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HomeMy WebLinkAboutFEHR & PEERS/KAKU ASSOCIATES, INC.City of Santa Ana Clerk of the Council AGREEMENT TERMINATION Please complete this form when the attached agreement is no longer in effect Return form to the Clerk of the Council Office (M-30). Call 647-5237 if you have any questions. The agreement with No. i1-o2co7-/Sd' and final payment has been made. Revised 07-23-07 qs? 22 PH tz if IT E H K - , UCS Inc_ was completed on Department: > 1 Phone/Ext.: Signature: Date: f INSURANCE ON FILE A-2007-158 WORK MAY PROCEED UNTIL INSURANCE EXPIRES 11-0(-0-7 CLERK OF COUNCIL pA7E: SEP 6 2007 CONSULTANT AGREEMENT THIS AGREEMENT, made and entere to this 181h day of June, 2007 by and between FEHR & PEER , a California corporation (hereinafter "Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of environmental services and related technical studies. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall provide traffic engineering studies for environmental project review, pursuant to the California Environmental Quality Act and the National Environmental Policy Act, as set forth in City's Request for Qualifications for Environmental Consultants, incorporated to this Agreement by reference, and Consultant's Proposal, attached hereto as Exhibit A and incorporated by reference to this Agreement. Said services shall be provided at request of the Executive Director of the Planning and Building Agency, as evidenced by a writing signed by the Executive Director and the City Attorney. 2. DELIVERY OF WORK PRODUCT Consultant shall deliver to City all work product which results from the services provided. Said work product shall be submitted in hard copy and produced in a form compatible with City's computer system, as agreed between the Project Manager and Consultant. In regard to all copyrightable material produced as a deliverable under this Agreement, including but not limited to books, reports, plans, photographs, drawings, films, recordings, videotapes, and computer programs, Consultant agrees, for itself and for its affected officers, employees, agents, contractors, and volunteer workers, that (a) other such material may not be copyrighted without prior review from the City, and (b) the authors of all such material, whether copyrighted or not, award to the City, and to its officers, agents and employees acting within the scope of their official duties, as a condition of payment to the Consultant, a royalty -free, nonexclusive, irrevocable license throughout the world for governmental purposes to disclose, publish, translate, reproduce, and use such materials. C, It �qr -� A�„yy�-ty,� -NII IIG IIi� ar151 out of -tlm, Vropar use of any jK-��� PVDU cid frhr xs , 3. COMPENSATION f a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit B. The total sum to be expended under this Agreement shall be set in the writing authorizing Consultant to perform a specific project pursuant to this Agreement. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 4. TERM This Agreement shall commence on the date first written above and terminate on June 30, 2008, unless terminated earlier in accordance with Section 13, below. The term of this Agreement may be extended upon a writing executed by the Executive Director of Planning and Building and the City Attorney. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence. Consultant shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit C upon execution of this Agreement and shall be approved in form by the City Attorney. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for o , hired and non -owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the CityCr {-M X10) kigfiGP� -fbV' Vhov1-"&Af DE'�vL°I/YIIVW1 f. If Consultant fails or refuses to produc or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 7. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable o�f ar' in out of claims for personal injury, including health, and claims for property damag �wFiicli ma arise due to negligent acts, omissions or willful misconduct in the performance, from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from negligent acts, omissions or willful misconduct in the performance of this Agreement. 8. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 9. CONFLICT OF INTEREST CLAUSE To 401 W -6t cc it, 4ww4y, ®` 0 onsultant covenants that it presently has no interests and shall not have interests, direct ireC or in ct, which would conflict in any manner with performance of services specified under this Agreement. 10. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) 4 Santa Ana, CA 92702-1988 telefacsimile (714) 647-6956 With courtesy copies to: and Executive Director of Planning and Building City of Santa Ana 20 Civic Center Plaza (M-20) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 973-1461 City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-6515 To Consultant: FEHR & PEERS KAKU ASSOCIATES 201 Santa Monica Boulevard, Suite 500 Santa Monica, CA 90401 Telefacsimile: (310) 394-7663 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 11. