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2200 - California Waters - Water Fountain Maintenance Civic Center C18602 AEgiim PROFESSIONAL SERVICES AGREEMENT WATER FEATURE MAINTENANCE — CIVIC CENTER PLAZA (CALIFORNIA WATERS) 1. PARTIES AND DATE. This Agreement is made and entered into this z5ff' day of Sc fferriber , 2011 (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 California Waters with its principal place of business at 23311 E. La Palma Avenue, Yorba Linda, CA 92887 ("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 water feature maintenance 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 water feature maintenance services for the Civic Center Plaza ("Project"), also referred to as "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 water feature maintenance services necessary for the Project, herein referred to as"Services". The Services are more CALIFORNIA WATERS Page 2 of 10 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 the Effective Date shown above to June 30, 2018 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. The Parties may, by mutual, written consent, extend the term of this agreement is necessary to complete the Services 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 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 CALIFORNIA WATERS Page 3 of 10 Project by the Consultant 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 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 a 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. 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, 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. CALIFORNIA WATERS Page 4 of 10 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: Consultant 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 Fourteen Thousand Nine Hundred Eighty-Five Dollars ($14,985.00) per attached scope of work. 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 and 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, 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 CALIFORNIA WATERS Page 5 of 10 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 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: CALIFORNIA WATERS Page 6 of 10 CONSULTANT: California Waters 23311 E. La Palma Avenue Yorba Linda, CA 92887 Attn: Jeffrey Barman, President Phone: (949) 528-0900 CITY: City of Rosemead P.O. Box 399 Rosemead, CA 91770 Attn: Rafael Fajardo — P.E., City Engineer Phone: (626) 569-2151 Fax: (626) 569-2303 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. 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 CALIFORNIA WATERS Page 7 of 10 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 other 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, pertaining to, or relating to any negligence, errors or omissions, recklessness, or willful misconduct of Consultant, its officials, officers, employees, agents, and Consultants arising out of or in connection with the performance of the Consultant's Services, including without limitation the payment of all consequential damages, expert witness fees, and attorneys fees and other related costs and expenses. Consultant shall defend, at 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, official's 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. CALIFORNIA WATERS Page 8 of 10 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 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 CALIFORNIA WATERS Page 9 of 10 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] CALIFORNIA WATERS Page 10 of 10 CITY OF ROSEMEAD CALIFORNIA WATERS . 'A .z s- ,i By: /✓ `OF/7 Bill Manis, City Manager Date Date • Name: - "" tY✓�� 1 Attest: n 1 Title: I/,Ah')i�1 /1,,t) q725/n Marc Donohue, City Clerk Date/ [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONSULTANT REQUIRED] By: Date Name: Title: CALIFORNIA WATERS EXHIBIT A SCOPE OF SERVICES SEE REQUEST FOR PROPOSAL(RFP) AND CONSULTANT'S PROPOSAL A-1 A - . " etl!• 1 • Sent by Email September 12, 2017 Ms.Silvia Llamas City of Rosemead Public Works Administrative Assistant 8838 Valley Boulevard Rosemead,CA 91770 RE: Water Feature Maintenance Agreement for City Hall Main Fountain Dear Silvia: Per your request, please find attached our standard proposal for ongoing maintenance and repair services for City Hall's main fountain. We have made the incoming term to be the next 12 months,starting on 7/1/17, also per your request, backdating the start date,which is fine on our side. We are proud to have called your City one of our important customers for the past few years and look forward to continuing to do so for many years to come. We have held our prices steady,with no increase in our price since inception of our work on the City's behalf. On our call today,you advised us to propose without the impact of prevailing wage rates being necessary, and so this proposal for SERVICE specifically precludes prevailing wage per your request. As I am sure you know, prevailing wage is significantly higher than our workers already strong normal wage rates,and also requires enormous levels of in-house administration,and thus costs,should prevailing wage rates be required in the future. Repairs,which would be performed only when pre-approved by you in writing and invoiced on either a fixed price or a T&M basis, WOULD BE invoiced and paid internally here as prevailing wage. We highly value continuing to earn your business and trust and appreciate the opportunity to continue to service your fountain. Please call or email with any questions or comments, at any time. Thank you. Sincerely, Jeffrey Barman/s/ Tel: 949-528-0900, Ext. 102 Email: jbarman@californiawaters.com Fax: 949-528-0910 cc: Lorri Johncox, Service/Repair Services Coordinator Ext. 111; Ilohncox@californiawaters.com Attachment 23311 E.La Palma Ave.I Yorba Linda,CA 928871 94952809001 californlawaters.com I CA LicA958960 161 .. r • WATER FEATURE MAINTENANCE AGREEMENT ACCOUNT: The primary outdoor fountain,street facing,at City Hall in Rosemead,California. Excludes side nozzle fountain and splashpad. ATTENTION: AGREED &APPROVED Ms.SilviaR �Llamas �/ City of Rosemead �(•"'" Public Works Signed Administrative Assistant 51Wlll' ts$"-rS 8838 Valley Boulevard Print Name Rosemead,CA 91770 41)M 1111• IKS/SY 9-P1'i'j Title Date Thank you for the opportunity to submit a proposal for ongoing maintenance and repair services for your water features at City Hall,dated as of July 1, 2017,with services consistently rendered during the interim period of July 1"through today,all in accordance with the following general terms and conditions, and specifically without the requirement by the City at its request to pay prevailing wages for this work: 1) Maintenance Chronology a) Full Service Days: Twice-Weekly; Day/s and time/s TBD at Vendor's discretion b) Minimum Service Day: Inclement weather c) No Service Day: Major holidays and/or storming weather 2) Cleaning Maintenance,As Applicable a) Remove all visible floating and visible litter,debris,and residual from basins, except for submerged debris below wading depth. b) Brush and clean at the waterlines. c) Brush and clean off residual on the walls and basin floors. d) Clean out sprayer jet nozzles free of debris and adjust valves/nozzles as needed. e) Perform vacuuming as needed, but not more often than once-monthly. 1) Collect and provide visible coins to Security/Management/Other,as directed by Customer. 3) Equipment Maintenance,As Applicable a) Check all pressures gauges to determine if system is operating properly. b) Backwash filters to maintain proper flow. c) Clean out all pump strainer baskets free of debris. d) Inspect motors, pumps,filters,and all mechanical devices and exposed plumbing for visible problems. e) Inspect solenoids, coils,control panels and all electrical devices to ensure proper operation. f) Check operation of light fixtures, maintain proper positioning;verify GFCI breakers set/reset properly. g) Verify the water levels in the basins are correct, clean auto-fill probes, or add water manually. h) Verify that the time clocks have the proper time and programming. i) Maintain vaults/equipment rooms in a clean and safe manner. 