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CC - Item 4E - Professional Services Agreement to Provide MS4 NPDES Permit Services for Fiscal Year 2021-22ROSEMEAD CITY COUNCIL STAFF REPORT TO: THE HONORABLE MAYOR AND CITY COUNCIL FROM: GLORIA MOLLEDA, CITY MANAGER DATE: SEPTEMBER 7, 2021 SUBJECT: PROFESSIONAL SERVICES AGREEMENT TO PROVIDE MS4 NPDES PERMIT SERVICES FOR FISCAL YEAR 2021-22 SUMMARY On August 14, 2018, following an extensive Request for Proposal Process, the Rosemead City Council selected CWE to provide the City with Municipal Separate Storm Sewer System (MS4) National Pollutant Discharge Elimination System (NPDES) Permit services through June 30, 2019, for $179,979 (Attachment A). The City amended the Agreement to extend the term of the original contract to have CWE continue their services through June 30, 2020. In 2020, the City of Rosemead received a proposal from CWE and awarded a contract (Attachment B) in the amount of $89,947, to continue providing compliance and monitoring services for 12 months through June 30, 2021, and annual reporting services through December 31, 2021. With the newly adopted fifth term MS4 Permit and compliance services needs, staff recommends continuing to secure services ftom CWE per the proposal received from CWE in an amount not - to -exceed of $199,998 (Attachment C). DISCUSSION On November 8, 2012, the California Regional Water Quality Control Board, Los Angeles Region (Regional Board or LARWQCB) adopted the Coastal Los Angeles County MS4 NPDES Permit with Los Angeles County, the County Flood Control District, and 84 incorporated cities as Permittees. On July 27, 2013, the City of Rosemead joined the City of Los Angeles and 17 other agencies to form the Upper Los Angeles River (ULAR), an Enhanced Watershed Management Plan (EWMP) group. Since being retained, CWE has provided guidance to the City of Rosemead through the complexities of the LARWQCB MS4 NPDES Permit and related regulatory and implementation programs. CWE's technical and regulatory expertise has been of benefit to the City of Rosemead. The firm is equipped to provide a range of support services in addressing and complying with the MS4 Permit, adopted on July 23, 2021, that will become effective this week, and which will present new challenges for the City. AGENDA ITEM 4.E City Council Meeting September 7, 2021 Page 2 of 6 The City of Rosemead selected CWE from a comprehensive RFP process just over 3 years ago. OWE is keenly aware of the unique challenges that the City of Rosemead faces regarding stormwater compliance and monitoring. Staff recommends extending the Professional Services Agreement with CWE to include the new scope of services and costs for related services to guide the City of Rosemead through state mandated compliance and monitoring efforts with the MS4 Permit through June 30, 2022, and with annual reporting through December 31, 2022. Following receipt 0f -tile City Notice to Proceed (NTP),- CWE-proposes to provide the following MS4 Permit Compliance Services through June 30, 2022, with annual reporting services to be provided through December 31, 2022: Task 1 — Meetings: The ULAR WMP Group, its Bacteria Total Maximum Daily Load (TMDL) Load Reduction Strategy (LRS), and Stormwater Investment Program (SIP) Technical Subcommittees currently each meet monthly. The Los Angeles Permit Group (LAPG) meets during alternating months, and we anticipate attending up to six (6) City Council, City Staff, Safe Clean Water Program (SCWP), or LARWQCB MS4 Permit meetings on behalf of the City. Participation at these meetings allow CWE to identify cost-effective ULAR WMP, or other MS4 Permit, implementation strategies for City managerial concurrence and adoption. We have budgeted seventy-two (72) hours for remote meetings and follow up activities (review and revision of various ULAR draft reports and studies) prior to June 30, 2022. Task 2 — Safe Clean Water Program Assistance: CWE assisted the City in securing over $1.1M in SCWP MPTA support, by drafting the FY 2020-21 and 2021-22 Annual Budgeting Plans, that are due on April first, prior to the start of each fiscal year, going forward. This support is anticipated by September of the fiscal year period and a (expenditure) report submitted to the County by December following the end of each Fiscal Year. CWE will substantially assist the City in drafting the FY 2022-23 Annual Plan and recommend revisions to FY 2020-21 Report. Following development of the Regional Best Management Project (BMP) Inventory and preparation of a Regional BMP Project Feasibility Study, including recommended Community Support Meetings, (Task 10), CWE will prepare one draft SCWP Regional BMP Project application, by May 31, 2022, for submission by what is expected to be a July 31, 2022, deadline. Support of this SCWP Regional project application, such as preparing and making project support presentations to the Rio Hondo Watershed Area Steering Committee (WASC) during FY 2022-23, would be addressed and funded through a future PSA. Task 3 — City Staff and Contractor Training: Part VIII.A.3. of the tentative fifth term MS4 NPDES Permit requires the following four categories of annual staff and contractor training: Pesticide/Fertilizer Source Controls; Illicit Discharge Detection and Elimination (IDDE); Construction and Erosion Source Controls; and Industrial/Commercial (11C) Facilities Programs. The first two categories overlap and the City delegated the final category to be a consultant task. Two two-hour presentations will be scheduled, in consultation with Field Supervisorial personnel, either at the beginning or end of a shift, for staffing efficiency. Presentation is made by CWE Senior Management, experienced with private and public agency cases, using an City Council Meeting September 7, 2021 Page 3 of 6 engaging, locally relevant, Microsoft Office Power Point® presentation made to between five and twenty city staff either remotely or at a city facility with adequate equipment. The presentation begins with regulatory rationale and requirements, before moving on to illustrative case studies. Six slide per page handouts are distributed for those wishing to take notes or write questions, along with a participation sign in sheet to include with the annual report. City staff and contractors are encouraged to ask questions, resulting in an informative training session that maintains staff attention. Task 4 — Public Information and Participation Program (PIPP): Part VIII.D of the tentative fifth term MS4 NPDES Permit identifies the need for "culturally effective", such as various Asian and Hispanic orientated, outreach efforts and materials to control specific exemplary and locally relevant categories of stormwater pollutants; including documentation and informative tracking of those cumulative activities. Task 5 — Industrial/Commercial (I/C) Facilities Program: When CWE last updated the City I/C Facilities GIS -based Tracking Database in 2020, it consisted of nearly six hundred records regarding approximately 240 commercial and two dozen Industrial General Permit (IGP) facilities. Many of the IGP facilities have not yet secured Notice of Intent (NOI), No Exposure Certification (NEC), or Notice of Non Applicability (NONA) coverage and, after the required two inspections, were issued Notice of Violations (NOVs) and referred to LARWQCB Stormwater Compliance Division staff for permit required progressive enforcement actions. Since then, City is responsible to have implemented Senate Bill (SB) 205, which may have resulted in the designation of more facilities requiring IGP coverage; although to the best of our knowledge, this information has not been incorporated within the permit required tracking database. CWE will implement the I/C Facilities Program and Progressive Enforcement requirements, of Part VIII.E. and Part VIII.B. respectively, of the tentative fifth term MS4 Permit. This includes updating the legacy I/C Facilities Inventory to comply with any new permit requirements, reviewing City provided Business License data to identify new or replacement I/C facilities, SB -205 implementation identified IGP scofflaws, and the State Stormwater Multiple Application and Reporting Tracking System (SMARTS), excluding IGP Permittees jurisdictional within adjacent communities, but claiming City or Rosemead residency. Based on enhanced biannual (alternating year) requirements, CWE would notify approximately one hundred fifty (150) I/C Facilities, using City approved verbiage and letterhead sent by United States Postal Service (USPS) first class mail of planned visits; then conduct up to two hundred (200) initial and progressive enforcement inspections. Scanned inspection forms, images, and enforcement notifications, would then be digitally provided to the City, along the updated GIS - based Inventory on, at least, an annual basis. New inspections of compliant facilities, or those inspected by the Water Board and reported in SMARTS, will not be reinspected for at least six (s) months from the time the prior inspection(s) were completed. City Council Meeting September 7, 2021 Page 4 of 6 Task 6 — Redevelopment Planning: Chapter 13.16.180 of the Rosemead Municipal Code (RMC) will be assessed for compliance with the adopted fifth term MS4 NPDES permit and suggested revisions, including deletion of extraneous requirement from other Regional Water Boards, provided to City Management in the form of a draft ordinance. Based on recent needs, CWE would provide up to eight (8) timely, less than five (5) acre, Priority Redevelopment Project Low Impact Development (LID) or General Construction Permit (GCP) Storm Water Pollution Prevention Plan (SWPPP) reviews under the direction of a state certified Qualified Storm Water Pollution Prevention Plan (SWPPP) Developer or Practitioner (QSD/P). Typically written comments are returned within two (2) weeks of draft receipt by CWE, although extension may occur for atypically complex documents. Review time would be reported to the City Project Manager, approximately monthly, to allow recharging of the project proponents. Available required data would be inserted into a permit compliant GIS -based tracking database, to be annually provided to the city for reporting or regulatory audits. Task 7 — Redevelopment Construction Inspections: CWE will provide up to four (4) MS4 Permit Priority Project LID, Erosion and Sediment Control Plan (ESCP), Construction General Permit (CGP), or City Project BMP Inspections, under the direction of a CWE QSD/P. Correction or violation notices with images, that result from these inspections, will be forwarded to the City for signature and delivery. Inspection tracking data will be provided to the City Project Manager within one week of inspection. Task 8 — Post- Construction BMP Inspections: SMARTS identifies at least four (4) active and seven (7) completed CGP projects for which LID and BMP criteria were unavailable during ULAR Reasonable Assurance Analysis (RAA) and EWMP development. City will assemble, for onsite review, SUSMP, SWPPP, BMP design, and maintenance covenants for the CGP and Priority Projects, then over three (3) days, Consultant will use Best Professional Judgment (BPJ) to assess visible post -construction BMP effectiveness. CWE will record Post -Construction BMP inspection, and tracking data, as identified in the MS4 Permit, and provide the City with GIS shape and database files along with assembled observations. Task 9 — Public Facilities Inventory: Following the effective date of the fifth term permit, CWE will update and revise the previously completed Public Facility Inventory to include newly required tracking metrics, change in facility characteristics, and potential BMP retrofit opportunities. Task 10 — Inventory of Regional BMP Development Opportunities: CWE will prepare a map overlaying EWMP Plan Table 7A-33 "jurisheds" on aerial imagery. Private and public parcels, potentially suitable for retrofitting with regional BMPs, will be identified for Planning Division City Council Meeting September 7, 2021 Page 5 of 6 use during developer negotiations, Conditional Use Permit (CUP) development, and Planning Commission Hearings. CWE will identify at least four (4) regional BMP project concepts for strategic analysis, to include cost effectiveness, practicality, sensibility, and political acceptability; then propose at least one retrofit opportunity suitable for implementation as a regional BMP, with a suggested implementation schedule and alternative financing strategies (e.g. grants, SCWP, private -public partnership, etc.) Incorporating City Project Manager input, OWE will prepare a Project Feasibility Study, including project phasing, to support the preparation of grant and SCWP regional BMP design and construction applications. Task 11— Public Activity Management: CWE will allot one person day, per alternating month, to observe public activities or facilities and provide written suggestions regarding how those activities or facilities could be modified to improve pollutant source control efforts. The needs of City supervisory personal would be regularly solicited to identify priority needs; however, failing such suggestions, CWE would provide the City Project Manager with a suggested facility or activity to observe for concurrence. Task 12 — Los Angeles River Trash TMDL Compliance: CWE will provide up to forty (40) hours of "to be specified" Trash TMDL compliance services that may include: 1) development of Minimum Frequency of Assessment and Collection (MFAC) procedures; 2) the identification and verification of undocumented catch basins; 3) assessment of catch basin trash levels; 4) identification of locations suitable for Daily Generation Rate (DGR) studies; and 5) collecting catch basin data for reconstruction. Task 13 — Illicit Connection/Illicit Discharge (ICAD) Elimination: CWE we provide up to sixteen (16) hours of timely remote or onsite IC/ID investigation and elimination support services; emphasizing public outreach, over enforcement, which will remain the responsibility of Code Enforcement and Inspectors. This may include conceptualization of BMP concepts to prevent future discharges. Task 14 — Prepare the 2022 Individual Annual Report: CWE will draft, in Microsoft Word® format, the City MS4 Permit Individual Annual Compliance Report, based on past submittals, implementation data, transmittals, and the City website. This draft will highlight where staff input regarding budgets, expenditures, planning, enforcement, and construction inspections are needed. After incorporating staff input, the draft will be transcribed into Los Angeles County Watershed Reporting, Adaptive Management, and Planning System (WRAMPS), reviewed for missing data or adverse verbiage, and a final version provided for City review. The Unified Report will be assembled into a Portable Document Format (PDF) file, for the LARWQCB submission by December 15, 2022, and an archival copy provided to the City. City Council Meeting September 7, 2021 Page 6 of 6 STAFF RECOMMENDATION It is recommended that the City Council 1) Authorize the City Manager to enter into a new Professional Services Agreement with ONE to provide MS4 NPDES Permit Compliance and Reporting Services for a period of eighteen months to beginning on, or about, July 1, 2021, through December 31, 2022, for an amount not -to -exceed $199,998; or 2) Direct staff to advertise a Request for Proposal for MS4 NPDES services. FISCAL IMPACT With the understanding that the adoption of the new MS4 fifth permit could increase the cost of stormwater compliance services, the approved Fiscal Year 2021-22 budget within the Safe Clean Water Fund account 231-3035-5299 and General Fund account 101-3035-5265 included funding for an anticipated increase for MS4 compliance services. STRATEGIC PLAN IMPACT Stormwater Management and NPDES Permit compliance is in alignment with Strategy 3, Beautification and Infrastructure. PUBLIC NOTICE PROCESS This item has been noticed through the regular agenda notification process. Prepared by: oria Molleda City Manager Attachment A: 2018-2019 Professional Services Agreement Attachment B: 2020-2021 Professional Services Agreement Attachment C: 2021 Proposal from CWE Attachment D: Draft Professional Services Agreement Attachment A 2018-2019 Professional'Services Agreement nurennnn nd Qe'nM7AI F7 vw�.vwv-v CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDIYYYY) 1213/2020 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(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License # 0757776 HUB International Insurance Services Inc. 6 Centerpointe Drive Suite 360 La Palma, CA 90623 coNTAE:cr Irene Laine PHONE N , Ext): (714) 739-3184 FAX No):(714) 459-7216 Ep AI s, Irene.Laine@ hubinternational.com INSURERS AFFORDING COVERAGE NAIC # INSURER A: Crum & Forster Specialty Insurance Compapy 44520 INSURED CWE 1661 E. Orangethorpe Avenue Suite 240 Fullerton, CA 92831 INSURER B:West American Insurance Co 44393 INSURER C: State Compensation Insurance Fund of California 35076 INSURER D: INSURER E: INSURER F �r�r,r,nwT� renwsovo. RFV!CInN NtIMRF_R_ CUVEKAGES %.cF%I1F - - - -- -- - 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. INSR1 TYPE OF INSURANCE ADD L SUER VrVn POLICY NUMBER POLMMIICY EFF POLICY EXP LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE 2,000,000 DAMAGE TO RENTED 100,000 pRE a occu e S CLAIMS -MADE DX OCCUR X X EPKA 33225 12/8/2020 12/812021 MED EXP (Any one arson S 10'000 ERSONAL&ADV INJURY S 2,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: POLICY❑ j�T LOC GENERAL AGGREGATE S 4,000,000 PRODUCTS -COMP/OPAGG $ 4'000'000 $ EBMBINED SINGLE LIMIT $ 1,000,000 B OTHER: AUTOMOBILE LIABILITY BODILY INJURY Per Person)$ X ANY AUTO BAWS7609336 121812020 12/8/2021 BODILY INJURY Per accident AUTOS ONLY SCHEDULED AUTOS ONLY AUTO ONLY Par ecEcRrl nt AMAGE $ UMBRELLALIAB HOCCUR EACH OCCURRENCE $ AGGREGATE S EXCESSLIAS CLAIMS -MADE -DED -RETENTION $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN9170147-20 ANY PROPRIETOR/PARTNER/EXECUTNE �FFICERR/MEMBER EXCLUDED? AAyandatorylnNH) under OF OPERATIONS below N I A X 12/1/2020 12/112021 OTH- �( SE ER 1,000,000 E.L. EACH ACCIDENT $ E.L. DISEASE -EA EMPLOYE 1,000,000 E.L. DISEASE -POLIdescribe CY LIMIT S 1,000,000 A DESCRIPTION Professional Liab EPK-133226 12/8/2020 12/8/2021 Each Wrongful Act 2,000,000 A Professional Liab EPK-133225 1218/2020 121812021 Aggregate 4,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD i01, Additional Remarks Schedule, may be attached IF more space Is required) City of Rosemead is additional Insured with regard to the General Liability policy when required by a written contract, per the attached endorsement form EN0111- 02111. Primary & Non -Contributory with regard to the General Liability policy -applies when required by a written contract, per -the attached . endorsement form EN014711/11, Waiver of Subrogation included. Waiver of Subrogation with regard to the Workers Compensation policy applies when required by a written contract, per the attached endorsement form 2572. r]AlJCFI I ATInN1 GER r rriv^ i c nvcvc� _....----...._.. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Rosemead THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Department of Public Works 8838 E. Valley Blvd. Rosemead, CA 91770 AUTHORIZED REPRESENTATIVE uxzw _ ACORD 25 (2016103) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CWE Policy Number: EPK-1 33225 Effective Dates: 12/08/2020 - 12/08/2021 C. R.. U." F R- RFrz-A0.I r,,- - -,' - "p, ..NDQR$.EM-N E.' TI AREFULUT. 0 TCH ADDIT OF E'D -OWNERS, LES. E69 OR A 010INTR I C. CT --JORS fibs; i� los rl pt p 'iW ur(4,ol I be -Wog!, p. 6, 'PART W. - - ppyl -L LIA'P" TY. —tmkq -,.- P -A - G 9, A 4 M F WMAPI, � � ........ tIA'M - g, 9 z --M P,L -1,0 LIABIUITY, ---Q . TARS -0.'WT ON -A. T -C TR T E P Wl . AM -,R SCHMUIL5 ..... ..... ... ...... .W ho . ........ - ...... Where ft-equjred '$EOTIOV- Ill -MH 0 IS AM INSUREM-With, in'thw.'.Q, oFftnI00 - P-60kisiOns I Af 'ende'de'd to irld ,AgF an 4.1dditi.6h 1. j.hpurq,,4 tfi3O. erso;'c ,Px 'o-0-0401,100 10.19004" in: 1.1.1h9. Am UXOd, thm 0. 