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AGR-7485 - ALEXANDER'S CONTRACT SERVICESDocuSign Envelope ID: ED5B4043-73DD-4250-B5DG-2702A4649CBE AGR-7485 os PROFESSIONAL SERVICES AGREEMENT [Meter Reading Services] THIS PROFESSIONAL SERVICES AGREEMENT' (the "Agreement") is made at Orange, California, on this 11 day of April , 2023 (the "Effective Date") by and between the CITY OF ORANGE, a municipal corporation ("City"), and ALEXANDER' S CONTRACT SERVICES LLC., a California limited liability company ("Contractor"), who agree as follows:. 1. Services. Subject to the terms and conditions set forth in this Agreement, Contractor shall provide to the reasonable satisfaction of City the services set forth in Exhibit "A," which is attached hereto and incorporated herein by reference. As a material inducement to City to enter into this Agreement, Contractor represents and warrants that it has thoroughly investigated and considered the scope of services and fully understands the difficulties and restrictions in performing the work.. The services which are the subject of this Agreement are not in the usual course of City's business and City relies on Contractor's representation that. it is independently engaged in the business of providing such services and is experienced in performing the work. Contractor shall perform all services in a manner reasonably satisfactory to City and in a manner in conformance with . the standards of quality normally observed by an entity providing such services to a municipal agency. All services provided shall conform to all federal, state and local laws, rules and regulations and to the best professional standards and practices. The terms and conditions set forth in this Agreement shall control over any terms and conditions in Exhibit "A to the' contrary. Jose Diaz, Water Manager ("City's. Project Manager"), shall be the person to whom Contractor will report for the performance of services hereunder: It is understood that Contractor's performance hereunder shall be under the supervision of City's Project. Manager (or his/her designee), that Contractor shall. coordinate its services hereunder with City's Project Manager to the extent required by City's Project Manager, and that all performances required hereunder by Contractor shall be performed to the satisfaction of City's Project Manager and the City Manager. 2. Compensation and Fees. a. Contractor's total compensation for all services performed under this Agreement, shall not exceed TWO HUNDRED TWENTY THOUSAND DOLLARS and 00/100 ($220,000.00) without the prior written authorization of City. b. The above compensation shall include all costs, including, but not limited to, all clerical, administrative, overhead, insurance, reproduction; telephone, travel, auto rental, subsistence and all related expenses. 3. Payment. a. As scheduled services are completed, Contractor shall submit to City an invoice for the services completed, authorized expenses and authorized .extra work actually performed or incurred. DocuSign Envelope ID: ED5B4043-73DD-4250-B5DC-2702A4649CBE b. All such invoices shall state the basis for the amount invoiced, including services. completed, the number of hours spent and any extra work performed. C. . City will pay Contractor the amount invoiced within thirty (30) days after the approval of the invoice. d. Payment shall constitute payment in full for all services, authorized costs and authorized extra work covered by that invoice. 4. Change Orders. No payment for extra services caused by a change in the scope or complexity of work, or for any other reason, shall be made unless and until such extra services and a price therefor, have been previously authorized in writing and approved by City as an amendment to this. Agreement. City's Project Manager is authorized to approve a reduction in the services to be performed and .compensation therefor. All amendments shall set forth the changes of work, extension of time, and/or adjustment of the compensation to be paid by City to Contractor and shall be signed by the City's Project Manager, City Manager or City Council, as applicable. 5. Licenses. Contractor represents that it and any subcontractors it may engage, possess any and all licenses which are required under state or federal law to perform the work contemplated by this Agreement and that Contractor and its subcontractors shall maintain all appropriate licenses, including a City of Orange business license, at its cost, during the performance of this Agreement. 6. Independent Contractor. At all times during the term of this Agreement, Contractor shall be an independent contractor and not an employee of City. City shall have the right to control Contractor only insofar as the result of Contractor's services rendered pursuant to this Agreement. City shall not. have the right to control the means by which Contractor accomplishes services rendered pursuant to this Agreement. Contractor shall, at its sole cost and expense, furnish all facilities, materials and equipment which may be required for furnishing services pursuant to this Agreement.. Contractor shall be solely responsible for, and shall indemnify, defend and save City harmless from all matters relating .to the payment of its subcontractors, agents and employees, including compliance with social security withholding and all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever. Contractor acknowledges that it and any subcontractors, agents or employees employed by. Contractor shall not, under any circumstances, be considered employees of City, and that they shall not be entitled to any of the benefits or rights afforded employees of City, including, but not limited to, sick leave, vacation leave, holiday pay, Public Employees Retirement System benefits, or health, life, dental, long-term disability or workers' compensation insurance benefits. 