Exhibit A — South San Francisco City Council, October 12, 2022

SECOND AMENDMENT TO THE AGREEMENT BETWEEN

THE CITY OF SOUTH SAN FRANCISCO AND KITCHELL CEM
THIS SECOND AMENDMENT to the Consulting Services Agreement is made at South San Francisco, California, as of October 12, 2022, by and between the CITY OF SOUTH SAN FRANCISCO (“City”), a municipal corporation, and KITCHELL CEM (“Consultant”), (sometimes referred together as the “Parties”) who agree as follows:

RECITALS
A. On November 9, 2016, City and Consultant entered that certain Consulting Services Agreement (“Agreement”) whereby Consultant agreed to Program and Construction Management Services. A true and correct copy of the Agreement and its exhibits is attached as Exhibit A.

B. On January 13, 2021, City and Consultant agreed to the First Amendment whereby the term was extended, and total compensation was adjusted. A true and correct copy of the First Amendment and its exhibits is attached as Exhibit B.

C. City and Consultant now desire to amend the Agreement.

NOW, THEREFORE, for and in consideration of the promises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, City and Consultant hereby agree as follows:

1. All terms which are defined in the Agreementshall have the same meaning when used in this Amendment, unless specifically provided herein to the contrary.

2. Section 1: Term. The June 30, 2023, end date for the term of services identified in First Amendment is hereby replaced with June 30, 2026.

3. Section 2: Compensation. Section 2 of the Agreement shall be amended by the amount of $3,161,608.00 such that the City agrees to pay Contractor a sum not to exceed totaling $9,401,472.00, with the understanding that up to $5,903,505.72 has already been paid to Consultant as of August 28, 2022.

Original Contract Amount: $5,377,557.00
Amendment #1: $ 862,307.00
Amendment #2: $3,161,608.00
Total Contract Amount: $9,401,472.00
Consultant agrees that this is the City’s total contribution for payment of costs under the Agreement unless additional payments are authorized in accordance with the terms of the Agreement and said terms of payment are mutually agreed to by and between the parties in writing.

4. Scope of Services. The Scope of services as identified in Agreement remain unchanged as part of this Amendment.

All other terms, conditions and provisions in the Agreement remain in full force and effect. If there is a conflict between the terms of this Amendment and the Agreement, the terms of the Agreement will control unless specifically modified by this Amendment.

Dated:

CITY OF SOUTH SAN FRANCISCO KITCHELL CEM
By: By:

Mike Futrell, City Manager Wendy Cohen, President
City Manager
ATTEST:

By:

City Clerk
Approved as to Form:

By:

City Attorney

CONTRACT/AGREEMENT APPROVAL FORM
Date:

Name of Contract/Agreement
Originating Department/Responsible Person, ext.

Vendor
Routing Instructions:

TYPE OF CONTRACT:

Have there been any changes to the Contract Template? No Yes CONTRACT AMOUNTS:

APPROVAL AUTHORITY:

INSURANCE REQUIREMENTS:

Waivers requested No Yes (If Yes, Route to Risk Manager for signature first) BUDGETARY: Included in Budget (Simpler report attached showing amounts) Amount Project String Accounting String
ATTACHMENTS:

Agreement and all Exhibits Resolution (all contracts over $150k) SIR Questionnaire Certificate of Insurance, naming City of South San Francisco as an Additional Insured DEPARTMENT HEAD ACKNOWLEDGEMENT: _____________________________________________________ The contract, amendments, exhibits, insurance requirements/waivers and attachments have been reviewed and included.

RISK MANAGER APPROVAL OF INSURANCE WAIVER: ________________________________ CITY ATTORNEY APPROVAL OF ENTIRE AGREEMENT: ________________________________ Comments: _____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ Approval of Agreement Approval of Insurance Add Agreement to Contract Tracker ASSISTANT CITY MANAGER’S APPROVAL: _________________________________ (Only if amount is over $25,000)
FINAL APPROVAL: __________________________________
CITY CLERK:

Please attest, keep a copy for your files, and return to Originating Department Please upload to Laserfiche and return to Originating Department COPY SENT TO VENDOR: _______ _____________________
1/22/21 1st Amendment Kitchell Professional Services Amendment Additional Services and Funds Specified Amount(s) indicated below DATE AMOUNT DATE AMOUNT Original 6/11/16 5,377,557.00 1st Amendment 1/13/21 862,307.00 2nd Amendment 3rd Amendment 4th Amendment TOTAL 6,239,864.00 Council 862,307.00 pf1707-110-600 City Manager on behalf of Council DocuSign Envelope ID: 3E5A360F-0EA3-4EDB-A157-C6960564215E

FIRST AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF SOUTH

SAN FRANCISCO AND KITCHELL CEM
THIS FIRST AMENDMENT to the Consulting Services
agreement is made at South San Francisco, California, as of January 13, 2021 by and between the CITY OF SOUTH SAN FRANCISCO (“City”), a municipal corporation, and KITCHELL CEM (“Consultant”), (sometimes referred together as the “Parties”) who agree as follows:

B. City and Consultant now desire to amend the Agreement.

1. All terms which are defined in the Agreement shall have the same meaning when used in this Amendment, unless specifically provided herein to the contrary.

2. Section 1: Term. The June 30, 2021, end date for the term of services identified in Section 1.1 of the Agreement is hereby replaced with June 30, 2023.

3. Section 2: Compensation. Section 2 of the Agreement shall be amended by the amount of $862,307.00 such that the City agrees to pay Contractor a sum not to exceed totaling $6,239,864.00, with the understanding that up to $3,397,230.01 has already been paid to Consultant as of November 29, 2020.

Original Contract Amount: $5,377,557.00
Amendment #1: $ 862,307.00
Total Contract Amount: $6,239,864.00
Consultant agrees that this is the City’s total contribution for payment of costs under the Agreement unless additional payments are authorized in accordance with the terms of the Agreement and said terms of payment are mutually agreed to by and between the parties in writing.

4. Scope of Services. The Scope of services as identified in Agreement remain unchanged as part of this Amendment.

CITY OF SOUTH SAN FRANCISCO CONSULTANT
By: By:

Mike Futrell
City Manager
Approved as to Form:

By:

City Attorney
Attested:

By:

City Clerk
DocuSign Envelope ID: 3E5A360F-0EA3-4EDB-A157-C6960564215E Wendy Cohen
January 28, 2021 | 3:53:33 PM PST
President
DocuSign Envelope ID: 3E5A360F-0EA3-4EDB-A157-C6960564215E DocuSign Envelope ID: 3E5A360F-0EA3-4EDB-A157-C6960564215E DocuSign Envelope ID: 3E5A360F-0EA3-4EDB-A157-C6960564215E DocuSign Envelope ID: 3E5A360F-0EA3-4EDB-A157-C6960564215E DocuSign Envelope ID: 3E5A360F-0EA3-4EDB-A157-C6960564215E DocuSign Envelope ID: 3E5A360F-0EA3-4EDB-A157-C6960564215E DocuSign Envelope ID: 3E5A360F-0EA3-4EDB-A157-C6960564215E DocuSign Envelope ID: 3E5A360F-0EA3-4EDB-A157-C6960564215E DocuSign Envelope ID: 3E5A360F-0EA3-4EDB-A157-C6960564215E DocuSign Envelope ID: 3E5A360F-0EA3-4EDB-A157-C6960564215E DocuSign Envelope ID: 3E5A360F-0EA3-4EDB-A157-C6960564215E DocuSign Envelope ID: 3E5A360F-0EA3-4EDB-A157-C6960564215E DocuSign Envelope ID: 3E5A360F-0EA3-4EDB-A157-C6960564215E DocuSign Envelope ID: 3E5A360F-0EA3-4EDB-A157-C6960564215E Date: PO#
Vendor Name
Project
Account Number
PO balance
Requested Amount Increase (add)
Requested Amount Decrease (less)
PO balance after change order
Requested by:

Name/Title
Approved by:

Name/Title
Finance Approval:

Janet Salisbury, Director of Finance
Please increase/ decrease the PO mentioned above.