0Or in port,,-, by,!,y-ogr; word" .for .th-it insured which K oftne qy.owdr P0 - pg. p, on WIfe ALL OTHER-'TERMSAN'D'CONDITI-ONSOPTHE:POLIC.Y'.REMAIN',U':NC-HANG-EU;- ENgfil"TI-I A. POO." 101 Insured'Name: CWE Policy #: EPK- 133225 Polic Term: 12/8/2020 - 12/8/2021 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ ITCAREFULLY. PRIMMTAND NON-CONTRIBUTORYADDITIONAL INWRPED WITH WAIVER OF'SUBROGATION. This endorsement modifies ihqur;Ajijce proVid.ed under the following: COMMERCIAL GENERAL LIABILITY 00VERAGE'PART CbNTRACTORS- POLLUTION LIABILITY COVERAGE PART ERRORS AND OMIS&iONS LIABILITY COVERAGE PART SCHEDULE .Name of Additional Insured Persons ) orOrganization(s) Where Required by Written Cuntract A. SECTION III — WHO IS AN' INSURED within the Common Provisions: Is- amended to., include as an additional insured the person(s) or organizations) indicated in the Schedule• shown. above, but only with respect to liability arising out of "your work," for• that person or organization 'performed by )(6U, or by those acting on your behalf. B. As rdspoets additiona-1 insureds as defined aboVe,, this insurance also applies1b. "bddily, injury" or "property damage" arising out of your negligence when, the following written wr .,rPments. are applicable: contract rqqui 1. Coy%age- available under, this toveraga part shall apply as prih.ijary - 1114;luranpd. Any other Insurance available to the.5o additional Insureds shall apply aexcess and not contribute ai$- primary tothd �s- insurance affordoO by tfiis,.ehdors9rh6nt.. 2. We- waive any right of recovery we may have against the person'(s) or orgbtnIzatIbh'(t). indicated in the Schedule shown 'above because of payments we make for injury or da - g out of "your idamage. . arisin work!' performed under 0 written contract With thOt persqrl(,q) or organization(* . ). - garising .3. The term nal insured" is used separately and not collectively, but - .. t - .t the inclusion of more than one "additional insured" shall not increase: the limits or coverage provided by this Insura.nde. This Endorsement doeshot reinstate increase the Llmit�Of Insurance any " tointo. Bich the coVdfdgd afforded by Enddsehehtaiplids. ALL OTHER TERMS AND CONDITIONS Or THE POLICY REMAIN UNCHANGED. EN01 47-1 111 Page 1 of I STATEI ENDORSEMENT AGREEMENT COMPENSATION WAIVER OF SUBROGATION BLANKET BASIS BROKER COPY . HOME OFFICE SAN FRANCISCO EFFECTIVE DECEMBER 1, 2020 AT 12.01 A.M. ALL EFFECTIVE DATES ARE AND EXPIRING DECEMBER 1, 2021 AT 12.01 A.M. AT 12:01 AM PACIFIC STANDARD TIME OR THE TIME INDICATED AT PACIFIC STANDARD TIME CWE 1561 E ORANGETHORPE AVE STE 240 FULLERTON, CA 92831 WE HAVE THE RIGHT TO RECOVER OUR PAYMENTS FROM ANYONE LIABLE FOR AN INJURY COVERED BY THIS POLICY. WE WILL NOT ENFORCE OUR RIGHT AGAINST THE PERSON OR ORGANIZATION NAMED IN THE SCHEDULE. THIS AGREEMENT APPLIES ONLY TO THE EXTENT THAT YOU PERFORM WORK UNDER A WRITTEN CONTRACT THAT REQUIRES YOU TO OBTAIN THIS AGREEMENT FROM US. THE ADDITIONAL PREMIUM FOR THIS ENDORSEMENT SHALL BE 2.00% OF THE TOTAL POLICY PREMIUM. SCHEDULE PERSON OR ORGANIZATION JOB DESCRIPTION ANY PERSON OR ORGANIZATION BLANKET WAIVER OF FOR WHOM THE NAMED INSURED SUBROGATION HAS AGREED BY WRITTEN CONTRACT TO FURNISH THIS WAIVER 9170147-20 RENEWAL SP 7-84-15-94 PAGE 1 OF NOTHING IN THIS ENDORSEMENT CONTAINED SHALL BE HELD TO VARY, ALTER, WAIVE OR EXTEND ANY OF THE TERMS, CONDITIONS, AGREEMENTS, OR LIMITATIONS OF THIS POLICY OTHER THAN AS STATED. NOTHING ELSEWHERE IN THIS POLICY SHALL BE HELD TO VARY, ALTER, WAIVE OR LIMIT THE TERMS, CONDITIONS, AGREEMENTS OR LIMITATIONS OF THIS ENDORSEMENT. COUNTERSIGNED AND ISSUED AT SAN FRANCISCO: NOVEMBER 25, 22020 2572 AUTHORIZED REPRESENT IVE PRESIDENT AND CEO SCIF FORM 10217 IREV.7.20141 OLD DP 217 1 CwFnnnn.ni i<mAi nnniAnn 44�' CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY) 1 12/5/2019 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(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License # 0757776 HUB International Insurance Services Inc. 6 Centerpointe Drive, Suite 350 La Palma, CA 90623 CONT CT Irene Laine ?vc N, at; 877 825-2681 ac, No: 951 231-2572 EAI - s• cal.cpu@hubinternational.com INSURER(S) AFFORDING COVERAGE NAIC # INSURE A:Crum 8F Forster Specialty Insurance Company 44520 INSURED CWE 1561 E. Orangethorpe Avenue Suite 240 Fullerton, CA 92831 INSURER B; American Fire and Casualty Company 24066 INSURER C: State Compensation Insurance Fund of California 35076 INSURER D: INSURER E: INSURER F : r-n�Feoer_oc rca'rlciceTR wIMRPR• RFVISIAN NIIMRFR• vTHIS 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. INSR TYPE OF INSURANCE ADDL SD SUBR WVD POLICY NUMBER POLICY EFF D POLICY EXP MM DD LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE FX OCCUR X X EPK-129193 12/8/2019 12/8/2020 EACH OCCURRENCE 2,000,000 DAMAGE TO RENTED 100,000 MED ERCP (Any oneperson) $ 101000 PERSONAL & ADV INJURY 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY 0 spef El LOC OTHER GENERAL AGGREGATE $ 4,000,000 PRODUCTS -COMP OPAGG 4,000,000 is 13 AUTOMOBILE LIABILITY X ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS SSyy p AUTOS ONLY AUTOS ONt Y BAA57609336 1218/2019 12/8/2020 COMBINED SINGLE LIMIT 1,000,000 BODILY INJURY a erson BODILY INJURY Per accident $ PROs I�ent,Y DAMAGE UMBRELLA DAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE AGGREGATE $ DED I I RETENTION $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICEW RIETOREMBER E�UDEIF ECUTIVE (Mandatory in NH) "Psdescribe under DESCRIPTION OF OPERATIONS below NIA 9170147-19 12/1/2019 12/112020 TH - SERTUT 0 E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYE 1'000'000 E.L DISEASE - POLICY LIMIT $ 1,000,000 A JA Professional Liab Professional Liab EPK-129193 EPK-129193 1218/2019 12/8/2019 12/8/2020 12/8/2020 Each Wrongful Act 2,000, 000 Aggregate 4,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS 1 VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) City of Rosemead is additional Insured with regard to the General Liability policy when required by a written contract, per the attached endorsement form EN0111 02M 1. Primary & Non -Contributory with regard to the General Liability policy applies when required by a written contract, per the attached endorsement form EN014711111, Waiver of Subrogation included. Waiver of Subrogation with regard to the Workers Compensation policy applies when required by a written contract, per the attached endorsement form 2572. I+'n'r! M^ATC Uf%l FICO CArdCPI I ATInN ACORD 25 (2016103) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Rosemead THE EXPIRATION DATE ACCORDANCE WITH THE POLICY PROVISIONSCE WILL BE DELIVERED IN. Department of Public Works 8838 E. Valley Blvd. Rosemead, CA 91770 AUTHORIZED REPRESENTATIVE �0&1x� ACORD 25 (2016103) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CWE Policy Number: EPK-129193 WNM CRU M & F®RSTEW Effective Dates: 12/08119 - 12/08/20 ham x h r4i coNPxNY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS This endorsement riiodifies insurance provided under the following; COMMERCIAL GENERAL LIABCLITY COVERAGE' PART CONTRACTORS POLLUTION LIABILITY COVERAGE PART SCHEDULE Naive Of Additional Insured Persons) or O.rganizati6n(s), Where .Required By Written Cbntraat: SECTION III — WHO. IS AN INSURED within the Common Provisioris is amended to includeas an additional insured tile person(s), 'or organizatign,(s) 'indicated -'in the Schedule shown above, .but only -wish respect to liability .caused., in whole or in part, by "your worle' for that Insured. which is performed by -you or by those acting on your behalf. ALL OTHER TERMS AND CONDITIONS CSF THE POLICY REMAIN UNCHANGED. EN0111-0211 Paige, 1 of 1 Insured Name: CWE Policy #: EPK-129193 Poliy Term: 12/8/2019 -12/8/2020 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NON-CONTRIBUTORY ADDITIONAL INSURED WITH WAI'V'ER OF SUBROGATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART CONTRACTORS POLLUTION LIABILITY COVERAGE PART ERRORS AND OMISSIONS LIABILITY COVERAGE PART SCHEDULE Name of Additional Insured Persons or Organization(s) Where Required by Written Contract A. $ECTION III — WHO IS AN INSURED within the Common Provisions is amended to include as an additional insured the person(s) or organization(s) indicated in the Schedule shown above, but only with respect to liability arising out of "your work" for that person or organization performed by yo.u, or by those acting on your behalf. B. As respects additional insureds as defined above, this insurance also applies to "bodily injury" or "property damage" arising out of your negligence when the following written contract requirements are applicable: 1. Coverage available under this coverage part shall apply as primary insurance. Any other insurance available to these additional insureds shall apply as excess and not contribute as primary to the. insurance afforded by this endorsement. 2. We waive any right of recovery we may have against the person(s) or organization(s) indicated in the Schedule shown above because of payments we make for injury or damage arising out of "your world' performed under a written contract with that person(s) or organization(s). 3. The term "additional insured" is used separately and not collectively, but the inclusion of more than one "additional insured" shall not increase the limits or coverage provided by this insurance. This Endorsement does not reinstate or increase the Limits of Insurance applicable to any "claim" to which the coverage afforded by this Endorsement applies. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. EN0147-1111 Page 1 of 1 ENDORSEMENT AGREEMENT WAIVER OF SUBROGATION BLANKET BASIS BROKER COPY HOME OFFICE SAN FRANCISCO EFFECTIVE DECEMBER 1, 2019 AT 12.01 A.M. ALL EFFECTIVE DATES ARE AND EXPIRING DECEMBER 1, 2020 AT 12.01 A.M. AT 12:01 AM PACIFIC STANDARD TIME OR THE TIME INDICATED AT PACIFIC STANDARD TIME CWE 1561 E ORANGETHORPE AVE STE 240 FULLERTON, CA 92831 WE HAVE THE RIGHT TO RECOVER OUR PAYMENTS FROM ANYONE LIABLE FOR AN INJURY COVERED BY THIS POLICY. WE WILL NOT ENFORCE OUR RIGHT AGAINST THE PERSON OR ORGANIZATION NAMED IN THE SCHEDULE. THIS AGREEMENT APPLIES ONLY TO THE EXTENT THAT YOU PERFORM WORK UNDER A WRITTEN CONTRACT THAT REQUIRES YOU TO OBTAIN THIS AGREEMENT FROM US. THE ADDITIONAL PREMIUM FOR THIS ENDORSEMENT SHALL BE 2.00% OF THE TOTAL POLICY PREMIUM. SCHEDULE PERSON OR ORGANIZATION ANY PERSON OR ORGANIZATION FOR WHOM THE NAMED INSURED HAS AGREED BY WRITTEN CONTRACT TO FURNISH THIS WAIVER JOB DESCRIPTION BLANKET WAIVER OF SUBROGATION 9170147-19 RENEWAL SP 7-84-15-94 PAGE 1 OF 1 NOTHING IN THIS ENDORSEMENT CONTAINED SHALL BE HELD TO VARY, ALTER, WAIVE OR EXTEND ANY OF THE TERMS, CONDITIONS, AGREEMENTS, OR LIMITATIONS OF THIS POLICY OTHER THAN AS STATED. NOTHING ELSEWHERE IN THIS POLICY SHALL BE HELD TO VARY, ALTER, WAIVE OR LIMIT THE TERMS, CONDITIONS, AGREEMENTS OR LIMITATIONS OF THIS ENDORSEMENT. COUNTERSIGNED AND ISSUED AT SAN FRANCISCO: NOVEMBER 5, 22019 AUTHORIZED REPRESENTIVE PRESIDENT AND CEO SCIF FORM 10217 (REV.7.2014) 2572 OLD DP 217 CITY OF ROSEMEAD 20182019 STORMWATER MANAGEMENT SERVICES (CWE) AMENDMENT#1 The Agreement that was made and entered into on the 29th day of August 2018 by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place- of business at 8838 E. Valley Boulevard, Rosemead, CA 91770 and CWE with its principal place of business at 1561 E. Orangethorpe Avenue, Suite 240, Fullerton, CA 92831, is hereby extended from the period of July 1st, 2019 through June 30th, 2020. All existing provisions of the original agreement, and previous extension of the period August 2P, 2018 through June 30th, 2019, shall remain intact. Signed: CITY OF ROSEMEAD B IR M01180a Dare City Manager CWE By: \�-e V,.Q . p'� 2`1 1�l Vik Bapna Date 019801 PROFESSIONAL SERVICES. AGREEMENT 2018-2019 STORWATER MANAGEMENT SERVICES 1. PARTIES AND DATE. This Agreement is made and entered into this�_ day of A— ; 20J& (Effective Date) by and between the City of Rosemead, a municiftfil organization organized under the laws of the State of California with its principal place of business at 8838 E. Valley Blvd., Rosemead, California 91770 ("City") and CWE with its principal place of business at 1561 E. Orangethorpe Avenue, Suite 240, Fullerton, California 92831 ("Contractor"). City and Contractor are sometimes individually referred to herein as "Party" and collectively as "Parties." 2. RECITALS. 2.1 Contractors. Contractors desires to perform and assume responsibility for the provision of certain professional services required by the City.on the terms and conditions set forth in this Agreement. Contractor represents that it is experienced in providing Stormwater Management services to public clients, is licensed in the State of California, and is familiar with the plans of City. 2.2 Project: City desires to engage Contractor to render such ongoing general public works and professional services ("Services") as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Contractor promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional compliance and support services necessary for the Project ("Services"). The Services and hourly rates are more particularly described in Exhibit A attached hereto and incorporated herein CWE Page 2 of 11 by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be from Effective Date shown above to June 30, 2019, unless earlier terminated as provided he Contractor shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. 3.2 Responsibilities of Contractor. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Contractor or under its supervision. Contractor will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Contractor on an independent contractor basis and notas an employee.. Contractor retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor's exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and'as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment. insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Contractor shall perform the Services expeditiously, within the term of this .Agreement. Contractor represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Contractor's conformance with the Schedule, City shall respond to Contractor's submittals in a timely manner. Upon request of City, Contractor shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Contractor shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Contractor has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Contractor may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Contractor cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or CWE Page 3 of 11 property, shall be promptly removed from the Project by the Contractor at the request of the City. 3.2.5 City's Representative. The City hereby designates the City Engineer or his or her designee, to act as its representative for the performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for all purposes under this Contract. Contractor shall not accept direction or orders from any person other than the City's Representative or his or her designee. 3.2.6 Contractor's Representative. Contractor hereby designates Mr. Jason Pereira, or his/her designee, to act as its representative for the performance of this Agreement ("Contractor's Representative"). Contractor's Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement. The Contractor's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. Contractor agrees to work closely with City staff in the performance of Services and shall be available to City's staff, contractors and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees. Contractors shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the professional calling necessary to perform the Services. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business' License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Contractor shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Contractor's failure to comply with the standard of care provided for herein. Any employee of the Contractor or its sub -contractors who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, o any employee who fails or refuses to perform the Services in a manner acceptable to the City, shallbe promptly removed from the Project by the Contractor and shall not be re-employed to perform any of the Services or to. work on the Project. ,. 3.2.9 Laws and Regulations. Contractor shall keep itself .fully informed of and incompliance with all local, state and federal laws, rules and regulations CWE Page 4 of 11 in any manner affecting the performance of the Project or the Services, including all CaVOSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Services. If the Contractor performs any work knowing it to be contrary to such laws., rules and regulations and without giving written notice to the City, Contractor shall be solely responsible for all costs arising therefrom. Contractor shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.2.10 Insurance, 3.2.10.1 Time for Compliance. Contractor shall maintain prior to the beginning of and for the entire duration of this Agreement an insurance coverage and policy as specified in Exhibit B attached to and part of this agreement. 3.2.11 Safety. Contractor shall execute and maintain its work Was to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 Fees and Payments. 3.3.1 Compensation. Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement, as specified in the attached proposal (i.e., hourly rates, expenses, etc.), but 6 Such payments shall be made on an as -needed basis as directea-by tfie City. Extra ork may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation. Contractor shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Contractor. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. ME Page 5 of 11 3.3.3 Reimbursement for Expenses. Contractor shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Contractor perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Contractor shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.3.5 Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Contractor's principal place of business and at the project site. Contract shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection. Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Contractor shall allow a representative of City during .normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination. City may, by written notice to Contractor, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Contractor of such termination, and specifying the .effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Contractor shall be compensated only for those services which have CWE Page 6 of 11 been adequately rendered to City, and Contractor shall be entitled to no further compensation. Contractor may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Contractor to provide all finished or unfinished Documents and Data and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such docdment and other information within fifteen (15) days of the request. . 3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: CONTRACTOR: CWE 1561 E. Orangethorpe Avenue, Suite 240 Fullerton, California 92831 Attn: Jason Pereira CITY: City of Rosemead. 8838 E. Valley Bouolevard Rosemead, CA 91770 Attn: City Engineer, Rafael M. Fajardo, P.E. Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property. embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ("Documents & Data"). Contractor shall require all subcontractors to agree in writing that CWE Page 7 of 11 City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Contractor or provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor. Such materials shall not, without the prior written consent of City, be used by Contractor for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Contractor which is otherwise known to Contractor or is generally known, of has become known, to the related industry shall be deemed confidential. Contractor shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or other, arising out of or in connection with this Agreement, the -prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. 3.5.6 Indemnification. Contractor shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Contractor, its officials, officers, employees, agents, Contractors and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. Contractor shall defend, at Contractor's own cost; expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be- brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Contractor shall reimburse CWE Page 8 of 11 City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents or volunteers. 3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the: subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.10 City's Right to Employ Other Contractors. City reserves right to employ other Contractors in connection with this Project. 3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties. 3.5.12 'Assignment or Transfer. Contractor shall not assign, hypothecate, or transfer, either directly or by operation of. law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.13 Construction; References; Captions. Since the Patties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Contractor include all personnel, employees, agents, and subcontractors of Contractor, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, CWE Page 9 of 11 benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.18 Prohibited Interests. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Contractor further agrees to file, or shall cause its employees or, subcontractors to file, a Statement of Economic Interest with the City's Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.19 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Contractor shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification. By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.21 Authority to Enter Agreement. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. CWE Page 10 of 11 3.6 Subcontracting. 3.6.1 Prior Approval Required. Contractor shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. [Signatures on next page] CWE Page 11 of 11 CITY OF ROSEMEAD CWE l S ► By: loris Molleda, City Manager Date D td e Attest: - Ericka; Hernandez, City Clerk Approved as to Form: S- 13 Date 20,1111 Oak achel Richman Date City Attorney Name: \I t k 6,e "P, Title: c—t=-o Title: Se -L No EXHIBIT A SCOPE OF SERVICES/ HOURLY RATES A-1 I City of Rosemead O E EAD MS4 NPDES Permit Professional Compliance and Support Services CJC2 BOARD FOR PROFESSIONAL ENGINEERS, LAND SURVEYORS, AND GEOLOGISTS `K _ ThMPmRdo.MCIW �m.