23311 E.La Palma Ave. I Yorba Linda,CA 92887 1949.528.0900 I californiawaters.com I CA Lic#958960 A rAls's . jtlr • 1 4) Water Treatment Maintenance,As Applicable a) Test the water for sanitizer and pH levels and adjust to maintain proper chemical balance. b) All standard chemicals(e.g.,chlorine,muriatic acid,as necessary) included in service cost. CONTRACTUAL PRICE MONTHLY FOR CHEMICALS,MATERIALS, EQUIPMENT,LABOR AND TAX FOR THE ABOVE:$525. CUSTOMER OPTION:ADD SIDE NOZZLE FOUNTAIN TO SERVICE REGIMEN,ADDITIONAL$350 PER MONTH. Repairs and Incidental Labor: 1. California Waters will replace lamps(bulbs),filter baskets,filter cartridges,seals,0-rings,and other small but necessary repair items as applicable and as needed at Vendor's standard rates per item and subsequently a written invoice will be emailed or mailed to Customer. 2. California Waters will promptly notify management of any other equipment malfunction or safety compromise noted,other than those of(1) above. 3. If requested or required, California Waters will provide a written estimate for all necessary repairs,or extra work, other than those of(1) above. 4. For services not included in standard recurring service covered herein,Vendor's hourly rate for incidental labor is$115 per man-hour and trip charge is$95 within Orange County and$125 outside, as of contract execution date. 5. Water feature to be drained,thoroughly cleaned,and inspected twice annually at Vendor's hourly rate; and to be additionally drained and refilled at interim periods as required or requested. 6. 24-Hour Emergency Service Available 7 Days a Week-billed at time-and-a-half, and at double-time on Sundays and Holidays, including round-trip travel time from Vendor's Yorba Linda headquarters. INITIAL HERE 23311 E.La Palma Ave.I Yorba Linaa,CA 92887 19495280900 I calforniawaters.com I CA Lick958960 CALIFORNIA WATERS 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. 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. 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 $1,000,000.00 per occurrence. B-1 CALIFORNIA WATERS 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 licensed 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 Consultant 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. B-2 CALIFORNIA WATERS 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 anyway involved in the performance of work on the project contemplated by this agreement to self-insure its obligations to City. If Consultants 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. B-3 CALIFORNIA WATERS 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 B-4 CALIFORNIA WATERS 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. B-5 E ay. � O M� 9 WATER FEATURE MAINTENANCE— CIVIC CENTER PLAZA AGREEMENT (CALIFORNIA WATERS) AMENDMENT NUMBER 1 The Agreement that was made and entered into on the 8T" day of February, 2016 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 California Waters, with its principal place of business at 23311 E. La Palma Avenue, Yorba Linda, CA 92887, from February 8, 2016 through December 31, 2016, is hereby extended from the period of January 1, 2017 through June 30, 2017. All existing provisions of the original agreement remain in effect with the exception of the price adjustment specified in the attachmentju.p,l Acct-my O) daft/-FW✓/e M/( i o..✓ 6e ,ki✓ie/ The Annual Contract Rate per this contract extension shall not exceed Fourteen Thousand Nine Hundred Eighty-Five Dollars ($ 14,985.00). Signed: CITY OF OOF ROSEMEAD CALIFORNIA WATERS By: 1��94. "Z. rn'1a „ 3 . 14,`1 ply Barman, Date By: J41 31/3/12 Bill R. Manis, Date -�• City Manager ' esident Aso c, Sent by Email March 3, 2017 Ms.Silvia Llamas City of Rosemead Public Works Administrative Assistant 8838 Valley Boulevard Rosemead,CA 91770 RE: Water Feature Maintenance Agreement for City Hall Main Fountain Dear Silvia: Thank you for inviting California Waters to submit a proposal to continue our ongoing water feature service and repairs for City Hall's main fountain. We are proud to have called your City one of our important customers for the past few years and look forward to continuing to do so for many years to come. California Waters is one of the largest and oldest commercial water feature service companies in Southern California. Five of the ten largest property management firms, including Cushman &Wakefield, in both Los Angeles and Orange Counties, as well as cities like your own,Anaheim, Beverly Hills and Santa Monica, already rely on us for all their service and repair needs. We're experts at what we do, and we have the economies of scale to work on any size property, large or small, to ensure you receive the highest possible value. We focus on the following,so you don't have to: 6 Preventing problems before they start—a crucial component to maintaining continuous, crystal clear and engaging water features and fountains. A Minimizing costly expenses—With equipment and structural repairs costing hundreds if not thousands of dollars, resist the urge to be penny-wise and pound foolish. Our quality, professional expertise, and exceptional customer service can extend the life of your investment and eliminate headaches down the road:Think Nordstrom vs. Walmart. 6 Decreasing down-time—7-day/24-hour emergency service available for our customers. Minimizing your exposure—We are fully insured,with$6 million of liability insurance, and fully licensed by the CSLB of California,#958960. QUOTE: • Twice-Weekly Service Visits: $525 per month. Fee includes all labor,standard chemicals, trip charge, and sales tax for normal recurring services. Greater Frequency Service Visit Schedule Available Promptly Upon Request. 23311 E.La Palma Ave.I vorba Linda,CA 92887 949.528.0900 I calif orniawaters.com I CA Licp958960 II TRADE COMMUNITY We are proud to be members and sponsors of many local, state and national industry trade groups, including CACM and CAI,ASLA, CAPC and CMAC,AAP and CALMS, among others. WE ARE CALIFORNIA WATERS Water is the source of life and the source of our passion. We are industry-leading artisans specializing in water features,fountains,commercial pools and aquatics, lakes and streams. Founded in 1999, California Waters is one of California's fastest growing design, engineering, construction and maintenance firms. By delivering cutting-edge design,coupled with outstanding construction and service excellence, we capture the beauty, magic and mystery of water for all to enjoy—we bring water to life. Please sign and return the attached Maintenance Agreement,or provide us with your preferred form of contract.Should you have any questions, or if you would like additional information or references, please call or email me directly. Our goal is to make this process as smooth and easy as possible for you all while elevating the quality and level of service you receive.We will give you a call in a few days to discuss next steps.Thank you. Sincerely, Jeffrey Barman/5/ Tel: 949-528-0900, Ext. 102 Email: jbarman@californiawaters.com Fax: 949-528-0910 cc: Lord Johncox,Service/Repair Services Coordinator Ext. 111; liohncox('californiawaters.com Attachment 23311 E.La Palma Ave. I Yorba Linda,CA 92887 1949.5280900 I californiawaters.com I CA LicN958960 WATER FEATURE MAINTENANCE AGREEMENT ACCOUNT: The primary outdoor fountain at City Hall in Rosemead, California. Excludes side nozzle fountain and splashpad. ATTENTION: AGREED &APPROVED Ms. Silvia Llamas City of Rosemead Public Works Signed Administrative Assistant 8838 Valley Boulevard Print Name Rosemead, CA 91770 Title Date Thank you for the opportunity to submit a proposal for ongoing maintenance and repair services for your customer's property's two outdoor fountains, in accordance with the following general terms and conditions: 1) Maintenance Chronology a) Full Service Days: Twice-Weekly; Day/s and time/s TBD at Vendor's discretion b) Minimum Service Day: Inclement weather c) No Service Day: Major holidays and/or storming weather 2) Cleaning Maintenance,As Applicable a) Remove all visible floating and visible litter,debris,and residual from basins, except for submerged debris below wading depth. b) Brush and clean at the waterlines. c) Brush and clean off residual on the walls and basin floors. d) Clean out sprayer jet nozzles free of debris and adjust valves/nozzles as needed. e) Perform vacuuming as needed, but not more often than once-monthly. f) Collect and provide visible coins to Security/Management/Other, as directed by Customer. 