CHANGE ORDER REQUEST FORM doc#
Brief Description/ Reason
Date:

Date:

Date:
01/22/2021 0101597 KITCHELL CEM FY2017-20 CONSULTANT SVCS-CIVIC CTR- MEASURE W pf1707 2,140,806.49 1,351,176.00 (488,869.00) $ 3,003,113.49 Move 488,869.00 from contingency to contract per change order and add amount for 1st Amendment $862, 307 per attached Kari Jung / Administrative Assistant II Jacob Gilchrist / Director of Capital Projects DocuSign Envelope ID: 3E5A360F-0EA3-4EDB-A157-C6960564215E

SOUTH SAN FRANCISCO
Project: Community Civic Campus Project (Measure W)
CITY PROJECT NO. pf1707-160-600 (PO #0101597)
CONTRACT CHANGE ORDER (CCO) NO. 1
To: Kitchell CEM
2450 Venture Oaks Way, Suite 500
Sacramento, CA 95833
You are hereby directed to make the herein described changes from the plans and specification(s) or do the following described work not included not included in the plans and specifications on this contract.

NOTE: This change order is not effective until approved by Jacob Gilchrist, Director of Capital Projects Description of work: Listed scope of work adjusts the contingency line item, authorizes additional scope of work within the existing contract value. In summary, the final contract value does not change.

Original Contract Values
Base Scope: $4,888,688.00
Contingency: $ 488,869.00 (available)
Total: $5,377,557.00
Scope Changes to Contract – Contingency Use Authorizations

1. Fire Station Scope Removal (CM, Close-out Phases): $468,000.00 (CREDIT)

2. Schematic Design Phase Reset: $161,464.00

3. 3rd Party Permit Support Services (Caltrans Permit Expediters): $105,000.00

4. Utility Pot Holing (PG&E High Voltage Line & Other Utilities): $110,890.00

5. Utility Pot Holing – Additional (PG&E High Voltage Line): $19,010.00

6. Commissioning – Police Operation & 911 Dispatch Center: $110,440.00

7. Commissioning – Library, Parks & Recreation & Community Theater / Council Chamber: $85,210.00

8. Additional Construction Management: $364,855.00
Available contingency after scope changes noted above: $0.00 Updated Contract Values
Base Scope: $5,377,557.00
Contingency: $ 0.00 (available)
Total: $5,377,557.00
Change requested by Director of Capital Projects
The last percentage shown is the net accumulated increase or decrease from the original in the Engineer’s Estimate.

THIS CHANGE ORDER PROVIDES FOR: Contingency use authorizations for additional Base Scope consulting services provided to the Civic Campus project for Phase 1 and Phase 2.

Original Contract Sum $4,888,688.00
Contingency $488,869.00
Net Change on Previous Authorized CCO $0.00
Contract Sum Prior to this CCO $5,377,557.00
Contract Change Order No. X $0.00
New Contract Sum, Including this CCO $5,377,557.00
Estimated Cost Contract Change Order No. 1 (CCO Request No. 1 to No. 1) No Change to Contract Value DocuSign Envelope ID: 3E5A360F-0EA3-4EDB-A157-C6960564215E By Reason of this order the time of completion will be adjusted as follows: No change in completion date.

Submitted by: __________________________________________ Date: __________________ Omar Galvan, Construction Manager (KCEM)

Approved by: __________________________________________ Date: __________________ Jacob Gilchrist, Director of Capital Projects
We, the undersigned consultant, have given careful consideration to the change proposed and hereby agreed, if this proposal is approved that we will provide all equipment, furnish all materials, except as may otherwise by noted above, and perform all services necessary for the work above specified, and will accept as full payment therefore the prices shown above.

Signature: _______________________________________________ Date: __________________ Omar Galvan, Kitchell CEM
If the consultant does not sign acceptance of this change order, his attention is directed to the requirements of the specifications as to proceeding with the ordered work and filing a written protest within the time therein specified.

DocuSign Envelope ID: 3E5A360F-0EA3-4EDB-A157-C6960564215E City of South San Francisco Community Civic Campus
1 Program & Construction Management Services ORIGINAL
(Exhibit "A")

AUTHORIZATION
(Previous)

AUTHORIZATION
(Current)

CONTRACT VALUE
(Updated)
a Pre-Construction 391,440 $ - $ - $ 391,440 $
b Design/Constructability Review 751,408 $ - $ - $ 751,408 $ c Construction Management 3,710,960 $ - $ 488,869 $ 4,199,829 $ d Close-out 34,880 $ - $ - $ 34,880 $
Total Fee for Base Services 4,888,688 $ - $ 488,869 $ 5,377,557 $ 2 Other Services ORIGINAL
(Exhibit "A")

AUTHORIZATION
(Previous)

AUTHORIZATION
(Current)

CONTRACT VALUE
(Updated)
a Contingency 488,869 $ - $ (488,869) $ - $
Total Fee for Other Services 488,869 $ - $ (488,869) $ - $

ORIGINAL
(Exhibit "A")

AUTHORIZATION
(Previous)

AUTHORIZATION
(Current)

CONTRACT VALUE
(Updated)
A Total Compensation 5,377,557 $ - $ - $ 5,377,557 $

CONTRACT VALUE
(Current)

AUTHORIZATION
(Previous)

AUTHORIZATION
(Current)

BALANCE
(Updated)
B Additional Services Authorizations (within Contract) 488,869 $ - $ (488,869) $ - $ Scope Additions - Decreases to Contingency - $ (956,869) $ 1 a. Schematic Design Reset $ (161,464) - $
2 a. 3rd Party Permit Support Services (Caltrans) - $ (105,000) $ 3 a. Utility Pot Holing (PG&E High Voltage Line & Others) - $ (110,890) $ 4 a. Utility Pot Holing (additional) $ (19,010) - $
5 a. Commissioning - Police Operations & 911 Disp. Ctr. - $ (110,440) $ 6 a. Commissioning - Library, Parks & Rec and Chamber - $ (85,210) $ 7 a. Additional Construction Management - $ (364,855) $ D Scope Reductions - Increases to Contingency $ 468,000 - $ a. Fire Station (CM & Close-Out Phases) - $ 468,000 $
Request #7
Request #1