�msR�"a,o��l. mn.r n�.am Kathryn Louise -H Thomas ISDULTLICdNSWASA PROPESSIONALENGINEER _ is CIA Enjbwadns IOTGWO 0fC&=1LdnMUrm WTRM7` R10. W WhMCeedmedk&ld ode =WWOURUMV AUU SPAT. CwdpmaT.b.0 %5717 pF 0-1A- Itm RDAMFMMOMWORM. RIEFNcLAWSURL'RTMARDGEDMIM Thon= 00752 Jm12a, TDI? C. Subcontracted Services You Rda MMft as Rp1ia TheMm. CWE 4mbae "Noes OOIMOilp W you, please Rg OUL CWE does not anticipate any subconsultants to be utilized for the services outlined in the City's RFP. D. Fees While we cannot put a price on environmental sustainability, CWE understands first and foremost financial resources are at the front of many clients' minds, and are a strong priority. We don't perpetually speculate about spurious regulatory interpretations that leave you worrying about potential risk exposure and changing regulatory priorities. While each Permittee has different competing internal priorities, CWE has the experience to cost-effectively apply your limited dollars where they will provide the greatest compliance benefit; and make- the added effort to secure public agency grant funding. For example, Project Manager Dr. Gerry Greene recently procured over $10 million in Proposition 1 Stormwater Implementation Grant support for permitting, design, and construction of the ]ohn Anson Ford Park, regional BMP Cistern, with a 10% Watershed Management Area (WMA) match that required only a 1.5% project match from the City of Bell Gardens. Our fees reflect a commitment to providing the City with top-notch services, using streamlined communication, and taking necessary actions within consequential scheduling deadlines. A proposed fee schedule for services anticipated, and hourly rates for professional, staff members by title are provided on the following pages. The most significant task in the budget is associated with the Inventory of Regional BMP Development Opportunities and CWE would gladly suggest clarifications to that scope of work that might allow the City to more cost-effectively achieve its objectives. In brief, we recommend the City focus on one project and develop documentation sufficient to support grant applications, rather than tie compliance to the procurement of private parcels. Our City of Rosemead Bid Proposal Form is provided in Appendix A. CWE takes no exceptions from the City's contract requirements. - 11 - *r/� City of Rosemead Support Services KOQ% E% MS4 NPDES Permit Professional Compliance and D. I Rate Sheet Senior Engineering Technician Engineer/ Scientist Date/hour Principal $240 Senior Project Manager $236 Project Manager $206 Technical Manager $203 Task Leader $180 Principal Engineer $175 Senior Engineer $166 Project Engineer $145 Staff Engineer $121 Assistant Engineer $98 Senior Environmental Scientist $148 Environmental Scientist $123 Environmental Analyst $91 Construction Services Construction Manager $169 Senior Construction Inspector $129 Construction Inspector $114 Field Survey Licensed Surveyor $157 3 -Person Survey Crew $221 2 -Person Survey Crew $178 Support Services Cost + 10% GIS Specialist $118 Senior Engineering Technician $96 Engineering Technician $84 CADD Designer $98 Project Coordinator $87 Administrative Assistant $79 General Direct Expenses Cost + 10% Subcontract Services Cost + 10% Specialized Computer Applications (per hour) $15 Mileage Current IRS Rate Field Vehicle — Hourly $12/hour Field Vehicle — Daily $80/day Field Vehicle — Monthly $1,500/month B&W Photocopies (per page) $0.10 Color Photocopies (per page) $0.50 Rates will be adjusted annually based on the US Department of Labor, Bureau of Labor Statistics, Consumer Price Index for All Urban Consumers. Rates for field equipment, health and safety equipment, and graphical supplies presented upon request. Based on CWE maintaining General Liability Insurance for bodily Injury and property damage with an aggregate limit of $2,000,000 per occurrence. In the event the client desires additional coverage, CWE will, upon the clients written request, obtain additional insurance and adjust the above billing rates accordingly. -12- CWE7 'f Cott' off Rosemead RO:Zs�� „,, .,,� MS4 NPDES Permit Professional Co I ®02. Pee SchedWe City of Rosemead MS4 NPDES Permit Professional Q Professional Service Fee Prepared by CWE on 02/07/2018 GIS oed6list Task 1118 CAD Admin Designer Assistant 98 79 Mileage, $0.545 `' , _ ODCs 1 Meetings 1.1 Six Regional LAPG, ULAR MS4P Meetings I 420 1.2 Four Informal City Meetings (Agenda/Summary) .I 240 2 IStaff Training 2.1 Construction/Erosion Control Review/Permitting 60 2.2 Erosion/Sediment Contorl Plan Inspection 60 2.3 Stormwater Targeted Public Employee & Contractd 60 2.4 City Staff IC/ID Response 1 60 3 Public Information and Participation Program 16 4 jAnnual Industrial/Commercial Facilities Program 4.1 Food Service 200/2=100 $9,500 4.2 Auto 100 /RGO(20)/Nurse 6 126/2=63) i $7,560 4.3 5 Traditional/1 NEC IGP 6/2=3 I $750 4.4 BL data, Notification Itr, Form, GIS tracking databa 5 Redevelopment Planning (2 Reviews/4 projects, <! $100 6 Redevelopment Construction Inspections <=4/mor' 720 7 Post -Construction BMP Inspections 13 CGPs 180 8 Public Facility Inventory 60 9 Inventory of Regional BMP Development Opporturj 16 64 180 10 Public Activity Management (Day/Month) 840 11 Trash TMDL Alternative Compliance Study 560 12 IC/ID Investigation & Elimination first 16 hrs, then. 120 13 Annual Report 60 7oW Fee and Hours_ 116 64 16. 1973” $17!,910 EXHIBIT B INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of the Work, Contractor will maintain insurance in conformance with the requirements set forth below. Contractor will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Contractor agrees to amend, supplement or endorse the existing coverage to do so. Contractor acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to City. Contractor shall provide the following types and amounts of insurance: Commercial General Liability Insurance using Insurance Services Office "Commercial General Liability" policy form CG 00 01 or the exact equivalent.' Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits are subject to review but in no event less than $1,000,000 per occurrence. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less that $1,000,000 per accident. If Contractor owns no vehicles, this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described above. If Contractor or Contractor's employees will use personal autos in any way on this project, Contractor shall provide evidence of personal auto liability, coverage, for each such person. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Any such coverage provided under an umbrella liability policy shall include a drop down provision providing primary coverage above a maximum $25,000 self-insured retention for liability not covered by primary but covered by the umbrella. Coverage shall be provided on a "pay on behalf" basis, with defense costs payable in addition to policy limits. Policy shall contain a provision obligating insurer at the time insured's liability is determined, not requiring actual payment by the insured first. There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to City for injury to employees of Contractor, subContractors or others involved in the Work. The scope of coverage provided is subject to approval of City following receipt of proof of insurance as required herein. Limits are subject to. review but in no event less than $1 Million per occurrence. Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Contractor and "Covered Professional Services" as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this agreement. Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the state of California and with an A.M. Bests rating of A- or better and a minimum financial size VII. General conditions pertaining to provision of insurance coverage by Contractor. Contractor and City agree to the following with respect to insurance provided by Contractor: 1. Contractor agrees' to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Contractor also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Contractor, or Contractor's employees, or agents, from waiving the right of subrogation prior to a loss. Contractor agrees to waive subrogation rights against City, regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Contractor and available or applicable to this agreement are intended to apply to the full extent of the,policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. , 5. No liability policy shall contain -any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Contractor shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City's protection without City's prior written consent. 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Contractor's general liability policy, shall be delivered to, City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Contractor or deducted from sums due Contractor, at City option. 8.. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of coverage. -Contractor agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the certificate. 9. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Contractor or any subcontractor, is intended to apply first and on a primary, noncontributing basis .in relation to any other insurance or self insurance available to City. 10. Contractor agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in the project by Contractor, provide the same minimum insurance coverage required of Contractor. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Contractor agrees that upon request, -all agreements with subcontractors and others engaged in the project will be submitted to City for review. 11. Contractor agrees not to self -insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Architect; Engineer or other entity or. person in any way involved in the performance of work on the project contemplated by this agreement to self -insure itsobligations to City. If .Contractor's existing coverage includes a deductible or self-insured retention, the deductible or self- insured retention must be declared to the City. At that time the City shall review options with the Contractor, which may include reduction or elimination of the deductible or selfinsured retention, substitution of other coverage, or other solutions. 12.The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Contractor ninety (90) days advance written notice of such change. If such change results in .substantial additional cost to the Contractor, the City will negotiate additional compensation proportional to the increased benefit to City. 13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 14. Contractor acknowledges and agrees that any actual or alleged failure on the part of City to inform Contractor of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 15. Contractor will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 16. Contractor shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Contractor's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five days of the expiration of the coverages. 17. The provisions of any workers' compensation or similar act will not limit the obligations of Contractor under this agreement. Contractor expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its. employees, officials and agents. 18. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements. nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all- inclusive. 19.These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. 20.The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 21. Contractor agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge.City or Contractor for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. Contractor agrees to provide immediate notice to City of any claim or loss against Contractor arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. Ild C1111Fnnnn_n1 ILAINF CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDNYYY) 12/11/2017 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, su ject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer righ to the certificate holder in lieu of such endorsement(s). PRODUCER License # 0757776 HUB International Insurance Services 6 Centerpoints Drive #350 La Palma, CA 90623 nc. CONI CT PHONE 714 739-3177 FAX No ; 714 739-3186 (A/C, No, Ext): ( ) ( ) ADD IE INSURER(S) AFFORDING COVERAGE NAIC# INSURER A. Crum & Forster Specialty Insurance Company 44520 EACH OCCURRENCE $ 2,000,000 I INSURED i INSURER Sl American Fire and Casualty Company 24066 INSURER C :State Compensation Insurance Fund of California 35076 CWE 1561 E. Orangethorpe Avenue Suite 240 - INSURER D: INSURER E: Fullerton, CA 92831 INSURER F: nnVFRAr:FC CFRTIFICATF NIiMRFR! REVISION NUMBER.- THIS UMBER: 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 CONTRACTOR OTHER DOCUMENTWITH RESPECTTO 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. ILS R TYPE OF INSURANCE ADDL SUBDR POLICY NUMBER POLICY EFF FOLICMMIDD EXP LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE FRI OCCUR I EPK-120302 12/08/2017 12108/2018 EACH OCCURRENCE $ 2,000,000 PDO M SESO eENTu�oca $ 100,000 MED EXP (Any oneperson) $ 10,000 PERSONAL & ADV INJURY $ 2,000'000 GEN'L AGGREGATE LIMIT APPLIES PER: X • POLICY [:1 jECT 7 LOC OTHER: GENERA -AGGREGATE $ 4,000,000 PRODUCTS - COMP/OP AGG $ 4,000,000 $ B AUTOMOBILE LIABILITY X ANYAUTO OWNED SCHEDULED AU�T�OS ONLY AUTOS NON -OV 03 ONLY AUTOS ONLY BAA57609336 12/08/2017 12108/2018 COMBINED BI gD SINGLE LIMIT $ 1,000,000 BODILY INJURY Perperson) $ BODILYINJURY Per aa'dent $ BO�DILY PPe�adent AMAGE $ $ UMBRELLA LIAB EXCESS LIAR HCLAIMS-MADE OCCUR EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ I $ C WORKERS COMPENSATION IX AND EMPLOYERS'LIABILITY Y/IN OFFICEOPRIETORIEXC NERIE ECUTIVE i (Mandatory in Ntt1iI I If yes, describe under DESCRIPTION OF OPERATIONS below I N / A 9170147-17 12/01/2017 12101/2018 SER TE ETH E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYE $ 1,000,000 1,000,000 EL. DISEASE- POLICY LIMIT I $ A A Professional Liab Professional Liab I EPK-120302 EPK-120302 12/08/2017 12/08/2017 12/08/2018 12108/2018 Each Wrongful Act 2,000,000 Aggregate 4,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached If more space Is required) City of Rosemead is additional insured as respects General Liability per endorsement #EN0147-1111. Genera Liability is primary and non-contributory per endorsement #EN0147-1111. General Liability waiver of subrogation applies per endorsement#EN0147-1111. Workers Compensation waiver of subrogation applies per endorsement #2572. CFRTIFICATF HOi_nF_R CANCELLATION ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Ci f Rosemead City o THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Department of Public Works 8838 E. Valley Blvd. Rosemead, CA 91770 AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY, PRIMARY AND NON-CONTRIBUTORY ADDITIONAL INSURED WITH WAIVER OF SUBROGATION This endorsement modifies insurance provided under the followifig; COMMERCIAL GENERAL LIABILITY COVERAGE PART CONTRACTORS POLLUTION LIABILITY COVERAGE PART ERRORS AND OMISSIONS LIABILITY COVERAGE PART SCHEDULE Name of Additional Insured. Person .s, or Organ ikatio8 Where Required. by Written Oontract A. SECTION UI — WHO IS AN INSURED. within the Common 'Provisions is amended to, include as an additional insured the person(s) or organization(s) indicated In the Schedule shown above, but only with respect to liability arising out of "your work" for that person or organization performed by you, or by those acting on your behalf. B. As respects additional insureds as defined above, this insurance also applies to "bodily injury" or "property damage" arising out of your negligence whenth . following written contract requirements. are applicable: 1. Coverage available under this coverage part shall apply as. primary insurance. Any.other insurance available to these additional insureds shall apply as excess- and not contribute as primary to the insurance afforded by this- endorsemeht. 2. We waive any right of recovery we may have against the person(s) or organization(s) indicated in the Schedule shown above because• of payments we make for injury or damage arising ouf of 'Your work" performed under a written contract With that person(s) or organization(s). 3.- The tern "additional insured" is used separately and not collectively, but the inclusion of more than one "additional insured" shall not inorease. the limits or coverage provided by this insurance. This Endorsement does not reihstate or increase the Limits of Insurance applicable to any"claim" to which the coverage afforded by this Endorsement applies. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. EN0147-1111 Page 1 of 1 ENDORSEMENT AGREEMENT WAIVER OF SUBROGATION BLANKET BASIS BROKER COPY HOME OFFICE SAN FRANCISCO EFFECTIVE DECEMBER 1, 2017 AT 12.01 A.M. ALL EFFECTIVE DATES ARE AND E%P I R I NG DECEMBER 1, 2018 AT 12.01 A.M. AT 1201 AM PACIFIC STANDARD TIME OR THE TIME INDICATED AT PACIFIC STANDARD TIME CWE 1561 E ORANGETHORPE AVE STE 240 FULLERTON, CA 92831 WE HAVE THE RIGHT TO RECOVER OUR PAYMENTS FROM ANYONE LIABLE FOR AN INJURY COVERED BY THIS POLICY. WE WILL NOT.ENFORCE OUR RIGHT AGAINST THE PERSON OR ORGANIZATION NAMED IN THE SCHEDULE. THIS AGREEMENT APPLIES ONLY TO THE EXTENT THAT YOU PERFORM WORK UNDER A WRITTEN CONTRACT THAT REQUIRES YOU TO OBTAIN THIS AGREEMENT FROM US. THE ADDITIONAL PREMIUM FOR THIS ENDORSEMENT SHALL- BE 2.001 OF THE TOTAL POLICY PREMIUM. SCHEDULE PERSON OR ORGANIZATION JOB DESCRIPTION ANY PERSON OR ORGANIZATION BLANKET WAIVER OF ® FOR WHOM THE NAMED INSURED SUBROGATIOX HAS AGREED BY WRITTEN CONTRACT TO FURNISH THIS WAIVER 9170147-17 RENEWAL SP 7-84-15-94 PAGE 1 OF 1 NOTHING IN THIS ENDORSEMENT CONTAINED SHALL BE HELD TO VARY, ALTER, WAIVE OR EXTEND ANY OF THE TERMS, CONDITIONS, AGREEMENTS, OR LIMITATIONS OF THIS POLICY OTHER THAN AS STATED. NOTHING ELSEWHERE IN THIS POLICY SHALL BE HELD TO VARY, ALTER, WAIVE OR LIMIT THE TERMS, CONDITIONS, AGREEMENTS OR LIMITATIONS OF THIS ENDORSEMENT. COUNTERSIGNED AND ISSUED AT SAN FRANCISCO. NOVEMBER 2, 2017 AUTHORIZED REPRESENT IVE PRESIDENT AND CEL] 2572 PROFESSIONAL SERVICES AGREEMENT ON-CALL MUNICIPAL STORMWATER PERMIT COMPLIANCE SERVICES (CWE CORPORATION) 1. PARTIES AND DATE. This Agreement is made and entered into this Is day of, 20 14 (Effective Date) by and between the City of Rosemead, a municipal or nization organized under the laws of the State of California with its principal place of business at 8838 E. Valley Blvd., Rosemead, California 91770 ("City") and CWE Corporation with its principal place of business at 1561 E. Orangethorne Avenue, Suite 240, Fullerton, CA 92831-5202 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties." 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this.Agreoment. Consultant represents that it is experienced in providing municipal stormwater permit compliance services to public clients, is licensed in the State of California, and is familiar with the plans of City. 2.2 - Project. City desires to engage Consultant to render such ongoing general public works and professional engineering services ("Services") as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional municipal stormwater permit compliance services consulting services necessary for the Project CWE CORPORATION Page 2 of 11 ("Services"). The Services and hourly rates are more particularly described in Exhibit A attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be from Effective Date shown above to June 30, 2016, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, . City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to -the approval of City. 3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City small be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable CWE CORPORATION Page 3 of 11 to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. . 3.2.5 City's Representative. The City hereby designates the Director of Public Works, or his or her designee, to act as its representative for the performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for all purposes under this Contract. Consultant shall not accept direction or orders from any person other.than the City's Representative or his or her designee. 3.2.6 Consultant's Representative. Consultant hereby designates Mr. Gerald E.. Greene, DEnv, PE, QEP, QSD/P., or his/her designee, to act as its representative for the performance of this Agreement- ("Consultant's Representative"}. Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement: The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory. coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees. Consultant shall, perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to. perform the Services, including a City Business License, and that *such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub -consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of CWE CORPORATION Page 4 of 11 and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall , be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any ,failure or alleged failure to comply with such laws, rules or regulations. 3.2.10 Insurance. 3.2.10.1 Time for Compliance. Consultant shall maintain prior to the beginning of and for the entire duration of this Agreement an insurance coverage and policy as specified in Exhibit B attached to and part of this agreement. 3.2.11 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 l=ees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement, as specified in the attached Consultant proposal (i.e., hourly rates, expenses, etc.), but not to exceed Twenty Thousand Dollars ($20,000.00) per fiscal year. Such payments shall be made on an as -needed basis as directed by the City. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, CWE CORPORATION Page 5 of 11 within 45 days of receiving such- statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra. Work without written authorization from City's Representative. 3.3.5 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records -and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of. three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 . Grounds for Termination. City may, by written notice CWE CORPORATION Page 6 of 11 to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such. termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.5.1.2 . Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services..In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner, as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: CONSULTANT: CWE Corporation 1561 E. Orangethorne Avenue, Suite 240 Fullerton, CA 92831-5202 Attn: Gerald E. Greene, DEnv, PE, QEP, QSD/P Tel: (714) 526-7500 CITY: City of Rosemead P.O. Box 399 Rosemead, CA 91770 Attn: Director of Public Works Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, Modify, reuse, or sublicense any and all copyrights, designs, and other intellectual CWE CORPORATION Page 7 of 11 property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, -input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or. the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or other, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. 3.5.6 Indemnification. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Consultant, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment.of all consequential damages and attorneys fees and other related costs and expenses. Consultant shall defend, at CWE CORPORATION Page 8 of 11 Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may. be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such stmt, action or other legal proceeding. Consultant shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents or volunteers. 3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall. be in Los Angeles County. 3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project. 3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties. 3.5.12 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for. or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience. and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. CWE CORPORATION Page 9 of 11 3.5.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 Waiver, No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or othercovenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party, any contractual rights by custom, estoppel, or otherwise. 3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any.fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City's Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.19 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program; Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. CWE CORPORATION Page 10 of 11 3.5.21 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. [Signatures on next page] CWE CORPORATION Page 11 of 11 CITY OF ROSEMEAD By: J AI , City 4anager Ibaf6 CWE CORPORATION By: Da e Name:—\I\\< Q)R, NPA Attest: Title: C -M ity Cle k Date [If Corporation, TWO SIGNATURES; President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONTRACTOR REQUIRED] By: Name: Title:��-r�--�-rf., �b CowParr�o 5.�,�.1 EXHIBIT A SCOPE OF SERVICES/ HOURLY RATES November 27, 2015 Mr. Rafael M. Fajardo, PE City Engineer City of Rosemead 8838 East Valley Boulevard Rosemead, CA 91770 CWE 1561 E. ORANGETHORPE AVENUE SURE 240 FULLERTON, CA 928315202 (714) 526-7500 PHONE (714) 526-7004 FAX www.cwecorp.com Proposal to Provide On -Caul Municipal Stormwater Permit Compliance Services Dear Mr. Fajardo, CWE is pleased to offer the City of Rosemead this proposal to provide On -Call Municipal Separate Storm Sewer System (MS4) National Pollutant Discharge Elimination System (NPDES) Permit Compliance Services and are providing you with the enclosed Statement of Quallflcations as a demonstration of the broader range of services that our firm Is ready to provide to you and the City. CWE continues to grow by consistently providing- our municipal clients with an experienced Industry-leading team of professionals skilled In managing and delivering civil and environmental engineering projects. CWE Is a CASQA and APWA Section award-winning provider of water resources, watershed management, transportation, environmental, planning, design, engineering, and construction support services. Clients trust CWE to provide Innovative and sustainable solutions to complex problems that Impact municipal civil infrastructure, water resources, and the environment CWE municipal clients, along with the MS4 Permit sejvices provided, include. San Bernardino County Flood Control District On -Call (NPDES) Municipal Stormwater Program Regulatory Assistance, seven Los Angeles County MS4 Permit Watershed Management Program (WMP) and Enhanced WMP (EWMP) Plans, City of Glendora NPDES MS4 Permit Compliance Administration, City of Santa Clarita Stormwater Program Implementation Assistance, and Los Angeles County Mass Emission and Tributary Station Water Quality Monitoring. Related services include analyzing water quality priorities, evaluating existing and alternative Best Management Practice (BMP) or Watershed Control Measures (WCMs), developing and implementing monitoring programs, preparing BMP and Low Impact Development (LID) guidance manuals, developing hydromodificatlon management procedures, conducting public outreach, and preparing annual compliance reports. Over the last ten years as a firm, and three decades as individuals, we have provided these services for dozens of clients Including the Cities of Arcadia, Azusa, Bell, Bell Gardens, Bradbury, Carson, Commerce, Cudahy, Downey, Duarte, Los Angeles, Maywood, Monrovia, San Gabriel, Santa Monica, Sierra Madre, Torrance, Tustin, and Vernon, along with the Counties of Los Angeles, Orange, San Bernardino, and San Diego. With the Los Angeles Reglonal Water Quality Control Board (LARWQCB) having provided comments to guide revision of the draft Upper Los Angeles River EWMP on October 21, 2015, the City of Rosemead is at a crossroads in Implementing the July 1, 2015 amended 2012 Coastal Los Angeles County MS4 Permit. Within a few months, the City must fully implement extensive new permit requirements, commit to decades of costly local WCMs and regional BMPs, or potentially face Immedlate compliance monitoring associated with implementation of the "baseline" permit requirements, without benefit of the protections provided through the WMP or EWMP processes. Our staff is already assisting other Rio Hondo watershed II��1 �1 IIP9�LM "Engineering Solutions to Improve the'Quaiity of Ufa." Mr. Rafael M. Fajardo, PE November 27; 2015 Page 2 agencies, both above and below the City, with permit implementation, water quality monitoring, and BMP design services, so we are intimately familiar with the precise issues you will soon face and are ready to guide City Management and staff by providing cost-effective solutions to watershed -sized challenges. Given the many potential options and alternatives remain available to the City, CWE would propose to provide up 'to twenty thousand dollars ($20,000) In On -Call Municipal Stormwater Permit Compliance Services, on a Time and Materials basis, based on our 2016' Rate Sheet shown on the following page. Typically, CWE and agency representatives would meet and Identify an Initial mix of minor anticipated services (e.g. attend meetings, review EWMP/CIMP revisions, staff. conference calls) with service levels, while reserving approximately half the purchase order amount for unldentifled future needs. Once these minor tasks and levels are agreed to, CWE will then be able to provide the agency wlth immediate response or progress toward work product development. The Scope of Work for more substantial tasks, such as annual report preparation or industrial Inspections, would be outlined, level of service, progress schedule defined with City staff input, and then, after receiving written directions to proceed from City staff, the task initiated. As minor tasks limits are approached, CWE would then advise the City Staff to decide whether replenishment Is warranted. This approach to project and task definition, assures that our staff are available when the City needs them, but limits unexpected surprises resulting from scope creep or multiple agency staff providing CWE with assignments, without complete internal authorization. While CWE has found this approach to On -Call Service provision effective, we remain open to your preferences and preferred approach to Project Management and Purchase Order or Contract control. Whichever MS4 Permit implementation and compliance path the City eventually chooses to follow, CWE Is eminently qualified to provide guidance and whichever services are most appropriate to that path. We are an Integrated firm with a reputation for delivering engineering solutions that Improve the quality of H6 in a cost-effective and holistic manner. Our emphasis Is on the development and Implementation of real world solutions that are practical and cost-effective to create value for our clients and enhance our communities and environment. Our Principals formed CWE to provide clients, such as the City of Rosemead, with exceptional service to address challenging stormwater and urban runoff regulations, while providing solutions that serve their needs and exceed expectations. By selecting CWE, you get an experienced firm that understands the Importance of client satisfaction. Our proactive, spirited approach to building positive relationships has been one of the primary reasons for our success and repeat clients. ONE submits this Statement of Qualifications not simply as an expression of Interest, but as a personal statement of our commitment to providing the leadership and resources necessary to render timely and responsive services to the City. We look forward to further discussing our qualifications far this opportunity. If you have any questions or require additional information, please contact me at (714) 5264500 Ext. 207 or aareene(ftwecorp.com. Respectfully submitted, Gerald E. Greene, DEnv, PE, QEP, QSD/P Director of Stormwater Enc. Enaineer/Scientiis Principal Senior Project Manager Project Manager Technical Manager Task Leader Principal Engineer Senior Engineer Project Engineer Staff Engineer Assistant Engineer Senior Environmental Scientist Environmental Scientist Construction Services Construction Manager Senior Construction Inspector Construction Inspector Meld Su[M Licensed Surveyor 3 -Person Survey Crew 2 -Person Survey Crew Suil Services GIS Specialist Senior Engineering Technician Engineering Technician CARD Designer Project Coordinator Administrative Assistant General Direct Expenses Subcontract Services Specialized Computer Applications (per hour) Mileage Field Vehicle — Hourly Field Vehicle — Daily Field Vehicle-- Monthly B&W Photocopies (per page) Color Photocopies (per page) Rate/Hour $250 $218 $194 $191 $169 $164 $156 $137 $114 $92 $116 $85 $160 $122- $107 $145 $204 $165 $112 $90 $79 $92 $82 $75 Cost + 10% Cost + 10% $15 Current IRS Rate $12/hour $80/day $1,500/month $0.10 $0.50 Rates will be adjusted annually based on the US Department of Labor, Bureau of labor Statistics, Consumer Price Index for All Urban Consumers. Rates for field equipment, health and safety equipment, and graphical supplies presented upon request. Based on CWE maintaining General Liability Insurance for bodily injury and property damage with an aggregate limit of $2,000,000 per occurrence. In the event the client desires additional coverage,. CWE will, upon the client's written request, obtain additional insurance and adjust the above billing rates accordingly. STATEMENT UALIFI Submitted to: City of Rosemead Table of Contents TABLEOF CONTENTS..................................................................................................<............... a FIRMPROFILE...............................................................................................I............................ 1 CERTiFICAIIONS......................................................... I.................................................................. 1.2 OFFICELOCATIONS....................................................................................................................... 2 KEYPERSONNEL....................................................................................................................... 3 SERVICE AREAS AND PROJECTS............................................................................................... B C� Firm Profile CWE Is an award-winning provider of planning, design and engineering, water resources, stormwater and watershed management, transportation design, environmental, and construction support _Iq� services; Cllents trust CWE to provide Innovative and sustainable solutions to solve complex problems involving civil Infrastructure, water resources, and the environment. Our portfolio includes complex projects like the award-winning City of Los Angeles Garvanza Park Rainwater Capture and Use; and the Burnett Avenue Street Rehabilitation and Storm Drain Design; Los Angeles Department of Water and Power (LADWP) Owens Lake Dust Mitigation Program Phases 7a, 9, and 11; Califomia.Confidential Utility Provider Serrano Valley Transmission Towers Hydrology and Hydraulics Study, Orange County John Wayne Airport (JWA) On -Call Environmental Engineering; Orange County Sheriff -Coroner Department Spill Prevention, Control, and Countermeasures (SPCC) Plans; and California Confidential Utility Provider Stormwater Permitting and Construction Inspections; among many other important projects. We have served municipal clients including, but not limited to the Counties of Orange, Los Angeles, San Diego, and San Bernardino, and Cities of Los Angeles, Torrance, Carson, Garden Grove, Huntington Beach, Santa Clarita, Covina, and Moreno Valley; utility agencies including the LADWP, Metropolitan Water District of Southern California (MWD), Palmdale Water District, and two large confidential California utility providers; airports including 7WA, Los Angeles World Airports (LAWA), and San Diego County Regional Airport Authority (SDCRAA); and other clients Including the California Department of Transportation (Caltrans), Port of Long Beach (POLE), Los Angeles County Fire Department (LACoFD), and San Diego and No Hondo Community College Districts. CWE is an integrated firm with a reputation for delivering engineering solutions that Improve the quality of life in a cost-effective and holistic manner, Our goal Is to provide clients with exceptional service that exceeds their expectations and serves their needs. We develop and implement real world solutions that are practical and cost-effective to create value for our clients and enhance our communities and environment -1- CWE Certifications Office Locations Orange County 1561 E. Orangethorpe Avenue Suite 240 Fullerton, California 92831 San Diego 6640 Lusk Boulevard Suite A205B San Diego, California 92121 -2- Utah 925 E. 1040 S. Suite 101 Springville, Utah 84663 Certification Certifying Agency Federal 8(a) firm U.S. Small Business Administration State Minority and California Unified Certification Program (CUCP) Disadvantaged Business Enterprise MBE and DBE MBE California Public Utilities Commission CPUC Supplier Clearin house Small Business California Department of General Services Enterprise SBE • Local Community Business County of Los Angeles CBE Program Enterprise CBE Local Business City of Los Angeles Enterprise LBE MBE and DBE City of Los Angeles Emerging Business City of Los Angeles Office of Small and Disabled Veteran Business Enterprise (EBE) Enterprise Services SBE The Network, NETConnect, Metropolitan Water District of Southern California, City of San Diego, San Diego County Water Authority, Minority Business Development Agency, Los Angeles Unified School District, Port of Los Angeles, Port of Long Beach, Los Angeles Community College District Office Locations Orange County 1561 E. Orangethorpe Avenue Suite 240 Fullerton, California 92831 San Diego 6640 Lusk Boulevard Suite A205B San Diego, California 92121 -2- Utah 925 E. 1040 S. Suite 101 Springville, Utah 84663 Key Personnel The following Is an overview of our key personnel and their experience and knowledge In the various areas of civil engineering, water resources, stormwater management, environmental engineering, and construction support services. Complete resumes highlighting education, relevant experience, and licenses are readily available upon request. Vik Bapna, PE, CPSWQ, QSD/QSP Principal Vik Bapna Is a Principal of CWE with 24. years of experience In the planning, engineering, management, and construction of civil engineering projects. F' He has extensive experience developing preliminary designs and construction documents for Infrastructure and site development projects. Vik has managed over $100 million In large scale, multi -disciplinary projects for federal, state, and municipal agencies. He Is a registered Civil Engineer, a Certified Professional In Stormwater Quality (CPSWQ), and a Qualified Stormwater Pollution Prevention Plan (SWPPP) Developer and Practitioner (QSD/P). Vikks experience Includes working for the Los Angeles County Department of Public Works (LACDPW) and Flood Control District as a Senior Civil Engineer and Stormwater Manager for the Los Angeles River, San Gabriel River, and Los Angeles Harbor Watersheds for over 15 years. -3- Projects Bellflower Boulevard Rehabilitation from Oak Street to South Street m Santa Anita Avenue improvements from Fawcett Avenue to Durfee Avenue Burdett Avenue Street Rehabilitation and Storm Drain Design LADWP Owens Lake Dust Mitigation Program Phases 7(a), 9, and 11 ® City of Torrance Stormwater Basin and Treatment Wetlands Enhancement Design California Confidential Utility Provider Serrano Valley Hydrology and Hydraulic Analysis ® City of Los Angeles Garvanza Park Rainwater Capture and Use ® Tuxford Storm Drain Design and Street Improvements' City of Carson Reflections Park Design Persico Commercial Development Design Los Angeles River and Tributaries Metals TMDL Implementation Plan CWE offers our clients important benefits including... arvic6.s, : Jason Pereira, PE, CPSWQ, QSD/P, CGP-ToR Principal Jason Pereira Is a Principal of CWE with 21 years of professional experience in the planning, design, and project management of civil infrastructure and site development projects in the public and private sector. His experience includes includes preparing PS&Es for complex design projects, performing engineering plan reviews, grading and drainage design, and managing improvement projects for parks and other various public projects. In addition to his civil design experience, Jason has performed stormwater permit compliance duties and developed TMDL implementation strategies to reduce pollutant loads to water bodies and ensure Industrial and Municipal National Pollutant Discharge Elimination System (NPDES) Permit compliance. He Is a certified Construction General Permit Trainer of Record (CGP-ToR), and has developed and administered training courses to municipal clients throughout Southern California. Prior to joining CWE, Jason served as a Civil Engineer for the LACDPW and Flood Control District for 13 years. -4- b. h to ... .:. Ri aiolho- s to. leairin$ t while SF,t'o ... '..:ia�g .: : ;pr:Q perform!q,ga. �: 91ti; ` . `: `: ; mlanaciers broad. r nge : projects :. w�Gh diverse.. of:prpject. `: experiennce, . types fpr . services our clients:..:::. to rrJeet .a ;. Jason Pereira, PE, CPSWQ, QSD/P, CGP-ToR Principal Jason Pereira Is a Principal of CWE with 21 years of professional experience in the planning, design, and project management of civil infrastructure and site development projects in the public and private sector. His experience includes includes preparing PS&Es for complex design projects, performing engineering plan reviews, grading and drainage design, and managing improvement projects for parks and other various public projects. In addition to his civil design experience, Jason has performed stormwater permit compliance duties and developed TMDL implementation strategies to reduce pollutant loads to water bodies and ensure Industrial and Municipal National Pollutant Discharge Elimination System (NPDES) Permit compliance. He Is a certified Construction General Permit Trainer of Record (CGP-ToR), and has developed and administered training courses to municipal clients throughout Southern California. Prior to joining CWE, Jason served as a Civil Engineer for the LACDPW and Flood Control District for 13 years. -4- b. h to ... .:. Ri aiolho- s to. SF,t'o ... '..:ia�g .: : Vie �: 91ti; ` . `: `: ; :. Se0100".o '! ".0100"o'! projects :. .providing .:on.