7. Contractor Not Agent. Except as City may specify in writing, Contractor shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Contractor shall have no authority, express or implied, to bind City to any obligation whatsoever. . 8. Designated. Persons. Only those qualified persons authorized by City's Project Manager, or as designated in Exhibit "A," shall perform work provided for under this Agreement. 2 DocuSign Envelope ID: ED5B4043-73DD-4250-B5DC-2702A4649CBE It is understood by the parties that clerical and other nonprofessional work may be performed by persons other than those designated. 9. Assignment or Subcontracting. No assignment or subcontracting by Contractor of any part of this Agreement or of funds to be received under this Agreement shall be of any force or effect. unless the assignment has the prior written approval of City. City may terminate this Agreement rather than accept any proposed assignment or subcontracting. Such assignment or subcontracting may be approved by the City Manager or his/her designee. 10.. Time of Completion. Except as otherwise specified in Exhibit "A," Contractor shall commence the work provided for in this Agreement within five (5) days of the Effective Date of this Agreement and diligently prosecute completion of the work. 11. Time Is of the Essence. Time is of the essence in this Agreement. Contractor shall do all things necessary and incidental to the prosecution of Contractor's work. 12. Reserved. 13. Delays and Extensions of Time. 'Contractor's sole remedy for delays outside its control, other than those delays caused by City, shall be an extension of time. No matter what the cause of the delay, Contractor must document any delay and request an extension of time in writing at the time. of the delay to the satisfaction of City. Any extensions granted shall be limited to the length of the delay outside Contractor's control. If Contractor believes that delays caused by City will cause it to incur additional costs, it must specify, in writing, why the delay has caused additional costs to be incurred and the exact amount of such cost at the time the delay occurs. No additional costs can be paid that exceed the not to exceed amount stated in Section 2.a, above, absent a written amendment to this Agreement. 14. Products of Contractor. The documents, .studies, evaluations, assessments, reports, plans, citations, materials, manuals, technical data, logs, files, designs and other products produced or provided by Contractor for this Agreement shall become the property of.City upon receipt. Contractor shall deliver all such products to City prior to payment for same. City may use, reuse or otherwise utilize such products without restriction. 15. Equal Employment Opportunity. During the performance of this Agreement, Contractor agrees as follows: a. Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, mental or physical disability, or any other basis prohibited by applicable law. Contractor shall ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, national origin, mental or physical disability, or any other basis prohibited by applicable law. Such actions shall include, but not be limited to the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training, including apprenticeship. Contractor agrees to post in DocuSign Envelope ID: ED5B4043-73DD-4250-B5DG-2702A4649GBE conspicuous places, available to employees and applicants for employment, a notice setting forth provisions of this non-discrimination clause. b. Contractor shall, in all solicitations and advertisements, for employees placed by, or on behalf of Contractor, state that all qualified. applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, mental or physical disability, or any other basis prohibited by applicable law. C. Contractor shall cause the foregoing paragraphs (a) and (b) to be inserted in all subcontracts for any work covered by this Agreement, provided that the foregoing provisions shall not apply to subcontracts for standard commercial supplies or raw materials. 16. Conflicts of Interest. Contractor agrees that it shall not make, participate in the making, or in any way attempt to use its position as a consultant to influence any decision of City in which Contractor knows or has reason to know that Contractor, its officers, partners, or employees have a financial interest as defined in Section 87103 of the Government Code. Contractor further agrees that it shall not be eligible to work as the designibuild firm for the project that is the subject of this Agreement. 