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 12. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 13. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 14. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 15. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 16. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 17. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATT-E-S-T.� PATRICIA E. HEAL. Clerk of the Council APPROVED AS TO FORM: JOSEPH W. FLETCHER City Attorney By: Lau�dWeedy Assistant City Attorney CITY OF SANTA ANA DAVID N. REAMJ City Manager FEHR & PEERS A t a � I - 5 r WL( 24-1 f�ofeK S. g!JAII� wl✓1C+ Principal 0(055111-) Tax ID# *' 0 �XNibif A FEHR St May 30, 2007 Mr. Pedro Guillen City of Santa Ana Planning Division 20 Civic Center Plaza M-20 Santa Ana, California 92701 Re: Request for Qualifications Environmental Services — Traffic Studies Dear Mr. Guillen: PEERS h-UUMIISS"TES Ref: P4333 Fehr and Peers/Kaku Associates (F&P/KA) is pleased to have the opportunity to submit this statement of qualifications to the City of Santa Ana to provide environmental services in the form of traffic engineering studies. We believe our statement presents an especially strong team that exhibits a blend of familiarity with and an understanding of local transportation issues with a broad and varied background in conducting traffic studies. We feel we are especially qualified to provide these services to the City of Santa Ana Department of Planning and assure you that it will command the highest priority in our firm's many commitments. I will serve as the Project Director for these assignments and will be responsible for all technical and administrative issues associated with the project. Messrs. Pat Gibson and Tom Gaul will serve as the primary Project Managers and will monitor day-to-day activities of our staff. Others including John Stutsman, John Muggridge and Netai Basu are also available for these assignments. If you have any questions or need additional information, please contact me at: Dick Kaku 201 Santa Monica Boulevard, Suite 500 Santa Monica, CA 90401 (310) 458-9916 d.kaku@fehrandpeers.com We look forward to working with the City of Santa Ana Department of Planning on this challenging assignment. Sincerely, W4 Dick S. Kaku Principal 201 Santa Monica Blvd, Ste 500 Santa Monica, CA 90401 T: (310) 458-9916 F. (310) 394-7663 fehrandpeers.com Fehr & Peers specializes in providing transportation planning and traffic engineering services to public and private sector clients. We emphasize the development of creative, cost-effective, and results - oriented solutions to planning and design problems associated with all modes of transportation. SPECIALIZED SERVICES Rather than trying to offer a multi -disciplined approach, we choose to focus on being the best traffic engineering and transportation planning consulting firm. We offer specialized expertise in the following areas: • Travel Demand Forecasting • Traffic Operations and Simulation • Intelligent Transportation Systems • Traffic Calming • Bicycle/Pedestrian Planning and Design • Transportation Systems Planning • Transit Operations and Simulation • Land Use/Transportation Planning • Smart Growth Planning • Transportation Impact Analysis • Traffic Engineering Design Maintaining this singular focus on transportation enables us to provide state -of -the -practice expertise to our clients. We are nationally -recognized experts in these areas as evidenced by the fact that we routinely publish many professional papers, serve on national committees, and teach courses to others in the industry. f? FFHR & PI I RJ KN<UASS"TES Firm Description, Page 1 of 2 OUR VALUES From our firm's inception in 1985, we have developed strong client relationships by following three core values: • Professional integrity and honesty We emphasize quality over quantity. • Responsive and hard working We emphasize service over sales. • Problem -solving, can -do attitude We emphasize solutions over process. WHY CLIENTS HIRE US Clients hire Fehr & Peers because we provide the right combination of leading-edge technical skills, high-quality work, and superior client service. We thrive on challenging assignments in controversial environments where complex problems can only be solved by using state - of -the -practice analytical techniques, developing innovative, yet practical solutions, and achieving consensus amid the diverging views of stakeholders. We often find ourselves called into projects where others have failed. We consider each potential assignment carefully, and we only accept those projects to which we are fully committed and able to complete successfully. CONTACT US Denver, CO Reno, NV Salt Lake City, UT Walnut Creek, CA 303-296-4300 775-826-3200 801-463-7600 925-930-7100 Los Angeles County, CA Roseville, CA