�ime services to rrJeet .a ;. !.n iimodiately: your<needs:: budget, . Projects • City of Burbank Johnny Carson Park Improvement and Stream Restoration . Peck Park Canyon Enhancement Proposition O Pre -Design and Design • Compton Creek Storm Drain Daylighting Feasibility Study and Preliminary Design • City of Santa Clarita Hydromodlflcation Analysis ® San Bernardino County Flood Control District On -tail Regulatory Assistance to the San Bernardino County NPDES Stdrmwater Program . County of Orange John Wayne Airport On -Call Environmental Engineering Services ■ Southern California Confidential Utility Provider Stormwater Permitting and Construction Inspections ■ Rio Hondo Community College District On -Call Civil Engineering Design ® Rio Hondo/San Gabriel River Water Quality Group Enhanced Watershed Management Program (EWMP) • City of Westlake Village Lindero Canyon Road Bridge Improvement . SDCRAA Stormwater Management William Young, PE Director of Engineering William Young has 34 years of experience In the management, design, and construction of -public works and land development projects. Recent responsibilities include project management, public presentations, and development of project staff. His experience In the field of civil engineering has covered a diverse range of projects throughout the State of California. The range of projects and tasks include channel and storm drain facilities design, erosion control, storm water permitting, master plans of drainage, floodplain studies, CLOMRJLOMR processing, commuter rail facilities, street and highway design, pavement rehabilitation, sewer and water design, pump station design, and stormwater detention facilities. His career experience includes three years of field surveying. Survey experience Includes field topography, boundary, construction staking, and as -built verification for roadway Improvements, utilities, and flood control projects. -5- Projects a City of Torrance North Well Field Phase II Design City of Irvine Assessment District Eastfoot Retarding Basin US Army Corps (USACE) of Engineers Los Angeles District Rio Salado Oeste Channel Restoration and Grade Control Structure City of Burbank Mariposa Storm Drain Port of Long Beach Pier B Rail Facility Infrastructure Program Lower Ortega Highway (La Pata) Widening ® City of San Diego Florida Canyon Drainage and Erosion Improvements ® County of Ventura Watershed Protection Dlstrict Santa Paula Creek Watershed Planning ® East Construction Authority Alameda Corridor Temple Avenue Train Diversion ® Amtrak Los Angeles Union Station Run Through Tracks Project Study Report © Victor Valley Wastewater Reclamation Authority Satellite Plant Design ® City of Glendora Sewer Master Plan Update Gerald Greene, DEnv, PE, QEP, QSD/P Director of5formnvat er Dr, Gerald Greene is CWE's Stormwater Director and has 28 years of diverse experience performing and coordinating rAcomplex stormwater management services. Gerry has comprehensive experience leading Municipal NPDES Permit and Industrial Waste program compliance efforts to meet California Regional Water Quality Control Board (RWQCB) requirements. He has provided legal council on the review and comment of Federal and State water quality laws, policies, and permits for Municipal Separate Storm Sewer System (MS4) discharges and receiving water beneficial uses. In addition to broad stormwater experience, Gerry has a wide range of civil engineering design experience including retention/detention cisterns, drainage systems, parking lot reconstruction, roadways, and runoff treatment facilities. He has prepared grant applications that have been submitted to and approved by various boards and committees. Prior to joining CWE, Gerry worked for 10 years as a Principal Civil Engineer and Stormwater Manager for the City of Downey. Projects ® Congressman Steve Horn Way Low Impact Development Street Design • Mojave River Watershed Group (MRWG) On -Call Stormwater Management Program Implementation and Regulatory Assistance • Los Angeles River Upper Reach 2 Watershed Management Program (WMP) and Coordinated Integrated Monitoring Program (CIMP) ® City of Downey Municipal NPDES Permit Annual Report Preparation, Program Education and Outreach, and Staff Training Assistance City of Carson Pesticides and Polychlorinated Blphenyls (PCBs) TMDL Monitoring and Reporting Plan (MRP) and Quality Assurance Project Plan (QAPP) Los Angeles Conservation Corps Compton Creek Natural Park at Washington Elementary © Temescal Canyon Stormwater Best Management Practice (BMP) and Penmar Water Quality Improvement Projects Pre -Design Phase H �+ City of Carson Trash Reduction Grant Application Assistance Ben Willardson, PhD, PE, QSD/P Director of Water Resources Dr. Ben Wlllardson Is CWE's Water Resources Director. He has 17 years of experience complling and analyzing data for flood control infrastructure for special studies related to hydrology, hydraulics, and sediment transport and developing BMP sizing criteria on a region -wide basis. Ben has also managed the operation of 14 dams and 27 spreading grounds for flood control and water conservation within the complex flood control system serving Los Angeles County. Ben also represented the Interests of the County during discussions with the Los Angeles Regional Water Quality Control Board and US Environmental Protection Agency (USEPA) regarding discharge of water from Superfund sites into the flood control system. Ben has acted as an expert witness for litigation related to flooding and has also conducted asset assessment for asset management programs related to flood control channels and road pavements. Projects Port of Long Beach Port -Wide Capital Improvement Stormwater Master Plan Caltrans District 7 North Fork Matilija Creek Geomorphology, Fish Passage, and Engineering ® Los Angeles County Department of Parks and Recreation Don Wallace Multiuse Trall Connector ® Pacoima Dam Spillway Analysis ® Arroyo Seco Hydrology and Hydraulics Study City of Agoura Hills Water Quality Master Plan ® City of Los Angeles Bureau of Engineering Potrero Canyon Design Services Los Angeles County TMDL Design Storm Analysis ® City of Los Angeles Bureau of Sanitation TMDL Specialized and Expert Services ® Los Angeles County Burn Policy Methodology for the Santa Clara River Watershed Pilot Project City of Ontario Mill Creek Wetlands Feasibility Analysis and Design Peer Review Los Angeles County Flood Control District Eaton Dam Spillway Hydraulic Analysis -7- M Service Areas and Projects CWE provides a full complement of consulting, engineering, and environmental services. our diverse staff is extensively experienced In areas Including civil engineering, stormwater and watershed management, land planning, water resources, environmental, and construction support. Project experience highlights are included on the following pages, and detalled project descriptions are available upon request. CWE71 Projects Bellflower Boulevard Rehabilitation from Oak Street to South Street City of Torrance North Well Field Phase II Design Burnett Avenue Street Rehabilitation and Storm Drain Design ti. LADWP Owens Lake Dust Mitigation Program Phases 7a, 9, and 10 Watershed Conservation Authority Azusa Wilderness Park Structural Improvements and Stream Restoration City of Los Angeles Garvanza Park Rainwater Capture and Use (pictured above) Lean Arch, Inc. Smart and Final Civil Engineering Design Rio Hondo Community College District On -Call Civil Engineering Design r Persico Commercial Redevelopment t F USACE Fairfield ARC Stormwater Control Plan Los Angeles County General Hospital Design-Bulid Wellness Center r� Projects ♦ California Confidential Utility Provider Serrano Valley Transmission Towers Hydrology and Hydraulics Study Caltrans District 7 Matillja Creek Geomorphology, Fish Passage Analysis, and Civil Engineering Design (pictured above) City of Torrance Stormwater Basin and Treatment Wetlands 00 Enhancement Design (CASQA Award -Winning) -Caltrans District 7 Solstice Creek Channel Stability and Rock Slope Protection Analysis City of Los Angeles Bureau of Engineering Potrero Canyon Design Services Port of Long Beach Port -Wide Capital Improvement Stormwater t Master Plan City of Ontario Mill Creek Wetlands Analysis and Design Peer Review Los Angeles County Flood Control District Eaton Dam Spillway Hydraulic Analysis Los Angeles County Department of Parks and Recreation Don Wallace Multiuse Trail Connector Hydrology and Hydraulic Analysis -10- CWE Projects Caltrans District 7 Corridor Stormwater Management Study and Water Quality Volume Hydrology r Los Angeles Department of Water and Power Stormwater Capture Master Plan San Bernardino County Flood Control District On -Call Regulatory �. Assistance to the San Bernardino County NPDES Municipal Stormwater Permit v 0 Machado Lake Nutrient TMDL Source Identification Study, Monitoring and Reporting Plan, and Implementation Plan Marina del Rey Harbor Bacteria, To)acs, and Multi Pollutant TMDL Implementation Plan Los Angeles River and Tributaries Metals TMDL Implementation Plan Rio Hondo/San Gabriel River Water Quality Group EWMP Los Angeles River Upper Reach 2 WMP and CIMP San Diego Community College District Stormwater Design and Management Services City of Santa Clarita Stormwater Management Implementation Assistance. -11- Projects Caltrans District 7 Groundwater Monitoring for I-105 and I-10 John Wayne Airport On -Call Environmental Engineering Services City of Glendora NPDES, Water Quality Administration, and FOG Control Program ti Orange County Sheriff -Coroner Department SPCC Plans (pictured above) - -0 Callfornia Correctional. Institution Tehachapi SPCC Update Confidential Aerospace Fortune 50 Manufacturer Environmental Compliance Program City of Glendora Sewer Master Plan Update Southern California Confidential Utility Provider Phase I and II Environmental Site Assessments f Weldmac Manufacturing Company Industrial SWPPP / General Industrial Activities Stormwater Permlt Compliance Assistance for Larry Pricker Company, Inc. McLane Southern Callfornla Distribution Center Environmental Services -12- Projects Los Angeles County Department of Public Works As -Needed Construction Related Services Dominguez Channel Greenway Phase I and 2 Quallfled SWPPP Practitioner (QSP) Services (pictured above) -. Termino Avenue Storm Drain Cofferdam and Diversion Plan City of Los Angeles Garvanza Park Rainwater Capture and Use 10 Construction Administration (CASQA Award Winning) Southern California Confidential Utility Provider Stormwater PPermitting and Construction Inspections r City of Torrance Stormwater Basin and Treatment Wetlands Enhancement Design and Construction Management Coachella Valley Fugitive Dust Control Los Angeles Conservation Corps Compton Creek Natural Park at Washington Elementary Construction Management City of Torrance Machado Lake Trash Screen Catch Basin Construction Administration City of Los Angeles Rainwater Harvesting Pilot Program and Downspout Disconnection Design -Build -13- EXHIBIT B INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of the Work, Consultant will maintain insurance in conformance with the requirements set forth below. Consultant will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Consultant agrees to amend, supplement or endorse the existing coverage to do so. Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this agreement and which is applicable to a given- loss, will be ............................................. ........ .... ................ .... . ... available to City :.......................... Consultant shall provide the following types and amounts of insurance: Commercial General Liability Insurance using Insurance Services Office "Commercial General Liability" policy form CG 00 01 or the exact equivalent. Defense costs must be. paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits are subject to review but in no event less than $1,000,000 per occurrence. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less that $1,000,000 per accident. If Consultant owns no vehicles, this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described above. If Consultant or Consultant's employees will use personal autos in any way on this project, Consultant shall provide evidence of personal auto liability coverage for each such person. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Any such coverage provided under an umbrella liability policy shall include a drop down provision providing primary coverage above a maximum $25,000 self- insured retention for liability not covered by primary but covered by the umbrella. Coverage shall be provided on a "pay on behalf' basis, with defense costs payable in addition to policy limits. Policy shall contain a provision obligating insurer at the time insured's liability is determined, not requiring actual payment by the insured first. There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to City for injury to employees of Consultant, subconsultants or others involved .in the Work. The scope of coverage provided is subject to approval of City following receipt of proof of insurance as required herein. Limits are subject to review.but in no event less -than $1 Million per occurrence. Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or As omissions of the consultant and "Covered Professional Services" as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this agreement. insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the state of California and with an A.M. Bests rating of A- or better and a minimum financial size VII. General conditions pertaining to provision of insurance coverage by Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant: 1. Consultant agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Consultant also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant's employees, or agents, from waiving the.right of subrogation prior to a loss. Consultant -agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Contractor and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance.coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Consultant shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City's protection without City's prior written consent. 7. Proof of compliance with. these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured lM endorsement to Consultant's general liability policy, shall be delivered to City at or prior to the execution of this Agreement.. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at City option. 8. 'Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of coverage. Consultant agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the certificate. 9: It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, noncontributing basis in relation to any other insurance or self insurance available to City. 10. Consultant agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 11. Consultant agrees not to self -insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self -insure its obligations to City. If Consultant's existing coverage includes a deductible or self-insured retention, the deductible or self-insured retention must be declared to the City. At that time the City shall review options with the Consultant, which may include reduction or elimination of the deductible or selfinsured retention, substitution of other coverage, or other solutions. 12. The City reserves the right at any time during the term of the contract to change the amounts and types of, insurance required by giving the Consultant ninety (90) days advance written notice of such change. if such change results in substantial additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to City. 13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 14. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder.in this or any other regard. 15. Consultant will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 16. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five days of the expiration of the coverages. 17. The provisions of any workers' compensation or similar act will not limit the obligations of Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. 18. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all- inclusive. 19. These insurance requirements are intended to be separate -and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. 20. The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 21. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Consultant for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. 7 f!WFnnnn.nl n-AfNE CERTIFICATE OF LIABILITY INSURANCE DATE 12r14r2o1s 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(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an andorsement. A statement on this certificate does not confer rights to the Certificate holder trr ilau of such endorsement(s). PRODUCER License # 0767776 HUB International Insurance Services Inc. 6 Centerpolote Drive #360 La Palma, CA 9087.3 CME'; cT P cNE I (714) 739.3177 No). T14 739-3188 E ADDRESS: INSURER(3) AFFORDING COVERAGE NATO# IN3URSRA:Crurrt&Forster Specialty InsuranceCompany 44520 INSURED CWE 1564 E. Orangethorpe Avenue Suite 240 Fullerton, CA 92831 INSURER s: Hartford Accident and Indemnity Company 22357 I RER®,Fireman's Fund Insurance Company 21873 INSURER D r INSURERE: INSURERF: wia�2swr��e renr,e,nw.Te w,weoeo. ear•v,w,rnu wn,enw m - THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATE?. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE 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, B ISR TYPE OF INSURANCE APO U15R WVD POLICY NUMBER M01 EFF POLIY EXP MMIDU LIMn•S A X COMMERCIAL GENERAL LIABILITY CLAIMS-MADE W OCCUR EPK 110780 12!48/2015 12(00016 EACH OCCURRENCE $ 2,000,00 IENTEU- PREMISES Ea owunen g 100 00 MED EXP (Any one Person) $ 10,000 PERSONAL &ADV INJURY $ 2,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: X POLICY El jnc El LOC OTHER GENERALAGGREGATE 8 4,000,000 PRODUCTS -COMPIOPAGG $ 4,000,000 13 AUTOMOBILE LIABILITY- X ANYAUTo ALL OWNED SCHEDULED X HIRED AUTOS X AUTO WNED 72UECZN6302 12108/2016 121001`2011) EMS"EOSINGLE LIMIT $ 11000,000 ccident BODILY INJURY(Perpereon) $ BODILY INJURY (Pdrao WWW) $ efaoo D $ S UMBRELLA LIAR EXCESS LIAR OCOUR CLAIMS4VIADE EACH OCCURRENCE $ AGGREGATE $ DED I I RETENTION $ S C WORKP.RSCOMFENBATTON AND EMPLOYERS LIABILITY ANY PROPRIETORIPARTNERIsxEcunVE YIN OFFICERIMEMBER EXCLUDED? (ManddWInNH) U ee deecribe under DE RIPTION OF OPERATIONS below NIA WZC81030004 12101/2016 12/01/2010 X I TA E.LEACHACCIDENT $ 11000,00 E.LDISEASE -EAEMPLDYE $ 1,000,00 1 004 QO E.L. DISEASE -POLICY LIMIT S , , A A Professional Llab Claims -Made EPK-410780 EPK-110780 12MO12015 12/0812015 1210812016 12/0812018 Each Occurrence 2,000,00 Aggregate 4,000.00 DESCRIPTION OF OPERATIONSILOCA71ONS/VEHICLES(ACORDIM,Addl(londRwnnftScbedule,mayl*WachedlrmomspaoelarKuW) City of Rosemead Is additional Insured as respects General Liability perendorawnent #EN0320-0211. Genera Liability Is primary and non -Contributory per andorsement NEN0118-0211. General Liability waiver of subrogation applies per endorsement IREN0108.0211. Workers Compensation walver of subrogation appiles per endorsement 6=040WS. City of Rosemead Department of public Works 8838 E. Valley Blvd. Rosemead, CA 91770 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRE®ENTATIVE 01968-x014 ACORD CORPORATION. All rights reserved. ACORD 26 (2014!01) The ACORD name and logo ars registered marks of ACORD ester pa -rt Of the FORM grpup THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART CONTRACTORS POLLUTION LIABILITY COVERAGE PART ERRORS AND OMISSIONS LIABILITY COVERAGE PART THIRD PARTY POLLUTION LIABILITY COVERAGE PART SCHEDULE Name of Additional Insured Persons or Or anization s Where Required by Written Contract A. SECTION III — WHO 15 AN INSURED within the Common Provisions is amended to include as an additional insured the person(s) or organizations) indicated in the Schedule shown above, but solely with respect to "claims" caused In whole or In part, by "your work° for that person or organization performed by you, or. by those acting on your behalf. This' Insurance shall be primary and non-contributory, but only In the event of a named Insured's sole negligence. B. We waive any right of recovery we may have against the person(s) or organization(s) indicated In the Schedule shown above because of payments we make for "damages" arising out of `your worle' performed under a designated project or contract with that person(s) or organization(s). C. This -Endorsement does not reinstate or increase the Limits of Insurance applicable to any "claim" to which the coverage afforded by this Endorsement applies. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. IENe918.021 t page 1 of 1 crunw- THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE A. Section ill Who Is An Insured within the Common Provisions is amended to include as an 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 whole 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 EN0320-0211 Page 1 of 1 C rse tr, W.00!UrLho group THIS ENDORSEMENT CHANGES THE I'OUCY, PLEASE READ IT CAREFULLY. This endorsement modifies Insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART CONTRACTORS POLLUTION LIABILITY COVERAGE PART ERRORS AND OMISSIONS LIABILITY COVERAGE PART THIRD PARTY POLLUTION LIABILITY COVERAGE PART ONSFTE CLEANUP COVERAGE PART Where .SCHEDULE if not shown SECTION Vi — COMMON CONDITIONS, Item 97. Transfer Of Rights of Recovery Against Others To Us within the Common Provisions is amended by the addition of the following: Solely as respects the person(s) or organizations) Indicated In the Schedule shown above, we waive any right of recovery we may have against the person(s) or organizations) indicated in the Schedule shown above because of payments we male: for "damages" arising. out of your ongoing operations or."your world' performed under a written contract with that person(a) or organization(s) and Included in the "products - completed operations hazanf. However ,this waiver shall not apply to "damages" resulting from the sole negligence of the person(s) or organization(s) indicated in the Schedule shown above. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. EN0110"219 Page 1 of 1 Workers' Compensaflon and Employers' Liability Insurance Policy Waiver of Our Right to Recover From Others Endorsement - CuRfornia WC 04 03 06 Yf tlhe following lnforMflkoa Is not complete, refer to the appropriatetichedole attached to the paey. I wuftd Califgrnia Waterolaed .Engineering Corporation Producer Hub International. Schedule persosi or Organization Policy Number WZC81030004 Eli wive Late 12/01/2015 Job Desedpdou BLANKET WAIVER ANY PERSON(S) OR ORGANIZATION(S) WHOM THE INSURED AGREES, IN A WRITTEN CONTRACT Add(dmalFrendma % We have the right to recover our paymerns fi one liable for an 4ury covered by this pokey. We will not enforce out right against this pmon or organization named in the Schedule. {This agmemaat applies only to tho womt that you poefurm. VVwk under a w bad embaet that mpirea In to obtain this agoeament from us.) You moat msinitn paywil records ammtely scgn�- gating tho ra marsdon of your employeas whims en- gaged in the work described in ft Seh4dnla, 1ho add d m d pm nh m, fbr this eadeasemed shall be tee pemembyM as shaven in the Saheduk applicable to Ms endorsement; of the CdMgnia workers' comp m. ndon premium othe mse due an soap numnetadon. T* Pwm must bo dwJwd W C hmmu Fadausemad wham issued atlor fhe pt,&T is writtpa, One of 60 Mft=kt*eFUnd 9imaewaceC=pw1w ae mimed in the poUoy =040000444 Pmsid><nt Attachment B 2020-2021 Professional Services Agreement 5 E AO 0059 p � 9 � l G S ORATEO 10� PROFESSIONAL SERVICES AGREEMENT 2020-2021 MS4 NPDES PERMIT SERVICES (CWE CORPORATION) 1. PARTIES AND DATE. This Agreement is made and entered into this this -ft Day of 20.p_(Effective Date) by and between the City of Rosemead, a municipal ort nization. organized under the laws of the State of California with its principal place of business at 8838 E. Valley Blvd., Rosemead, California 91770 ("City") and CWE a Corporation, with its principal place of business at 1561 E. Orangethorpe Avenue, Suite 240, Fullerton California 92831 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties." 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing MS4 NPDES Permit services to public clients, is licensed in the State of California and is familiar with the plans of City. 2.2 Project. City desires to engage Consultant to render such ongoing professional 2020-2021 MS4 NPDES Permit Services ("Services") as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional compliance and support services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated CWE CORPORATION Page 2 of 17 herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be for a period of 18 month that begins on July 1, 2020 through December 31,2021, at the sole and absolute discretion of the City, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement and shall meet any other established schedules and deadlines. 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services: Consultant shall perform the Services expeditiously, within the term of this Agreement. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements: All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel: Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any CWE CORPORATION Page 3 of 17 personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. 3.2.5 City's Representative: The City hereby designates the City Manager, or his or her designee, to act as its representative for the performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for all purposes under this Agreement. Consultant shall not accept direction or orders from any person other than the City's Representative or his or her designee. 3.2.6 Consultant's Representative: Consultant hereby designates Gerald Greene, or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her professional skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services: Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees: Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant represents that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. 3.2.9 Laws and Regulations: Consultant shall keep itself fully informed of and in compliance with applicable local state and federal laws, rules and CWE CORPORATION Page 4 of 17 regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any liability to the extent found to be arising out of any failure to comply with such laws, rules or regulations. 3.2.10 Insurance: Consultant shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit B attached to and part of this agreement. 3.2.11 Safety: Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of its employees appropriate to the nature of the work and the conditions under which. the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 Fees and Payments. 3.3.1 Compensation: Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement and shall not exceed Eighty -Nine Thousand Nine Hundred Forty -Seven Dollars ($89,947.00) and in accordance with consultant's proposal dated June 4, 2020. Consultant's proposal is hereby incorporated and found in Exhibit "A". Extra Work may be authorized in writing, as described below, and will be compensated at the rates and manner set'forth in this Agreement. 3.3.2 Payment of Compensation: Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, CWE CORPORATION Page 5 of 17 within 30 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses: Consultant shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work: At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.3.5 Prevailing Wages: Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or. more, Consultant agrees to fully comply with such Prevailing Wage Laws to the extent they are applicable to Consultant. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft; classification or type of worker needed to execute the Services available to interested parties upon request and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection: Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. CWE CORPORATION Page 6 of 17 3.5.1.1 Grounds for Termination: City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination: If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents/ Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services: In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices: All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: CONSULTANT: CWE Corporation 1561 E. Orangethorpe Avenue, Suite 240 Fullerton, California 92831 Attn: Gerald Greene Tel: (714) 526-7500 CITY: City of Rosemead 8838 Valley Boulevard Rosemead, CA 91770 Attn: Chris Daste, Director of Public Works Tel: (626) 569-2151 Such notice shall be deemed made when personally delivered or when mailed, forty- eight (48) hours by certified mail or deposit in the U.S. Mail, first-class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. CWE CORPORATION Page 7of17 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual Property: This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. The Documents & Data are intended for use solely with respect to the project for which they were prepared. Any reuse or modification by City shall be at City's sole risk. 3.5.3.2 Confidentiality: All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts: The Parties shall fully cooperate with one another and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees: If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all costs of such action as part of prevailing party's total damages as determined by court of competent jurisdiction or as agreed upon by the parties in settlement. CWE CORPORATION Page 8 of 17 3.5.6 Indemnity and Defense. a. Indemnity and Defense To the fullest extent permitted by law, Consultant shall indemnify and hold harmless Agency and any and all of its officials, employees and agents ("Indemnified Parties") from and against any and all losses, liabilities, damages, costs and expenses, including legal counsel's fees and costs, to the extent caused by the negligent or wrongful act, error or omission of Consultant, its officers, agents, employees or subconsultants (or any agency or individual that Consultant shall bear the legal liability thereof) in the performance of services under this agreement. Consultant's duty to indemnify and hold harmless Agency shall not extend to the Agency's sole or active negligence. b. Duty to Defend In the event the Agency, its officers, employees, agents and/or volunteers are made a party to any action, lawsuit, or other adversarial proceeding arising from the performance of the services encompassed by this agreement, and upon demand by Agency, Consultant shall defend the Agency at Consultant's cost or at Agency's option, to reimburse Agency for its costs of defense, including reasonable attorney's fees and costs incurred in the defense of such matters to the extent the matters arise from, relate to or are caused by Consultant's negligent acts, errors or omissions. Payment by Agency is not a condition precedent to enforcement of this provision. In the event of any dispute between Consultant and Agency, as to whether liability arises from the sole or active negligence of the Agency or its officers, employees, or agents, Consultant will be obligated to pay for Agency's defense until such time as a final judgment has been entered adjudicating the Agency as solely or actively negligent. In no event shall the cost to defend charged to the design professional exceed the design professional's proportionate percentage of fault. 3.5.7 Entire Agreement: This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.5.8 Governing Law: This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County, 3.5.9 Time of Essence: Time is of the essence for each and every provision of this Agreement. 3.5.10 City's Right to Employ Other Consultants: City reserves right to employ other consultants in connection with this Project. 3.5.11 Successors and Assigns: This Agreement shall be binding on the successors and assigns of the parties. CWE CORPORATION Page 9 of 17 3.5.12 Assignment or Transfer: Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.13 Construction; References; Captions: Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe, the scope, content, or intent of this Agreement. 3.5.14 Amendment; Modification: No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 Waiver: No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.16 No Third Party Beneficiaries: There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 Invalidity; Severability: If any ' portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.18 Prohibited Interests: Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City's Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the CWE CORPORATION Page 10 of 17 term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.19 Equal Opportunity Employment: Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification: By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.21 Authority to Enter Agreement: Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 Counterparts: This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required: Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. [Signatures on next Page] CWE CORPORATION Page 11 of 17 CITY OF ROSEMEAD CWE CORPORATION 2�J7� By: (3 oda Moll da, City Manager Date Name: �a iV- ;3 Attest: fd�L 1,171 Tide: c-E71D Erie Hanan ez, City Clerk Dat [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONTRACTOR REQUIRED] Approved as to Form: -IIlium Name; Rachel Richman Date City Attorney Title: cGr�Jr�y NO CAE)9PoR4�-rs -5L� CWE CORPORATION Page 12 of 17 EXHIBIT A SCOPE OF SERVICES/ RATE SCHEDULE June 4, 2020 EMAIL Mr. Chris Dash Director of Public Works City of Rosemead 8888 5ast Valley Boulevard Rosemead, CA 91770 OWE x.681 E. ORANQETHORPE AVENUE SUITE 240 FULLERTON, CA 82831x5202 (71.4)626-1500 PHONE (714) 826-7004 FAX www.oweaorp.aom Proposal to provide MS4 NPDES Permit Services to the City of Rosemead Dear Mr. Daste, CWE Is pleased to submit this proposal to continue providing the City with Phase I Municipal Separate Storm Sewer System (MS4) National Pollutant Discharge Elimination System (NPDES) Permit services. Understanding Since 1990, the State of California Regional Water Quality Control Board, Los Angeles Region (LARWQCB) has issued progressively more challenging MS4 NPDES Permits to Los Angeles and Ventura County municipalities, Including the City of Rosemead (City). The adoption of each permit has led to differing contentious Interpretations of federal, state, and local law, regulatory appeals, and frequent litigation. The current permit Is the subject of a State Water Resources Control Board (SWRCS) draft "Own -Motion" Order that would Introduce further costly requirements, a Commission on State Mandates Unfunded Mandate Test Claim that would refund permit Implementation costs or partially preclude Permittee directed enforcement, and a Superior Court decision rescinding permit Numeric Effluent Limitations (NELs), which has been appealed by the State and Regional Water Boards to Division Three, of the Fourth Appellate District, of the State of California Court of Appeal. While the current MS4 permit expired on December 28, 2017, discharges continue to be regulated under Its requirements, until adoption of a replacement fifth term Permit by the LARWQCB, anticipated to potentially become effective July 1, 2021, The repeatedly amended 2012 MS4 Permit encouraged Permittees to form Watershed Management Program (WMP), or Enhanced WMP (EWMP), groups to develop implementation plans to achieve regional Water Quality Objectives (WgOs). The City joined the Upper Los Angeles River (ULAR) EWMP Group, led by the City of Los Angeles, which Includes fifteen other cities, the Los Angeles County Department of Public Works (LACDPW), and Los Angeles County Flood Control District (LACPCD). The LARWQCB approved, April 20, 2016, ULAR EWMP Implementatlon .plan estimated twenty-year Qty compliance project costs of $110 million, while the 2018 passage of Measure W, the Safe Clean Water Program, estimated annual transfers of less than $580,000, assuming City Agreement adaption later this summer. Creating a Better Tomorrow, Today"m Mr. Chris Daste June 4, 2020 Page 2 On August 29, 2018, the City entered Into a ten-month Stormwater Management Services Professional Service Agreement (PSA) with CWE; however, City Public Works management changes delayed Notice To Proceed (NTP) issuance, "Kick Off" meeting scheduling, and the Initiation of some, City -dependent, tasks. On April 4, 2019, the LARWQC13 Issued the City a Los Angeles River Trash Total Maximum Daily Load (LAR TTMDL) Notice of Violation (NoV) and, by June 16, 2019, City Council and Staff Management directed CWE to reprioritize original PSA contract budget, from ongoing lower priority tasks, to NOV Investigation and response development. The only remaining tasks, within the prior PSA, are one (1) staff training, deferred by CoVID-19 limitations, and a Regional Best Management Practice (BMP) Study, deferred while City Management considered MS4 Permit and EWMP Implementations strategy revision. Scope of Work Following receipt of the City NTP, CWE proposes to provide the following MS4 Permit Compliance Services through June 30, 2021, with annual reporting services to be provided through December 31, 2021, Task 1— Remote Meetings The ULAR EWMP Group and Its Bacteria Load Reduction Strategy (LRS) Technical Subcommittee, which directly Impacts the qty, convenes monthly; the Los Angeles Permit Group (LAPG) meets during alternating months; and we anticipate the need to attend up to six (6) City Council, City Staff, Safe Clean Water Program (SCWP), or LARWQCB Permit adoption meetings. Meeting participation allows CWE to identify cost-effective draft fifth term MS4 Permit, ULAR EWMP and LIMP .Group implementation strategies for City Management concurrence. We recommend budgeting for twenty-four (24) three-hour remote meetings and follow up activities prior to June 30, 2021, Task 2 — Safe Clean Water Program Assistance Following voter passage of Los Angeles County Measure W, the SCWP, In November 2018, the County Board of Supervisors (SOS) authorized release of a Local Transfer Agreement which, assuming City Council adoption this summer, should annually return over $500,000.00 In Impervious area based property assessment fees to the City. Proposed expenditures of SCWP monies must meet required Implementation and accounting criteria then be reported back to the Los Angeles County BOS. CWE will assist the City Public Works and Finance Departments In budgeting these funds and developing the required documentation. Based on the directions of City management, local priorities, and evolving opportunities, CWE will also prepare one Regional BMP project application packet, following criteria Identified by the Rio Hondo Watershed Area Steering Committee (WASC). Task 3 — City Staff and Contractor Training The current MS4 Permit identlfies four categories of mandatory annual staff and contractor training, which we condense Into Planning/Constructlon and Illicit Connection/Ilficit Discharge (IC/ID) training sessions to reduce costs. These two-hour presentations will be scheduled, in consultation with Field Supervisorial personnel, elther at the beginning or end of a shift;, for staffing efflclency. Presentation are made by CWE Senior Management, experienced with private and public agency cases, using an engaging, locally relevant, Microsoft Office Power Pointe presentation made to between five and twenty city staff at a city facility with adequate equipment, The presentation begins with regulatory rationale and requirements, before moving on to illustrative case studies. Six slide per page handouts are distributed for those wishing to take notes or write down questions, along with a participation sign in sheet to Include with the annual report. City staff and contractors are encouraged to ask questions, resulting In an Informative training session that maintains participant staff Interest. Mr. Chrls Dastd June 4, 2020 Page 3 Task 4 — Public Information and Participation Program (PIPP) Remotely attend permit required quarterly County, Watershed, or WMP PIPP remote meetings. Prepare up to six (6) residential or primary education stormwater pollution source control informational pamphlets, web page, or similarly mutually agreeably, concept work products, suitable for City duplication and distribution or webmaster posting. Task 5 — Redevelopment Planning, Construction and Post-Constructlon Inspection Services CWE is advised that the City has retained other firms to provide generic municipal planning, building, and construction Inspection services; however CWE will provide supplemental M54 Permit specific Low Impact Development (LID) plan checks, Construction Site Erosion Control and Post -Construction General Permit (CGP) Best Management Practices (BMPs) Inspection Services, under the direction of state certified CWE Qualified Storm Water Pollution Prevention Plan (SWPPP) Developer or Practitioner (QSD/P), Up to four hours per month, or forty eight hours by June 30, 2021, would be dedicated to supporting other contract staff in the subject tasks; with plan review taking precedent over Inspections, municipal construction site storm Inspections taking precedent over those of private construction sites, and post -construction or CGP BMP Implementation and maintenance Inspections having the lowest priority. Task 6 — Public Facility and Retrofit Opportunity Inventory CWE wlll prepare the MS4 Permit Part VI.9.c required electronic Inventory of City Facility sites, Including Part VI.9.d required Identification and evaluation of concept level LID and BMP retrofit implementation opportunities. Task 7 — Illicit Connection/Illicit Discharge Investigation and Pollution Source Control Understanding that primary enforcement responsibilities remain with City Code Enforcement Officers and Construction Inspectors, CWE we provide up to twenty hours of remote or onsite MS4 Permit required Illicit Connection/Illicit Discharge (IC/ID) Investigation and Pollution Source Control support services. This task emphasizes public education and outreach, over enforcement, and may extend to Include the eonceptualizatlon of BMP Implementation concepts to correct existing and prevent future discharges. Task 8 — Prepare 2020 and 2021 Individual Annual Reports CWE will timely draft, in Microsoft Word® format, the Clty Individual Annual Report, based on past submittals, Implementation data, transmittals, and the City website. This draft will highlight where additional City staff input on budgeting, planning, enforcement, and building safety tasks are needed. Based on City staff input, the draft will be timely submitted to the ULAR EWMP Group Coordinator, currently Dawn Petschauer of the City of Los Angeles, utilizing the Los Angeles County Watershed Reporting, Adaptive Management, and Planning System (WRAMPS) process. Following assemblage, the first draft will be reviewed by CWE for missing data or verbiage that could be adversely misconstrued, a flnal draft provided to the City for review, and the Unifled Report converted by others Into a Portable Document Format (PDF) file, for the LARWQCB submission by December IP, with a copy provided to the City for recordation. Limitations and Assumptions CWE proposes an eighteen -month Professional Services Agreement (PSA) term, to coincide with the MS4 Permit July 1a to June 30s' implementation period, followed by compliance reporting through December of the trailing year, CWE has utilized the following proposal assumptions to reduce our risks and your budget commitments during this Fluid period between various draft Permit and EWMP Plan versions: Mr. Chris DastA— June 4, 2020 Page 4 1. Since the contents of the draft and final fifth term MS4 Permit are subject to revision and subject to revision by SWRCB Own Motion Order, the City should anticipate the need for PSA revision to analyze the permit contents and devise cost-effective Implementation strategies, 2. Confined space entry of MS4 facilities Is unnecessary and outside of our Scope of Work, 3. Based on the Non-Stormwater Outfall Discharge Prloritization results, no additional surveys, water quality monitoring, or source control studies are proposed. 4. CWE understands that others Intend to Implement the LAR TfMDL, through the Installation of Full Capture System (FCS) compliant Connector Pipe Screens, and our responsibility for further Implementation of the July 31, 2019, LARWQCB NOV Compliance Plan is complete. 5. City will directly provide any necessary Spill Response and Traffic Control services. 