South San Francisco City Council
August 14, 2024

Consulting Services Agreement between [Rev:03.24.2022 DRAFT] DATE City of South San Francisco and Presidio Systems, Inc. Page 1 of 22

CONSULTING SERVICES AGREEMENT BETWEEN

THE CITY OF SOUTH SAN FRANCISCO AND
PRESIDEO SYSTEMS, INC.

THIS AGREEMENT for consulting services (“Agreement”) is made by and between the City of South San Francisco (“City”) and Presidio Systems, Inc. (“Consultant”) (together sometimes referred to as the “Parties”) as of _______________ (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. The approved Consultant’s Cost Proposal is attached as Exhibit B and incorporated herein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, or Exhibit B, the Agreement shall prevail.

1.1 Performance Period. The term of this Agreement shall begin on the Effective Date and shall end on November 26, 2025, the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8.

Any recommendation for an agreement award is not binding on the City until the agreement is fully executed and approved by the City. The time provided to Consultant to complete the services required by this Agreement shall not affect the City’s right to terminate the Agreement, as provided for in Section 8.

1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in a substantial, first-class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession.

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.

Section 2. COMPENSATION. The method of payment for this Agreement will be based on actual costs. The total amount payable by the City shall not exceed Two Million Three Hundred Eighty-Nine Thousand Nine Hundred Eighty-Five Dollars and Eight-Five Cents ($2,389,985.80).

EXHIBIT A
Consulting Services Agreement between [Rev:03.24.2022 DRAFT] DATE City of South San Francisco and Presidio Systems, Inc. Page 2 of 22 The payments specified herein 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.

Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant’s estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement.

2.1 Reserved.

2.2 Invoices. Invoices shall be submitted, in duplicate, no later than thirty (30) calendar days after the performance of work for which Consultant is billing. Consultant shall submit invoices, not more often than once per month during the term of this Agreement, based on the costs for services performed and incurred prior to the invoice date. Invoices shall detail the work performed on each milestone and each project as applicable. Invoices shall follow the format stipulated for the Cost Proposal (Exhibit B) and shall reference this Agreement, SSF CIP project number and project title. Invoices shall be mailed to the City’s Contract Administrator at the following address:

Department of Public Works – Engineering Division
City of South San Francisco
315 Maple Ave
South San Francisco, CA 94080

2.3 Monthly Payment. Consultant will be reimbursed promptly according to California Regulations upon receipt by the City’s Contract Administrator of itemized invoices in duplicate. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. Progress payments will be made monthly in arrears based on services provided and allowable incurred costs. A pro rata portion of Consultant’s fixed fee will be included in the monthly progress payments. If Consultant fails to submit the required deliverable items according to the schedule set forth in Scope of Work (Exhibit A), the City shall have the right to delay payment or terminate this Agreement.

2.4 Final Payment. City shall pay the last ten percent (10%) of the total sum due pursuant to this Agreement within sixty (60) days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed.

2.5 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 Consulting Services Agreement between [Rev:03.24.2022 DRAFT] DATE City of South San Francisco and Presidio Systems, Inc. Page 3 of 22 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.

2.6 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the compensation schedule attached hereto and incorporated herein as Exhibit B.

2.7 Payment of Taxes, Tax Withholding. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes.

To be exempt from tax withholding, Consultant must provide City with a valid California Franchise Tax Board form 590 (“Form 590”), as may be amended and such Form 590 shall be attached hereto and incorporated herein as Exhibit D. Unless Consultant provides City with a valid Form 590 or other valid, written evidence of an exemption or waiver from withholding, City may withhold California taxes from payments to Consultant as required by law. Consultant shall obtain, and maintain on file for three (3) years after the termination of this Agreement, Form 590s (or other written evidence of exemptions or waivers) from all subcontractors. Consultant accepts sole responsibility for withholding taxes from any non-California resident subcontractor and shall submit written documentation of compliance with Consultant’s withholding duty to City upon request. .

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 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 Authorization 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 authorization from the Contract Administrator.

2.10 Prevailing Wage. Where applicable, the wages to be paid for a day's work to all classes of laborers, workmen, or mechanics on the work contemplated by this Agreement, shall be not less than the prevailing rate for a day’s work in the same trade or occupation in the locality within the state where the work hereby contemplates to be performed as determined by the Director of Industrial Relations pursuant to the Director’s authority under Labor Code Section 1770, et seq. Each laborer, worker or mechanic employed by Consultant or by any subcontractor shall receive the wages herein provided for. The Consultant shall pay two hundred dollars ($200), or whatever amount may be set by Labor Code Section 1775, as may be amended, per day penalty for each worker paid less than prevailing rate of per diem wages. The difference between the prevailing rate of per diem Consulting Services Agreement between [Rev:03.24.2022 DRAFT] DATE City of South San Francisco and Presidio Systems, Inc. Page 4 of 22 wages and the wage paid to each worker shall be paid by the Consultant to each worker.

An error on the part of an awarding body does not relieve the Consultant from responsibility for payment of the prevailing rate of per diem wages and penalties pursuant to Labor Code Sections 1770 1775. The City will not recognize any claim for additional compensation because of the payment by the Consultant for any wage rate in excess of prevailing wage rate set forth. The possibility of wage increases is one of the elements to be considered by the Consultant.
a. Posting of Schedule of Prevailing Wage Rates and Deductions. If the schedule of prevailing wage rates is not attached hereto pursuant to Labor Code Section 1773.2, the Consultant shall post at appropriate conspicuous points at the site of the project a schedule showing all determined prevailing wage rates for the various classes of laborers and mechanics to be engaged in work on the project under this contract and all deductions, if any, required by law to be made from unpaid wages actually earned by the laborers and mechanics so engaged.
b. Payroll Records. Each Consultant and subcontractor shall keep an accurate payroll record, showing the name, address, social security number, work week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by the Consultant in connection with the public work. Such records shall be certified and submitted weekly as required by Labor Code Section 1776.” 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 shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant’s use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities.

Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance listed below against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consistent with the following provisions, Consultant shall provide Certificates of Insurance, attached hereto and incorporated herein as Exhibit C, indicating that Consultant has obtained or currently maintains insurance that meets the requirements of this section and under forms of insurance satisfactory, in all respects, to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be Consulting Services Agreement between [Rev:03.24.2022 DRAFT] DATE City of South San Francisco and Presidio Systems, Inc. Page 5 of 22 included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s).

4.1 Workers’ Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000) per accident. In the alternative, Consultant may rely on a self-insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator (as defined in Section 10.9). The insurer, if insurance is provided, or the Consultant, if a program of selfinsurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement.

4.2 Commercial General and Automobile Liability Insurance.

4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting there from, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and nonowned automobiles.

4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 or GL 0002 (most recent editions) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 8 and 9. No endorsement shall be attached limiting the coverage.

4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy:

Consulting Services Agreement between [Rev:03.24.2022 DRAFT] DATE City of South San Francisco and Presidio Systems, Inc. Page 6 of 22 a. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis.
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.

4.3 Professional Liability Insurance.

4.3.1 General requirements. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals’ errors and omissions. Any deductible or self-insured retention shall not exceed ONE HUNDRED FIFTY THOUSAND DOLLARS $150,000 per claim.

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. c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five (5) years after completion of the Agreement or the work.

The City shall have the right to exercise, at the Consultant’s sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage.
d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement.

4.4 All Policies Requirements.

4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII.

4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with complete copies of all policies delivered to Consultant by the insurer, including complete copies of all endorsements attached Consulting Services Agreement between [Rev:03.24.2022 DRAFT] DATE City of South San Francisco and Presidio Systems, Inc. Page 7 of 22 to those policies. All copies of policies and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. If the City does not receive the required insurance documents prior to the Consultant beginning work, it shall not waive the Consultant’s obligation to provide them. The City reserves the right to require complete copies of all required insurance policies at any time.

4.4.3 Notice of Reduction in or Cancellation of Coverage. A certified endorsement shall be attached to all insurance obtained pursuant to this Agreement stating that coverage shall not be suspended, voided, canceled by either party, or reduced in coverage or in limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. In the event that any coverage required by this section is reduced, limited, cancelled, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant’s earliest possible opportunity and in no case later than ten (10) working days after Consultant is notified of the change in coverage.

4.4.4 Additional insured; primary insurance. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured’s general supervision of Consultant; products and completed operations of Consultant, as applicable; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant in the course of providing services pursuant to this Agreement. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers.

A certified endorsement must be attached to all policies stating that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage.

4.4.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to and obtain the approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement.

Further, if the Consultant’s insurance policy includes a self-insured retention that must be paid by a named insured as a precondition of the insurer’s liability, or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers do not serve to satisfy the selfinsured retention, such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this agreement so as to not prevent any of the parties to this agreement from satisfying or paying the selfinsured retention required to be paid as a precondition to the insurer’s liability.

Additionally, the certificates of insurance must note whether the policy does or does not include any self-insured retention and also must disclose the deductible.

Consulting Services Agreement between [Rev:03.24.2022 DRAFT] DATE City of South San Francisco and Presidio Systems, Inc. Page 8 of 22 During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Consultant may increase such deductibles or self-insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them.

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 “wasting” policy limit.

4.4.8 Variation. The City may approve a variation in the 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 otherwise fully protected.

4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant’s breach:
a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement;
b. Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or c. Terminate this Agreement.

Section 5. INDEMNIFICATION AND CONSULTANT’S RESPONSIBILITIES. To the fullest extent permitted by law, Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly Consulting Services Agreement between [Rev:03.24.2022 DRAFT] DATE City of South San Francisco and Presidio Systems, Inc. Page 9 of 22 liable, or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the gross negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code.

Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration.

In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

Section 6. STATUS OF CONSULTANT.

6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits.

6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no 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.

Section 7. LEGAL REQUIREMENTS.

7.1 Governing Law. The laws of the State of California shall govern this Agreement.

Consulting Services Agreement between [Rev:03.24.2022 DRAFT] DATE City of South San Francisco and Presidio Systems, Inc. Page 10 of 22

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

7.3 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.

7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals, including from City, of what-so-ever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City.

7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a person’s race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby.

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

Section 8. TERMINATION AND MODIFICATION.

8.1 Termination. City may cancel this Agreement at any time and without cause upon not less than thirty (30) calendar days written notification to Consultant (delivered by certified mail, return receipt requested). Upon termination, City shall be entitled to all work, including but not limited to, reports, investigations, appraisals, inventories, studies, analyses, drawings and data estimates performed to that date, whether completed or not, and in accordance with Section 9.1.

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

Consulting Services Agreement between [Rev:03.24.2022 DRAFT] DATE City of South San Francisco and Presidio Systems, Inc. Page 11 of 22 In the event of termination, Consultant shall be entitled to compensation for services performed to the date of notice of termination as provided for in this Agreement; City, however, may condition payment of such compensation upon Consultant delivering to City all materials described in Section 9.1.

City may temporarily suspend this Agreement, at no additional cost to City, provided that Consultant is given written notice (delivered by certified mail, return receipt requested) of temporary suspension. If City gives such notice of temporary suspension, Consultant shall immediately suspend its activities under this Agreement. A temporary suspension may be issued concurrent with the notice of termination provided for in this section.

8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period.

8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties.

8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant’s unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant.

Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not assign or subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator.

8.4.1 Subcontracting
A. Nothing contained in this contract or otherwise, shall create any contractual relation between LOCAL AGENCY and any subconsultant(s), and no subcontract shall relieve CONSULTANT of its responsibilities and obligations hereunder. CONSULTANT agrees to be as fully responsible to LOCAL AGNECY for the acts and omissions of its subconsultant(s) and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by CONSULTANT. CONSULTANT’s obligation to pay its subconsultant(s) is an independent obligation from LOCAL AGENCY”s obligation to make payments to the CONSULTANT.

Consulting Services Agreement between [Rev:03.24.2022 DRAFT] DATE City of South San Francisco and Presidio Systems, Inc. Page 12 of 22 B. CONSULTANT shall perform the work contemplated with resources available within its organization and no portion of the work pertinent to this contract shall be subcontracted without written authorization by LOCAL AGENCY’s Contract Administrator, except that, which is expressly identified in the approved Cost Proposal.

C. CONSULTANT shall pay its subconsultants within ten (10) calendar days from receipt of each payment made to CONSULTANT by LOCAL AGENCY.

D. Any subcontract in excess of $25,000 entered into as a result of this contract shall contain all the provisions in this contract to be applicable to subconsultants.

E. Any substitution of subconsultant(s) must be approved in writing by LOCAL AGENCY’s Contract Administrator prior to the start of work by the subconsultant(s).

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.

8.6 Options upon Breach by Consultant. Notwithstanding any provisions of this Agreement, Consultant shall not be relieved of liability to City for damages sustained by City by virtue of any breach of this Agreement by Consultant, and City may withhold any payments due to Consultant until such time as the exact amount of damages, if any, due City from Consultant is determined. If Consultant materially breaches any of the terms of this Agreement, City’s remedies shall include, but not be limited to, the following:

8.6.1 Immediately terminate the Agreement;

8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement;

8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or

8.6.4 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.

Section 9. KEEPING AND STATUS OF RECORDS.

9.1 Records Created as Part of Consultant’s Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consulting Services Agreement between [Rev:03.24.2022 DRAFT] DATE City of South San Francisco and Presidio Systems, Inc. Page 13 of 22 Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties unless required by law.

9.2 Consultant’s Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement.

9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of 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), the 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.

9.3.1 Retention of Records/Audit
For the purpose of determining compliance with Public Contract Code 10115, et seq. and Title 21, California Code of Regulations, Chapter 21, Section 2500 et seq., when applicable and other matters connected with the performance of the contract pursuant to Government Code 8546.7; Consultant, subconsultants, and City shall maintain and make available for inspection all books, documents, papers, accounting records, Independent CPA Audited Indirect Cost Rate workpapers and other evidence pertaining to the performance of the contract, including but not limited to, the costs of administering the contract. All parties, including the Consultant’s Independent CPA, shall make such materials available at their respective offices at all reasonable times during the term of the Agreement and for three years from the date of final payment under the Agreement. The state, State Auditor, City, FHWA, or any duly authorized representative of the Federal Government having jurisdiction under Federal laws or regulations (including the basis of Federal funding in whole or in part) shall have access to any books, records, and documents of Consultant, Subconsultants, and the Consultant;s Independent certified public accountants (CPA) work papers that are pertinent to the Agreement and indirect cost rates (ICR) for audit, examinations, workpaper review, excerpts, and transactions, and copies thereof shall be furnished without limitation. Subcontracts in excess of $25,000 shall contain the provision.

Consulting Services Agreement between [Rev:03.24.2022 DRAFT] DATE City of South San Francisco and Presidio Systems, Inc. Page 14 of 22

9.3.2 Audit Review Procedures.

A. Any dispute concerning a question of fact arising under an interim or post audit of this contract that is not disposed of by agreement, shall be reviewed by City’s Finance Director.

B. Not later than 30 days after issuance of the final audit report, Consultant may request a review by City’s Finance Director of unresolved audit issues. The request for review will be submitted in writing.

C. Neither the pendency of a dispute nor its consideration by City will excuse Consultant from full and timely performance, in accordance with the terms of this Agreement.

9.4 Records Submitted in Response to an Invitation to Bid or Request for Proposals. All responses to a Request for Proposals (RFP) or invitation to bid issued by the City become the exclusive property of the City. At such time as the City selects a bid, all proposals received become a matter of public record, and shall be regarded as public records, with the exception of those elements in each proposal that are defined by Consultant and plainly marked as “Confidential,” "Business Secret" or “Trade Secret." The City shall not be liable or in any way responsible for the disclosure of any such proposal or portions thereof, if Consultant has not plainly marked it as a "Trade Secret" or "Business Secret," or if disclosure is required under the Public Records Act.

Although the California Public Records Act recognizes that certain confidential trade secret information may be protected from disclosure, the City may not be in a position to establish that the information that a prospective bidder submits is a trade secret. If a request is made for information marked "Trade Secret" or "Business Secret," and the requester takes legal action seeking release of the materials it believes does not constitute trade secret information, by submitting a proposal, Consultant agrees to indemnify, defend and hold harmless the City, its agents and employees, from any judgment, fines, penalties, and award of attorneys fees awarded against the City in favor of the party requesting the information, and any and all costs connected with that defense. This obligation to indemnify survives the City's award of the contract. Consultant agrees that this indemnification survives as long as the trade secret information is in the City's possession, which includes a minimum retention period for such documents.

Section 10 MISCELLANEOUS PROVISIONS.

10.1 Attorneys’ 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.

Consulting Services Agreement between [Rev:03.24.2022 DRAFT] DATE City of South San Francisco and Presidio Systems, Inc. Page 15 of 22

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.

10.3 Severability. If a court of competent jurisdiction finds or 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.

10.5 Successors and Assigns. The provisions of 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. During the term of this Agreement, the Consultant shall disclose any financial, business, or other relationship with City that may have an impact upon the outcome of this Agreement or any ensuing City construction project. The Consultant shall also list current clients who may have a financial interest in the outcome of this Agreement or any ensuing City construction project which will follow. Consultant certifies that it has disclosed to City any actual, apparent, or potential conflicts of interest that may exist relative to the services to be provided pursuant to this Agreement. Consultant agrees to advise City of any actual, apparent or potential conflicts of interest that may develop subsequent to the date of execution of this Agreement. Consultant further agrees to complete any statements of economic interest if required by either City ordinance or State law. The Consultant hereby certifies that it does not now have nor shall it acquire any financial or business interest that would conflict with the performance of services under this Agreement. The Consultant hereby certifies that the Consultant or subconsultant and any firm affiliated with the Consultant or subconsultant that bids on any construction contract or on any Agreement to provide construction inspection for any construction project resulting from this Agreement, has established necessary controls to ensure a conflict of interest does not exist. An affiliated firm is one, which is subject to the control of the same persons, through joint ownership or otherwise.

Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a “conflict of Consulting Services Agreement between [Rev:03.24.2022 DRAFT] DATE City of South San Francisco and Presidio Systems, Inc. Page 16 of 22 interest,” as that term is defined in the Political Reform Act, 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 this Agreement that would violate California Government Code Sections 1090 et seq.

Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve (12) months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code §1090 et seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California.

10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials.

10.9 Contract Administration. This Agreement shall be administered by Jeffrey Chou, Senior Engineer ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee.

10.10 Notices. All notices and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given (i) when received if personally delivered; (ii) when received if transmitted by telecopy, if received during normal business hours on a business day (or if not, the next business day after delivery) provided that such facsimile is legible and that at the time such facsimile is sent the sending Party receives written confirmation of receipt; (iii) if sent for next day delivery to a domestic address by recognized overnight delivery service (e.g., Federal Express); and (iv) upon receipt, if sent by certified or registered mail, return receipt requested. In each case notice shall be sent to the respective Parties as follows:

Consultant:

Alex Negrete, Project Manager
Presidio Systems Inc
159 Wright Brothers Ave
Livermore CA 94551
City:

City Clerk
City of South San Francisco
Consulting Services Agreement between [Rev:03.24.2022 DRAFT] DATE City of South San Francisco and Presidio Systems, Inc. Page 17 of 22 400 Grand Avenue
South San Francisco, CA 94080

10.11 Professional Seal. Where applicable in the determination of the contract administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled "Seal and Signature of Registered Professional with report/design responsibility," as in the following example.