17. Indemnity. a. To the fullest, extent permitted by law, Contractor agrees to indemnify, defend- and hold City, its City Council and each member thereof, and the officers, officials, agents and employees of City (collectively the "Indemnitees") entirely harmless from all liability arising out of: (1) Any and all claims under workers'- compensation acts and other employee benefit acts with respect to Contractor's employees or Contractor's subcontractor's employees arising out of Contractor's work under this Agreement,. including any and all claims under any law pertaining to Contractor or its employees' status as an independent contractor and any and all claims under Labor Code section 1720 related to the payment of prevailing wages for public works projects; and (2) Any claim, loss, injury to or death of persons or damage to property caused by any act, neglect, default, or omission other than a professional act or omission of Contractor, or person, firm or corporation employed by Contractor, either directly or by independent contract, including all damages due to loss or theft sustained by any person, firm or corporation including the Indemnitees, or any of them, arising out of, or in any way connected with the work or services which are the subject of this Agreement, including injury or damage either on or off City's property; but not for any loss, injury, death or damage caused by the active negligence or willful misconduct of City. Contractor, at its own expense, cost and risk, shall indemnify any and all claims, actions, suits or other proceedings that may be brought or instituted against the Indemnitees on any such claim or liability covered by this subparagraph, and shall pay or satisfy any judgment that may be rendered against the Indemnitees, or any of them, in any action, suit or other proceedings as a result of coverage under this subparagraph. 4 DocuSlgn Envelope ID: ED5B4043-73DD-4250-B5DC-2702A4649CBE b. To the fullest extent permitted by law, and as limited by California Civil Code 2782.8, Contractor agrees to indemnify and hold Indemnitees harmless from all liability arising out of any claim, loss, injury to or death of persons or damage to property to the extent caused by its negligent professional act or omission in the performance of professional services pursuant to this Agreement. C. Except for the Indemnitees, the indemnifications provided in this . ' Agreement shall not be construed to extend any third party indemnification rights of any kind to any person or entity which is not a signatory to this Agreement. d. The indemnities set forth in this section shall survive any closing, rescission, or termination of this Agreement, and shall continue to be binding and in full force and effect in perpetuity with respect to Contractor and its successors. 18. Insurance. a. Contractor shall carry workers' compensation insurance as required by law for the protection of its employees during the progress of the work. Contractor understands that it is an independent contractor and not entitled to any workers' compensation benefits under any City program. b. Contractor shall maintain during the life of this Agreement the following minimum amount of comprehensive general liability insurance or commercial general liability insurance: the greater of (1) One Million Dollars ($1,000,000) per occurrence; or (2) all the insurance coverage and/or limits carried by or available to Contractor. Said insurance shall cover bodily injury, death and property damage and be written on an occurrence basis. C. Contractor shall maintain during the life of this Agreement, the following minimum amount of automotive liability insurance: the greater of (1) a combined single limit of One Million Dollars ($1,000,000); or (2) all the insurance coverage and/or limits carried by or available to Contractor. Said insurance shall cover bodily injury, death and property damage for all owned, non -owned and hired vehicles and be written on an occurrence basis., d. Any insurance proceeds in excess of or broader than the minimum required coverage and/or minimum required limits which are applicable to a given loss shall be available to City. No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of Contractor under this Agreement. e. Each policy of general liability and automotive liability shall provide that City, its officers, officials, agents, and employees are declared to be additional insureds under the terms of the policy, but only with respect to the work performed by Contractor under this Agreement. A policy endorsement to that effect shall be provided to City along with the certificate of insurance. In lieu.of an endorsement, City will accept a copy of the policy(ies) which evidences that City is an additional insured as a contracting party. The minimum coverage required by Subsection 18.b and c, above, shall apply to City as an additional insured..Any umbrella liability DocuSign Envelope ID: ED5B4043-73DD-4250-B5DC-2702A4649CBE insurance that is provided as part of the general or automobile liability minimums set forth herein shall be maintained for the duration of the Agreement. f. Reserved. g. The insurance policies maintained by Contractor shall be primary insurance and no insurance held or owned by City shall be called upon to cover any loss under the policy. Contractor will determine its own needs in procurement of insurance to cover liabilities other than as stated above. h. Before Contractor performs any work or prepares or delivers°any materials, Contractor shall furnish certificates of insurance . and endorsements, as required by