6. Any City Encroachment Permits will be Issued as no fee Permits. Fee The following table Identifies the level of effort that CWE associates with each of the identified tasks. 1 N— - Remote MS4 Permit and SCWP Meetings $13,800 2 Safe Clean Water Program Assistance $12,948 3 MS4 Permit Required City Staff and Contractor Training $10,341 4 Public Informatlon and Participation Program (PIPP) $11,200 5 Redevelopment Planning and Construction Inspections $7,753 6 Develop Public Facility and Retrofit Opportunity Inventory $8,804 7 Illicit Connection/Illicit Discharge (IC/ID) Investigations $3,902 8 Prepare and Submit Individual Annual Compliance Reports $21,199 Total Fee $89,947 Most 2012 MS4 Permit tasks will be completed by June 30, 2021, with reporting tasks completed by December 31, 2021. This work would be completed on a Tlme and Materials, Not to Exceed cost basis of $89,947.00. This proposal Is valid for ninety (90) days, from the letter date, If any questions arise, please reach out to me at (714) 526-7500 Ext, 207 or ggree.i2e@cw—ecoru.com. Respectfully submitted, CWE �L Gerald Greene, DEnv, PE, QEP, QSD/P Director, Stormwater CWE CORPORATION Page 13 of 17 EXHIBIT B INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of the Work, Consultant will maintain insurance in conformance with the requirements set forth below. Consultant will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Consultant agrees to amend, supplement or endorse the existing coverage to do so. Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to City. Consultant shall provide the following types and amounts of insurance: Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less that $1,000,000 per accident. If Consultant owns no vehicles, this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described above. If Consultant or Consultant's employees will use personal autos in any way on this project, Consultant shall provide evidence of personal auto liability coverage for each such person. Workers Compensation on a state -approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident or disease. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Any such coverage provided under an umbrella liability policy shall include a drop down provision providing primary coverage above a maximum $25,000 self-insured retention for liability not covered by primary but covered by the umbrella. Coverage shall be provided on a "pay on behalf basis, with defense costs payable in addition to policy limits. Policy shall contain a provision obligating insurer at the time insured's liability is determined, not requiring actual payment by the insured first. There shall be no cross - liability exclusion precluding coverage for claims or suits by one insured against another. CWE CORPORATION Page 14 of 17 Coverage shall be applicable to City for injury to employees of Consultant, subconsultants or others involved in the Work. The scope of coverage provided is subject to approval of City following receipt of proof of insurance as required herein. Limits are subject to review but in no event less than $1 Million per occurrence. Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the consultant and "Covered Professional Services" as designated in the policy must include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of the insured and must include a provision establishing the insurer's duty to defend the Named Insured. The policy retroactive date shall be on or before the effective date of this agreement. Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the state of California and with an A.M. Bests rating of A- or better and a minimum financial size VII. General conditions pertaining to provision of insurance coverage by Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant: 1. Consultant agrees to have its insurer endorse the third -party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010 (or otherwise consistent with the insurer's endorsement). Consultant also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Contractor and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. CWE CORPORATION Page 15 of 17 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Consultant shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City's protection without City's prior written consent. 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant's general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at City option. 8. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of coverage. A ten (10) day notice to City shall apply to nonpayment of premiums. Consultant agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the certificate. 9. It is acknowledged by the parties of this agreement that all insurance coverage (except Professional Liability and Workers' Compensation) required to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, noncontributing basis in relation to any other insurance or self-insurance available to City. 10. Consultant agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that CWE CORPORATION Page 16 of 17 upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 11. Consultant agrees not to self -insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self -insure its obligations to City. If Consultant's existing coverage includes a deductible or self-insured retention, the deductible or self-insured retention must be declared to the City. At that time the City shall review options with the Consultant, which may include reduction or elimination of the deductible or self-insured retention, substitution of other coverage, or other solutions. 12. The City reserves the right at any time during the term of the contract to change the amounts. and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to City. 13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 14. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 15. Consultant will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 16. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured CWE CORPORATION Page 17 of 17 endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five days of the expiration of the coverages. 17, The provisions of any workers' compensation or similar act will not limit the obligations of Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. 18. Requirements of specific coverage features, or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all inclusive. 19. These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. 20. The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 21. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Consultant for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the work performed under this agreement. City assumes no obligation or liability by such notice but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. CWEnnno-n1 KMAI_nnNAnn .d►CORo CERTIFICATE OF LIABILITY INSURANCE �� DATS(MMlDD/YYYY) 1215/2019 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(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License # 0767776 NnME?cT Irene Laine HUB International Insurance Services Inc. 6 Centerpolnte Drive, Suite 360 La Palma, CA 90623 (PHONE n , Est : 877 82b-2681 FAX i (, i lac, No): (951) 231-2572 EDDRESS: cal.cpu@hubinternational.com ADDRESS: INSURER(S) AFFORDING COVERAGENAIC# X INSURERA:Crum & Forster S ecial.ly Insurance Company 44520 EPK-129193 INSURED INSURER B: American Fire and CasualtyComparly 24066 CWE 1661 E. Orangethorpe Avenue Suite 240 INSURER c: State Compensation Insurance Fund of California 35076 -- INSURER D : _ INSURER.E.T__— _T Fullerton, CA 92831 INSURER F: cnVFRAGFS CERTIFICATE NUMBER: REVISION NUMBER-- THIS UMBER: 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 CONTRACTOR 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. INSR _ TYPE OF INSURANCE AI DDDL SUBR WVDPOLICY NUMBER POLICY EFF POLICY EXP ti^ LIMITS A X COMMERCIAL GENERAL LIABILITY l CLAIMS MADE K OCCUR X X EPK-129193 12/8/2019 1216/2020 EACH OCCURRENCE $ 2,000,000 _ DAMAGE TO RENTED 100,000 PREMISES (Ea occurre eel $ _ MED EXP (Any one oerson)� $ 10,000 _ PERSONAL&ADV INJURY $ 2,000,000 _ GEN'LAGGREGATE LIMIT APPLIES PER: POLICY [::] jECT LJ LOC GENERAL AGGREGATE $ 4,000,000 PRODUCTS-COMP/OPAGG $ 4,000,000 $ OTHER: B fCOMBINED AUTOMOBILE LIABILITY SINGLE LIMIT 1,000,000 Ea accident)$ _ _ _BODILY INJURY (Per person) $ X ANY AUTO BAA67609336 12/812019 12/8/2020 OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per socldenl $ D AUTOS ONLY AUTOS Ot�Y PPOPPE&R Y DAMAGE $ $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ I EXCESS LIAB CLAIMS -MADE DED I I RETENTION $ S C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNERIEXECUTIVE Y/N OFFICE M M ffr EXCLUDED? (MandatoryIn NH) N / A X 9170147-19 12/112019 12/1/2020 STA E ETH. E.L. EACH ACCIDENT $. 1,000,000 EL. DISEASE - EA EMPLOYEE $ 1,000,000 Ifyes, describe under DESCRIPTION OF OPERATIONS below I E.L. DISEASE - POLICY LIMIT $ 1,000,000 A Professional Liab EPK-129193 12/8/2019 12/812020 Each Wrongful Act 2,000,000 A Professional Liab !EPK-129193 i 12/812019 12/812020 Aggregate 4,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached K more space Is required) City of Rosemead Is additional Insured with regard to the General Liability policy when required by a written contract, per the attached endorsement form EN0111 02111. Primary & Non -Contributory with regard to the General Liability policy applies when required by a written contract, per the attached endorsement form EN014711111, Waiver of Subrogation Included. Walver of Subrogation with regard to the Workers Compensation policy applies when required by a written contract, per the attached endorsement form 2572. City of Rosemead Department of Public Works 8838 E. Valley Blvd. Rosemead, CA 91770 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 0"A"x__ ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved, The ACORD name and logo are registered marks of ACORD OWE Policy Number: EPK-129193 CRUM & FORSTEW Effective Dates: 12/08/19 - 12/08/20 A1Ai Nr Cl FQM a14* THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART CONTRACTORS POLLUTION LIABILITY COVERAGE PART SCHEDULE ame Of Additional Insured Person(s) or organization(s) Where Required By Written Contract. SECTION III — WHO IS AN INSURED within the Common Provisions is amended to include as an additional insured the person(s) or -organization(s) indicated in the Schedule shown above, but only with respect to liability .caused, in whole or in part, by "your work' far that insured. which is performed by you or by those acting on your behalf. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. EN0111-0211 Page.1 of 1 Insured Name: CWE Policy #: EPIC -129193 Polly Term: 12/8/2019 - 12/8/2020 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NON-CONTRIBUTORY ADDITIONAL INSURED WITH WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART CONTRACTORS POLLUTION LIABILITY COVERAGE PART ERRORS AND OMISSIONS LIABILITY COVERAGE PART SCHEDULE Name of Additional Insured Persons or Or anization s Where Required by Written Contract A. SECTION III — WHO IS AN INSURED within the Common Provisions Is amended to include as an additional insured the person(s) or organization(s) 'indicated in the Schedule shown above, but only with respect to liability arising out of "your work" for that person or organization performed by you, or by those acting on your behalf. B. As respects additional insureds as defined above, this insurance also applies to "bodily injury" or "property damage" arising out of your negligence when the following written contract requirements are applicable: 1. Coverage available under this coverage part shall apply as primary insurance. Any other insurance available to these additional insureds shall apply as excess and not contribute as primary to the insurance afforded by this endorsement. 2. We waive any right of recovery we may have against the person(s) or orgenization(s) indicated In the Schedule shown above because of payments we make for injury or damage arising out of "your work" performed under a written contract with that person(s) or organization(s). 3. The term "additional insured" is used separately and not collectively, but the inclusion of more than one "additional insured" shall not increase the limits or coverage provided by this insurance. This Endorsement does not reinstate or increase the Limits of Insurance applicable to any "claim" to which the coverage afforded by this Endorsement applies. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. EN0147-1111 Page 1 of 1 HOME OFFICE SAN FRANCISCO ALL EFFECTIVE DATES ARE AT 12:01 AM PACIFIC STANDARD TIME OR THE TIME INDICATED AT PACIFIC STANDARD TIME ENDORSEMENT AGREEMENT BROKER COPY WAIVER OF SUBROGATION BLANKET BASIS 9170147-19 RENEWAL SP 7-84-15-94 EFFECTIVE DECEMBER 1, 2019 AT 12.01 A.M. PAGE 1 OF 1 AND EXPIRING DECEMBER 1, 2020 AT 12.01 A.M. CWE 1561 E ORANGETHORPE AVE STE 240 FULLERTON, CA 92831 WE HAVE THE RIGHT TO RECOVER OUR PAYMENTS FROM ANYONE LIABLE FOR AN INJURY COVERED BY THIS POLICY. WE WILL NOT ENFORCE OUR RIGHT AGAINST THE PERSON OR ORGANIZATION NAMED IN THE SCHEDULE. THIS AGREEMENT APPLIES ONLY TO THE EXTENT THAT YOU PERFORM WORK UNDER A WRITTEN CONTRACT THAT REQUIRES YOU TO OBTAIN THIS AGREEMENT FROM US. THE ADDITIONAL PREMIUM FOR THIS ENDORSEMENT SHALL BE 2.00% OF THE TOTAL POLICY PREMIUM. SCHEDULE PERSON OR ORGANIZATION JOB DESCRIPTION ANY PERSON OR ORGANIZATION BLANKET WAIVER OF FOR WHOM THE NAMED INSURED SUBROGATION HAS AGREED BY WRITTEN CONTRACT TO FURNISH THIS WAIVER NOTHING IN THIS ENDORSEMENT CONTAINED SHALL BE HELD TO VARY, ALTER, WAIVE OR EXTEND ANY OF THE TERMS, CONDITIONS, AGREEMENTS, OR LIMITATIONS OF THIS POLICY OTHER THAN AS STATED. NOTHING ELSEWHERE IN THIS POLICY SHALL BE HELD TO VARY, ALTER, WAIVE OR LIMIT THE TERMS, CONDITIONS, AGREEMENTS OR LIMITATIONS OF THIS ENDORSEMENT. COUNTERSIGNED AND ISSUED AT SAN FRANCISCO: NOVEMBER 5, 2019 AUTHORIZED REPRESENT IVE PRESIDENT AND CEO SCIF FORM 10217 (REV.7-2014) 2572 OLD DP 217 Attachment C 2021 Proposal from CWE July 14, 2021 EMAIL Mr. Ahmad Ansari Interim Director of Public Works City of Rosemead 8838 East Valley Boulevard Rosemead, CA 91770 CWE 1561 E. ORANGETHORPE AVENUE SUITE 240 FULLERTON, CA 92831-5202 (714) 526-7500 PHONE (714) 526-7004 FAX www.cwecorp.com Proposal to Provide. Fiscal Year 2021-22 MS4 NPDES Permit Services to the City of Rosemead Dear Mr. Ansari, CWE is pleased to submit this proposal to provide the City of Rosemead (City) with ongoing Fiscal Year 2021-2022 Phase I Municipal Separate Storm Sewer System (MS4) National Pollutant Discharge Elimination System (NPDES) services, during what will likely be a transition to the fifth term Permit. Understanding Since 1990, the State of California Regional Water Quality Control Board, Los Angeles Region (LARWQCB) has issued progressively more challenging MS4 NPDES Permits to Los Angeles and Ventura County municipal Permittees, including the City of Rosemead (City). Adoption of a fifth term Permit, by the LARWQCB, is anticipated to occur on July 23, 2021, with an effective date of September 11, 2021. The 2012 MS4 NPDES Permit encouraged Permittees to form Watershed Management Program (WMP), or Enhanced WMP (EWMP), groups and develop implementation plans to achieve regional Water Quality Objectives (WQOs). The City of Rosemead, along with fifteen other cities, the Los Angeles County Department of Public Works (LACDPW), and Los Angeles County Flood Control District (LACFCD), formed the Upper Los Angeles River (ULAR) EWMP Group, led by the City of Los Angeles. The ULAR EWMP Plan, approved by the LARWQCB Executive Officer on April 20, 2016, identified potential twenty-year City project implementation costs at $110 million, while the recently submitted June 30, 2021, Draft revised ULAR EWMP Plan, identified the need for approximately 48.5 Acre-feet of runoff capture volume, at a cost of at least $70M, a figure that appears low based on rising construction costs. In comparison, the Safe Clean Water Program (SCWP) Municipal Program Transfer Agreement (MPTA), resulting from the November 6, 2018, Passage of Measure W, identifies an annual City return of approximately $580,000. On August 29, 2018, June 30, 2019, and June 23, 2020, the Rosemead City Council authorized issuance of MS4 NPDES Permit Professional Services Agreements (PSA) with CWE; which, allowing for changes in scope to reflect evolving City needs, were successfully completed within the proposed contract budget. Creating a Better Tomorrow, TodayTA9 Mr. Ahmad Ansari July 14, 2021 Page 2 Scope of Work Following receipt of the City Notice to Proceed (NTP), CWE will provide the following MS4 NPDES Permit services through June 30, 2022, with annual reporting to be provided through December 31, 2022. Task 1— Meetings The ULAR WMP Group, its Bacteria Total Maximum Daily Load (TMDL) Load Reduction Strategy (LRS), and Stormwater Investment Program (SIP) Technical Subcommittees currently each meet monthly. The Los Angeles Permit Group (LAPG) meets during alternating months, and we anticipate attending up to six (6) City Council, City Staff, Safe Clean Water Program (SCWP), or LARWQCB MS4 Permit meetings on behalf of the City. Participation at these meetings allow CWE to identify cost-effective ULAR WMP, or other MS4 Permit, implementation strategies for City managerial concurrence and adoption. We have budgeted seventy two (72) hours for remote meetings and follow up activities (review and revision of various ULAR draft reports and studies) prior to June 30, 2022. Task 2 — Safe Clean Water Program Assistance CWE assisted the City in securing over $1.1M in SCWP MPTA support, by drafting the FY 2020-21 and 2021-22 Annual Budgeting Plans, that are due on April first, prior to the start of each fiscal year, going forward. This support is anticipated by September of the fiscal year period and a (expenditure) report submitted to the County by December following the end of each Fiscal Year. CWE will substantially assist the City in drafting the FY 2022-23 Annual Plan and recommend revisions to FY 2020-21 Report, primarily drafted by the Finance Department. Following development of the Regional Best Management Project (BMP) Inventory and preparation of a Regional BMP Project Feasibility Study, including recommended Community Support Meetings, (Task 10), CWE will prepare one draft SCWP Regional BMP Project application, by May 31, 2022, for submission by what is expected to be a July 31, 2022, deadline. Support of this SCWP Regional project application, such as preparing and making project support presentations to the Rio Hondo Watershed Area Steering Committee (WASC) during FY 2022-23, would be addressed and funded through a future PSA. Task 3 — City Staff and Contractor Training Part VIII.A.3. of the tentative fifth term MS4 NPDES Permit requires the following four categories of annual staff and contractor training: Pesticide/Fertilizer Source Controls; Illicit Discharge Detection and Elimination (IDDE); Construction and Erosion Source Controls; and Industrial/Commercial (I/C) Facilities Programs. The first two categories overlap and the City delegated the final category to be a consultant task. Two two-hour presentations will be scheduled, in consultation with Field Supervisorial personnel, either at the beginning or end of a shift, for staffing efficiency. Presentation are made by CWE Senior Management, experienced with private and public agency cases, using an engaging, locally relevant, Microsoft Office Power Point° presentation made to between five and twenty city staff either remotely or at a city facility with adequate equipment. The presentation begins with regulatory rationale and requirements, before moving on to illustrative case studies. Six slide per page handouts are distributed for those wishing to take notes or write questions, along with a participation sign in sheet to include with the annual report. City staff and contractors are encouraged to ask questions, resulting in an informative training session that maintains staff attention. Task 4 — Public Information and Participation Program (PIPP) Part VIII.D of the tentative fifth term MS4 NPDES Permit identifies the need for "culturally effective", such as various Asian and Hispanic orientated, outreach efforts and materials to control specific exemplary and locally relevant categories of stormwater pollutants; including documentation and informative tracking of those cumulative activities. Mr. Ahmad Ansari July 14, 2021 Page 3 Task 5 — Industrial/Commercial (I/C) Facilities Program When CWE last updated the City I/C Facilities GIS -based Tracking Database in 2020, it consisted of nearly six hundred records regarding approximately 240 commercial and two dozen Industrial General Permit (IGP) facilities. Many of the IGP facilities have not yet secured Notice of Intent (NOI), No Exposure Certification (NEC), or Notice of Non Applicability (NONA) coverage and, after the required two inspections, were issued Notice of Violations (NOVs) and referred to LARWQCB Stormwater Compliance Division staff for permit required progressive enforcement actions. Since then, City is responsible to have implemented Senate Bill (SB) 205, which may have resulted in the designation of more facilities requiring IGP coverage; although to the best of our knowledge, this information has not been incorporated within the permit required tracking database. CWE will implement the I/C Facilities Program and Progressive Enforcement requirements, of Part VIII.E. and Part VIII.B. respectively, of the tentative fifth term MS4 Permit. This includes updating the legacy I/C Facilities Inventory to comply with any new permit requirements, reviewing City provided