3) Equipment Maintenance,As Applicable a) Check all pressures gauges to determine if system is operating properly. b) Backwash filters to maintain proper flow. c) Clean out all pump strainer baskets free of debris. d) Inspect motors, pumps,filters,and all mechanical devices and exposed plumbing for visible problems. e) Inspect solenoids, coils, control panels and all electrical devices to ensure proper operation. f) Check operation of light fixtures, maintain proper positioning;verify GFCI breakers set/reset properly. g) Verify the water levels in the basins are correct, clean auto-fill probes,or add water manually. h) Verify that the time clocks have the proper time and programming. i) Maintain vaults/equipment rooms in a clean and safe manner. 23311 E.La Palma Ave. I Yorba Linda,CA 92887 1969.528.0900 I callfornlawaters.com I CA Lic#958960 4) Water Treatment Maintenance,As Applicable a) Test the water for sanitizer and pH levels and adjust to maintain proper chemical balance. b) All standard chemicals(e.g.,chlorine,muriatic acid, as necessary)included in service cost. CONTRACTUAL PRICE MONTHLY FOR CHEMICALS, MATERIALS, EQUIPMENT, LABOR AND TAX FOR THE ABOVE: $525. Repairs and Incidental Labor: 1. California Waters will replace lamps (bulbs),filter baskets,filter cartridges,seals,0-rings, and other small but necessary repair items as applicable and as needed at Vendor's standard rates per item and subsequently a written invoice will be emailed or mailed to Customer. 2. California Waters will promptly notify management of any other equipment malfunction or safety compromise noted, other than those of(1)above. 3. If requested or required, California Waters will provide a written estimate for all necessary repairs, or extra work, other than those of(1) above. 4. For services not included in standard recurring service covered herein,Vendor's hourly rate for incidental labor is$115 per man-hour and trip charge is$95 within Orange County and$125 outside, as of contract execution date. 5. Water feature to be drained, thoroughly cleaned, and inspected twice annually at Vendor's hourly rate; and to be additionally drained and refilled at interim periods as required or requested. 6. 24-Hour Emergency Service Available 7 Days a Week- billed at time-and-a-half,and at double-time on Sundays and Holidays, including round-trip travel time from Vendor's Vorba Linda headquarters. 7. Proposal specifically excludes the provision or use of prevailing, union, PSA and other types of required wage rates. Proposal specifically excludes bonding. INITIAL HERE 23311 E.La Palma Ave. I Vorba Linda,CA 92887 1909.528.0900 l californiawaters.com I CA Lid1958960 ,It Duration of Agreement: Duration of Agreement: One year,auto-renewing month-to-month thereafter. Contract to commence 3/1/17; however, any start date prior is available at Customer's option with one-week prior notice to Vendor. Contract may be terminated by Customer at any time for any reason by providing Vendor 60 days' prior written notice. Terms: Invoiced in writing,sent by email or mail; Service payable monthly in advance; Repairs and Incidental Labor payable as invoiced; Due net 30; Interest at 2%per month after 30 days. Prevailing, Davis-Bacon, Living and other wage requirements are excluded from this proposal. Parking/Access:Customer to provide Vendor with appropriate parking and access passes, permits,spaces, codes, keys,and the like,for the use of Vendor's work and managerial vehicles,only while on-site for business purposes, at no cost to Vendor. Aquatic Life:Customer confirms waterfeature(s) contain no intentional aquatic life, nor plants; provision and caring of aquatic life and plants services are available upon request. Signage:Customer confirms Vendor recommendation to install (or have Vendor quote and install) signage advising public at large to not touch/impact/enter the fountain(s) if such signage is not already present. Interim Service:Customer confirms Vendor recommendation for Customer's porter/janitorial staff to provide interim trash/leaf hand collection from fountain(s)between Vendor's service visits. Confined Space:Customer confirms that location is not defined by Customer as confined space; confined space services are available upon request. INITIAL HERE 23311 E.La Palma Ave. I Vorba Linda,CA 92887 1949528.0900 I californiawaters.com I CA Lic#958900 • • atif 77 Since 1999, California Waters has been Southern California's leader in serving owners and managers of properties with high-end fountains and water features, including lakes, ponds,and streams.We provide the most thorough and reliable regularly scheduled maintenance programs;ongoing and one-time repairs and waterproofing;as well as 7-day/24-hour emergency service for our customers. Please visit www.californiawaters.com. You can be assured that your water features and fountains will be well-cared for by our professional, highly-trained, reliable, uniformed maintenance and repair technicians,to the benefit of your employees,guests and visitors as well as the owners and tenants of the property. We have extensive experience working on-site at a wide variety of property types,including: Class A office buildings and campuses • HOA's,condos and apartment buildings • shopping centers, malls and mixed-use complexes • restaurants, movies theaters,salons,and other retail • hotels, resorts and wedding facilities • colleges and schools • hospitals • senior living facilities • historical sites •golf courses • parks and public spaces • churches • cemeteries • and many others. Our current clientele includes: Five of the ten largest property management firms in Los Angeles County and also in Orange County, both as publicly reported by the Business Journal newspaper group; many municipalities, such as the Cities of Anaheim, Beverly Hills and Santa Monica; and a wide variety of other owner-operators and managers of commercial and public buildings, properties and campuses. We are proud to be members and sponsors of many local,state and national industry trade groups, including CACM and CAI,ASLA,CAPC and CMAC,AAP and CALMS,among others. We will meet all your requirements for on-site vendors,as we already do on behalf of many of the other largest professional management companies, property owners and municipalities throughout Los Angeles,Orange County, Ventura, Riverside and San Diego. Among our qualifications: d Specific Focus&Expertise Caring for Fountains&Water Features for Nearly 20 Years. 0 Fully insured,with$6 million of liability insurance. 6 Active and compliant Contractor's License from the State of California in multiple classes: C-53 (Swimming Pool Construction), D-35 (Swimming Pool Repairs), D-21 (Machinery&Pumps), D-06(Concrete),and A(Engineering). 0 Certified Pool Operator(CPO)issued by the National Swimming Pool Federation. 6 Aquatic Facility Operator(AFO) issued by the National Recreation and Park Association. 6 Formally trained to enter and operate in confined space permit locations when required. We will be available to you on a 24/7 basis on a trip-charge basis to respond immediately to emergencies,and to respond quickly for any requests for repairs,trouble-shooting or extra cleanings. Future repairs will be billed separately, bid in writing, and not commence without your prior approval either in writing, by email, or by formal P0,as you wish. We also offer renovation,construction,engineering, and design,all in-house. Beyond our scheduled maintenance,we will provide you a full range of services in-house to care for your equipment needs, including diagnostics,troubleshooting, repairs and parts for your pumps, motors,filters,timers,lights, valves,wind controls,water level systems, UV,ozone, nozzles, manifolds,auto-fill,general plumbing and electrical, leak detection,waterproofing, acid washes,deep cleanings, and anything else required to operate most efficiently. 