City, evidencing the aforementioned minimum insurance coverages on forms acceptable to City, which shall provide that the insurance in force will not be canceled or allowed to lapse without at least ten (10) days' prior written notice to City. is Except for professional liability insurance coverage that may be required by this Agreement, all insurance maintained by Contractor shall be issued by companies admitted to conduct the pertinent line of insurance business in California and having a rating of Grade A or better and Class VII or better by the latest edition of Best Key Rating Guide. In .the case of professional liability insurance. coverage, such coverage shall be issued by companies either licensed or admitted to conduct business in California so long as such insurer possesses the aforementioned Best rating. j Contractor shall immediately notify City if any required insurance lapses or is otherwise modified and cease performance of this Agreement unless otherwise directed by City. In such a case, City may procure insurance or self -insure the risk and charge Contractor for such costs and any and all damages resulting therefrom, by- way of set-off from any sums owed Contractor. k. Contractor agrees that in the event of loss due to any of the perils for which it has agreed to provide insurance, Contractor shall look solely to its insurance for recovery. Contractor hereby grants to City, on behalf of any insurer providing insurance to either Contractor or City with respect to the services of Contractor herein, a waiver of any right to subrogation which any such insurer may acquire against City by virtue of the payment of any loss under such insurance. 1. Contractor shall include all subcontractors, if any, as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor to City for review and approval. All coverages for subcontractors shall be subject to all of the requirements stated herein. 19. Termination. City may for any reason terminate this Agreement by giving Contractor not less than five (5) days' written notice of_intent to terminate. Upon receipt of such notice, Contractor shall immediately cease work, unless the notice from City provides otherwise. Upon the termination of this Agreement, City shall pay Contractor for services satisfactorily DocuSign Envelope ID: ED5B4043-73DD-4250-B5DC-2702A4649CBE provided and all allowable reimbursements incurred to the date. of termination in compliance with this Agreement, unless termination by City shall be for cause, in which event City may withhold any disputed compensation. City shall not be liable for any claim of lost profits. 20. Maintenance and Inspection of Records. In accordance with generally accepted accounting principles, Contractor and its . subcontractors shall maintain reasonably full and complete books, documents, papers, accounting records, and other information (collectively, the "records") pertaining to the costs of and completion of services performed under this Agreement. City and its authorized representatives shall have access to and the right to audit and reproduce any of Contractor's records regarding the services provided under this Agreement. Contractor shall maintain all such records for a period of at least three (3) years after termination or completion of this Agreement. Contractor agrees to make available all such records for inspection or audit at its offices during normal business hours and upon three (3) days' notice from City; and copies thereof shall be furnished if requested. 21. Compliance with all Laws/Immigration Laws. a. Contractor shall be knowledgeable of and comply with all local, state and federal laws which may apply to the performance of this Agreement. b. If the work provided for in this Agreement constitutes a "public works," as that term is defined in Section 1720 of the California Labor Code, for which prevailing wages must be paid, to the extent Contractor's employees will perform any work that falls within any of the classifications for which the Department of Labor Relations of the State of California promulgates prevailing wage determinations, Contractor hereby agrees that it, and any subcontractor under it, shall pay not less than the specified prevailing rates of wages to all such workers. The general prevailing wage determinations for crafts can be located on the website of the Department of Industrial Relations (www.dir.ca.gov/DLSR). Additionally, to perform work under this Contract, Contractor must meet all State registration requirements and criteria, including project compliance monitoring. c. Contractor. represents and warrants that it:- (1) Has complied and shall at all times during the term of this Agreement comply, in all respects, with all immigration laws, regulations, statutes, rules, codes, and orders, including, without limitation, the Immigration Reform and Control Act of 1986 (IRCA); and (2) Has not and will not knowingly employ any individual to perform services under this Agreement who is ineligible to work in the United States or under the terms of this Agreement; and (3) Has properly maintained, and shall. at all times during the term of this Agreement properly maintain, all .related employment documentation records including, without limitation, the completion and maintenance of the Form I-9 for each of Contractor's employees; and 7 DocuSign