ADDITIONAL SERVICES AUTHORIZATIONS
(within Contract)
EXHIBIT "A"
COMPENSATION R1

CONTRACT SUBTOTALS
Request #6
Request #2
Request #3
Request #4
Request #5
Printed: 1/5/2021 Page 1 of 1
DocuSign Envelope ID: 3E5A360F-0EA3-4EDB-A157-C6960564215E File Number: ` f .; r: RES 130- 201f
WHEREAS, on June 11, 2016, City of South San Francisco (" City") staff issued a Request for Qualifications C' RF for program management services for the delivery Community Civic Center Program; and
the selection process;
the firm based on individual qualifications/ experience, team qualifications/experience, relevant projeo experience, project understanding and approach; and
references; and
WHEREAS, staff recommends approving a consulting services agreement, attached hereto as " Exhibit a contingency amount of $488, 869; and
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DocuSign Envelope ID: 3E5A360F-0EA3-4EDB-A157-C6960564215E THIS AGREEMENT for consulting services is made by and between the City • South San Francisco (" City") and Kitchell CEM (" Consultant") ( together sometimes referred to as the " Partles") as of November 9, 2016 ( the " Effective Date").

Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A, attached hereto and incorporated herein, at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail.

1. 3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons.

1. 4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Sections 1. 1 and 1. 2 above and to satisfy Consultant's obligations hereunder.

No70M WIT111JAI
City of South San Francisco and
UcWiell CEU
DocuSign Envelope ID: 3E5A360F-0EA3-4EDB-A157-C6960564215E time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person.

2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have thirty ( 30) days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. City shall have no obligation to pay invoices submitted ninety (90) days past the performance of work or incurrence of cost.

City South San Francisco and
Kitchell CEM
DocuSign Envelope ID: 3E5A360F-0EA3-4EDB-A157-C6960564215E

2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement.

In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment.

2. 5 Hourly Fees. Hourly fees for work performed pursuant to the Agreement by Consultant on an hourly basis shall not exceed the amounts shown in Exhibit B,

2.6 Reimbursable Expenses. Expenses not listed below are not chargeable to City.

Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded.

2.8 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date.

2. 9 Authoirization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of 1i ! 1 fwAt. tie Co-1A7.ct A.,.ijtivistr,?tor.

Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein.

City South San Francisco and
Kitchell CEM
L# V-31MIMON
DocuSign Envelope ID: 3E5A360F-0EA3-4EDB-A157-C6960564215E incurring any direct expense, including but not limited to computer, long- distance telephone or other communication charges, vehicles, and reproduction facilities.

KIP 0 11 1
City of South San Francisco and
Kitchell CEM
DocuSign Envelope ID: 3E5A360F-0EA3-4EDB-A157-C6960564215E b. Any failure of Consultant to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers.
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4.3. 2 Claims- made limitations. The following provisions shall apply if the professional liability coverage is written on a claims- made form:
a. The retroactive date of the policy must be shown and must be before the date of the Agreement.
b. Insurance must be maintained and evidence of insurance must be provided for at least five ( 5) years after completion of the Agreement or the work, so long as commercially available at reasonable rates.

Consulting Services Agreement between
City of South San Francisco and
Kitchell CEM
DocuSign Envelope ID: 3E5A360F-0EA3-4EDB-A157-C6960564215E expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage.

MIIOINIOIII 141401HIMIA114d

4.4.1 Acceptabilb of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than ANIL f......... r.. - WrJ-M7M75TR
City South San Francisco and
itchell CEM i- !
DocuSign Envelope ID: 3E5A360F-0EA3-4EDB-A157-C6960564215E

4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.

4. 4. 7 Wasting Policy. No insurance policy required by Section 4 shall include a Uwasting" policy limit.

4.4.8 Variation. The City may approve a variation in ©! foregoing insurance requirements, upon a determination that the coverage, scope, limits, and forms of such insurance are either not commercially available, or that the City' s interests are otheroAse fully protected.

DocuSign Envelope ID: 3E5A360F-0EA3-4EDB-A157-C6960564215E a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement;
DocuSign Envelope ID: 3E5A360F-0EA3-4EDB-A157-C6960564215E

6. 2 Consultant No Aqent. Except as City may specify in writing, Consultant shall have nf authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent or to bind City to any obligation whatsoever.
li,111RIM, 111541 aUMW I

7. 2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder.

1. 3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program.

City of South San Francisco and
VtcWell CFV1
DocuSign Envelope ID: 3E5A360F-0EA3-4EDB-A157-C6960564215E of Consultant thereby.

Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement.

8. 1 Termination. City may cancel this Agreement at any time and without cause upon written totification to Consultant.

Consultant may cancel this Agreement for cause upon 30 days' written notice to City and shall include in such notice the reasons for cancellation.

In the event of termination, Consultant shall be entitled to compensation for services performed to the date • notice of termination; City, however, may condition payment of such compensation upon Consultant delivering to City all materials described in Section

8. 3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties.
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Kitchell CEM 0
0 DocuSign Envelope ID: 3E5A360F-0EA3-4EDB-A157-C6960564215E

8. 5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement.
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4 8. 6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or

9. 6. 4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work.
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City of South San Francisco and
Kitchell CEM
DocuSign Envelope ID: 3E5A360F-0EA3-4EDB-A157-C6960564215E the City, Under California Government Code Section 8546. 7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($ 10, 000. 00), thl-I Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three ( 3) years after final payment under the Agreement.

10. 1 Aftorneys' Fees. If a party to this Agreement brings any action, including arbitration or an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose.

10. 2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County San Mateo or in the United States District Court for the Northern District of California.

City of South San Francisco and
Kitchell CEM
DocuSign Envelope ID: 3E5A360F-0EA3-4EDB-A157-C6960564215E

10. 3 Severabilit V. If a court of competent jurisdiction finds rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement.

10. 4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement.

R. Successors and Assigns The provisions this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties.

10. 6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper.

10. 7 Conflict of Interest. Consultant may serve other clients, but none whose activities wit the corporate limits of City or whose business, regardless of location, would plaI Consultant in a " conflict of interest as that term is defined in the Political Reform A codified at California Government Code Section 81000 et seq.

Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in thij Agreement that would violate California Government Code Sections 1090 et seq. wwg= - MMION -a
DocuSign Envelope ID: 3E5A360F-0EA3-4EDB-A157-C6960564215E an
Kitchell
1180 Coleman Avenue, Suite 202
San Jose, CA, 95110
Attn: Ross Cooper
City Clerk
City of South San Francisco
400 Grand Avenue
Souti SQn Francisco, CA 94080
4A
report/design responsibility.

10. 12 This Agreement, including all Exhibits attached hereto, and incorporated herein, represents the entire and integrated agreement between City and Consultant a supersedes all prior negotiations, representations, or agreements, either written or oral pertYining to the matters herein. I
City of South San Francisco and
Kitchell CEM
DocuSign Envelope ID: 3E5A360F-0EA3-4EDB-A157-C6960564215E

10. 13 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement.