23311 E.La Palma Ave. I Varba Linda,CA 92887 1949.528.0900 I califomiawaters.com CA Lic#958950 PROFESSIONAL SERVICES AGREEMENT WATER FEATURE MAINTENANCE — CIVIC CENTER PLAZA (CALIFORNIA WATERS) PARTIES AND DATE. This Agreement is made and entered into this -� day of 20Y (Effective Date) by and between the City of Rosemead, a municipal organizatio 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 California Waters with its principal place of business at 23311 E. La Palma Avenue, Yorba Linda, CA 92887 ( "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 water feature maintenance 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 water feature maintenance services for the Civic Center Plaza ( "Project "), also referred to as "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 water feature maintenance services necessary for the Project, herein referred to as "Services". The Services are more CALIFORNIA WATERS Page 2 of 10 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 the Effective Date shown above to December 31, 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. The Parties may, by mutual, written consent, extend the term of this agreement is necessary to complete the Services 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 bylaw. 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 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 CALIFORNIA WATERS Page 3 of 10 Project by the Consultant 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 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 a 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. 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, 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. CALIFORNIA WATERS Page 4 of 10 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. 32 11 Safety: Consultant 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 Fourteen Thousand Nine Hundred Eighty -Five Dollars ($14,985.00) per attached scope of work. 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 and 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, 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 CALIFORNIA WATERS Page 5 of 10 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 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: CALIFORNIA WATERS Page 6 of 10 CONSULTANT: California Waters CITY: 23311 E. La Palma Avenue Yorba Linda, CA 92887 Attn: Jeffrey Barman, President Phone: (949) 528 -0900 City of Rosemead P.O. Box 399 Rosemead, CA 91770 Attn: Rafael Fajardo— P.E., City Engineer Phone: (626) 569 -2151 Fax: (626) 569 -2303 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. 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 priorwritten consent of City, be used by Consultantfor 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 CALIFORNIA WATERS Page 7 of 10 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 other costs of such action. 3.5.6 Indemnification: To the fullest extent permitted bylaw, 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, pertaining to, or relating to any negligence, errors or omissions, recklessness, or willful misconduct of Consultant, its officials, officers, employees, agents, and Consultants arising out of or in connection with the performance of the Consultant's Services, including without limitation the payment of all consequential damages, expert witness fees, and attorneys fees and other related costs and expenses. Consultant shall defend, at 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, official's officers, employees, agents, orvolunteers. 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 CALIFORNIA WATERS Page 8 of 10 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. 3.5.14Amendment; Modification: Nosupplement, modification, oramendment 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 solicitor 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 orsubconsultants to file, a Statement of Economic Interestwith the City's Filing Officer as required understate 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. CALIFORNIA WATERS Page 9 of 10 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] CALIFORNIA WATERS Page 10 of 10 CITY OF ROSEMEAD By: Jeff Allred, City Manager Dat Attest: City Clerk By: zxd&l D to ,ra Name: 4JC�cz Title: Au 1'ex [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONSULTANT REQUIRED) By: _ Date Name: Title: CALIFORNIA WATERS EXHIBIT A SCOPE OF SERVICES SEE REQUEST FOR PROPOSAL (RFP) AND CONSULTANT'S PROPOSAL m CALIFORNIA WATERS Fountains • Water reaWres - Lakes - Ponds Des190/811ild I Renovation • Service - Repatr Ulkl�N WSBAW Sent By Email: ssullivan@a cityojrosemead,org October 12, 2015 ATTENTION: Mr. Sean Sullivan, City of Rosemead RE: City Hall Water Features, 2016 Proposals, from California Waters Dear Sean; Thank you for inviting us to propose for our continued service to the City for maintenance and repairs for the City Hall fountains and splash pad. We greatly appreciate the opportunity to continue on as your vendor partner service provider, 2016 Recurring Service Upon review, we would like to propose that service for 2016 stay at current pricing levels, no increase. We highly value your business and confidence, and will forego an increase for calendar year 2016. Formal Quote: $875 per month for twice - weekly service visits, same scope and terms as existing contract. 2016 Repairs We recommend, to all our customers whom perform formal budgeting, that they hold a reserve for unknown and unpredictable repairs of parts and equipment that may need to be repaired, or replaced, during the course of the year. Of course, no such work will be performed without your prior approval and /or issuance of a formal purchase order. Formal Quote: Not possible at this time; standard labor rates per current Service contract; projects bid on a fixed price basis foryour prior approval. 2016 Deep Cleans As we have discussed in the past and then again at length by phone on 9/3/15, deep cleaning these types of outdoor fountains is highly recommended on a twice - annual basis. We suggest that one of those times each year have the addition of bead blasting, to attack the calcium buildups that are the natural and unstoppable byproduct of the chemicals, even though we work to control it every service visit. Formal Quote Follows: 2909 W. Warner Ave., Santa Ana, CA 927041 Office: (949) 528-0900 . Fax: (949) 528-0910 1 www.ealiforniawatore.com CALI FORN IA WATERS Fountains • Water Features • lakes • Ponds eesigniOulld • Renovation • Service - Repair ukk' .a, »sw SCOPE OF WORK: Deep Clean Service 1) Drain the water features. 2) Pressure wash the water feature and remove all debris. 3) Using our formulated chemical solution, spray everywhere water is present to kill all living algae, 4) Using our special deep clean solution brush at the water line to remove the existing water line and sediment buildup. 5) Using a 4000 -PSI pressure washer, pressure -wash the sides and bottom a second time. 6) Pressure wash the wall cap and outside wall surface. 7) Using a mixture of water and muriatic acid, perform a light acid wash to the wall cap to remove imperfections or stains that exist. 8) Perform an inspection of all equipment to include but not limited to: pumps, filtration system, ozone system, lights, all electrical components, and auto fill system, as applicable. 9) Backwash /Clean out filter as applicable. 10) Open filter and Inspect filter media. 11) Refill water feature, condition and balance the water. Cost: Inclusive of Equipment, Materials, Labor and Tax, $1,595 INITIALS: Cost is for both fountains combined, but excludes Splashpad Suggested twice - annually We suggest that one of those times each year have the addition of bead blasting, to attack the calcium buildups that are the natural and unstoppable byproduct of the chemicals, even though we work to control it every service visit. Add -on for Bead Blasting - Suggested once annually: Additional $1,295 total for both fountains. 2909 W. Warnor Ave., Santa Ana, CA 927041 Office: (949) 628 -0900 • Fax: (949) 628 -09101 www.coliforniawatem.com H .� CALIFORNIA WATERS Fountains - Waterreatwes • Lakes • Ponds Design /build • Renovation . Service • Repair au<mKrosepo General Notes and Exclusions 1) Should other deficiencies be found during the course of the above work, those repairs are not included in the proposal and would incur additional charges. 2) Due to age and wear of the existing surfaces, some stains may not be removable, .Ip3) Bid /proposal is contingent on a five -day workweek (M -F) with normal operating hours S� (7.00a- 3.30p) and specifically excludes the provision or use of prevailing, union, PSA and similar types of required wage rates. 4) Tenting, Trapping and Sheeting are not included in this proposal. 