Envelope ID: ED5B4043-73DD-4250-B5DC-2702A4649CBE (4) Has responded, and shall at all times during the term of this Agreement. respond, in a timely fashion to any government inspection requests relating to immigration law compliance and/or Form I-9 compliance and/or worksite enforcement by the Department of Homeland Security, `the Department of Labor, or the Social Security Administration. d. Contractor shall require all subcontractors or subconsultants to make the same representations and warranties as set forth in Subsection 21.c. e. Contractor shall, upon request of City, provide a list of all employees working under this Agreement and shall provide, to the reasonable satisfaction of City, verification that all such employees are eligible to work in the United States. All costs associated with such verification shall be borne by Contractor. Once such request has been made, Contractor may not change employees working under this Agreement without written notice to City, accompanied by the verification required herein for such employees. L Contractor shall require all subcontractors or sub -consultants -to make the same verification as set forth in Subsection 2Le. g. If Contractor or subcontractor knowingly employs an employee providing work under this Agreement who is not authorized. to work in the United States, and/or fails to follow federal laws to, determine the status of such employee, that shall constitute a material breach of this Agreement and may be cause for immediate termination of this Agreement by City. h. Contractor agrees to indemnify, and hold City, its officers, officials, agents and employees harmless for, of and from 'any loss, including but not limited to fines, penalties. and corrective measures City may sustain by reason of Contractor's failure to comply with said laws, rules and regulations in connection with the performance of this Agreement. 22. Governing Law and Venue. This Agreement shall be construed in accordance with and governed by the .laws of the State of California and Contractor agrees to submit to the jurisdiction of California courts. Venue -for any dispute arising under this Agreement shall be in Orange County, California. 23. Integration. This Agreement constitutes the entire agreement of the parties. No other agreement, oral .or written, pertaining to the work to be performed under this Agreement shall be of any force or effect unless it is in writing and signed by both parties. Any work performed which is inconsistent with or in violation of the 'provisions of this Agreement shall not be compensated. 24. Notice. Except as otherwise provided herein, all notices required under this Agreement shall be in writing and delivered personally, by e-mail, or by first class U.S. mail, postage prepaid, to each party at the address listed below. Either party may change the notice address by notifying the other party in writing. Notices shall be deemed received upon receipt of 8 DocuSign Envelope ID: ED5B4043-73DD-4250-B5DC-2702A4649CBE same or within three (3) days of deposit in the U.S. Mail, whichever is earlier. Notices sent by e- 'mail shall be deemed received on the date of the e-mail transmission. "CONTRACTOR'' "CITY" Alexander's Contract Services LLC City of Orange 8655 Morro Road, Suite C 300 E. Chapman Avenue Atascadero, CA 93422 Orange, CA 92866-1591 Attn.: Bill, VanWagoner Attn.: Jose M. Diaz Telephone: (805) 461-3458 Telephoner (714) 288-2475 ,E-Mail: billv@alexander-co.com . ' E-Mail:. jdiaz@cityoforange.org 25.. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures transmitted via facsimile and electronic mail shall have the same effect as. original signatures. [Remainder of page intentionally left blank; signatures on next page] 1 9 DocuSign Envelope ID: ED5B4043-73DD-4250-B5DC-2702A4649CBE IN WITNESS of thisAgreement, the parties have entered into this Agreement as of the . year and day first above written. "CONTRACTOR" "CITY" ALEXANDER'S CONTRACT SERVICES LLC CITY OF ORANGE, a municipal corporation. a California limite4 ty.. company DocnSigned by: By. �1,p By. PAUa X S Printed Name: n e Daniel R. Slater, Mayor DocuSigned by: *By. CHRIS MOLINA Printed Name: ' Title: CFO/COO ATTEST: DocuSigned by: ,,t.Inln,iFtV CblMn.o , DEPUTY FOR Pamela Coleman, City Clerk APPROVED AS TO FORM: DocuSigned by: Mary E. Binning, City Attorney *NOTE: City requires the following signature(s) on behalf of the Contractor: -- (1) the Chairman of the Board, the President or a Vice -President, AND (2) the Secretary, the Chief Financial Officer, the Treasurer, an Assistant Secretary or an Assistant Treasurer. If only one corporate officer exists or one corporate officer holds more than one corporate office, please so indicate. OR -- The corporate officer named in a corporate resolution as authorized to enter into this Agreement. A copy of the corporate resolution, certified by the Secretary close in time to the execution of the Agreement, must be provided to City. 10 DocuSign Envelope ID: ED5B4043-73DD-4250-B5DC-2702A4649CBE EXHIBIT "A" SCOPE OF SERVICES [Beneath this sheet.] DocuSign Envelope ID: ED5B4043-73DD-4250-B5DC-2702A4649CBE mitmi ulers Contract Services, Inc. �— ~ To: Sonny Tran — City of Orange —Water Division From: Bill Van Wagoner —Alexander's Contract Services, Inc. Date: March 28, 2023 - Subject: Contract Meter Reading Quote Thank you for the opportunity of allowing Alexander's Contract Services to provide a quote for your meter reading requirements. For over 55 years, ACS has provided the highest level of professional meter reading services and products for water utilities. 