Seal and Signature of Registered Professional with
report/design responsibility.

10.12 Integration. This Agreement, including all Exhibits attached hereto, and incorporated herein, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral pertaining to the matters herein.

10.13 Counterparts. This Agreement may be executed in counterparts and/or by facsimile or other electronic means, and when each Party has signed and delivered at least one such counterpart, each counterpart shall be deemed an original, and, when taken together with other signed counterpart, shall constitute one Agreement, which shall be binding upon and effective as to all Parties..

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.

10.15 No Third Party Beneficiaries. This Agreement is made solely for the benefit of the Parties hereto with no intent to benefit any non-signatory third parties.

10.16 Cost Principles and Administrative Requirements.
a. Consultant agreed that the Contract Cost Principles and Procedures, 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., shall be used to determine the cost allowability of individual items.
b. Consultant also agrees to comply with federal procedures in accordance with 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards.

Consulting Services Agreement between [Rev:03.24.2022 DRAFT] DATE City of South San Francisco and Presidio Systems, Inc. Page 18 of 22 c. Any costs for which payment has been made to Consultant that are determined by subsequent audit to be unallowable under 49 CFR, Part 31 or 2 CFR Part 200 are subject to repayment by Consultant to City.
d. When a Consultant or Subconsultant is a Non-Profit Organization or an Institute of Higher Education, the Cost Principles for Title 2 CFR Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards shall apply..

10.17 State Prevailing Wage Rates. The State of California’s General Prevailing Wage Rates are not applicable to this contract.

10.18 Rebates, Kickbacks or Other Unlawful Consideration. Consultant warrants that this Agreement was not obtained or secured through rebates, kickbacks or other unlawful consideration, either promised or paid to any City employee. For breach or violation of this warranty, City shall have the right in its discretion; to terminate the Agreement without liability; to pay only for the value of the work actually performed; or to deduct from the total compensation stated in this Agreement; or otherwise recover the full amount of such rebate, kickback or other unlawful consideration.

10.19 Non-Discrimination and Statement of Compliance.
a. Consultant’s signature affixed herein, and dated, shall constitute a certification under penalty of perjury under the laws of the State of California that Consultant has, unless exempt, complied with the nondiscrimination program requirements of Government Code Section 12990 and Title 2, California Administrative Code, Section 8103. b. During the performance of this Agreement, Consultant and its subconsultants shall not deny the Agreement’s benefits to any person on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status, nor shall they unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran statusshall Consultant and subconsultants shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment.
c. Consultants and subconsultants shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12990 (a-f) et seq.) and the applicable regulations promulgated there under (2 CCR §11000 et seqCalifornia Code of Regulations, Title 2, Section 7285 et seq.), the provisions of Gov. Code §§11135- 11139.5, and the regulations or standards adopted by the City to implement such article. The applicable regulations of the Fair Employment and Housing Commission implementing Government Code §12990 (a-f), set forth 2 CCR §§8100-8504set forth in Consulting Services Agreement between [Rev:03.24.2022 DRAFT] DATE City of South San Francisco and Presidio Systems, Inc. Page 19 of 22 Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Contract Agreement by reference and made a part hereof as if set forth in full. d. Consultant shall permit access by representatives of the Department of Fair Employment and Housing and the City upon reasonable notice at any time during the normal business hours, but in no case less than twenty-four (24) hours’ notice, to such of its books, records, accounts, and all other sources of information and its facilities as said Department or the City shall require to ascertain compliance with this clause. e. Consultant and its subconsultants shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement.
f. Consultant shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under this Agreement. g. The Consultant shall comply with regulations relative to Title VI (nondiscrimination in federally-assisted programs of the Department of Transportation – Title 49 Code of Federal Regulations, Part 21 – Effectuation of Title VI of the 1964 Civil Rights Act).

Title VI provides that the recipients of federal assistance will implement and maintain a policy of nondiscrimination in which no person in the State of California shall, on the basis of race, color, national origin, religion, sex, age, disability, be excluded from participation in, denied the benefits of or subject to discrimination under any program or activity by the recipients of federal assistance of their assignees and successors in interest.
h. The Consultant, with regard to the work, performed by it during the Agreement shall act in accordance with Title VI. Specifically, the Consultant shall not discriminate on the basis of race, color, national origin, religion, sex, age, or disability in selection and retention of Subconsultants, including procurement of materials and leases of equipment. The Consultant shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the U.S. DOT’s Regulations, including employment practices when the Agreement covers a program whose goal is employment.

10.20 Debarment and Suspension Certification.

a. Consultant’s signature affixed herein, shall constitute a certification under penalty of perjury under the laws of the State of California, that Consultant or any person associated therewith in the capacity of owner, partner, director, officer or manager:

1. Is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency;
Consulting Services Agreement between [Rev:03.24.2022 DRAFT] DATE City of South San Francisco and Presidio Systems, Inc. Page 20 of 22

2. Has not been suspended, debarred, voluntarily excluded, or determined ineligible by any federal agency within the past three (3) years;

3. Does not have a proposed debarment pending; and

4. Has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three (3) years.
b. Any exceptions to this certification must be disclosed to City. Exceptions will not necessarily result in denial of recommendation for award, but will be considered in determining Consultant responsibility. Disclosures must indicate to whom exceptions apply, initiating agency, and dates of action.
c. Exceptions to the Federal Government Excluded Parties List System maintained by the General Services Administration are to be determined by the Federal Highway Administration.

10.21 Equipment Purchase and Other Capital Expenditures. a. Prior authorization in writing by City’s Contract Administrator shall be required before Consultant enters into any unbudgeted purchase order, or subcontract exceeding five thousand dollars ($5,000) for supplies, equipment, or Consultant services. Consultant shall provide an evaluation of the necessity or desirability of incurring such costs.
b. For purchase of any item, service, or consulting work not covered in Consultant’s approved Cost Proposal and exceeding five thousand dollars ($5,000), with prior authorization by City’s Contract Administrator, three competitive quotations must be submitted with the request, or the absence of bidding must be adequately justified. c. Any equipment purchased with funds provided under the terms of this Agreement is subject to the following:

1. Consultant shall maintain an inventory of all nonexpendable property.

Nonexpendable property is defined as having a useful life of at least two years and an acquisition cost of five thousand dollars ($5,000) or more. If the purchased equipment needs replacement and is sold or traded in, City shall receive a proper refund or credit at the conclusion of the Agreement, or if the Agreement is terminated, Consultant may either keep the equipment and credit City in an amount equal to its fair market value, or sell such equipment at the best price obtainable at a public or private sale, in accordance with established City procedures; and credit City in an amount equal to the sales price. If Consultant elects to keep the equipment, fair market value shall be determined at Consultant’s expense, on the basis of a competent independent appraisal of such equipment. Appraisals shall be obtained from an appraiser mutually Consulting Services Agreement between [Rev:03.24.2022 DRAFT] DATE City of South San Francisco and Presidio Systems, Inc. Page 21 of 22 agreeable to by City and Consultant, if it is determined to sell the equipment, the terms and conditions of such sale must be approved in advance by City.

2. Regulation 2 CFR Part 200 requires a credit to Federal funds when participating equipment with a fair market value greater than five thousand dollars ($5,000) is credited to the project.

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

Consulting Services Agreement between [Rev:03.24.2022 DRAFT] DATE City of South San Francisco and Presidio Systems, Inc. Page 22 of 22 CITY OF SOUTH SAN FRANCISCO PRESIDIO SYSTEMS, INC.
____________________________ _____________________________________ Sharon Ranals Mike Schratz
City Manager Operations Manager

Attest:
_____________________________
City Clerk
Approved as to Form:
____________________________
City Attorney
2729962.1

EXHIBIT A

SCOPE OF WORK
Presidio Systems, Inc.
/LFHQVH
Industrial Process Controls ™ Construction and Environmental Services ™ Electrical Services ™ Pipeline Inspection/Certification 159 Wright Brothers Avenue, Livermore, CA 94551 ™ (925) 456-8400 Phone ™ (925) 456-8404 Fax www.presidiosystems.com
8QGHUVWDQGLQJRIWKH3URMHFW
36,8QGHUVWDQGVWKH3URMHFWFRYHUVWKHHQWLUH6R6DQ)UDQFLVFRVHZHUV\VWHPRI DSSUR[LPDWHO\OLQHDUIHHWDQGLQVSHFWLRQRIPDQKROHV 2XUUHVSRQVLELOLW\ZLOOEHK\GURFOHDQLQJWKHQSHUIRUPLQJ&&79DQG/HYHOPDQKROH LQVSHFWLRQV
7KHNH\WRPDNLQJWKHMREVXFFHVVIXO

 (VWDEOLVKDZRUN3ODQ

D 36,VKDOOILUVWXSORDGWKH&LW\RI6RXWK6DQ)UDQFLVFRV6HZHU*,6OD\HU LQIRUPDWLRQIRUXVHZLWKLQ&&79VRIWZDUHLQVLGHWKH&&79YHKLFOHEHIRUH FRPPHQLQJZRUN8WLOL]LQJWKH*,6OD\HUGXULQJ&&79RSHUDWLRQVZLOO PLQLPL]HGDWDHQWU\HUURUV
E 3ULQWKDUGFRS\PDSVDGGILHOGQRWHVDVZHJR
F (VWDEOLVKGXPSLQJVLWHDQGZDWHU
 &RPPXQLFDWLRQ