Business License data to identify new or replacement I/C facilities, SB -205 implementation identified IGP scofflaws, and the State Stormwater Multiple Application and Reporting Tracking System (SMARTS), excluding IGP Permittees jurisdictional within adjacent communities, but claiming City or Rosemead residency. Based on enhanced biannual (alternating year) requirements, CWE would notify approximately one hundred fifty (150) I/C Facilities, using City approved verbiage and letterhead sent by United States Postal Service (USPS) first class mail of planned visits; then conduct up to two hundred (200) initial and progressive enforcement inspections. Scanned inspection forms, images, and enforcement notifications, would then be digitally provided to the City, along the updated GIS -based Inventory on, at least, an annual basis. New inspections of compliant facilities, or those inspected by the Water Board and reported in SMARTS, will not be reinspected for at least six (s) months from the time the prior inspection(s) were completed. Task 6 — Redevelopment Planning Chapter 13.16.180 of the Rosemead Municipal Code (RMC) will be assessed for compliance with the adopted fifth term MS4 NPDES permit and suggested revisions, including deletion of extraneous requirement from other Regional Water Boards, provided to City Management in the form of a draft ordinance. Based on recent needs, CWE would provide up to eight (8) timely, less than five (5) acre, Priority Redevelopment Project Low Impact Development (LID) or General Construction Permit (GCP) StormWater Pollution Prevention Plan (SWPPP) reviews under the direction of a state certified Qualified Storm Water Pollution Prevention Plan (SWPPP) Developer or Practitioner (QSD/P). Typically written comments are returned within two (2) weeks of draft receipt by CWE, although extension may occur for atypically complex documents. Review time would be reported to the City Project Manager, approximately monthly, to allow recharging of the project proponents. Available required data would be inserted into a permit compliant GIS -based tracking database, to be annually provided to the city for reporting or regulatory audits. Task 7 — Redevelopment Construction Inspections CWE will provide up to four (4) MS4 Permit Priority Project LID, Erosion and Sediment Control Plan (ESCP), Construction General Permit (CGP), or City Project BMP Inspections, under the direction of a CWE QSD/P. Correction or violation notices with images, that result from these inspections, will be forwarded to the City for signature and delivery. Inspection tracking data will be provided to the City Project Manager within one week of inspection. Task 8 — Post- Construction BMP Inspections SMARTS identifies at least four (4) active and seven (7) completed CGP projects for which LID and BMP criteria were unavailable during ULAR Reasonable Assurance Analysis (RAA) and EWMP development. City will assemble, for onsite review, SUSMP, SWPPP, Mr. Ahmad Ansari July 14, 2021 Page 4 BMP design, and maintenance covenants for the CGP and Priority Projects, then over three (3) days, Consultant will use Best Professional Judgment (BPJ) to assess visible post -construction BMP effectiveness. CWE will record Post -Construction BMP inspection, and tracking data, as identified in the MS4 Permit, and provide the City with GIS shape and database files along with assembled observations. Task 9 — Public Facilities Inventory Following the effective date of the fifth term permit, CWE will update and revise the previously completed Public Facility Inventory to include newly required tracking metrics, change in facility characteristics, and potential BMP retrofit opportunities. Task 10 — Inventory of Regional BMP Development Opportunities CWE will prepare a map overlaying EWMP Plan Table 7A-33 "jurisheds" on aerial imagery. Private and public parcels, potentially suitable for retrofitting with regional BMPs, will be identified for Planning Division use during developer negotiations, Conditional Use Permit (CUP) development, and Planning Commission Hearings. CWE will identify at least four (4) regional BMP project concepts for strategic analysis, to include cost- effectiveness, practicality, sensibility, and political acceptability; then propose at least one retrofit opportunity suitable for implementation as a regional BMP, with a suggested implementation schedule and alternative financing strategies (e.g. grants, SCWP, private -public partnership, etc.) Incorporating City Project Manager input, CWE will prepare a Project Feasibility Study, including project phasing, to support the preparation of grant and SCWP regional BMP design and construction applications. Task 11— Public Activity Management CWE will allot one person day, per alternating month, to observe public activities or facilities and provide written suggestions regarding how those activities or facilities could be modified to improve pollutant source control efforts. The needs of City supervisory personal would be regularly solicited to identify priority needs; however, failing such suggestions, CWE would provide the City Project Manager with a suggested facility or activity to observe for concurrence. Task 12 — Los Angeles River Trash TMDL Compliance CWE will provide up to forty (40) hours of "to be specified" Trash TMDL compliance services that may include: 1) development of Minimum Frequency of Assessment and Collection (MFAC) procedures; 2) the identification and verification of undocumented catch basins; 3) assessment of catch basin trash levels; 4) identification of locations suitable for Daily Generation Rate (DGR) studies; and 5) collecting catch basin data for reconstruction. Task 13 — Illicit Connection /Illicit Discharge (IC/ID) Elimination CWE we provide up to sixteen (16) hours of timely remote or onsite IC/ID investigation and elimination support services; emphasizing public outreach, over enforcement, which will remain the responsibility of Code Enforcement and Inspectors. This may include conceptualization of BMP concepts to prevent future discharges. Task 14 — Prepare the 2022 Individual Annual Report CWE will draft, in Microsoft Word° format, the City MS4 Permit Individual Annual Compliance Report, based on past submittals, implementation data, transmittals, and the City website. This draft will highlight where staff input regarding budgets, expenditures, planning, enforcement, and construction inspections are needed. After incorporating staff input, the draft will be transcribed into Los Angeles County Watershed Reporting, Adaptive Management, and Planning System (WRAMPS), reviewed for missing data or adverse verbiage, and a final version provided for City review. The Unified Report will be assembled into a Portable Document Format (PDF) file, for the LARWQCB submission by December 15,- 2022, and an archival copy provided to the City. Mr. Ahmad Ansari July 14, 2021 Page 5 Limitations and Assumptions CWE proposes an eighteen -month Professional Services Agreement (PSA) term, to coincide with the MS4 Permit July 1St to June 30th implementation period, followed by reporting through December of the trailing year. CWE has utilized the following proposal assumptions to reduce our risks and your budget commitments during this fluid period between various draft Permit and EWMP Plan versions: 1. Since the fifth term MS4 Permit is subject to revision, the PSA may need to be revised or level of scope task effort shifted to reflect evolving permit priorities and cost-effective strategies. 2. Confined space entry of MS4 facilities is unnecessary and outside of our Scope of Work. 3. Non-Stormwater Outfall Source assessments are included within the IC/ID elimination task. 4. Installation of Full Capture System (FCS) Connector Pipe Screens are currently being addressed through the City Capital Improvement Program (CIP), using FY 2020-21 SCWP MPTA support. 5. City will be responsible to provide major IC/ID Spill Response and Traffic Control services. 6. Development of an alternative WMP implementation strategy is beyond this Scope of Work. 7. Any City Encroachment or Access Permits will be issued as no fee Permits. Fee The following table identifies the level of effort that CWE associates with each of the identified tasks. 73 1 Remote ULAR, MS4 Permit, SCWP, and City Management Meetings $16,882 2 Safe Clean Water Program Assistance $20,184 MS4 Permit Required City Staff and Contractor Training $11,748 4 Public Information and Participation Program (PIPP) $6,896 5 Industrial/Commercial (I/C) Facilities Program $36,747 6 Redevelopment Planning and Priority Project LID Plan Checks $17,776 7 Redevelopment Construction Inspections $5,155 8 Post- Construction BMP Inspections $4,078 9 Public Facilities Inventory $2,222 10 Inventory of Regional BMP Development Opportunities $53,712 11 Public Activity Management $8,087 12 Los Angeles River Trash TMDL Compliance $5,983 13 Illicit Connection/Illicit Discharge (IC/ID) Investigations $2,672 14 Prepare and Submit 2022 Individual Annual Compliance Report $7,856 Total Fee $199,998 Mr. Ahmad Ansari July 14, 2021 Page 6 Most fifth term or 2021 MS4 NPDES Permit tasks will be completed by June 30, 2022, with reporting tasks completed by December 31, 2022. This work would be completed on a Time and Materials, Not to Exceed cost basis of $199,998.00. This proposal is valid for ninety (90) days, from the letter date. If any questions arise, please reach out to me at (714) 526-7500 Ext. 207 or ggreene(a cwecorp.com. Respectfully submitted, CWE Gerald Greene, DEnv, PE, QEP, QSD/P Director, Stormwater Attachment D Draft Professional Services Agreement PROFESSIONAL SERVICES AGREEMENT 2021-22 MS4 (CWE CORPORATION) 1. PARTIES AND DATE. This Agreement is made and entered into this - Day of , 20 (Effective Date) by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 E. Valley Blvd., Rosemead, California 91770 ("City") and CWE Corporation with its principal place of business at 1561 E. Orangethorpe Avenue, Suite 240, Fullerton, California 92831 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties." �NX01kr_1W'] 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing MS4 NPDES Permit Servicesto public clients, is licenced in the State of California and is familiar with the plans of City. 2.2 Project. City desires to engage Consultant to render 2021-2022 MS4 NPDES Permit Services ("Services") as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional compliance and support services necessary for the Project, herein referred to as "Services". The CWE CORPORATION Page 2 of 11 Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be for a period of 18 months that begins on July 1, 2021, through December 31, 2022, at the sole and absolute discretion of the City, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of the Agreement, and shall meet any other established shcedules and deadlines. 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or .under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 12.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide amore detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are CWE CORPORATION Page 3 of 11 determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. 3.2.5 City's Representative. The City hereby designates the City Manager, or his or her designee, to act as its representative for the performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for all purposes under this Agreement. Consultant shall not accept direction or orders from any person other than the City's Representative or his or her designee. 3.2.6 Consultant's Representative. Consultant will designate to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services: Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees: Consultant shall perform all Services under this Agreement in'a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. 3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, CWE CORPORATION Page 4 of 11 officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.2.10 Insurance: Consultant shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit B attached to and part of this agreement. 3.2.11 Safety: Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement and shall not exceed One Hundred Ninety -Nine Thousand, Nine Hundred Ninety -Eight Dollars ($199,998.00). Extra Work may be authorized in writing, as described below, and will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized statementwhich indicates work completed and Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses: Consultant shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work: At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work' means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. CWE CORPORATION Page 5 of 11 3.3.5 Prevailing Wages: Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft; classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection: Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shalt be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three(3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination: City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3:5.1.2 Effect of Termination: If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents/ Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. CWE CORPORATION Page 6 of 11 3.5.1.3 Additional Services: In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: CONSULTANT: CWE Corporation 1561 E. Orangethorpe Avenue, Suite 240 Fullerton, California 92831 Attn: Gerald Greene Tel: (714) 526-7500 CITY: City of Rosemead 8838 E. Valley Boulevard Rosemead, CA 91770 Attn: City Manager Tel: (626) 569-2105 Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual Property: This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes,, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. CWE CORPORATION Page 7 of 11 3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radioproduction or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts: The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees: 1f either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all costs of such action. 3.5.6 Indemnification: To the fullest extent permitted by law, Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Consultant, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services,; the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. Consultant shall defend, of Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Consultant shall pay_ and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents or volunteers. CWE CORPORATION Page 8 of 11 3.5.7 Entire Agreement: This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.5.8 Governing Law: This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence: Time is of the essence for each and every provision of this Agreement. 3.5.10 City's Right to Employ Other Consultants: City reserves right to employ other consultants in connection with this Project. 3.5.11 Successors and Assigns:, -This Agreement shall be binding on the successors and assigns of the parties. 3.5.12 Assignment or Transfer: Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.13 Construction; References; Captions: Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days.All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.14 Amendment; Modification: No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 Waiver: No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.16 No Third Party Beneficiaries: There are no intended third party CWE CORPORATION Page 9 of 11 beneficiaries of any right or obligation assumed by the Parties. 3.5.17 Invalidity; Severability: If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.18 Prohibited Interests: Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City's Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.19 Equal Opportunity Employment: Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment becauseofrace, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification: By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.21 Authority to EnterAgreement: Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 Counterparts: This Agreement may be signed in counterparts, each of which shall constitute an original. CWE CORPORATION Page 10 of 11 3.6 Subcontracting. 3.6.1 Prior Approval Required: Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. CWE CORPORATION Page 11 of 11 CITY OF ROSEMEAD Gloria Molleda, City Manager Date Attest: Ericka Hernandez, City Clerk Date CWE CORPORATION go Name: Title: [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONTRACTOR REQUIRED] Approved as to Form: By: Name: Date Rachel Richman City Attorney Title: EXHIBIT A PROPOSAL FOR SERVICES/ RATE SCHEDULE/RESUME A-1 EXHIBIT B INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of the Work, Consultant will maintain insurance in conformance with the requirements set forth below. Consultant will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Consultant agrees to amend, supplement or endorse the existing coverage to do so. Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this agreement and which is applicable to _a given loss, will be available to City. Consultant shall provide the following types and amounts of insurance: Commercial General Liability Insurance: Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property. damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted. Automobile liability insurance: Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than 1,000,000 combined single limit for each accident. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at `least as broad as specified for the underlying coverages. Any such coverage provided under an umbrella liability policy shall include a drop down provision providing primary coverage above a maximum $25,000 self-insured retention for liability not covered by primary but covered by the umbrella. Coverage shall be provided on a "pay on behalf' basis, with defense costs payable in addition to policy limits. Policy shall contain a provision obligating insurer at the time insured's liability is determined, not requiring actual payment by the insured first. There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to City for injury to employees of Consultant, subconsultants or others involved in the Work. The scope of coverage provided is subject to approval of City following receipt of proof of insurance as required herein. Limits are subject to review but in no event less than $1 Million per occurrence. C-1 Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the consultant and "Covered Professional Services" as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this agreement. Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the state of California and with an A.M. Bests rating of A- or better and a minimum financial size Vll. General conditions pertaining to provision of insurance coverage by Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant: 1. Consultant agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO _endorsement No. CG 2010. Consultant also agrees to require all contractors,_ and subcontractors to do likewise. 2. No Liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant's employees,, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against City. regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Contractor and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Consultant shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City's protection without City's prior written consent. C-2 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant's general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at City option. 8. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of coverage. Consultant agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the certificate. 9. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, noncontributing basis in relation to any other insurance or self insurance available to City. 10. Consultant agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 11. Consultant agrees not to self -insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self -insure its obligations to City. If Consultant's existing coverage includes a deductible or self-insured retention, the deductible or self- insured retention must be declared to the City. At that time the City shall review options with the Consultant, which may include reduction or elimination of the deductible or self insured retention, substitution of other coverage, or other solutions. 12. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to. City. C-3 13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 14. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 15. Consultant will renew the required coverage annually, as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 16. Consultant shall provide proof that policies of insurance required _herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration: A coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five days of the expiration of the coverages. 17.The provisions of .any workers' compensation or similar act will not limit the obligations of Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. 18. Requirements of specific coverage features or limits contained in this section are not intended' as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all- inclusive. 19. These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. 20. The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 21. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Consultant for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not C-4 the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. C-5