5) Accommodations for any Item or service not provided by this proposal can be accomplished through a change order and we will not proceed without written customer consent. 6) This proposal is normally good for sixty days, but as special for City of Rosemead is set as firm pricing for 2016. 2016 Splash Pad As previously discussed and briefly summarized here, we recommend that the City should anticipate issues will arise from the Splashpad being off and dry for so long. Thus, when you are ready for it to be turned back on we suggest you call us out about a month before the turn on date to give it a formal run through and start up, so that we can hopefully have time to fix whatever might be wrong. Formal Quote: $95 per manhour, 2 men, likely about 3 hours to start; repairs as needed to follow. 2909W. Warner Ave., Santa Ana, CA 92704J Office: (949) 525.0900 • Fax: (949) 629 -0910 I www.califorrilawaters.com CALL PORN lA WATERS Fountains • Water Features • Lakes • Ponds Oes79n /Build • Renovation • Service • Repair uu<mK.nmx We greatly appreciate the opportunity to be of service. Please call me with any questions or concerns you may have, at any time. Thank you. Sincerely, Jeffrey Barman California Waters Office: (949) 528 -0900, ext. 102 ACCEPTANCE OF PROPOSAL The above prices, specifications and conditions are satisfactory and are hereby accepted. You are authorized to perform the above work as specified. APPROVED: Signed. Print: Title: Date: 2909W. Warner Ave., Santa Ana, CA 927041 Offlce: (949) 628-0900 • Fax: (949) 628 -0910 I www.californiawaters.com CALIFORNIA WATERS 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. 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 insureds 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 $1,000,000.00 per occurrence. ME CALIFORNIA WATERS 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 licensed 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 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 Consultant 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. M CALIFORNIA WATERS 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 anyway 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. ME CALIFORNIA WATERS 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 CALIFORNIA WATERS 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. L� A ° CERTIFI F LIABILITY INSURA 1%2%2016 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 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 Tutton Insurance Services, Inc. 2913 S Pullman Street License #OB89376 Santa Ana CA 92705 CONTACT NAME: PNONE . (949)261 -5335 PAX .(949)261 -1911 E•MAa ADDRE INSURERS AFFORDING COVERAGE NAIC9 INSURERA:CrUm & Forster Specialty Ins. 44520 INSURED California Waters, LLC California Waters Development, Inc. 23311 E. Is Palma Avenue Yorha Linda CA 92887 INSURERB;W American Insurance 4 4393 INSURERC:Ins Compan of the W e st _ 7847 _ INSURER D; INSURER E: $ 1,000,000 1 INSURER F: X COMMERCIAL GENERAL LIABW TY CLAIMS - MADE ®OCCUR COVERAGES CERTIFICATENUMBER:15 -16 GL /BA /WC /UMB /POLL REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO 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. I LTR TYPE OF INSURANCE AD DL SUER POLICY NUMBER MMIDICDYEFF MMIDDYEXP. LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A X COMMERCIAL GENERAL LIABW TY CLAIMS - MADE ®OCCUR E PH108034 4/9/2015 4/9/2016 DAMA T RENT O PREMISES Ea occumence $ 50,000 MEDEXP(Anycnepenum) $ 5,000 PERSONAL 8. ADV INJURY $ 1,000,000 X GL DEDUCTIBLE - $0 GENERAL AGGREGATE $ 2,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG $ 2 POLICY X PR0. LOC JrCT $ AUTOMOBILE LIABILITY OMBINEDtSINGLE LIMIT 1,000,000 X BODILY INJURY (Per person) $ B ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS HIREDAUTOS NON -OWNED AUTOS SAW55948848 /9/2015 /9/2016 BODILY INJURY (Par emident) $ PROPERTY DAMAGE Pereccidem $ Medical a ments $ 5,00 X UMBRELLA LIAS X OCCUR EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 A EXCESS LIAR CLAIMS -MADE DED I X I RETENTIONS S FFX103269 4/9/2015 4/9/2016 C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNERIEXECUTIVE YIN OFFICERIMEMBER EXCLUDED? (Mandatory in NH) NIA WSD502985100 /9/2015 4/9/2016 X W R 11ATU- OTH- ER E.L. EACH ACCIDENT $ 1, 000,000 E.L. DISEASE -EA EMPLOYEE $ 1,000,000 Uyes, describe under DESCRIPTION OF OPERATIONSbelow _ E.L. DISEASE - POLICY LIMIT $ 1 000 000 A Prof Liab & Poll Liab EPRIO8034 4/9/2015 4/9/2016 Limitpor Claim $1,000,000 Retro Date 04-09 - D ED $10K Each(Poll /Proff) Aggregate Limit Each $2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS /VEHICLES (Attach ADDED 101, Additional Remarks Schedule, if more space Is required) City of Rosemead is named as a insured per attached ENO320 -0211. Primary /Non - Contributory wording applies per attached EN0118 -0211. GL Waiver applies per attached EN0109- 0211. WC Waiver applies per attached WC990634. City of Rosemead 8838 E. Valley Blvd. PO Box 399 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 Tutton/RARLA �' ©1988 -2010 ACORD CORPORATION. All rlahts reserved. INS095ommnel m Tha pCr1Rn name and Innn aro ronieterad madre nF aCl11ir1 C r orster g!, ut the 1 ,00, THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. 1 9 • � 0 • 1 i • WIP •I' • 1 • ' : 'L • This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Additional Person(s) or Organization(s): Location And Description Of Completed Operations Where Required by Written Contract Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section III — 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 ". ENO320.0211 Pagel of 1 s f V ' — part Of FAIRFAS group T S. &. �� s r y ^ NZOGM11:1kai OE. 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 A. SECTIDN 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 solely as respects "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 work" 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. EN011E -0211 Page 1 of 1 C m�. pazi of the§V 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 ONSITE CLEANUP COVERAGE PART p l � SECTION VI — COMMON CONDITIONS, Item 17. 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 organization(s) indicated in the Schedule shown above, 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 ongoing operations or "your work" performed under a written contract with that person(s) or organization(s) and included in the "products - completed operations hazard ". However, this waiver shall riot 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. EN0109 -0211 gage 1 of 1 WORKERS COMPENSATIONAND EMPLOYERS LIABILITY INSURANCE, POLICY WO 99 0634 (Ed, 8 -00) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT BLANKET 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 applles 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 3% of the total California Workers' Compensation premium otherwise due, Schedule Person or organization ANY PERSON OR ORGANIZATION FOR WHOM THE NAMED INSURED IS REQUIRED UNDER WRITTEN CONTRACTTO FURNISH THIS WAIVER. Job Description RE: ALL CALIFORNIA OPERATIONS, Policy Number; WSD 5029851 00 Insured; California Waters LLC Endorsement Effective: 419115 Coverage Provided by: Insurance company of the West Issue Da* 4 /6115 Countersigned by: WC 99 06 34'�4J (Ed, 6.00) O CERTIFICATE OF LIABILITY INSURANCE 34 S °A'B'M''°''' 1(1/1/2014 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 poliey(ies)must he endorsed. N 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 comer rights to the certificate holder in lieu of such endorsement(s). PRO JCER. LIC #0889316 CONTACT VivianYle NAME Tutton Insurance Services, Inc. `aC Np Fm..(949)261-5335 Falc nyp. 001261-19ss 2913 S Pullman. Street 4nroFSS Viva armeetutton.Com 14SURER(S)SFRORDING COVERAGE IOW S Santa Ana CR 92705 INEURERX:HU4SOU Specialty Insurance 37079 INSURED INSURERS West American Insurance 44393 California..Waters:. IIC INSURER&::State Comp. Insurance:Fund 35076 California Waters Development, Inc. IPSURERD: 2909 W. Warner Ave. INSURERS: Santa Ma CA 92704 iMURERF: COVERAGES CERTIFICATENUMBER:14/15 REVISION NUMBER:. THIS IS TO CERTIFY THAT THE.POLICIES OF INSURANCE LISTED BELCW 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 WFTH: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 I eR - ADDLSLER POUCTEFF POLICY EX? LIMITS LTR TYPE OF INSURANCE NRR�WVn_ POLICY SUNSET' INMIDDtrWY1 INNE90IYWo DOD,000 GENERAL LIABILITY EACH OCCURRENCE 1• LANAGE f 1EV r ED. 50,000 X COMMEREVL GENERA:LI)@R-TY 0E191 el n GE51Ee oouneec A CIAIMSMACE X OCCUR CSB43121314os 4/9/2014 41912015 MECEXP one ane owmnj 5,000 Pcv"38ONAL 9 AOVINJJPY 1,000,000 GENERAL/OGfLGAAE 2,000,000 — GEN L AGGREGATE LIMIT NPLIES FEW °ROOCCTS-COMR/OP AGG. 2,000,000 PCLICY'n PFI t n LOC AUTOMOBILE LIABILITY 'OMmfanIn NULE LWIT $ 1,000,000 X 431v AUTO BODILY WURY(Per„Kerr; 5 8 CLOWNED SCHEDULE. 