10. 14 Construction. The headings in this Agreement are for the purpose of reference only and shall not limit or otherwise affect any of the terms of this Agreement. The parties have had an equal opportunity to participate in the drafting of this Agreement; therefore any construction as against the drafting party shall not apply to this Agreement.

The Parties have executed this Agreement as of the Effective Date.

CITY OUTN SAN FRANCISCO KITCHELL M
Mik ' Futre I, City anager /
r4
Approved as to Form:

City Attofhey
2'725735. 1
Consulting Services Agreement between
City of South San Francisco and
Kitchell CEM
NAM . Russell Fox
TITLE: President
y///0/7V(, F
November 9, 2016

Page 15 of 15 ends

DocuSign Envelope ID: 3E5A360F-0EA3-4EDB-A157-C6960564215E W511,11HIMc 111MI
Sam=

1. 0 GENERAL

2. 0 PROGRAM MANAGEMENT

3. 0 PRE- CONSTRUCTION SERVICES

4.0 BIDDING

5. 0 CONSTRUCTION ADMINISTRATION

6. 0 CLOSE- OUT

1. 0 GENERAL
Task 1
Estimated Estimated
Nos. Program Tasks Cost Hours
2, 3, 4 Pre- Construction 391, 440 2, 488
2, 3 Design/ Constructability Review 751, 408 5, 248
2, 5 Construction Management 3, 710, 960 25, 944
2, 6 Close- Out 34, 880 232
Contingency 488, 869 TBD
Total 5, 377, 557 33, 912
Iill II! 11 ijl! Iil I

1. 2 All of the services to be furnished by the Consultant under this AGREEMENT from the inception of the AGREEMENT November 7, 2016 until June 30, 2021 with a one ( 1) year optional extension. All services performed by Consultant shall be in compliance with all Consulting Services Agreement between
City of South San Francisco and
Kitchell CEM - Exhibit A
DocuSign Envelope ID: 3E5A360F-0EA3-4EDB-A157-C6960564215E applicable federal, state and local codes, rules and regulations which are in force at the time such services are rendered.

1. 3 Consultant shall coordinate all services with and communications between the City's Assistant City Manager or City's designated representative, and City's separate contractors and consultants performing work on this PROGRAM.

I lieng-r-WII lag] Nit

1. 5 Consultant shall exercise its best professional efforts to, through the construction contractors, and consultants, ensure attendance of all appropriate personnel at all meetings and presentations, as necessary, including, but not limited to, consultants, contractors, all sub- consultants, subcontractors, or employees or persons under the direction or control of a consultant or construction contractor.

1. 6 Consultant shall exercise its best efforts to coordinate the activities of the City of South San Francisco, such that City's Assistant City Manager may provide timely decisions to reach mutually agreed upon decisions on matters affecting the progress of the work, and to coordinate City' s input and decisions that affect the performance of the overall PROGRAM and specific projects.

I Develop and maintain a filing system for all Program related phase/project documents consistent with City' s requirements
L2 Develop and issue, requests for proposals to procure professional services of architects, engineers, or other specialty consultants, as necessary to ensure successful delivery of the Measure W Program.

Consulting Services Agreement between November 9, 2016
City of South San Francisco and
Kitchell CE M - Exhibit A Page 2 of 9
DocuSign Envelope ID: 3E5A360F-0EA3-4EDB-A157-C6960564215E or- 5 Prepare the Responsibility Matrix ( RM);-- TVorking with the Assistant City ITIanager and Citizen' s Oversight Committee, as appropriate or directed, prepare and establish ar organizational chart along with a tabular roles and responsibility matrix which defines the assignments of each member on the Program team.

2. 6 Prepare and maintain a Program Master Schedule in cooperation with the City; obtain all Project schedules, including construction contractor Critical Path Method (" CPM") schedules; and create Master Schedule progress graphs for each phase of construction and the overall Program.

2. 8 Maintain one ( 1) complete set of Program and Project Documentation at a location designated by the City, with all updates current to within one ( 1) week of issuance.

2. 10 Organize and maintain file of warranties and closeout items by contract and contract specification sections.

2. 11 Assist City in local entitlement, design review, and permitting processes, including but not limited to the following:

Consulting Services Agreement between November 9, 2016
City of South San Francisco and
Kitchell CEM - Exhibit A Page 3 of 9
DocuSign Envelope ID: 3E5A360F-0EA3-4EDB-A157-C6960564215E

2. 11. 1 Assist City in obtaining CEQ approval and integrating CEQA requirements itto the bid documents.

M I I
I
W-Ung" IMEMOXTIM
IrOTMOMLU
kI kdJ! JIVA'L4,:I& IJ: IV:V 4111101 IV

3.4 Review Construction and Demolition Waste ( C+ D) specification with recycling/ salvage/ reporting requirements and C& D Waster Management Plan Submittal.

3. 5 Advise City' s Assistant City Manager regarding staging areas, temporary faces, and other Program/ Project requirements common to all phases of the work.

Consulting Services Agreement between November 9, 2016
City of South San Francisco and
Kitchell CEM - Exhibit A Page 4 of 9
DocuSign Envelope ID: 3E5A360F-0EA3-4EDB-A157-C6960564215E

3. 8 Provide ongoing schedule monitoring and update the Program' s master schedule monthly.

Continually ( at least bi-weekly) report on schedules, delays and conflicts and advise City of all events impacting the Program master schedule. Develop and implement City- approved mitigation plans, as required to maintain the Program master schedule.

3. 9 Consultant is not obligated to perform any activity which requires a professional design license.
330129M

4.2 Advise potential bidders of bidding requirements and bid document availability. Assist City in developing the advertisement for bids and a list of publications recommended for advertising.

4.3 Assist City in distribution of the bid documents to potential bidders, and maintain distribution list.

4.4 Receive written questions from bidders and prepare and assemble written responses in coordination with architects for City's approval. Prepare written addenda, if necessary, Consulting Services Agreement between November 9, 2016
City of South San Francisco and
Kitchell CEM - Exhibit A Page 5 of 9
DocuSign Envelope ID: 3E5A360F-0EA3-4EDB-A157-C6960564215E and distribute City-supplied copies of addenda to all bidders in accordance with specified time limits.
f,.6 At the bid openings, record all bids and prepare bid tabulation. Review bids for completeness and responsiveness and advise City's Assistant City Manager of any irregularities in the bids • in the bidding process.

Consultant shall provide all services necessary for the administration of the construction contract consistent with the General Conditions of the Contracts for Construction for each Project specific component of the PROGRAM, including, without limitation, the following:

5. 1 Establish written procedures for the PROGRAM and upon City-approval of written procedures, prepare and revise as necessary a Project Procedures Manual for City's review and comment. Update this manual as necessary to keep current with Project progress within two ( 2) weeks of an event giving rise to a change, The Project Procedures Manual shall include, at a minimum, discussion of the following:

5. 2 Conduct weekly coordination meetings between construction contractors, architects and engineer(s) which will include discussion of LEED compliance and credit documentation.

5.3 Document all meetings and verbal directives and provide copies to City's Assistant City Manager within five ( 5) working days.