D (VWDEOLVKDFRPPXQLFDWLRQQHWZRUNZLWKNH\&LW\DQG3XEOLF:RUNV SHUVRQQHO
E (VWDEOLVKDVWDUWLQJSRLQWDQGWLPHOLQHV
F 6HWXSZHHNO\PHHWLQJVWRJDXJHSURJUHVV
G *RRYHUKRWVSRWVDQGDQ\LVVXHVWKDWDULVH
 5HYLHZPDSIRUHDVHPHQWV7KLVDOORZVXVSOHQW\RIWLPHWRQRWLI\WKHUHVLGHQWV ZLWKQRWLFHV
 5HYLHZPDSIRUDUHDVIRUH[FHVVLYHWUDIILFRUXQVDIHVLWXDWLRQVWKDWPLJKWQHHG HQKDQFHGWUDIILFFRQWURO
3UHVLGLR6\VWHPVLVFXUUHQWO\ILQLVKLQJXSWKHHQWLUH6RXWK6DQ)UDQFLVFRVWRUPGUDLQ V\VWHPDQGRXUDSSURDFKZLOOEHWKHVDPHIRUWKHVHZHUV\VWHP36,¶VUHVXOWVDQGZRUN ZHUHRQGLVSOD\36,KDVDJUHDWZRUNLQJUHODWLRQVKLSZLWKWKH&LW\DQG3XEOLF:RUNV ZRUNLQJWRJHWKHUDVRQHWHDP:RUNSODQVZHUHFOHDUO\FRPPXQLFDWHGDQGPDSSHGRXW WRDOODQGZKHQLVVXHVDURVHZHLQIRUPHGRXU&LW\FRQWDFWVDQGZRUNHGWRJHWKHUWR VROYHWKHLVVXH:HH[SHULHQFHGQRUHVLGHQFHFRPSODLQWVDQGDOOKHDY\WUDIILFDUHDV KDGJRRGWUDIILFFRQWURO
36,¶VSHUVRQQHONQRZWKH&LW\DQGZLOOFRQWLQXHWREULQJWKHH[SHUWLVHWRWKHVHZHU SURMHFW
Presidio Systems, Inc.
/LFHQVH
Industrial Process Controls ™ Construction and Environmental Services ™ Electrical Services ™ Pipeline Inspection/Certification 159 Wright Brothers Avenue, Livermore, CA 94551 ™ (925) 456-8400 Phone ™ (925) 456-8404 Fax www.presidiosystems.com
:RUN3ODQ
3URMHFW
6RXWK6DQ)UDQFLVFR&&79,QVSHFWLRQ6HUYLFHIRU6DQLWDU\6HZHU5HKDELOLWDWLRQ 3URMHFW
66

7KHILHOGSURFHGXUHLQFOXGHV
3ODQQLQJ6DIHW\6HWXS(TXLSPHQW,QVSHFWLRQDQG
'RFXPHQWDWLRQ3UHVLGLR6\VWHPV,QF
VDSSURDFKLVWR&&79DQGFOHDQIURPWKHWRSRIWKH
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
3LSHOLQH2EVHUYDWLRQ6\VWHP0DQDJHPHQW
ZLWK
6XEVLWHDQG5DXVFK,QVSHFWLRQ&DPHUD6\VWHP
8VLQJ+LJKUHVROXWLRQYLGHRZLWK]RRP,QWHJUDWHGSDQWLOWKHDGZLWKƒRISDQDQGƒRI URWDWLRQIRUIXOOƒLQVSHFWLRQFDSDELOLWLHVDQGDVWHHUDEOHWUDQVSRUWHU x 7LWOH5HSRUWLVDFXVWRPL]DEOHUHSRUWWKDWVKRZVDQRYHUYLHZRIWKHKHDGHULQIRUPDWLRQ DERXWWKHDVVHWWKDWZDVLQVSHFWHG
x 7KHIDXOWUHSRUWZLOOGLVSOD\DOOREVHUYDWLRQVWKDWZHUHPDGHGXULQJDQDVVHVVPHQW7KH GLVWDQFHREVHUYDWLRQDQGWLPHWKHREVHUYDWLRQRFFXUVLQWKHZKROHUXQYLGHR x 7KHSORWUHSRUWJLYHVDELUG¶VH\HYLHZRIWKHSLSHVHJPHQWWKDWZDVLQVSHFWHG7KH ORFDWLRQRIWKHREVHUYDWLRQLVGLVSOD\HGDQGWKHSLSHVHJPHQWVZLOOEHFRORUFRGHGEDVHG RQVHYHULW\
x 7KH9LGHR5HSRUWZLOOVKRZDOLQNWRWKHZKROHUXQYLGHRVWKDWZHUHFUHDWHGGXULQJWKH LQVSHFWLRQ6LPSO\FOLFNRQWKHYLGHROLQNWRSOD\WKHYLGHRLQ\RXUFRPSXWHU¶VGHIDXOW YLGHRSOD\HU2QH[SRUWHGUHSRUWVDYLGHRZLQGRZZLOODOVRDSSHDUZKLFKZLOOSOD\WKH YLGHRRQWKHZHESDJH
x 7KH'HIHFW5HSRUWLVIRU1$66&2IRUPDWWHG3$&3/$&3DQG0$&3LQVSHFWLRQV,W ZLOOVKRZDQLQVSHFWLRQUHSRUWLQWKHWUDGLWLRQDO1$66&2IRUPDWEDVHGRQWKHRULJLQDO SDSHUVW\OHUHSRUWV
Presidio Systems, Inc.
/LFHQVH
Industrial Process Controls ™ Construction and Environmental Services ™ Electrical Services ™ Pipeline Inspection/Certification 159 Wright Brothers Avenue, Livermore, CA 94551 ™ (925) 456-8400 Phone ™ (925) 456-8404 Fax www.presidiosystems.com
,, &OHDQLQJ3URFHGXUH
x 7KHGHVLJQDWHGSLSHOLQHVHFWLRQVVKDOOEHFOHDQHGXVLQJD9DFWRUWUXFNK\GUDXOLFDOO\ SURSHOOHGKLJKYHORFLW\MHWSRZHUHGHTXLSPHQW6HOHFWLRQRIWKHHTXLSPHQW1R]]OHVXVHG VKDOOEHEDVHGRQWKHFRQGLWLRQVRIWKHOLQHDWWKHWLPHWKHZRUNFRPPHQFHV7KH HTXLSPHQWZLOOEHFDSDEOHRIUHPRYLQJGLUWJUHDVHURFNVVDQGURRWVDQGRWKHU PDWHULDOVDQGREVWUXFWLRQVIURPWKHSLSHOLQHVDQGPDQKROHV x $PLQLPXPRIWKUHH

FRPSOHWHSDVVHV
IRUZDUGDQGEDFNZDUG
ZLWKDK\GUDXOLFQR]]OH
ZLOOEHGRQH,IWKHLQLWLDOWKUHH

SDVVHV
IRUZDUGDQGEDFNZDUG
XVLQJPXOWLSOH
WHFKQLTXHVDUHQRWDEOHWRUHPRYHWKHGHEULVWRSURYLGHDFOHDUSLFWXUHWRYLHZ RIWKH
RULJLQDOGLDPHWHURIWKHSLSH3UHVLGLR6\VWHPVVKDOOQRWLI\WKH(QJLQHHU RUGHVLJQDWHG

UHSUHVHQWDWLYH
7KH(QJLQHHU
RUUHSUHVHQWDWLYH
PD\GLUHFW3UHVLGLR6\VWHPVWRFRQWLQXH
WRFOHDQWKHSLSHOLQHXQWLODPLQLPXPRI
RIWKHRULJLQDOGLDPHWHUFDQEHYLHZHG
x $OOVOXGJHGLUWVDQGURFNVJUHDVHURRWVDQGRWKHUVROLGRUVHPLVROLGPDWHULDOUHVXOWLQJ IURPWKHFOHDQLQJRSHUDWLRQVKDOOEHFROOHFWHGDQGUHPRYHGDWWKHGRZQVWUHDPPDQKROH RIWKHVHFWLRQEHLQJFOHDQHG
x ([FHVVZDWHUZLOOEHGHFDQLQWRDQHDUE\VHZHUOLQHRUDWDGHVLJQDWHGFLW\DSSURYHG ORFDWLRQ
x 'LVSRVDORI0DWHULDOV
$OOVOXGJHGLUWVDQGURFNVJUHDVHURRWVDQGRWKHUVROLGV UHVXOWLQJIURPWKHFOHDQLQJRSHUDWLRQZLOOEHUHPRYHGIURPWKHVLWHDQGSURSHUO\GLVSRVHG RI
,,, 1$6&&20$&3'DWD&ROOHFWLRQ8VLQJ3260
3LSHOLQH2EVHUYDWLRQ6\VWHP
0DQDJHPHQW