9AW155594B84B 4/9/2014 4/9/2015 BECIL .XPY{Pee asoertI :CLOWNED Now'mwE0.. woPERa rt, MMGE $ _ MIRED ALTOS AUTOS Medical;.,ynenc 1 5,000 X UMBRELLA ` A X OieUR EACH OCCJPR1NCE 5 5,000,000 A - EXCESsLIAB CLPIMSMADE AGGREGATE '> 5,000,000. DED IX Rei6NTfON1 0 6584212261401 4/9/2014 4/9/2015 $ C. WORKERS COMPENSATION X T9 STAnTTRS ROT AND EMPLOYERS'LIABILITY yi Alt PROR,ROR.ARTNER EXECUTIVE M NIA EL EACH ACCIDENT 5 1,000,000 OFFCER EMBER FYL!UCEDY 1 905189614. 419/2014 4/9/2015 EL DISEASE A EMPLOYEE $ 1,000,000 OFF/ deeVd�n MQ CP.ScRIPTION OF OPERATIONS UeIOn EL.DISEASE-POLC^LIMIT 1 1,000,000 A proff Liah L. Poll Liab ESB4n213 401 4/9/2014 41942015 „Of per Glelm Ea& $1,000,000 Retro Date. 04-09-13. Dad SSOK Each rso11/2roff) Aggreee,„,„tEem $2,000,000 DESCRIPTION OF OPERATIONS ILOCATONS`I VEHICLES(At.ChACORDl104 A ddthcn4 Remarks Schedule,Ifmore pia Is require) City of Rosemead is named as additional anal/red per ESS COM-0913-249. Primary/Non-Contributory wording applies per ESB-COM-1108-261 GL Waiver applies per ESB-CO11-110S-222. WC Waiver applies per attached 2572. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NO110E WILL BE DELIVERED IN ACCORDANCE WITH NE POLICY mammon.mammon.City of Rosemead 8838 Z. Valley Blvd. PO Box 399 AUTHORIZEDREPRESENTATVF Rosemead, CA 9177E � 1 Stanley rutton/KA LA „dr-ye.. 47�y"' "- I ACORD 25(2010105) ©1988-2010 ACORD CORPORATION. All rights reserved. I NS025(2maoitx. The ACORD name and toga are registered marks of ACORD HUDSON SPECIALTY INSURANCE COMPANY (A New York Domiciled Corporation) ECO-PAK Additional Insured Owners, Lessees or Contractors Automatic Assignment Endorsement In consideration of the premium paid,it is hereby understood and agreed that the following.shall applptoz- Policy Number E431.2131 4 01 Effective Date; D4/0912014 This endorsement modifies insurance provided under the applicable Policy coverage part(s) SCHEDULE Any person(s)or whom the NAMED INSURED agrees,in a written contract,to name as an additional insured,shall be deemed an INSURED: However,this status exists only for the protect specified in that contract but only with respect to that person's or organisation's. vicarious hall lityavmng out of ongoing or completed operations performed for that additional Mamed,. This endorsement does not apply to the Environmental Professional Tiahility coverage part. All other policy temraand conditions shall regain the same. A ORI2P�D 'T RESENTATIVE ESB-COM-0413-219 Page 1 of L. HUDSON SPECIALTY INSURANCE COMPANY (A New York Domiciled Corporation) ECO-PAK Automatic Primary Non-Contributory Endorsement (Blanket Coverage) ht consideration of the premium paid, it is hereby understood and agreed that the following shall. apply to: Policy Number: ESB4312131401 .Effective Daft: 04/0S/2014 This endorsement modifies insurance provided under the applicable Policy coverage part(s).. SCHEDULE Name of Person at Organization: Any person(s) or organization(s),whom.the NAMED INSURED agrees,in a written contract, to provide Primary and/or Non-contubutory status of this insurance. However,this status exists only lot the project specified in that contract and as long as that Project is coveted ander any applicable Policy coverage part. Notwithstanding anything contained in this policy to the connaty,,.it is hereby agreed that this policy shall beconeidtted primary to any cirnihr insurance held by third panics in respect to work performed by you under arty written contractual agreement with such third party. It is further agreed that any ot ier insurance which the persons) or organization(s)as referenced above may have,is excess and non-contuhutoty to this insurance. AR other policy'Woos and conditions shall remain the same. RI/i P A ORIZED RWRESENTATIVE ESB-COM-1108-26t Page 1 of 1 HUDSON SPECIALTY INSURANCE COMPANY (A New York Domiciled Corporation) EGO-PAK. Subrogation Automatic WaiverEndonement THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY In consideration of thepremium paid,it is hereby understood and agreed that the following shall apply to: Policy Number: E534312131401 Effective Date:. :04/09/2014, This endorsement insurance provided under the applicable policy coverage part(s). The Company waives any right of recovery it may have against the person or organization shown in the Schedule below because of payments the Company makes for imuty or damage-211411g out of the INSUREDS work done under a contract with that person ox organization: This endorsement don not apply to the Environmental Professional Liability coverage part. The waiver applies only to the penon ororanintion in the.Schedule below- SCHEDULE Name of Person or Organization: Any person(s) or organiaauon(s)to whom the NAMED INSURED agrees,in a written contract,to. provide a waiver of subrogation. However,this status exists only for the project specified in that contract Under no circumstances shall this endorsement act to extend the policy period,change the scope of coverage,of increase the Aggregate.Limits of Insurance shown in the Declarations: All otherpolicy..terms and conditions shallwmain the.same. A4ORIZED R RESENTATIVE ES&GOM-1108-2Z3 Page I oft. ENDORSEMENT AGREEMENT WAIVER OF SUBROGATION REP DI STATE BLANKET BASIS 9051896-14 RENEWAL ofUiV D SP 1-36-41-08 PAGE 1 HOME OFFICE SAN FRANCISCO EFFECTIVE APRIL 9,,: 2014 AT 12.01 R.M. ALL EFFECTIVE DATES ARE AND EXPIRING APRIL 9, 2015 AT .12.01 A.M. AT 12:01 AM PACIFIC STANDARD.TIME'.OR THE TIME INDICATED AT PACIFIC STANDARD TIME CALIFORNIA WATERS LLC 2909 W WARNER-AVE SANTA ANA, CA 92704 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_007.: 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: MAY 12, 2014 2572. F 4 AUTHORIZED REPRE$E PRESIDENT AND CEO SC IF FORM 111217 IREVS-20131 OLD OP 217 CC yo - 3Cr8 1114 =m oc 1 2 "ill K PROFESSIONAL SERVICES AGREEMENT WATER FEATURE MAINTENANCE — CIVIC CENTER PLAZA (CALIFORNIA WATERS) 1. PARTIES AND DATE. This Agreement is made and entered into this V, Jay of trtabe,1' , 20ILi (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 California Waters with its principal place of business at 2909 W. Warner Avenue, Santa Ana, CA 92704 ("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 water feature maintenance 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 water feature maintenance services for the Civic Center Plaza ("Project"), also referred to as "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 water feature maintenance services necessary for the Project, herein referred to as"Services". The Services are more CALIFORNIA WATERS Page 2 of 10 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 the Effective Date shown above to December 31, 2015 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. The Parties may, by mutual, written consent, extend the term of this agreement is necessary to complete the Services 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 Consultants 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 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 CALIFORNIA WATERS Page 3 of 10 Project by the Consultant at the request of the City. 3.2.5 City's Representative: The City hereby designates the Associate 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 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 a 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. 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, 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. CALIFORNIA WATERS Page 4 of 10 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: Consultant 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 Eight Hundred Seventy Five Dollars ($875.00) per month or Ten Thousand Five Hundred ($10,500.00) per year. Extra Work may be authorized in writing, as described below, and will be compensated at the rates and manner set forth in this Agreeme . 