5.4 Enforce contractor compliance with Construction and Debris Waste Plan and Indoor Air Quality Plan.

Consulting Services Agreement between November 9, 2016
City of South San Francisco and
Kitchell CE M - Exhibit A Page 6 of 9
DocuSign Envelope ID: 3E5A360F-0EA3-4EDB-A157-C6960564215E

5. 5 Receive and review all project payment requests, and make recommendations as to payment.

Consulting Services Agreement between November 9, 2016
City of South San Francisco and
Kitchell CEM ® Exhibit A Page 7 of 9
DocuSign Envelope ID: 3E5A360F-0EA3-4EDB-A157-C6960564215E DocuSign Envelope ID: 3E5A360F-0EA3-4EDB-A157-C6960564215E 6 1 0 •
Consultant shall provide all services necessary for the close- out of each construction contract consistent with the General Conditions of the Contracts for Construction cf each Project, including, without limitation, the following:

6. 1 Prepare schedule of all closeout activities, checkout items, and check-off list, notim'! construction contractor document requirements as set forth in Project documents.

6. 2 Schedule, coordinate and supervise final tests and staft- up of all building systems including supervision of all Commissioning Agent functions. For the purposes of this paragraph, coordinate means to inform all relevant parties with sufficient advance notice of the inspection or startup date, ensure site access and availability of resources or other Project personnel who may be required for the work, and keep City advised of same.

6. 5 Prepare all necessary documentation for City's final acceptance each Project, contract closeout and final reporL
Consulting Services Agreement between November 9, 2016
City of South San Francisco and
Kitchell CEM - Exhibit A Page 9 of 9
DocuSign Envelope ID: 3E5A360F-0EA3-4EDB-A157-C6960564215E DOUTION" r - A
The Consultant shall bill the City for the work according to the Compensation Schedule outlined below, which include the position titles, hourly rates, and estimated hours that are need to complete the Scope of Work described in Exhibit A.

Position Title Hourly Rate Estimated Hours
Program Manager 182 1, 640
Project Manager 170 5, 360
Project Engineer(s) 145 7, 040
Construction Manager( s) 150 10, 800
Clerical Support 75 4, 036
EAS Services Manager( s) 182 176
Architect 147 587
Structural Engineer 147 302
Mechanical Engineer 147 365
Electrical Engineer 147 302
Civil Engineer 147 257
Specification Reviewer 147 257
Constructability Reviews 147 362
Interdisciplinary 110 210
Estimating Manager 182 170
Estimators 147 1, 140
EAS Services Manager 182 52
Architect/ Engineers 147 564
Estimators 147 140
Clerical 75 152
Consulting Services Agreement between
City of South San Francisco and
Kitchell CEM - Exhibit B
DocuSign Envelope ID: 3E5A360F-0EA3-4EDB-A157-C6960564215E

EXHIBIT C

PROGRAM ORGANIZATIONAL CHART
Consulting Services Agreement between
City of South San Francisco and
Kitchell CEM - Exhibitl
Gordon RogerS, AM, COOP, LIED AP ON- C
Audrey V11115, UED AP
Kevin lPokrywa, 21T
Tim PrecW
John Arryistrong
If( use,,5qP, pOrt,$W
WON & UTY ( OUNCH, CRIEN' s Mansour AUabadi, CC% Ella
OTY WIMAGER LIVERSIGH' If
ASSWANT 0 r V MANAGER COMMITTEE Ctlak, Y"
Blil Johal, c.cm, coA
WNi,
Ross Cooper Rob' Thacker
Consulting Services Agreement between
City of South San Francisco and
Kitchell CEM - Exhibitl
Gordon RogerS, AM, COOP, LIED AP ON- C
Audrey V11115, UED AP
Kevin lPokrywa, 21T
Tim PrecW
John Arryistrong
DocuSign Envelope ID: 3E5A360F-0EA3-4EDB-A157-C6960564215E

EXHIBIT D
Consulting Services Agreement between November 9, 2016
City of South San Francisco and
Kitchell CEM - Exhibit D Page 1 of 1
DocuSign Envelope ID: 3E5A360F-0EA3-4EDB-A157-C6960564215E ACE?RL> CERTIFICATE OF LIABILITY INSURANCE
III '
DATE (MM1DDfYYYY)
11/ 14/ 2016
THIS CERTIFICATE 1S 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 terns and conditions of the policy, certain policies may require an endorsement. A statement On this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

PRODUCER ACIG Insurance Agency, Inc.
2600 N. Central Ex wy. Suite 800
Richardson, TX 7508th

CONTACT
NAME:

PHONE FAX
972- 7o2 -9ao4 A1c No: 972 - 687 - 0604
ADDRESS: aCCOUntmana erS aCi . COm
INSURERS AFFORDING COVERAGE NAIC#
6/ 172020
www. acig. com INSURERA: American Contractors Ins. Co. RRG 12300

INSURED
Kitchell CEM, Inc.
2450 Venture Oaks Way, Suite '500
Sacramento CA 95833
INSURER B: ACIG Insurance Company 19984
INSURER C:
6/ 1/ 2020
6/ 1/ 2020
INSURER D:
100, 000
INSURER E:

M ( Any one person ) 5, 000
INSURER F:

S 1, 0 00, 000
COVERAGES CERTIFICATE NUMBER: 32817598 REVISION NUMBER:

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.

IL7 TYPE OF INSURANCE

ADDL SUBR POLICY EFF

POLICY NUMBER MMIDDIYYYY MM/ POLICY DDIYYYY EXP LIMITS
A COMMERCIAL GENERAL LIABILITY GL16PA0002 6/ 112016 6/ 172020 EACH OCCURRENCE 1, 000, 000 A
A
i CLAIMS -MADE OCCUR
GL16PB0002 ( GL XS) 6/ 1/ 2016
GLISPC0002 ( GL XS) 61'112016
6/ 1/ 2020
6/ 1/ 2020

DAMAGE TO RENTED
PREMISES (£ a occurrence) 100, 000
f
I... -- M ( Any one person ) 5, 000
PERSONAL BAOVINJURY S 1, 0 00, 000 f_
1 l GFN' L AGGREGATE LIMIT APPIIESPER.

POLICY JE¢ LOC
OTHER.
j
rov:,- as to form
E GENERALAGGREGATE 2, 000, 000
PR COMPIOPAGG 2,000, 000
I

AUTOMOBILE LIABILITY
ANY AUTO m W„ 1 rL '" " _+ 1

COMBINED SINGLE LIMIT
Me accidenh
BODILY INJURY (Per person)

OWNED SCHEDULED

AUTOS ONLY AUTOS

HIRED NON - OWNED'

AUTOS ONLY AUTOS ONLY
j
r*
p """' - ",_
w.... -
BODILY INJURY ( Aar accident}

PROPERTY DAMAGE
ar accident

UMBRELLA LIAB

EXCESS LIAB
OCCUR

CLAIMS -MADE
o,^"°..°` I, ,'
r - ° ^" " msµ

EACH OCCURRENCE

AGGREGATE
DEO 1 RITEIMON$ i
B

WORKERS COMPENSATION

AND EMPLOYERS LIABILITY YIN

ANYPROPRIETOR/ PARTNER/ EXECUTIVE
OFFICERIMEMBEREXCLUDED7
Mandatory In NH)
NIA
WGA000006816 I
6/ 112016 6/ 1/ 2017
PER OTHSTATUTE ER
E. L. EACH ACCIDENT 1, 000,000
E. L. DISEASE- EA EMPLOYE4 1, 0001000
Ifdescribe under
DESCRIPTVONOF OPERATIONS below E. L, DISEASE - POLICY LIMIT 1 1, 000, 000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES ( ACORD 101, Additional Remarks Schedule, maybe attached If more space Is required) Re: Project pf1707 Community Civic Center
GL - If these policies are cancelled, non - renewed or materially changed, 60 days notice, except 10 days for nonpayment of premium, will be mailed to the Certificate Holder.