7KHILHOGSURFHGXUHLQFOXGHV
3ODQQLQJ6DIHW\6HWXS(TXLSPHQW,QVSHFWLRQDQG
'RFXPHQWDWLRQ0DQKROHLQVSHFWLRQLQFOXGHVVXUIDFHLQVSHFWLRQDQGLQWHUQDOLQVSHFWLRQ 8VLQJD0LFURVRIW6XUIDFH3URWDEOHWZLWKD+LJKUHVROXWLRQFDPHUDDOORZVIRUFRQVLVWHQW0$&3 UHSRUWLQJZLWKDWWDFKHGSKRWRJUDSKV
/HYHO
6XUIDFH,QVSHFWLRQV
x $OHYHORQHLQVSHFWLRQJDWKHUVEDVLFFRQGLWLRQDVVHVVPHQWLQIRUPDWLRQRQDOOWKHH[LVWLQJ GHIHFWVGHWHUPLQHVWKHFRQGLWLRQRIWKHPDQKROHDQGSURYLGHVVSHFLILFLQIRUPDWLRQWR UHFRPPHQGRUVSHFLI\FRUUHFWLYHDFWLRQV7KHOHYHORQHLQVSHFWLRQJDWKHUVHQRXJK LQIRUPDWLRQWRGHWHUPLQHLIDFRPSUHKHQVLYHOHYHOLQVSHFWLRQLVDSSURSULDWH x 7KHW\SHRILQVSHFWLRQSHUIRUPHGDQGKRZLQIRUPDWLRQLVJDWKHUHGZLOOEHGRFXPHQWHGLQ 1$66&2¶V0$&3IRUPDW&RPPHQWVUHJDUGLQJDQ\XQXVXDOPDQKROHFKDUDFWHULVWLFVRU REVHUYDWLRQVZLOOEHGRFXPHQWHGLQDFRPPHQWVHFWLRQRQWKHILHOGIRUPV([DPSOHV LQFOXGHORRVHPRUWDURUEULFNVK\GURJHQVXOILGHGDPDJHH[SRVHGUHEDUGLVORFDWHGFRQH RIIFHQWHUIUDPHHWF
x 6HYHUDOGLJLWDOSKRWRJUDSKVDUHLQWKHFRPSOHWLRQRIWKLVSURMHFW$VDPLQLPXPWKH SKRWRJUDSKVWDNHQDUH

Presidio Systems, Inc.
/LFHQVH
Industrial Process Controls ™ Construction and Environmental Services ™ Electrical Services ™ Pipeline Inspection/Certification 159 Wright Brothers Avenue, Livermore, CA 94551 ™ (925) 456-8400 Phone ™ (925) 456-8404 Fax www.presidiosystems.com
D
$UHDSKRWRJUDSK
V
WDNHQLQDQRUWKRULHQWDWLRQVKRZLQJWKHJURXQGOHYHO FKDUDFWHULVWLFVVXUURXQGLQJWKHFRYHUDQGSK\VLFDOJURXQGIHDWXUHVLPSDFWLQJWKH PDQKROHDWJURXQGOHYHO
E
3KRWRJUDSKWDNHQZKLOHVWDQGLQJRQWKHVXUIDFHGLUHFWO\DERYHWKHRXWOHWRIWKH PDQKROHORRNLQJDWWKHIORZFRQGLWLRQDWWKHERWWRPRIWKHPDQKROH3KRWRJUDSKV RIHDFKSLSHFRQQHFWLRQOHDYLQJRUHQWHULQJWKHPDQKROHDVLGHQWLILHGRQWKH LQVSHFWLRQIRUP7KHSKRWRJUDSKZLOOEHWDNHQVXFKWKDWWKHWRSRIWKHSKRWRKDVD QRUWK RULHQWDWLRQ
F
3KRWRJUDSKVZLOOEHVXSSOLHGDV-3(*LPDJHVRURWKHUDSSURYHGIRUPDWV)LOHVDUH QDPHGXVLQJWKHIXOOPDQKROHQXPEHUDQGWKHQXPEHUDVVLJQHGWRWKHSLFWXUHDW WKDWPDQKROHEDVHGRQWKHQXPEHURISLFWXUHVWDNHQ
/HYHO
9LD0DQ(QWU\&DPHUDRU6SHFLDOL]HG(TXLSPHQW
$OHYHOLQVSHFWLRQJDWKHUVDOORIWKHOHYHORQHLQVSHFWLRQDQGPRUHGHWDLOHGLQIRUPDWLRQWRIXOO\ GRFXPHQWDOOWKHH[LVWLQJGHIHFWVGHWHUPLQHWKHFRQGLWLRQRIWKHPDQKROHDQGSURYLGHVSHFLILF LQIRUPDWLRQWRUHFRPPHQGRUVSHFLI\FRUUHFWLYHDFWLRQV x 1RQPDQHQWU\
x &RPSUHKHQVLYHLQIRFRQFHUQLQJDOOWKHFRPSRQHQWVRIWKHPDQKROH x &DPHUDHTXLSPHQWREVHUYLQJDQGSKRWRJUDSKLQJWKHVHFRPSRQHQWVDQGGHIHFWV WKURXJKRXWWKHHQWLUHPDQKROH

,9 7UDIILF&RQWURO
x 36,SXWVDVWURQJHIIRUWLQWRQRWLPSDFWLQJWUDIILFE\XVLQJDQRWKHUDFFHVVSRLQWRIIEXV\ LQWHUVHFWLRQVKRZHYHULI36,QHHGVWRDFFHVVVWUXFWXUHVWKDWDUHORFDWHGLQEXV\ LQWHUVHFWLRQV36,LVIXOO\WUDLQHGDQGHTXLSSHGWRVHWXSWKHZRUN]RQH7KHZRUN]RQH FRQVLVWVRIDGYDQFHGKLJKYLVLEOHZDUQLQJVLJQVDOHUWLQJPRWRULVWVRIXSFRPLQJFKDQJHV DWUDQVLWLRQDUHDXVLQJWUDIILFFRQWUROGHYLFHVIRUODQHFORVXUHVDQGWUDIILFSDWWHUQVKLIWVD EXIIHUDUHDDZRUNDUHDDQGDWHUPLQDWLRQDUHDWRDOORZWUDIILFWRUHVXPHEDFNWRQRUPDO x $OO36,SHUVRQQHOKDYHSHUVRQDOSURWHFWLYHHTXLSPHQWLQFOXGLQJKDUGKDWVVWHHOWRHG ERRWVKLJKO\YLVLEOHFORWKLQJDQGGHSHQGLQJRQWKHQRLVHOHYHOVKHDULQJSURWHFWLRQ x 36,IROORZVWKHODWHVWHGLWLRQRIWKH&DOLIRUQLD0DQXDORQ8QLIRUP7UDIILF&RQWURO 'HYLFHV
087&'

ID Task
Mode
Task Name Duration Start Finish
0 Pipeline Schedule 2024-07A 323 days Mon 9/2/24 Wed 11/26/25 1 Task 1 - General Services 289 days Mon 9/2/24 Thu 10/9/25 2 Project Kickoff 1 day Mon 9/2/24 Mon 9/2/24 3 4 Task 2 - Inspections 289 days Mon 9/9/24 Thu 10/16/25 5 Task 2 - Video Inspection, Manhole Inspection and Cleaning Services
289 days Mon 9/9/24 Thu 10/16/25 6 Task 2.1 - GIS Download, Map Book and Scheduling 1 wk Tue 9/3/24 Mon 9/9/24 7 Task 2.2 - Pipe and Manhole Inspections and Cleaning 60 wks Tue 9/3/24 Mon 10/27/25 8 9 Task 3 - Evaluation of Video Inspection Data 284 days Mon 9/16/24 Thu 10/16/25 10 Task 3.1 - Review Inspection Data and Reports 60.4 wks Mon 9/16/24 Tue 11/11/25 11 Task 3.2 - Complete and De-Mobilize 1 day Wed 11/12/25 Wed 11/12/25 12 13 Final Submittal Review 2 wks Wed 11/12/25 Tue 11/25/25 14 Task Complete 1 day Wed 11/26/25 Wed 11/26/25

M F T S W S T M F T S W S T M F T S W S T M F T S W S T M F T S W S T M F T S W S T M F T S W S T M F T S W S T M F T S W S T M F T S W S T M F T S W S T M F T S W S T M F T S W S T M F T S W S T M F T S W S T M F T S W S T M F T S W S T Aug 18, '24Sep 1, '24Sep 15, '24Sep 29, '24Oct 13, '24Oct 27, '24Nov 10, '24Nov 24, '24Dec 8, '24Dec 22, '24Jan 5, '25Jan 19, '25Feb 2, '25Feb 16, '25Mar 2, '25Mar 16, '25Mar 30, '25Apr 13, '25Apr 27, '25May 11, '25May 25, '25 Jun 8, '25Jun 22, '25Jul 6, '25Jul 20, '25Aug 3, '25Aug 17, '25Aug 31, '25Sep 14, '25Sep 28, '25Oct 12, '25Oct 26, '25Nov 9, '25Nov 23, '25Dec 7, '25 Task
Split
Milestone
Summary
Project Summary
Inactive Task
Inactive Milestone
Inactive Summary
Manual Task
Duration-only
Manual Summary Rollup
Manual Summary
Start-only
Finish-only
External Tasks
External Milestone
Deadline
Progress
Manual Progress

EXHIBIT B

COST PROPOSAL
Presidio Systems, Inc.