'Below is a breakdown of the costs and responsibilities associated with the project at the City of Orange, CA: Manual Monthly Meter Reading: One-time account setup fee: $6,500.0.0 (RM 4.0 file configuration set-up and test,. File merge programming requirements for RF and Manual read accounts as discussed in the Orange/ACS Technical meeting held on March 15th by Zoom call) Monthly Base Fee: N/C Monthly Meter Reads: $1.03 per meter (Rate is based upon the current IRWD rate and will be subject to change at the end of the current year Term at IRWD) Certified Read Photos for Negative, Maintenance, Unread w/Notes;and Double Highs: Included at No Charge per meter Certified Read Photos for Low, Zero and High reads: Additional fees each at $.50 per meter read (if requested by Client) Alexander's Contract Services Provides: - Meter Readers from the ACS local crew to read the City of Orange meters - Reading of all City of Orange water meters using ACS equipment and software on a monthly basis - ACS provides their own transportation, Insurance, Uniforms, Tools and Equipment necessary to read meters - Read schedule and Routes to be agreed between ACS and the City of Orange. —City of Orange management and staff allowed secure access to RM 4.0 Cloud Web -Server Reports and Features . - ACS will provide training to the Operators, Billing Clerks and Managers regarding the ACS RM 4.0 meter reading . system/reports. - ACS IT and Project Management development of transparent interface and testing of the input and output files associated with existing City of Orange billing system. - ACS crews provides completed and on -time reads to allow the City of Orange to create compatible Billing File daily. City of Orange Provides: - Billing and Read File definition of accounts (to be read) and monthly creation for use by ACS meter readers - Monthly/Daily Upload of read file 2-3 days prior to scheduled reading of meters - Monthly/Daily import of read file into City of Orange Billing system. - Regular contact to ACS Supervisor regarding processes, operations and issues. - Assistance to the ACS Supervisor regarding "hard to locate" meters within -the read system. . Approvals: For City of Orange, CA For Alexander's Contract Services Inc. Date Date Authorized Signature Authorized Signature Name (Please Print) Title Name (Please Print) Title Alexander's Contract Services • 8655 Morro Road, Suite C, Atascadero, CA 93422 • 805-461-3458 DocuSign Envelope ID: ED5B4043-73DD-4250-B5DC-2702A4649CBE AGREEMENT FOR, SERVICES OF INDEPENDENT CONTMUO-R WATER METER READING - THIS AGREEMENT FOR SERVICES OF INDEPENDENT CONTRACTOR —WATER METER READING (hereinafter referred to as "Agreement") is made by and between the Irvine Ranch Water District (hereinafter referred to as "District") and Alexander's Contract Services, Inc., having a principal place of business at 8655 Morro Rd. Ste. "C', Atascadero, CA 93422 (hereinafter referred to as "Contractor"), with reference to the following Recitals: RECITALS A. District desires to retain professional services to perform water meter reading services within the District (the "Services") as referenced in this Agreement. B. Contractor is currently providing District with Services. C. District desires to engage Contractor to provide Services by reason of its qualifications and experience in performing such Services, and Contractor has offered to provide the Services according to the terms and in the manner set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the parties agree as follows: 1. DESIGNATED REPRESENTATIVES. Derrien Cotton, Customer Service Manager, is the authorized representative.of District. Mark Hibshman CEO is the authorized representative of Contractor. Changes in designated representatives shall be made only after advance written notices to the other party. 2. NOTICES. Each party shall give any notice or consent required or permitted to be given under this Agreement in -writing, by first-class mail, postage prepaid, or otherwise delivered as follows: District: Irvine Ranch Water District 15600 Sand Canyon Ave. Irvine, CA 92618 Attn: Derrien Cotton Facsimile: (888) 514-8350 CONTRACTOR: Alexander's Contract Services 8655 Morro Road, Ste. C Atascadero, CA 93422 Attn: Mark Hibshman Facsimile: (805)461-1263 or at such other address or to such other person that the party may from.1time to time designate. Notices and consents under this section, which are sent by mail, shall be deemed to be received five (5) days following their deposit in the U.S. mail. 3. SCOPE OF WORK. Throughout the Term of this Agreement, the parties shall have the following rights and responsibilities: 16696529.1 DocuSign Envelope ID: ED5B4043-73DD-4250-B5DC-2702A4649CBE A. Contractor shall:° 1. Perform activities required to perform the Services for all water meters located in or served by District, whether now existing or hereafter installed, during the Term of this Agreement or any extension hereof, including, but not limited to, any activity required to assist with the development of adequate meter routes, train meter readers and modify. and or configure computer programs. Contractor acknowledges that the service area of the District is subject to change. 