WC - If these policies are cancelled, non - renewed or materially changed, 60 days notice, except 10 days for nonpayment of premium, will be mailed to the Certificate Holder.

L" z: 41taVf_A =
City of South San Francisco
400 Grand Avenue
South San Francisco CA 94080

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

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

AUTHORIZED REPRESENTATIVE t
Michael J. O' Neill
0 19 88 -201 5 ACORD CORPORATION. All rights reserved.

ACORD 25 ( 2016103) The ACORD name and logo are registered marks of ACORD 32917598 1 16/ 1? 16PA GLSJS orlass NCRetro CA A2 NV I Peggy Schoonover 1 11/ 14/ 2016 8: 57: 47 AM ( CDT) I Page I of 4 This certificate cancels and supersedes ALL previously issued certificates.

DocuSign Envelope ID: 3E5A360F-0EA3-4EDB-A157-C6960564215E Any person or organization that you are required by contract to include as an additional insured on this policy if the contract is executed prior to the loss.

A. Whom above SCHEDULE
called additional me only with " property damage" or "personal and advertising Injury' arising out of your premises or your operations for the additional insured.

B. The Insurance provided mthe additional insured m subject to the following limitations:

I Unless required by written contract, this insurance does not apply m " bodily injufy' or" property damage' occurring after " your work" for the additional insured has been completed or after that portion of "your work" out of which the "bodily Injury" or "property damage' arises has been put to its intended use by any person or organization. o. un|eam required uy written contract, this insurance does not apply to ' bodily Injury' o, " property damage" arising out mthe sole negligence, act mommm| nmof the muomnnu| Insured.
o. damage" " personal and dvem| i ry" for which the
additional insured m obligated to pay damages by reason of the assumption m liability me contract oragreement except to the extent that the additional insured would have been obligated to pay such damages in ihe absence of the contract or agreement.

4. This insurance does not apply m " bodily | Nuw", damage" n/ " personal and advertising injury" arising out nrthe rendering or failure to render any professional services by any insured, Including:
p) The preparing, approving o failing m prepare mr approve maps, drawings, opinions, reports, surveys, change orders, designs ^ specifications; or,
b) Supervisory, inspection or engineering services.

This exclusion applies even i/ the claims against any insured allege negligence vr other wrongdoing mmesvpervismn. hiring, employment, training mr monitoring w others uy that insured. s. This endorsement shall not apply to a person or organization n any other additional insured endorsement attached tmthis policy specifically applies tn that person o, organization. a. The insurance afforded herelin only applies to the extent perm Itted by applicable state law, including statutes governing additional insured coverage in the construction industry.

C. This insurance shall not exceed the scope orcoverage, including limits, mvtm / icy and innm event shall the insurance provided m the additional insured exceed the scope of coverage, Including limits, required by the contract. If a written contract or agreement requires that additional insured stat be mvm u by the use of specified edition dates om the ISO omoo1n and/ or oozoor' then the terms m that endorsement are incorporated mtomisemuursemvm as respects such additional insured and shall supersede me coverage grant and limitations in Sections A. and B. of this endorsement. In the event that CG201 0 and/ or CG2037 are required but nv edition dates are specified, the o4/ 1m editions shall apply.

D. This insurance Is excess m any other insurance, whether primary, excess, contingent = pn any other basis, available mthe additional insured unless a written contract requires that this Insurance be primary or primary and non- contributing. However, this Insurance is always excess to other insurance, whether primary, excess, contingent or on any other basis, when the additional insured has been added m the other insurance anan additional insured.

Nothing herein contained shall be held to vary, alter, waive or extend any of the terms, conditions, provisions, agreements or limitations of the mentioned Policy, other than aa above stated.

F3 11111111171111 111 !
1= 0 " CRt" Peggy / 2019°' 57' 47°^( CDT)| Page ` E^
This certificate cancels and " ur° rs" de" ALL previously issued certificates. 11 Mil
Premium $
829
DocuSign Envelope ID: 3E5A360F-0EA3-4EDB-A157-C6960564215E OR
IFIMMITIT17042-10MITRMTITRM-M, IM101V ffwll
Any person or organization for whom you have agreed by written contract to furnish this waiver, 10111: 11,04111: 1MallIll M IN IWAKel Lilt] IM] 06*11&5ill a amelgAiamral am vim ia tg,Mn# We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or " your work" done under

2. contract with that person or organization and included in the " products- completed operations hazard". This waiver tripplies only to the person or organization shown in the Schedule above.

Ill
J9J= r*=tt .14101IN474141" Imill K4141# 11VI
insured: Kitchell CEM, Inc.

I. 4
32817599 1 16/ 17 JGPA GL5 / 5 orless WCRt— r-A AZ NV I Peggy S. h.— Vr 1 11114/ 2016 8: 57: 47 M ( CDT) I Page 3 of 4 This certificate cancels and supersedes ALL previously issued certificates. 11011MOTMITTIMITIMMOR
DocuSign Envelope ID: 3E5A360F-0EA3-4EDB-A157-C6960564215E WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 1 *! 06 Ed. 04- 84)
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT—CALIFORNIA Il—en—a—ve—Ye—rignt to recover our payments Truril , r au ]( I ' pir ' ; 1; 110; F i -, rM" - 77fM r'lmME=LrI - I the person or organization named in the Schedule. ( This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) the Schedule.
16 a"' tonai yiernix- yrt Tor nis Tril Ternen]
such remuneration.

Lit, WdUTO 0,01

9.gainst.

No Additional Premium to be applied
T112-0-10T, =.# I
JIM41M ro jl IIJ fa 411& KQ i IsM &' M i Q#141 0011179 16,11M. 1747 117111 wL* A! j al- Ta i Rejou - Endorsement Effective: Same as Policy Effective Date unless otherwise indicated above.

Policy Effective Date: 611/ 2016 Policy No. WCA000006816 Endorsement No.

Premium $
insured Kitchell CEM, Inc.

Carder Name / Code: ACIG Insurance Company
Countersigned by
4"

1. 1, $ 1.
1q'ininlim
3281758 1 16/ 17 16PA GL5/ 5 orless WCRetro CA AZ NV I Peggy Schoonover 1 11114/ 2016 8: 57: 47 AM ( CDT) I Page 4 of 4 This cart ificate cancels and supersedes ALL previously issued certificates, DocuSign Envelope ID: 3E5A360F-0EA3-4EDB-A157-C6960564215E ACC> R" CERTIFICATE OF LIABILITY INSURANCE
DATE ( MMlDDIYYYY)
11/ 14/ 2016
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.