San Francisco, CA 310-458-9916 916-773-1900 415-369-0425 Orange County, CA Sacramento, CA San Jose, CA 949-859-3200 916-329-7332 408-278-1700 Firm Description, Page 2 of 2 f? F I H R & P1 [R,� KMEI 1,SS0C' IES FEHR St PEERS CU1tNAS.S"TES Hourly Billing Rates Classification Hourly Rate Principal $170.00 - $325.00 Senior Associate $160.00 - $195.00 Associate $140.00 - $180.00 Senior Engineer/Planner $110.00 - $170.00 Engineer/Planner $90.00 - $135.00 Senior Technical Support $95.00 - $150.00 Administrative Support $85.00 - $110.00 Technician $80.00 - $110.00 Intern $60.00 - $90.00 Notes: Reimbursable expenses are invoiced at cost plus 10% for handling, including personal auto mileage at IRS approved rate (48.5 cents per mile as of January 07). The following reimbursable expenses are invoiced at cost: • Reproduction work at $.07 per sheet • Plotter / Computer use at $10 per hour • Communication Expense (Telephone, fax, E-mail, etc.) Effective 1/01/2007 Fehr & Peers reserves the right to change these rates at any time with or without advance notice. EXHIBIT C ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ("additional insureds") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective Policy # Issued to this endorsement form as a part of Named Insured Countersigned by Authorized Representative ACORDM CERTIFICATE OF LIABILITY INSURANCE -ORP. 08/011/07/07 DATE PRODUCER LIC #OE67768 1-925-416-7862 ICA Insurance Services 3875 Hopyard Road, Suite 240 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. EFFECTIVE DATE (MMIDDI Pleasanton, CA 94588 Leslie Pancoast, CIC, RPLU INSURERS AFFORDING COVERAGE — - INSUREDg M _ INSURERA. Fidelityand GuarantyInsurance Underwriters, Inc. INSURER B: ACE American Insurance Company r Fehr & Peers O2 W INSURERC:St. Paul Mercury Insurance Company 100 Pringle Avenue, Suite 600 INSURER D: Walnut Creek, CA 94596 X COMMERCIAL GENERAL LIABILITY INSURER E. CUVtKAUMt 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSRPOLICY ITR TYPE OF INSURANCE POLICY NUMBER EFFECTIVE DATE (MMIDDI POLICY EXPIRATION VY) LIMITS A GENERAL LIABILITY BX01640723 11/01/06 11/01/07 EACH OCCURRENCE $ 1,000,000 FIRE DAMAGE (Any one fire) $ 500,000 X COMMERCIAL GENERAL LIABILITY MED EXP (Any one person) $ 10,000 CLAIMS MADE LKI OCCUR PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $2,000,000 GENT AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 2,000,000 PRO LOC POLICY X JPCIT A AUTOMOBILE LIABILITY BX01640723 11/01/06 11/01/07 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 ANY AUTO ALL OWNED AUTOS BODILY INJURY $ (Per person) - SCHEDULED AUTOS X X HIRED AUTOS NON -OWNED AUTOS BODILY INJURY $ (Per accident) PROPERTY DAMAGE $ (Per accident) - GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC $ ANY AUTO AUTO ONLY: AGG $ A EXCESS LIABILITY BX01640723 03/28/07 11/01/07 EACH OCCURRENCE $5,000,000 AGGREGATE $ 5,000,000 X OCCUR EICLAIMS MADE $ -- DEDUCTIBLE $ RETENTION $ C WORKERS COMPENSATION AND BW02198818 09/01/06 09/01/07 X WC STATIT- 'ER - E.L. EACH ACCIDENT $ 1,000, 000 EMPLOYERS' LIABILITY E.L. DISEASE - EA EMPLOYEE $ 1, 000, 000 E.L. DISEASE -POLICY LIMIT $1,000,000 B OTHER Professional Liability G21663049004 12/06/06 12/06/07 Per Claim $1,000,000 Annual Aggregate $2,000,000 $ DESCRIPTION OF OPERATIONS/LOCATIONSIVEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS All operations of the Named Insured, including project referenced below, if any. General Liability; See Additional Insured endorsement attached. Professional Services - Santa Ana Bench Contract, P4333 City of Santa Ana, its officers, employees, agents, volunteers & representatives added as additional insureds as per attached endorsement; Primary/Non-Contributory; Separation of Insureds ! Akl!`CI 1 ATIf1kl R in nAVQ Vn1 Tr•F. Fr1A N()N-PAYMENT OF PREMIUM ACUKU 25-5 (flVf) caroimurray 6776245 XX SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL EM4X4WV4 MAIL 30 DAYS WRITTEN City of Santa Ana NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, t9iDi7F7LMXKXt1X&19130H=X / Xp70��f8'�L]0ffi7tltQGtiN[K9i0004�C8A41t1UlR7pEXAp�CiC1�0![7iAR34i020X�1Fx1C9i1i0EaixCilC7A�F1I'JigCffiitX 20 Civic Center Plaza ..... _.. _.r x, uarr w74gxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx x AUTHORIZED REPRESENTATIVE Santa Ana, CA 92702 USA ACUKU 25-5 (flVf) caroimurray 6776245 XX Insured: Fehr & Peers ,Associates, Inc. Policy Number: BKO1640723 Liability Coverage Enhancement — Architects And Engineers ENDORSEMENT THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: LIABILITY COVERAGE PART. 1. The following is added to paragraph 2 of SECTION II -- WHO IS AN INSURED: 1. if you are required to add another person or organization as an insured under this policy by a written contract or agreement which is in effect during the policy period, that person or organization is an insured. Such person or organization Is referred to in this Coverage Fart as an Additional Insured. However, such person or organization