License #832413
Industrial Process Controls  Construction and Environmental Services  Electrical Services  Pipeline Inspection/Certification 159 Wright Brothers Avenue, Livermore, CA 94551  (925) 456-8400 Phone  (925) 456-8404 Fax www.presidiosystems.com
QUOTE SHEET DATE: 5/22/2024
PROJECT: CCTV Inspection Service for Bid Date: 6/7/2024 Sanitary Sewer Rehabilitation
Project (SS2001)

SOUTH SAN FRANCISCO
Request for Quote: CCTV, Cleaning & Manhole Inspections of Live Sanitary Sewer Lines SIZE DESCRIPTION QTY UNIT $ UNIT TOTAL COST
Clean, inspect, and provide condition
ratings for sewer lines and manholes

4” – 36” CCTV Inspection 632037 LF $1.60 $1,011,259.20

4” – 36” Hydro Cleaning 632037 LF $1.80 $1,137,666.60
MACP Manhole Inspections – MACP Level 1 2836 EA $85.00 $241,060.00

TCP Traffic Control Plan
TOTAL QUOTE $2,389,985.80
Note:

The above rates include all pipe sizes, easements, reverse set-ups, traffic control, and disposal of Debris

EXHIBIT C

INSURANCE CERTIFICATES
ACORD ~ '" CERTIFICATE OF LIABILITY INSURANCE I DATE (MMIODlYYYY) ~ 07/01/2024
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

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

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

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

PRODUCER ~~~r'CT Lori Hock, agent
StateFarm Lori Hoel<. agent ~gNJo Ext : 1-925-820-9888 I F.o~ NoJ: 1-925-478-3529 A . 524 Hartz Avenue, suile B E-MAIL [email protected] Danville, CA 94526 INSURER(S) AFFORDING COVERAGE NAle"
INSURER A : State Fann Mutual Automobile Insurance Comnanv 25178 INSURED INSURERB:

PRESIDIO SYSTEMS. INC INSURERC :
159 WRIGHT BROTHERS AVE INSURER D :

LIVERMORE CA 94551-9466 INSURER E :

INSURERF :

COVERAGES CERTIFICATE NUMBER : REVISION NUMBER
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 IJVHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO All THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ~ TYPE OF INSURANCE IN~~ ~~ POLICY NUMBER MMiD MMiDOfyyyy U"'TS ~MMERCIAL GENERAL UABIUTY EACH OCCURRENCE "- •
CLAIMS-MADE 0 OCCUR ~~~~~I9c:~ENTED • MED EXP (Anyone person) r- • f.-- PERSONAL & ADV INJURY $ R'" AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE • POLICY OPR()' JECT 0 LOC PRODUCTS - COMPJOP AGG S
OTHER: $
TOMOBILE LIABILITY I ~~~N,.;;'t\::;IN~Lt. LlMII • 1.000,000 ~ ANY AUTO r- 240 9559-C20-050 05-20-2024 05-20-2025 eODIL Y INJURY (per person) • A OV\INEO SCHEDULED Y Y BDOIL Y INJURY (Pf!f" accidant) f.-- • AUTOS ONLY ~ AUTOS HIRED NON-OWNEO Per cci~~I',Mf\"'~ f.-- AUTOS ONLY ~ AUTOS ONLY • $
f- UMBRELLA LIAS HOCCUR EACH OCCURRENCE $
EXCESS L.IAS CLAIMS· MADE AGGREGATE $
DE; r l RETENTION S $
WORKERS COMPENSATION I ~~~~,= I I gJ" ~ • ';:6~~~~~~~~-r;JEXECUT1VE Y f N EL EACH ACCIDENT $ OFFICE RIM EMBER EXCLUDED? D N/A (Mandatory in NH) EL. OISEASE - EA EMPL.OYE $
~~st~f;rr3N ~~OPERATI ON~ below E.L.. DISEASE - POLICY LIMIT • DESCRIPTION OF OPERA nONS I lOCATIONS I VEHICLES (ACORD 101, Additional Remarb Schedule, may be attached If more space Is reqUIred)

CERTIFICATE HOLDER
City of South San Francisco
315 Maple Street
attn: Public Works Engineer Division
South San FranciSCO, CA 94080
ACORD 25 (2016/03) The ACORD name and logo ~

CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THER-EO~rn;:ICE WILL BE DELIVERED IN ACCORDANCE WITH THE POl::ICV PROVISIO S.
\
' ,© 19)! -2015 ACORD CORPORATION. All rights reserved. registered m"'arks of ACORD
1001<186 132849.14 04-13·2022
07/02/2024
Acrisure of California, LLC., dba
All Spectrum Insurance Brokers
3155 Olsen Drive Suite 400
San Jose CA 95117
Jamie Kelch
(408) 739-8300 (866) 826-6781
[email protected]
Presidio Systems, Inc.
159 Wright Brothers Avenue
Livermore CA 94551
Tokio Marine Specialty Insurance Company 23850
Tokio Marine Specialty Ins Co 23850
Cypress Insurance Company 10855.

Convex Insurance UK Limited
CL245820435
A
$0 BI/PD Ded.

Y Y PPK2645231 02/16/2024 02/16/2025
1,000,000
100,000
5,000
1,000,000
2,000,000
2,000,000
B Y Y PUB897023 02/16/2024 02/16/2025
5,000,000
5,000,000
C Y Y PRWC438565 12/01/2023 12/01/2024
1,000,000
1,000,000
1,000,000
D
Misc. E & O Liability
CAE00094-00 05/19/2024 05/19/2025
Each Occurrence $1,000,000
Aggregate $1,000,000
Deductible $25,000
If required by a written agreement or a contract, per forms CG2010-04 13 and CG 2037-04 13, the City and its officers, employees, agents, and volunteers are listed as is Additional Insured with respects to the General Liability. Waiver of Subrogation applies per forms CG2404-12 19, PIC-EXS-084 04 15 and WC 99 04 10C (Ed.01-19) with respects to the General Liability, Excess Liability and Workers Compensation. Primary and Non-Contributory applies to the General Liability and Excess Liability per forms PIC-GLN-020 10 13 and PIC-EXS-053 04 17.

City of South San Francisco Attn: Public Works Engineer Division 315 Maple Street
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.

INSURER(S) AFFORDING COVERAGE
INSURER F :

INSURER E :

INSURER D :

INSURER C :

INSURER B :

INSURER A :

NAIC #
NAME:

CONTACT
(A/C, No):

FAX
E-MAIL
ADDRESS:

PRODUCER
(A/C, No, Ext):

PHONE

INSURED
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

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).

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

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

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

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

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

PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person)

COMBINED SINGLE LIMIT

AUTOS ONLY

AUTOS ONLY AUTOS

NON-OWNED

OWNED SCHEDULED

ANY AUTO

AUTOMOBILE LIABILITY
Y / N

WORKERS COMPENSATION

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

ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
ER
OTHSTATUTEPER
(MM/DD/YYYY) LIMITS

POLICY EXP
(MM/DD/YYYY)

POLICY EFF

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

EXCESS LIAB
UMBRELLA LIAB EACH OCCURRENCE $
AGGREGATE $
$
OCCUR

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

DAMAGE TO RENTED
PREMISES (Ea occurrence) $

COMMERCIAL GENERAL LIABILITY

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

POLICY
PROJECT LOC

CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)

CANCELLATION

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

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

AUTOS ONLY

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

PIC-GLN-028 (08/14)
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

DESIGNATED CONSTRUCTION PROJECT(S) GENERAL AGGREGATE
LIMIT

WITH MAXIMUM POLICY AGGREGATE LIMIT
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

SCHEDULE
Designated Construction Project(s):

All projects performed by the Named Insured.

Designated Construction Project General Aggregate Limit of Insurance: $2,000,000 Maximum Policy Aggregate Limit of Insurance: $5,000,000 (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.)
A. For all sums which the insured becomes legally obligated to pay as damages caused by “occurrences” under SECTION I – COVERAGE A, and for all medical expenses caused by accidents under SECTION I – COVERAGE C, which can be attributed only to ongoing operations at a single Designated Construction Project shown in the SCHEDULE above:

1. A separate Designated Construction Project General Aggregate Limit applies to each designated construction project, and that limit is equal to the amount shown in the SCHEDULE above.

However, regardless of the number of construction projects and under no circumstances will we pay any more than the Maximum Policy Aggregatestated in the endorsement SCHEDULE above.

2. The Designated Construction Project General Aggregate Limit is themost we will pay for the sum of all damages under Coverage A, except damages because of “bodily injury” or “property damage” included in the “products-completedoperations hazard” regardless of the number of:
a. Insureds;
b. Claims made or “suits” brought; or
c. Persons or organizations making claims or bringing “suits.”

3. Any payments made under Coverage A for damages or under Coverage C for medical expense shall reduce the Designated Construction Project General Aggregate Limit for that designated construction project. Such payments shall not reduce the General Aggregate Limit shown in the Declarations nor shall they reduce any other Designated Construction Project General Aggregate Limit for any other designated construction project shown in the SCHEDULE above.

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

PIC-GLN-028 (08/14)

4. The limits shown in the Declarations for Each Occurrence, Fire Damage and Medical Expense continue to apply. However, instead of being subject to the General Aggregate Limit shown in the Declarations, such limits will be subject to the applicable DesignatedConstruction Project General Aggregate Limit and the Maximum Policy Aggregate Limit.

B. For all sums which the insured becomes legally obligated to pay as damages caused by “occurrences” under Section I – Coverage A, and for all medical expense caused by accidents under Section I – Coverage C, which cannot be attributed only to ongoing operations at a single designated construction project shown in the SCHEDULE above:

1. Any payments made under Coverage A for damages or under Coverage C for medical expense shall reduce the amount available under the General Aggregate Limit or the Products-Completed Operations Aggregate Limit, whichever is applicable; and

2. Such payments shall not reduce any Designated Construction Project General Aggregate Limit.

They will however, contribute towards the Maximum Policy Aggregate.

C. When coverage for liability arising out of the “products-completed operations hazard” is provided, any payments for damages because of “bodily injury” or “property damage” included in the “productscompleted operations hazard” will reduce the Products-Completed Operations Aggregate Limit, and not reduce the General Aggregate Limit nor the Designated Construction Project General Aggregate Limit. They will however, contribute toward the Maximum Policy Aggregate.

D. If the applicable designated construction project has been abandoned, delayed, or abandoned and then restarted, or if the authorized contracting parties deviate from plans, blueprints, designs, specifications or timetables, the project will still be deemed to be the same construction project.