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

PRODUCER ACIG Insurance Agency, Inc.
2600 N. Central Expwy. Suite 800
Richardson, TX 75080

CONTACT
NAME:

PHONE
972- 702_9004 A No: 972- 687 -0604
ADDRESS: MAIL accountmana ers aci . com
INSURERS AFFORDING COVERAGE NAIC #
wW W. aci9. CAm INSURER A:

INSURED
Kitchell CEM, Inc.
2450 Venture Oaks Way, Suite 500
Sacramento CA 95833
INSURER B;
INSURER C.

INSURER D: _.__ ..._.

INSURER E:

INSURER F: Steadfast Insurance Company 26387
COVERAGES CERTIFICATE NUMBER: 32817631 REVISION NUMBER:

INBR LTR TYPEOFINSURANCE fNSD WV0 POLICYNUMBER MMIDB EFF MMIDDI EXP LIMITS COMMERCIAL GENERAL LIABILITY I` EACH OCCURRENCE
CLAIMS -MAUE n OCCUR DAMAGE TO RENTED
PREMISES Ea occurrence
MED EXP ( Any one person)

PERSONAL R ADV INJURY
I GEN' L AGGREGATE LIMITAPFLIES PER: GENERAL AGGREGATE

POLICY JECT PRO FI LOC PRODUCTS - COMPIOPAGG
OTHER:

AUTOMOBILE LIABILITY II
COMEiiNED SINGLE LIMIT
Ea
ANY AUTO BODILY INJURY ( Per person)

OWNED SCHEDULED

AUTOS ONLY AUTOS

HIRED NON -OWNED

AUTOS ONLY AUTOS ONLY
BODILY INJURY ( Per accident)

PROPERTY DAMAGE
Per accident
i I$

UMBRELLA LIAB HCLAIMS- MADE
OCCUR EACH OCCURRENCE $
EXCESS LIAB AGGREGATE $
DED RETENTION $

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY YIN
ANYPROPRIETORIPARTNERIEXECUTIVE F- 1
5ATUTE ERH
E. L. EACH ACCIDENT is
OFFICER/ MEMBER EXCLUDED? +,
Mandatory In NH)
N/ A
E.L. DISEASE - EA EMPLOYEEI $
E. L. DISEASE - POLICY LIMIT
1 $ If yes, describe under
DESCRIPTION OF OPERATIONS below
F Contractor Professional /Pollution EOC3999322 - 08 6/ 1/ 2016 6/ 1/ 2017 Per Claim $ 1, 000, 000 Liability
i
Aggregate $ 1, 000, 000
DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES ( ACORD 101, Additional Remarks Schedule, may ba attached If more space Is required) Re: Project pf1707 Community Civic Center
Professiona( IPoilution * Aggregate limit is total insurance available for all claims presented within the policy period for operations of insured. Limit will be reduced by payments of indemnity and /or expenses.

GCKIItJUAIt: MULUCK I. HIVI. CLLHIIVIV
Project pf1707 Community Civic Center
City of South San Francisco
400 Grand Avenue
South San Francisco CA 94080

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

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

ACORD 25 ( 2016103) The ACORD name and logo are registered marks of ACORD 32817631 1 16/ 17 PL 1/ 1 I Peggy Schoonover 1 11/ 14/ 2016 9: 00: 14 AM ( CDT) I Page 1 of 1 This certificate cancels and supersedes ALL previously issued certificates.

DATE ( MMIDDNYYY)
11l14i2016
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(les) must have ADDITIONAL INSURED provisions or be endorsed.

PRODUCER Lockton Companies
8110 E. Union Avenue
Suite 700
Denver CO 80237
NAME:

PHONE __... .. __._ ..... FAX A/ C No :

ADDRESS: MAIL

EACH OCCURRENCE XXXXXAX
303) 414 - 6000
INSURERS AFFORDING COVERAGE NAIC#
INSURER A; The Charter Oak Fire Insurance Com an 25615

INSURED
Kitchell CENT, Inc.
1328704 2450 Venture Oaks Way, Suite 500
INSURER B:

INSURER C :

XX) CKXXX
Sacramento, CA 95833 INSURER D:

INSURER E :

GENEHALAGG_ RE_ GATE

INSURER F
GEN' L AGGREGATE LIMIT APPLIES PER:

POLICY L._ „_) JEC7 PR{ 3- C LOG
nnVFRAr1PA CFRTIFICATF NIIMRFR- I d17. rnAA REVISION NUMBER: XXXXXXX

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN 1S SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR LTR TYPE OF INSURANCE

ADDLSUBR

POLICYNUMBER

CYEFI' I MMID Y/YYYY LIMITS
COMMERC} AL GENERAL LIABILITY NOT APPLICABLE
r—1 -
CLAIMS - MADE j _ I OCCUR

EACH OCCURRENCE XXXXXAX
D- ,A 3F. TO RENTED
PREMISES Me awwarice XXXxX.XX
v--
1 MED EXP (Any one person) XXXXXXX

PERSONAL & ADV INJURY XX) CKXXX
GENEHALAGG_ RE_ GATE
i
GEN' L AGGREGATE LIMIT APPLIES PER:

POLICY L._ „_) PR{JEC73- C LOG P RODUCTS - COMP /OP AGG XXXXXXX OTHER:

A AUTOMOBILE LIABILITY N N DT8105JEA11169 6! 112016 611/ 2017 COMBINED SINGLE LIMIT Ea accident 2, 000, 000
X ANY AUTO BODILY INJURY ( Per person) 3CX3fXXXX
BODILY INJURY XX_XXXXX

OWNED SCHEDULED

AUTOS ONLY AUTOS

HIRED NON -OWNED
X AUTOS ONLY AUTOS ONLY Ix PROPERTY DAMAGE
Wer accident XXXXXXX
XDCXXX
UMBRELLA LIAR OCCUR NOT APPLICABLE l EACH OCCURRENCE XXX= X

EXCESS LIAR CLAIMS -MADE I AGGREGATE XXXXXXX
DED RETENTION $ xxxx : KX.

WORKERS COMPENSATION NOT APPLICABLE

AND EMPLOYERS' LIABILITY

ANY PROPRIETORIPARTNERIEXECUTIVE YIN
OFFICERIMEMBER EXCLUDED? NIA
Mandatory In NH)
qqP

STATUTE ER
E. L. EACH ACCIDENT xx-30c =
E. L. DISEASE - EA EMPLOYEE XXXXXXX
E. L. DISEASE - POLICY LIMIT XXXXXXX
If yes, describe under
DESCRIPTION OF OPERATIONS below I
A Hired Auto Physical Damage N N j DT8 t05E496169 6/ 1/ 2016 6/ 1/ 2017 Comp. Ded. $ 1, 000 Coll. Ded $ 1, 000
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES ( ACORD 101, Additional Remarks Schedule, maybe attached If more space is required) Auto Liability carrier in the State of California is The Travelers Indemnity Company of Connecticut. Policy number, coverage, and effective dates above apply.