is not an insured with respect to any: (1) "Property damage "to: (a) Property owned, occupied or used by the Additional Insured; (b) Property rented, leased or loaned to, in the care, custody or control of, or over which physical control is being exercised for any purpose by the Additional insured; or (c) ""Your work" performed for the Additional Insured; (2) "Bodily injury" "property damage", "personal injury', "advertising injury" which is not caused in whole or in part by the negligent acts or omissions of any Named Insured, or the negligent acts or omissions of anyone directly or indirectly employed by a Named Insured or for whose acts a Named Insured may be liable; (3) `Bodily injury" "property damage', "personal Injury", or "advertising injury for which such person or organization has assumed liability in a contract or agreement, except for liability for damages that such person or organization would have in absence of the contract or agreement; or 2. The following is added prior to the final paragraph of SECTION II - WHO IS AN INSURED: You are an insured for your participation in any past or present "unnamed joint venture". However, you are not an insured if the "unnamed joint venture has: a. Direct employees; or b. Owns, rents, or leases any real or personal property. No other member or partner, or their spouses, of any past or present "unnamed joint venture" is an insured. This insurance is excess over any "other insurance" available to you for your participation in any past or present"unnamed joint venture". 3. The final paragraph of SECTION II — WHO IS AN INSURED is replaced by the following: No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture (except "unnamed join venture") or limited liability company this is not shown as a Named Insured in the Declarations. 4, Paragraph 2 of SECTION III — LIMITS OF LIABILITY is replaced by the following: (2). The General Aggregate Limit is that most we will pay at each of "your premises" listed in the Schedule of Premises and is the most we will pay at each of "your projects" for the sum of: a. (4) "Bodily injury", "property damage "personal injury" or "advertising injury arising out of any architect's, engineer's or surveyor's rendering of, or failure to render, any professional b. services, when such person or organization is an architect, engineer, or surveyor. Will 26 09 09 93 Includes copyrighted material of Insurance Services Office with its permission. Copyright, Insurance Services Offices, Inc., 2001 Damages under Section I. A. except damages because of "bodily injury" and "property damage" included in the "products completed operations hazard" and damage to premises rented to you or temporarily occupied by you with permission of the owner; and Medical payments under SECTION 1. B. Page l of 2 . The following is added to SECTION IV - CONDITIONS, 6. Other Insurance, a. Primary Insurance In addition, this insurance will be considered primary to, and non-contributory with, "other insurance" issued directly to a person or organization added as an additional insured under SECTION it. 2. 1., if you specifically agree, in that written contract or agreement, that this insurance must be primary to, and non-contributory with, such "other insurance". This insurance will then be applied as primary insurance for damages for "bodily injury", "property damage", "personal injury," or "advertising injury" to which this insurance applies and that are incurred by such person or organization, and we will not share those damages with such"other insurance 6. The following is added to SECTION IV — CONDITIONS. a. Transfer Of Rights Of Recovery Against Others Totts. We waive any right of recovery we may have against any person or organization added under SECTION 11.2.1., for payments we make because of injury or damage arising out of .your work" under the written contract or agreement with such person or organization, provided that the injury or damage occurs subsequent to the execution of that written contract or agreement. 7. The following are added to SECTION V — DEFINITIONS: "Unnamed joint venture" means any joint venture in which you are a member or partner where: a. Each and every one of your co -ventures in that joint venture is an architectural, engineering or surveyingfirm; and b. That joint venture is not named in the Liability Coverage Part Declarations. "Your premises" means any premises, site or location that you own or rent or lease from others. "Your project" Means any premises, site or location at, on, or in which "yourwork" isnot yet completed; and a. Means any premises, site or location at, on, or in which "your work" is not yet completed; and b. Does not include "your premises" or any location listed in the Schedule of Premises. All other terms of your policy remain the same. CUBF26 09 0903 Includes copyrighted material of Insurance Services Office with its permission. Page 2 of 2 Copyright, Insurance Services Offices. Inc., 2001