E. The provisions of Section III - Limits Of Insurance not otherwise modified by this endorsement shall continue to apply as stipulated.
1,572
1,572
3 438565
Jamie Kelch
POLICY NUMBER PPK2645231 COMMERCIAL GEH:RAI... LlABILfiY CG20100413
THIS ENDORSEMENT CHANGES THE POUCY. Pl..EN3E READ IT CAREFULLY.

ADDITIONAL INSURED --OWNERS, LESSEES OR

CONTRACTORS -- SCHEDULED PERSON OR

ORGANIZATION
This endorsement modifies inslnlnoe pro\lded under the following:

COMMERCIAL GENERAl.. LIABILITY COVERAGE PART

SCHEDULE
Name Of Additionalln~~~terson(S}
Or Organ irati s Location(s) Of Covered Operations
AS REQUIRED BY WRITTEN ALL LOCATIONS.

CONTRACT PRIOR TO AN
"OCCURRENCE" .

Information required to complete this Schedule, if not shown abow, will be shown in the Declarations.

A Section II _ Who Is An Insured is amended to
include as an additional insured the person(s} or
organization(s) shown in the Schedule, but only
with respect to liability for "bodily injury", "property damage" or "personal and adwrtising injury"
caused, in whole or in part, by:

1. Your acts oromissions; or

2. The acts or omissions of those acting on your
behalf;
in the performance of your ongoing operations for
the additional insured(s) at the location(s)
designated abow.

Howewr:

1. The insurance afforded to such additional
insured only applies to the extent perm~ted by
law; and

2. If cowrage prollided to the additional insured
is required by a contract or agreement, the
insurance afforded to such additional ins u red
will not be broader than that which you are
required by the contract or agreement to
prollide for such additional insured.
a With respect to the insurance afforded to these
additional insureds, the following additional
exclusions apply:

This insurance does not apply to "bodily injury" or
"property damage" occurring after:

1. All work, including materials, parts or
equipment fumished in connection with such
work, on the project (other than serllice,
maintenmoe or repairs) to be performed by or
on behalf of the additional insured(s) at the
location of the cowred operations has been
completed; or

2. That portion of "your work" out of which the
injury or damage arises has been put to its
intended use by any person or organization
other than another contractor or subcontractor
engaged in performing operations for a
principal as a part of the same project.

CG 20100413 © Insurance Serllices Office, Inc., 2012 Page 1 of2 C. With respect to the insurance afforded to these
additional insureds, the following is added to
Section III _Umils Of IlIIIIrance:

If cowrage proloided to the additional insured is
required by a contract or agreement, the most we
will pay on behalf of the additional insured is the
amount of insurance:

1. Required by the contrad or agreement; or

2. Available under the applicable Limits r:J
Insurance shown in the Declarations;
whichewris less.

This endorsement shall not increase the
applicable Limits of Insurance shown in the
Declarations.

COMMERCIAL G9SW.. LIABIUTY
CG20330413
THISENDORSEMENTCHANGESTHEPOUCY. P~E REm ITCAREFULl.Y.

ADDITIONAL INSURED --OWNERS, LESSEES OR

CONTRACTORS--AUTOMATIC STATUSWHEN

REQUIRED IN CONSTRUCTION AGREEMENTWITH YOU
This endorsement modifies insll'anoe pro\ided under the following:

COMMERCIAL GENERAl.. LIABILITY COVERAGE PART
A Section II _ Who Is An Insured is amended to
include as an additional insured any person or
organization for whom you are performing
operations when you and such person or
organization hale agreed in writing in a contract or
agreement that such person or organization be
added as an additional insured on your policy.

Such person or organization is an additional
insured only with respect to liability for "bodily
injury", "property damage" or "personal and
ad1.ertising injury" caused, in whole or in part, by:

1. Your acts or omissions; or

2. The acts or omissions of those acting on your
behalf,
in the performance of your ongoing operations for
the additional insured.

Howeler, the insurance afforded to such
additional insured:

1. Only applies to the extent permitted by law; and

2. Will not be broader than that which you are
required by the contract or agreement to
pro\ide for such additional insured.

A person ' s or organization's status as an
additional insured under this end orsement ends
when your operations for that addition al insured
are completed.
a With respect to the insurance afforded to these
additional insureds, the following additional
exclusions apply:

This insurance does not apply to:

1. "Bodily injury", "property damage" or "personal
and adlertising injury" arising out of the
rendering of, or the failure to render, any
professional architectural, engineering or
surwying ser\ices, including:
a. The preparing, appro\ing, or failing to
prepare or approle, maps, shop drawings,
opinions, reports, surwys, field orders,
change orders or drawings and
specifications; or
b. Super\isory, inspection, architectural or
engineering actillities.

This exclusion applies elen if the claims against
any insured allege negl igenoe or other wrongdoi n g
in the super\ision, hiring, employmen~ training or
monitoring of others by that insured, if the
"occurrenoe" which caused the "bodily injury" or
"property damage", orthe offense which caused
the "personal and adlertising injury", in\Olled the
rendering of or the failure to render any
professional architectural, engineering or
surwying ser\ices.

CG20330413 © Insurance Ser\ices Office, Inc., aJ12 Page 1 of2

2. "Bodily injury" or "property damage" occurring
after:
a. All work, including materials, parts or
equipment furnished in connection with
such work, on the project (other than
senAce, maintenance or repairs) to be
perfonned by or on behalf of the additional
insured(s) at the location of the co-..ered
operations has been completed; or
b. That portion of "your work" out of which the
injury or damage arises has been put to its
intended use by any person or organizatioo
other than another contractor or
subcontractor engaged in perfonning
operations for a principal as a part of the
same project.

C. With respect to the insurance afforded to these
additional insureds, the following is added to
Section III ·.Umits Of IllIIJrance:

The most we will pay on behalf of the additional
insured is the amount of insurance:

1. Required by the contract or agreement you
ha-..e entered into with the additional insured;
or

2. Awilable under the applicable Limits of
Insurance shown in the Declaratioos;
whiche-..er is less.

Th is endorsement sh all not increase the
applicab Ie Limits of Insurance sh own in the
Declarations.

POLICY NUMBER PPK2645231 COMMERCIAL G9lERAI... LlABIUTY CG20370413
THISENDORSEMENTCHANGESTHEPOUCY. Pl..EN3E READ ITCAREFULl.Y.

ADDITIONAL INSURED --OWNERS, LESSEES OR

CONTRACTORS -- COMPLETED OPERATIONS
This endorsement modifies insl.l'ance pro";ded under the following:

COMMERCIAL GENERAl.. LIABILITY COVERAGE PART

PRODUCTSI COMPLETED OPERATIONS LIABILITY COVERAGE PART

SCHEDULE
Name ur AaIImonalinsurea l'ersol1l.sJ
Or Organization(s) Location And Des:ription Of Completed Operations AS REQUIRED BY WRITTEN ALL LOCATIONS.

CONTRACT PRIOR TO AN
"OCCURRENCE".

Information required to complete this Schedule, if not shown abo-.e, will be shown in the Declarations.

A Section II .. Who Is An Insured is amended to
include as an additional insured the person(s) or
organization(s) shown in the Schedule, but only
with respect to liability for "bodily injury" or
"property damage" caused, in wihole or in part, by
"your work" at the location deSignated and
described in the Schedule of this endorsement
performed for that additional insured and
included in the "products·completed operations
hazard".

Howe-.er:

1. The insurance afforded to such additional
insured only applies to the extent permitted by
law; and

2. If co-.erage pro";ded to the additional insured
is required by a contract or agreement, the
insurance afforded to such additional insured
will not be broader than that wihich you are
required by the contract or agreement to
pro";de for such additional insured.
a With respect to the insurance afforded to these
additional insureds, the following is added to
Section III ... UmitsOflnsnnce:

If co-.erage pro";ded to the additional insured is
required by a contract or agreement, the most we
will pay on behalf of the additional insured is the
amount of insurance:

1. Required by the contract or agreemen~ or

2. Available under the applicable Linits of
Insurance shown in the Declarations;
wihiche-.er is less.

This endorsement shall not increase the applicable
Limits of Insurance shown in the Declarations.

CG20370413 © Insurance SeNices Office, Inc., aJ12 Page 1 of1 PIC-GLN-020 (10/13)
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

PRIMARY AND NON-CONTRIBUTORY INSURANCE
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART
A. SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS, 4. Other Insurance, and all subparts thereof, as contained in the policy is deleted in its entirely and replaced with the following condition:

4. Other Insurance
If all of the other insurance permits contribution by equal shares, we will follow this method unless the insured is required by written contract signed by both parties, to provide insurance that is primary and noncontributory, and the “insured contract” is executed prior to any loss. Where required by a written contract signed by both parties, this insurance will be primary and non-contributing only when and to the extent as required by that contract.

However, under the contributory approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contributory by equal shares, we will contribute by limits. Under this method, each insurer’s share is based on the ratio of its applicable limit if insurance to the total applicable limits of insurance of all insurers.

All other terms, conditions and exclusions under the policy are applicable to this endorsement and remain unchanged.