3.3.2 Payment and Compensation: Consultant shall submit to C' onthly itemized statement which indicates work completed 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. Labor Code Section 1720 - - •, et seq., as well as California Code of Regulatiq ;, ection 1600, et seq., ("Prevailing Wage Laws"), which require the pay . .- t of prevailing wage rates and the performance of other requirements on "public • • . • maintenance prolec s. • •" " - CALIFORNIA WATERS Page5 of 10 . • ' nor s • - - --" : - - . - .-. . -- • - g ..age and if the total compensation is$1,000 or more, Consultant agrees to . - -- • ' I such Prevailing Wage Laws. City shall provide Consulta• - copy of the prevailing rates of per diem wages in effect at the comm-. . - -n of this Agreement. Consultant shall make copies of the prevailing r- -- • per diem wages for each craft; classification or type of worker needed to = - ute the Services available to interested parties upon request, and shall post .• es at the Consultant's principal place of business and at the project site. Con ant shall defend, indemnify and hold the City, its elected officials,officers, employees . • agents free and harmless from any claim or liability arising out of any failure or alleged . - • comply with t a •revall . n -•- 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 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: CALIFORNIA WATERS Page 6 of 10 CONSULTANT: California Waters 2909 W. Warner Avenue Santa Ana, CA 92704 Attn: Jeffrey Barman, President Phone: (949) 528-0900 CITY: City of Rosemead P.O. Box 399 Rosemead, CA 91770 Attn: Rafael M. Fajardo, P.E. — City Engineer Phone: (626) 569-2152 Fax: (626) 569-2303 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. 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 CALIFORNIA WATERS Page 7 of 10 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 other 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, pertaining to, or relating to any negligence, errors or omissions, recklessness, or willful misconduct of Consultant, its officials, officers, employees, agents, and Consultants arising out of or in connection with the performance of the Consultant's Services, including without limitation the payment of all consequential damages, expert witness fees, and attorneys fees and other related costs and expenses. Consultant shall defend, at 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, official's 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. CALIFORNIA WATERS Page 8 of 10 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 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 CALIFORNIA WATERS Page 9 of 10 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] CALIFORNIA WATERS Page 10 of 10 CITY OF ROSEMEAD CALIFORNIA WATERS By: I � I rN �� l By:ii%�/ �/ Jeff lire:, City Manager D t i Date Name: T7 Lai) Attest: EtaZo, 10 -8ILI Title: �ltf Gloria Molleda, City Clerk Date [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONSULTANT REQUIRED] By: Date Name: Title: CALIFORNIA WATERS EXHIBIT A SCOPE OF SERVICES SEE REQUEST FOR PROPOSAL (RFP) AND CONSULTANT'S PROPOSAL A-1 CALIFORNIA WATERS Fountains•Water Features•Lakes•Ponds Design/Build•Renovation•Service•Repair ratkrAnwsc PROPOSAL FOR WATER FEATURE MAINTENANCE AGREEMENT ACCOUNT: Three outdoor water features at City Hall. City of Rosemead AGREED &APPROVED Attention: Mr. Rafael M. Fajardo Associate Civil Engineer 8838 E.Valley Boulevard Rosemead, CA 91770 Signed Print Name Title Date Thank you for providing California Waters the opportunity to provide a proposal for ongoing maintenance and repair services to the three(3) outdoor water features at City Hall in Rosemead, California, in accordance with the following general terms and conditions: 1) Maintenance Chronology a) Full Service Days: Twice-Weekly; day/s and time/s TBD at Vendor discretion. b) Minimum Service Day: Inclement weather. c) No Service Day: Major holidays and/or storming weather. 2) Cleaning Maintenance, As Applicable a) Remove all visible floating and visible submerged litter,debris, and residual from basins. b) Brush and clean at the waterlines. c) Brush and clean off residual on the walls and basin floors. d) Clean out sprayer jet nozzles free of debris and adjust valves/nozzles as needed. e) Perform vacuuming as needed,but not more often than once monthly. t) Collect and provide coins to Security/Management/Other, as directed by Customer. Page 1 California Waters 12909 W.Warner Ave.Santa An CA 927041 Office:(949)528-0900•Far'.(949)528-09101 www.calilorniewarers.com CALIFORNIA WATERS Fountains•Water Features•takes•Ponds Design/Build•Renovation•Service•Repair INITIALS: °'r•°^°^�°° 3) Equipment Maintenance, As Applicable a) Check all pressures gauges to determine if system is operating properly. b) Backwash filters to maintain proper flow. c) Clean out all pump strainer baskets free of debris. d) Inspect motors, pumps, filters, and all mechanical devices and exposed plumbing for any leaks or problems. e) Inspect solenoids, coils, control panels and all electrical devices to ensure proper operation. f) Check operation of light fixtures, maintain proper positioning and verify that GFI breakers set and reset properly. g) Verify the water levels in the basins are correct, clean auto-fill probes, or add water manually. h) Verify that the time clocks have the proper time and programming. i) Maintain vaults/equipment rooms in a clean and safe manner. 4) Water Treatment Maintenance, As Applicable a) Test the water for sanitizer and pH levels and adjust to maintain proper chemical balance. b) All standard chemicals (e.g.,chlorine, muriatic acid,clarifiers,defoamer, algaecide, etc.,as necessary) included in service cost. CONTRACTUAL PRICE MONTHLY FOR CHEMICALS, MATERIALS, EQUIPMENT, LABOR AND TAX FOR TILE ABOVE: $875. Page 2 California Waters 1 2909 W.Werner Ave..Santa Ana,CA 92704 1 Office:(949)528-0900•Far'.(949)528-0910 I www.californiawaters.com CALIFORNIA WATERS Fountains Water Features•Lakes•Ponds Design/Build•Renovation•Service•Repair or on mune INITIALS: Repairs and Incidental Labor 1. California Waters will replace lamps (bulbs), filter baskets, filter cartridges, seals, 0-rings, and other small but necessary repair items as applicable and as needed at Vendor's standard rates per item and subsequently a written invoice will be emailed or mailed to Customer. 2. California Waters will promptly notify management of any other equipment malfunction or safety compromise noted, other than those of(1) above. 3. If requested or required, California Waters will provide a written estimate for all necessary repairs, or extra work, other than those of(1) above. 4. As of contract execution date, Vendor's hourly rate for incidental labor is $95. 5. Water feature to be drained, thoroughly cleaned, and inspected twice annually at Vendor's hourly rate. Water feature to be additionally drained and refilled at interim periods as required or requested. 6. 24-Hour Emergency Service Available 7 Days a Week-billed at time-and-a-half, and at double-time on Sundays and Holidays, including round-trip travel time from Vendor's Santa Ana headquarters. Duration of Agreement: Duration of Agreement: One year, auto-renewing month-to-month thereafter. Contract to commence 10/1/14; however, any start date prior is available at Customer's option with one week prior notice to Vendor. Contract is terminable by Customer at any time for any reason by providing Vendor 60 days' prior written notice. Terms: Invoiced in writing, sent by email or mail; Service payable monthly in advance; Repairs and Incidental Labor payable as invoiced; Due net 30; Interest at 2%per month after 30 days. Parking/Access: Customer to provide Vendor with appropriate parking and access passes, permits, spaces, codes, keys, and the like, for the use of Vendor's work and managerial vehicles, only while on-site for business purposes, at no cost to Vendor. Aquatic Life: Customer confirms water feature(s) contain no intentional aquatic life, nor plants. Signage: Customer confirms Vendor recommendation to install (or have Vendor quote and install) signage advising public at large to not touch/impact the fountain if such signage is not already present(excluding the splash pad). Interim Service: Customer confirms Vendor recommendation for porter/janitorial staff to provide interim trash/lcaf hand collection from fountain between Vendor's service visits, especially but not limited to, if service frequency is once-weekly. Confined Space: Customer confirms that location is not noted by Customer as confined space. Page 3 California Waters 12909 W.Warner Ave..Santa Ana,CA 927041 Office (949)528-0900•Fax:(949)528-09101 www.californiawaters.com CALIFORNIA WATERS 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. 