21. Provide and, maintain for the meter readers all equipment necessary to perform the Services. . 3. Deliver meter reads via a personalized webpage or any other medium agreed by the Parties to. the District. 4. As required operationally, re -sequence meter routes -as needed in coordination with the District's Customer Service Supervisor. Meter routes in the process of being re- ' sequenced may be read outside -the normal reading schedule following Contractor's notification of such schedule modification to the District. 5. Provide, initially, the Services for existing meter reading cycles. There shall be no change in number of meter reading cycles without the prior consent of District and Contractor. 6. Ensure that meter reading equipment and files are compatible with Microsoft Windows based operating systems. 7. _ Notify the District of any hazardous conditions requiring immediate attention (i.e. broken water meter box lids or any other sidewalk "trip" hazards, broken meters, water bubbling up in sidewalk, gutter or street that could possibly be a water line break) on the same day that the Contractor observes such conditions. S. Report to District, following its attempted read, any damaged meters, damaged meter boxes an leaking meters, or any other repairs that need to be made by District. The District will be responsible for all impossible reads and suspicious reads defined as reads that are physically hard to obtain due to obstruction or hazardous situations. that were, in fact, correct. Contractor shall be excused from compliance with the performance criteria identified in this Agreement if its failure to comply resulted from uncontrollable forces that prevent physical access to the meters. 9. At all times, employ, only competent readers, experienced or well trained in the task being performed, who are familiar with meter locations. Contractor shall continuously oversee the activities of such readers. At the District's written request, and based upon reasonable evidence, Contractor shall immediately remove and replace any incompetent, careless or negligent readers. B. District shall: 1. Provide Contractor with the right to read all water meters located in or served by the District, whether now existing or hereafter installed, during the Term of this Agreement or any extension hereof. 2. Provide Contractor with reasonable assistance in training of the meter readers to perform the Services, including but.not limited to, allowing the meter readers to accompany District meter readers to learn the location of the water meters. 3. Provide Contractor with any changes that occur on District meters, including but not limited to, water meter additions, changes or:substitutes and changes in location and Instruction Codes through personalized web_ pages or any other medium agreed by the parties. 4. Maintain all meters and meter enclosures in reasonable repair and condition sufficient to permit Contractor to perform the Services without undue danger or hardship. 5. Provide Contractor with all Customer Access Keys necessary for Contractor to perform the Services. 16696529.1 DocuSign.Envelope ID: ED5B4043-73DD-4250-B5DC-2702A4649CBE 4. COMPENSATION OF CONTRACTOR. A. The District shall pay for the Services for manually read meters that are read by the contractor as follows: - o July 1, 2020 - June 30,2021 = One Dollar ($1.00) per meter •- July 1., 2021 = June 30, 2022 = One Dollar and One Cent ($1.01) per meter • July 1, 2022 — June 30, 2025 = One Dollar and Three Cents ($1.03) per meter B. If District desires contractor to provide field activity services, a Flat charge of Seven Dollars and Seventy -Nine Cents ($7.79) will be charged by contractor. _ C. The District will not be charged for additional attempts to read a meter not readily available to Contractor on the first attempt,_ for meters not found by the Contractor on the first attempt, or for re -reads of meters to verify accuracy or correct errors. D. The per meter charge referenced will remain at the specified rates in this section 4a through the Term of the Agreement. If fuel prices exceed $5.50 per gallon for regular unleaded gasoline for more than six months, the fuel surcharge will be as follows: $5.50 - $6.00 a 1 % price increase to all services. $6.01 - $6.50 a 2% price increase to all services $6.51 —'and above a 3% price increase to all services E. Contractor shall send monthly invoices to the District via email at the completion of reading all meters within the service area for that month.. District shall review each invoice submitted by Contractor to determine whether it accurately reflects the Services performed and otherwise complies with this Agreement. In the event no charges are disputed, District shall approve and pay the invoice within thirty (30) days of its receipt of the invoice. In the event District disputes, any charge it shall return the original invoice to Contractor for correction and resubmission; however, the undisputed amount shall be paid as indicated above. F. The District's payments to Contractor will_be full compensation for all personnel, materials, supplies, and equipment used in carrying out the Services, and, the District shall pay no other amounts. G. The District's payment