POLICY NUMBER: PPK 2645231 COMMERCIAL GENERAL LlABILfiY CG24041219
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

WAIVER OF TRANSFER OF RIGHTS OF RECOVERY

AGAINST OTHERS TO US (WAIVER OF SUBROGATION)
This endorsement modifies inslJ'ance prOl,;ded under the following:

COMMERCIAL GENERAl.. LIABILITY COVERAGE PART
ELECTRONIC DATA LlABILIlY COVERAGE PART
LIQUOR LIABILIlY COVERAGE PART
POLLUTION LIABILIlY COVERAGE PART DESIGNATED SITES
POLLUTION LIABILIlY LIMITED COVERAGE PART DESIGNATED SITES PRODUCTS/COMPLETED OPERATIONS LIABILIlY COVERAGE PART

RAILROAD PROTECTIVE LIABILITY COVERAGE PART

UNDERGROUND STORAGE TANK POLICY DESIGNATED TANKS

SCHEDULE
Name Of Person{s) Or Organization(s):

AS REQUIRED BY WRITTEN CONTRACT PRIOR TO AN "OCCURRENCE".

Information required to complete this Schedule, if not shown abole, will be shown in the Declarations.

The following is added to Paragraph 8. Transfer Of
Rights Of Recovery Against Others To Us of
Section IV - Conditions:

We waile any right of recolery against the person(s)
or organization(s) shown in the Schedule abole
because of payments we make under this Colerage
Part. Such wailer by us applies only to the extent that the insured has wailed its right of recolery against
such person(s) or organization(s) prior to loss. This
endorsement applies only to the person(s) or
organization(s) shown in the Schedule abole.

CG24041219 © Insurance SeNices Office, Inc., 2018 Page 1 of1 Policy# PUB897023
PIC-EXS-053 (04117)
THIS ENDORSEMENT CHANGES THE POLlCY_ PLEASE READ IT CAREFULLY_ AMENDMENT OF OTHER INSURANCE CONDITIONPRIMARY EXCESS AND NON-CONTRIBUTORY PROVISION ThiS endorsement modifies insurance provided under the following:

COMMERICAL EXCESS LIABILITY COVERAGE FORM

SCHEDULE
Person or Organization Name: Any Person or Organization for whom you have agreed in a written contract or agreement that this policy shall apply to them before any other insurance.

A. If you are required by a written contract that is executed before any loss, SECTION 111 - CONDITIONS, 8. Other Insurance is deleted in its entirety and replaced by the fallowing:

8. Other Insurance
If there is any other insurance available to any additional insured, the insurance provided by this policy will apply in excess of all other insurance and shall not contribute with such other insurance. This insurance is not subject to the terms and conditions of any other insurance.

However, if you agree in a written contract prior to the time of an occurrence that such excess insurance as is afforded by this policy shall be primary to and non-contributory with other insurance maintained by an additional insured, we will not invoke this Condition 8.

This coverage amendment is subject to the following:
a. This condition will not apply to insurance that is purchased specifically to apply in excess of this policy;
b. Insurance is available to the person or organization shown in the Schedule of this endorsement as an additional insured on the "controlling underlying insurance." B. When this insurance applies on a primary and non-contributory basis, the Limits of Insurance available for the additional insured will be the lesser of:

1. The amounts shown in Limits of Insurance section of the Declarations of this policy; or

2. The amount of insurance you are required to provide the additional insured in the written contract or agreement.

All other terms and conditions of this policy remain unchanged.

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

POLICY NUMBER: PUB897023 PIC-EXS-084 (04/15)
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

WAIVER OF SUBROGATION FOLLOW FORM ENDORSEMENT
This endorsement modifies insurance provided under the following:

COMMERCIAL EXCESS LIABILITY COVERAGE FORM
The following is added to SECTION III - CONDITIONS:

This policy is intended to include Waiver of Transfer of Rights of Recovery Against Others to Us.

We waive any right of recovery we may have against any person or organization because of payments we make for injury or damage to the extent the ·controlling underlying insurance" also waives such right of recovery.

The coverage provided will follow the same provisions, exclusions and limitations that are contained in the "controlling underlying insurance" shown in the Schedule of Controlling Underlying Insurance unless otherwise directed by an endorsement to this policy.

To the extent such provisions differ or connict, the provisions of this policy will apply. However, the coverage provided under this policy will not be broader than that provided by the "controlling underlying insurance."

EXHIBIT D
FORM 590
 





! "#$%$ & '(') *+,--./0+1234567,+.1859,+:;<,5 = #>?@&A> ?@&B CD( EFGHIJGGKLMHNGOGPOFQPRLSMITUPVWMQOPQOOLOFGXQOFFLNUQTYIYGTOZEFGXQOFFLNUQTYIYGTO[GGHPOFQPRLSMXQOFOFGQSSGKLSUPZ \]^__`ab]cdedfc^gch`ijk^]`c A l A
l mnnAo>>Am?$>Am= =opoqm= n@nrsoq ttu pqvqwoolx =
u>r
oy
z
ro
ttw{oqx n
|>
{ot }~fj^]`c€fk`c ‚FGK[LTNJLTGWLƒZ "
{y{„y
ppop

o†
so‡wyp

{ry
oroy†lporoly=
sro
{ol
†‡yyost ˆlop

luxl
toy
otzt
sq
‚‰ŠE‹Œ‹‚E‰ŽŒ‰‰‘

l{olps
t
so‡q @pz
{
o{{

rot

s
†
oo„soosq’ooROWZKIZYL“”HSQ“IKJos


oopz
{
pos{

lw oooROWZKIZYL“”RLSMP
t
{yro••–•oso{
?"——˜—$A™n
w?
{y
†"o
t
z
{
Ao{o=oss{oqoˆ yo{

l
sw{
ssš››q˜˜šq›œ›œ
trol{otžŸ‡y{tq  tp
sorp¡
w>t{s
y
>y
z†
ltyrol
ooyrolw{st
{{olp

{yts
t 
lw
toy
orl
„o‡st
t
srww{o{w
t{olpsq>ryt{s
tp
sorp¡
y
 ryr
{po‡y{yyrol


t{y
w>‡sspolps
or
y‡yyost
q
popp


l
ts¢¢¢¢¢¢¢¢¢¢¢¢¢¢¢¢¢¢¢¢¢¢¢¢¢¢¢¢¢¢¢¢¢¢¢¢¢¢¢¢¢¢¢¢¢¢¢¢¢¢¢¢¢spyo¢¢¢¢¢¢¢¢¢¢¢¢¢¢¢¢¢¢ £k¤ffgch`ijk^]`c
m ‹TUQ“QUVINP¥‚GSOQRQKIOQLTLRŠGPQUGTKJ‘
¦
¢¢¢¢¢¢¢¢¢¢¢¢¢¢¢¢¢¢¢¢¢¢
m ‚LSHLSIOQLTP‘ m ISOTGSPFQHPLS§QMQOGU§QIWQNQOJ‚LMHITQGP¨§§‚P©‘ m ‹TPVSITKG‚LMHITQGPª‹TUQ“QUVINŠGOQSGMGTOSSITYGMGTOP¨‹ŠP©ªLS«VINQRQGUGTPQLT”SLRQO¬­FISQTYNITP‘ m ‚INQRLSTQIESVPOP‘ m ‰POIOGP¥‚GSOQRQKIOQLTLRŠGPQUGTKJLR®GKGIPGUGSPLT‘ m ¯LTMQNQOISJ­HLVPGLRI°QNQOISJ­GS“QKGMGMWGS‘ m EIƒ¬‰ƒGMHO‰TOQOQGP‘ >
s&z=otn{oœ›—u{x¢¢¢¢¢ y‡yyost
q>tzt
s{
o

†™†lpq usxo ul
xq>ry
{
o
†lprol
†w>‡sspolps
or

>
l
tor=
sro

t>t
y
ttyo‡

ozq>r>
{ol
ot


lw>‡sspolps
 or
y‡yyost
qn{oro’
s>rol
o¦w¦roq y{opo
oy

pl
ps
{or
=
sro

y
ttyo‡

ozoˆ
srtyoyy =
sro
n{

orn
un@nxoto
=
sro
qy{opo
o‡ssrs
=
sro

†q>ry {opo
o{
oy
z
pl
ps
{or
=
sro
o{
oto

ory

ozw>‡sspolps
or
 y‡yyost
qn{oro’
s>rol
o¦w¦roq yp
ypo##=y

pl
ps
{or
=
sro

y
ttyo‡

ozot‡yy =
sro
n@nw
t
¡{oys
‡or=
sro
qyp
ypo##=‡ssrs
=
sro

†q>ryp
yp o##={
oto

ory

ozw>‡sspolps
roly‡yyost
q?o‡yyostppow
slts

s
 p
ypu##
x
ts„

oyp
ypq y
†lprol
†t=
sro
&z
t
†
o=otu&±=xn{o²˜³›—¢¢¢¢¢ y


{{olp

w>& wo
rt
ss
ˆ
srtpoopor™y
ps
q s
o
too{o
r{

ory

oz™
lt
=
sro
tqy‡ssrs
 =
sro
rt{


†q>ryoo{o
r{


{ol
ot


lw>‡sspolps
 or
y‡yyost
q >
ly†{oory

oz™
ltpo
oqyt{t‡

=
sro
t
ylort
yq y
‡ssrs
=
sro
rt{


†q >
l
ols

poor
ls

z{ll

t>lyBs

npo&t{
&sr {uBn&& x ˆlqn{oro’ s>rol
o$wBn&& q
´µ¶·¸¹º¸»º¼½¾¿¼½ÀµÁÀ¸ ¿ÃÁµÄµ¸º·Á¶ÃÅÁÆǽÀ» È
ÉÊËÌÉÍÎÏÊÍ ÍÎÐÑ¿µÒÓ¶Ô¿¸¶ÓÿÁÕÖý×à صÖÿŸ¿Ã ´ÕÐÙÎÎÍ È
´Ó¿µÁ¶µ½ÃÚ¼¿¶Å¼½ÆÛ¹¹µÀÃܼ½¼ÒÿÝÐÞÎßÙÎÊËÏÙÌÌ ÉàÍÌàÞÙ