Re: Project pf1707 Community Civic Center.
14376046
City of South San Francisco
400 Grand Avenue
South San Francisco, CA 94080
L' AIV IiGLLA I 1V IV

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

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

AUTHORIZED
I'"# ofvl
0) 1qRR12015 ACORO CORPO TION_ All rights reservedACORD 25 ( 2016/ 03) The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 3E5A360F-0EA3-4EDB-A157-C6960564215E Policy # DI' 8105E496169COF16
Kitchell Corporation
Effective 6/ 1/ 2016 - 611/ 2017
NUOUJUT1140410
I
UNION

PROVISIONS
A. BROAD FORM NAMED INSURET
person or organization qualifies as an " insured"
under the Who Is An Insured provision contained
in Section 11.

DocuSign Envelope ID: 3E5A360F-0EA3-4EDB-A157-C6960564215E ge
2 of4 02015 The Travelers Indemnity Company. AM rights reserved. CAT3 53 02 15 Includes copyrighted material of insurance Services Office, Inc. with its permission.

DocuSign Envelope ID: 3E5A360F-0EA3-4EDB-A157-C6960564215E The following is added to Paragraph D., Deductible, of SECTION III — PHYSICAL DAMAGE COVERAGE:

No deductible for a covered " auto" will apply to
this g
r2ki;:4 ;2S-rn- 4,.2n
replaced.

W
750 for any one
I 1 0 . , •
The following replaces Paragraph A.5., Transfer
Of Rights Of Recovery Against Others To Us,
of SECTION IV — BUSINESS AUTO CONDITIONS:

5. Transfer Rights • Recovery Against
Others To Us
CA T3 53 02 15 @2015 The Travelers Indemnity Company- AN rights reserved. Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission.

DocuSign Envelope ID: 3E5A360F-0EA3-4EDB-A157-C6960564215E Page
4 of4
@ 2015 The Travelers Indemnity Company. All rights reserved. CA T3 53 02 15 Includes copyrighted material of Insurance Services Office, Inc. with Its permission.

DocuSign Envelope ID: 3E5A360F-0EA3-4EDB-A157-C6960564215E Certificate Of Completion
Envelope Id: 3E5A360F0EA34EDBA157C6960564215E Status: Completed Subject: Please DocuSign: Contract Agreement-Kitchell.pdf, 1 28 2021 - Contract Amendment og edits R1.pd...

Source Envelope:

Document Pages: 60 Signatures: 12 Envelope Originator:

Certificate Pages: 6 Initials: 0 Kari Jung
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US &
Canada)
Stamps: 1 329 Miller Ave
South San Francisco, CA 94080
[email protected]
IP Address: 209.234.100.130
Record Tracking
Status: Original
1/28/2021 11:44:19 AM
Holder: Kari Jung
[email protected]
Location: DocuSign
Security Appliance Status: Connected Pool: StateLocal
Storage Appliance Status: Connected Pool: Carahsoft OBO City of South San Francisco Location: DocuSign Signer Events Signature Timestamp
Kari Jung
[email protected]
Administrative Assistant
City of South San Francisco
Security Level: Email, Account Authentication
(None)
Signature Adoption: Uploaded Signature Image
Using IP Address: 209.234.100.130
Sent: 1/28/2021 12:24:52 PM
Viewed: 1/28/2021 12:25:10 PM
Signed: 1/28/2021 12:25:36 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Wendy Cohen
[email protected]
President
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 174.222.16.50
Sent: 1/28/2021 12:25:43 PM
Viewed: 1/28/2021 12:26:30 PM
Signed: 1/28/2021 3:53:33 PM
Electronic Record and Signature Disclosure:

Accepted: 1/28/2021 12:26:30 PM
ID: 626cd256-9dfb-457d-b1fb-fe0088e7d022
Omar Galvan
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 68.186.52.207
Sent: 1/28/2021 3:53:40 PM
Viewed: 1/28/2021 3:54:21 PM
Signed: 1/28/2021 3:54:46 PM
Electronic Record and Signature Disclosure:

Accepted: 1/28/2021 3:54:21 PM
ID: 8a2c2cdd-4dc6-4c34-8d29-82f3206b39bb
Jacob Gilchrist
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 157.131.115.82
Sent: 1/28/2021 3:54:52 PM
Viewed: 1/28/2021 4:20:28 PM
Signed: 1/28/2021 4:20:44 PM
Electronic Record and Signature Disclosure:

Signer Events Signature Timestamp
Accepted: 6/3/2020 9:39:15 AM
ID: 834891ca-6dd9-4bba-ad3f-9ab770ad10bc
Claire Lai
[email protected]
Approved as to Form- City Attorney
Signing Group: City Attorney
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 206.169.145.130
Sent: 1/28/2021 4:20:50 PM
Viewed: 1/28/2021 5:43:13 PM
Signed: 1/28/2021 5:43:34 PM
Electronic Record and Signature Disclosure:

Accepted: 1/28/2021 5:43:13 PM
ID: d00ed4f3-60ad-41a6-9397-9a29d14d3cc2
Mike Futrell
[email protected]
City Manager
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 174.194.197.36
Signed using mobile
Sent: 1/28/2021 5:43:38 PM
Viewed: 1/28/2021 6:24:05 PM
Signed: 1/28/2021 6:24:15 PM
Electronic Record and Signature Disclosure:

Accepted: 1/28/2021 6:24:05 PM
ID: 14be9cc6-6945-4813-b8ca-144faec1412f
Rosa Govea Acosta
[email protected]
City Clerk
City of South San Francisco
Signing Group: City Clerk
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 209.234.100.130
Sent: 1/28/2021 6:24:19 PM
Viewed: 1/29/2021 12:24:14 PM
Signed: 1/29/2021 12:24:25 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Emma Lucey
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 1/29/2021 12:24:31 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 1/28/2021 12:24:52 PM
Certified Delivered Security Checked 1/29/2021 12:24:14 PM Signing Complete Security Checked 1/29/2021 12:24:25 PM Completed Security Checked 1/29/2021 12:24:31 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure

ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, Carahsoft OBO City of South San Francisco (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.

Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below.

Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below.

Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us.

All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 6/4/2019 3:56:20 PM Parties agreed to: Wendy Cohen, Omar Galvan, Jacob Gilchrist, Claire Lai, Mike Futrell Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us.

How to contact Carahsoft OBO City of South San Francisco:

You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows:

To contact us by email send messages to: [email protected] To advise Carahsoft OBO City of South San Francisco of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at [email protected] and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address.

If you created a DocuSign account, you may update it with your new email address through your account preferences.

To request paper copies from Carahsoft OBO City of South San Francisco To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to [email protected] and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any.

To withdraw your consent with Carahsoft OBO City of South San Francisco To inform us that you no longer wish to receive future notices and disclosures in electronic format you may:
i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to [email protected] and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process..

Required hardware and software
The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guidesigning-system-requirements.

Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.

By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that:
 You can access and read this Electronic Record and Signature Disclosure; and  You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and
 Until or unless you notify Carahsoft OBO City of South San Francisco as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by Carahsoft OBO City of South San Francisco during the course of your relationship with Carahsoft OBO City of South San Francisco.

South San Francisco City CouncilOctober 12, 2022

South San Francisco City Council
October 12, 2022