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. 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 $1,000,000.00 per occurrence. B-1 CALIFORNIA WATERS 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 licensed 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 Consultant 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. B-2 CALIFORNIA WATERS 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. B-3 CALIFORNIA WATERS 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 B-4 CALIFORNIA WATERS 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. B-5 ACCWO CERTIFICATE OF LIABILITY INSURANCE �ATEll o Y) 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 pollcy(les)must 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 center rights to the certificate holder In lieu of such endorsement(s). PRODUCER LIC $0B89376 CO CT Vivienne. Sutton Insurance Services, Inc.. �PNMOC yo Pte. (849)261-5335 We Not:(9491261-1911 2913 S Pullman Street Aments Vivienne @tutton.cam INSLME1(s)AGFORDINGCOVERAGE NAG II Santa an CA 92705. INSURER A'Hudson Specialty Insurance 37079 INSURED INSERERB West American Insurance 44393 California Waters, 'LTC INSURER C:State Comp. Insurance Fund 35076 California Waters Development, Inc. INauRERO: 2909 W. Warner Ave. INSURERS: Santa Ana CA 92704 INSURE RP COVERAGES CERTIFICATE:NUMBER:14/15 REVISION NUMBER;. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWRHSFANOING 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 MAYHAVE BEEN REDUCED BY PAIDCLAIMSI NW ADEL SUSR POLICY EFF POLICY ERA LTR TYPE OF INSURANCE INryN WV'D POLICYNIMBER INMICM'VYRE IMROFYWRI LIMITS GEN£ML DAIMLER' EACH OCCURRENCE 5 1,000,000 vaenEa NLU X COMMERCWLGENERAL LABIL1-Y sSl paajrrenzei $ 50,000 A I CLAIMS-MADE e OCCUR BSB4312131401 4/9/2014 4/912015 MEO E%P(My one on) $ 5,000 PERSONA 4 ACV IeJJRV $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN L AGGREGATE LIMIT P fPL ES PER PRODUCTS-COMP/OP AGO $ 2,000,000 37 PO4CY�7,c-r" t (LED $ AUTOMOBILE LIABILITY COMBINED SINGLE LILT I $ 1,000,000 lEa B X ANY AUTO BODILY NJURY(Per parson) $ — ALL OWNED .—SCHEDULED HAW1555942848 4/9/2014 4/9/201$ 00011?INJURY(Pwecmaentl $ AUTOS — AUTOS ED HIREDPJTOS PJTOS `Pere�PnDAVAGE ( Medial t Mwrlenn $ 5,000 X UMBRELLA LAB X OCCUR EACH OCCURRENCE $ 5,000,000 A - EXCESS LIAR CLAIMS-MADE AGGREGATE $ 5,000,000 OED I XI RETENTION$ O ESB4212201401 4/9/2014 4/9/2015 $ C WORKERS COMPENSATOR XI Ta'UT'iUSI OFR AND EMPLOYERS LIABILITY: ANN ROPRIETORPAVTNERi£NECUTVE YIN eL EACH ACCIDENT $ 1,000,000 CCFICERNEMBER FYI UDEW 0 NIA 905189614 41912019 4/9/2015 1Myyenmlary mNMl E- 01sEASE-EA EMPLOYEES 1,000,000 DESCRIPF�'P of OPERATaNS below E L DISEASE POLICY LIMIT 1 1,000,000 A Prof£ Liab C. Poll Liab DE84312131401 4/9/2014 4/9/2015 Im■per Clay Fad- $1,000,000 Retro Date 04-09-13 Dad $10K Each(Poll/Prof£) 992/92e9e Limit Eadr $2,000,000 DESCRIPTOR OF OPERATIONS(LOCATIOIS:VEHICLES IAIbCIIACORDIQt A44XbnR WmuFt Schedule-,if note space le respired) City of Rosemead is named as additional insured per ESB-CON-0913-279. Primary/Non-Contributory wording applies per EMS-COM-1108-261.. GL.Waiver applies per ESE-COM-1109-228. WC Waiver applies per attached 2572. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Rosemead ACCORDANCE WITH THE POLICY PROVISIONS. 81338 B. Valley Blvd. AummeztoR£PRESENTATP.E PO Box 399 Rosemead, CA. 91770 ,aY Stanley Tutton/KARLA ,_,,j --..e.7. 4-/---_- -- `"- ACORD 25(2010/05) 01998-2010 ACORD CORPORATION. AR rights reserved. IN5025(201005)0'. The ACORD name and logo are registered marks of ACORD HUDSON SPECIALTY INSURANCE COMPANY (A New York Domiciled Corporation) ECO-PAK Additional Insured Owners, Lessees or Contractors Automatic Assignment Endorsement In considentionc of the premium paid,it is hereby understood and agreed that the following shall apply to policy Number; ESB4S12131401 Effective Date 04/09/2014. This endorsement modifies insurance provided under the appiSble Policy coverage part(s) SCHEDULE Any person(s)or organization(a)whom the NAMED INSURED agrees,in a written contract,to name as an additional insured,shall be deemed an INSURED. However,this status exists only for the project specified in that contract but only with respect to that person's or organization's vicarious liabilityarisiag out of ongoing or completed operations performed for that additional insured. This endorsement does not apply to the Environmental Professional Liability coverage pan. A!{/y\othelrpo6.y terms and conditions shall the remain th same. A ORI7pn I�13ESENTATIVE ESB-COM:0913-279 Paget of 1 HUDSON SPECIALTY INSURANCE COMPANY (A New York Domiciled Corporation) ECO-PAK Automatic Primary Non-Contributory Endorsement (Blanket Coverage) In consideration of the premium paid, it:is hereby understood and agreed that the following shall apply to Policy Number; ESB4312131401 Effective Date 04/09/2014 This endorsementmoaiiFe.insurance provided ene4•r the applicable Policy coverage part(s).. SCHEDULE Name of Peon or Organization: Any person(s)or organization(s)whom the NAMED INSURED agrees,in a written contact,to provide Primary and/or Noncontributory status of this insurance. Howevet,this status exists only for the project specified in that contract and as long as that.Project is coveted under any applicable Policy coverage part. Notwithstanding anything contained in this policy to the contrary;,it is hereby agreed that this policy shill:be considered primary to any similar insurance held by third parties is respect to work performed by you under:way written contractual agreement with such third party. It is further agreed clad any other insurance winch the pezeon(s) or organizations)as referenced above may have,is excess and non-contributory to this insurance. All other palicy terms and conditions shall mania the same. @,AO , A ORIZED I RPSENTATIVE ESE COM-1108-261 Page t of HUDSON SPECIALTY INSURANCE COMPANY (A New York Domiciled Corporation) ECO-PAK. Subrogation Automatic Waiver Endorsement THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY In consideration of the premium paid,itis hereby understood and agreed that the following shall apply to: Policy Number, ES 64312131401 Effective Date. 04/09/2014 This endorsement modifies provided wider the applicable policy coverage part(s). The Company waives.any right of recovery it may have against the person or organization shown in the Schedule below because of payments the Company makes for injury or damage seising out of the INSUREDS work done under a contract with that person or organization. This endorsement does not apply to the Environmental Professional Liability coverage part. The waiver applies only to the person or organization in the Schedule below. SCHEDULE Name of Pelson ot.Organization Any person(s)or oagatiaation(s)to whom the NAMED INSURED agrees,in a written contract,to provide a w aver of subrogation. Hower,this status exists only for the project specified in that contract Under no dnuansunQa shall this endorsement act to extend the policy period,change the scope of coverage,or increase the Aggregate.Limits of Insurance shown in the Declarations. AD ofherpoli.clly rd's and conditions shall emsm the tame. n ALatORIZED R RESENTATIVE ESB-COM-1108-728 Page 1 of I. ENDORSEMENT AGREEMENT WAIVER OF SUBROGATION REP D1 STATE BLANKET BASIS 9051896-14 RENEWAL FUND 1e 1-36-41-OB PAGE 1 HOME OFFICE SAN FRANCISCO EFFECTIVE. APRIL 9, 2014 AT 12.01 A.M. ALL EFFECTIVE DATES ARE AND EXPIRING APRIL 9, 2015 AT 12.01 A.M. AT 1201 AM PACIFIC STANDARD TIME.OR THE TIME INDICATED AT PACIFIC STANDARD TIME CALIFORNIA WATERS LLC 2909 W WARNER AVE SANTA ANA, CA 92704 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 IHIS ENDORSEMENT SHALL BE 2.02- 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: MAY 12, 2014 2572 1144muu few_ AUTHORIZED REPRESENT IVE PRESIDENT AND CEO SCIF FORM 10217 IREV.T-20121 OLD DP 217