of an invoice will not constitute its acceptance of defective Services, and District's failure to discover or object to any unsatisfactory Services or billing prior to payment will not constitute a waiver of District's right to: 1. Require Contractor to correct such work or billings; or 2. Seek any other legal remedy. H. District may withhold, or on account of subsequently discovered evidence nullify, the whole or a part of any payment to such extent as. may be necessary to protect District from loss, including costs and attorneys' fees, on account of (1) defective or deficient work product not remedied;' (2) subsequently discovered errors in invoices previously paid; (3) Third party claims filed or reasonable evidence indicating probable filing of a claim.or claims; or (4) Contractor's failure to adhere to the schedules or to achieve sufficient progress in performing the Services for the Contractor to be likely to achieve timely completion. 16696529.1 DocuSign.Envelope ID: ED5B4043-73DD-4250-B5DC-2702A4649CBE 5. TERM. The Term of this Agreement is five years commencing on July 1, 2020 ("Commencement Date") unless otherwise directed by District or unless earlier terminated as provided in this Agreement. The Agreement maybe renewed for additional periods of time with 30 days written notice by District prior to contract termination date, in the form of an "Amendment" to the original contract executed by the parties. 6. EQUIPMENT. Contractor will provide all of the necessary vehicles, computerized meter reading equipment, and Alexander's software necessary to read all of the District's meters and to process the resulting readings for the District's billing computer. Contractor Is familiar with the District's billing equipment and software input requirements and agrees that the meter readings can be provided in a format acceptable to the existing software and equipment. 7. METER READING RATE OF ERROR. Contractor represents that the error rate for each meter reading monthly cycle will not exceed 2% of the total number of manual meters read during the cycle. Upon notice from the District, Contractor will take all steps necessary to correct any error and to report the corrected reading to the District in a timely manner. 8. ACCESS TO METERS. Contractor will identify and report in writing to the District, at no additional charge, at the time the results of meter reading are reported to the District, all of the meters which Contractor is. unable to read or meters that are unusually difficult to read for any reason whatsoever. The report may include, but is not limited to,, instances where access to meters was denied or was made impossible because of the location of vehicles or equipment parked nearby, or where other obstacles were placed over or near the meter or a meter may have been paved over. A5 of the Commencement Date, Contractor is not aware of any water meters within the District that are not readable. Contractor shall attempt tore -read any meters that have:been temporarily obstructed. Any meters that Contractor cannot read, after more than. two (2) attempts within the reading cycle, will be read by the District after Contractor has reported making such attempts. Contractor shall.. have no responsibility to read such meters.until the District has provided normal access. 9. NOTEIMAINTENANCE REPORT. Contractor will supply the District, as part of the Services, with a current computer -generated list of any maintenance to the District's water system which, in the opinion of Contractor, needs to be performed by the District to permit Contractor to perform. this Agreement and the Services in a timely and accurate manner. Contractor represents that it is familiar with the District's distribution systems and equipment as of the Commencement Date, and that the condition of the system will not prevent Contractor from a timely performance hereunder. 10. CUSTOMER COMPLAINTS. In the event that the District receives complaints or inquiries from its customers concerning meter readings, Contractor agrees to cooperate with the District and will take all necessary steps to furnish information to the District, at no additional charge, to assist in the District's responses. 11. STATUS OF CONTRACTOR. A. Contractor is and shall at all times remain a wholly independent contractor.and not an officer, employee or agent of District. Contractor shall have no authority to bind District in any manner, nor to incur any obligation, debt or liability of any kind on behalf of or against District, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by District. 16696529,1 DocuSign Envelope ID: ED5B4043-73DD-4250-B5DC-2702A4649CBE B. Contractor's personnel performing the Services under this Agreement shall at all times be under Contractor's exclusive direction and control. Neither District, nor any elected or appointed boards, officers, officials, employees or agents of District, shall have control over the conduct of Contractor or any of Contractor's officers, employees or agents, except as set forth in this Agreement. Contractor shall not at any time or in any manner represent that Contractor or any of Contractor's officers, employees, subcontractors, or agents are in any manner officials, officers, employees or agents of District. C. Neither Contractor, nor any of Contractor's officers, employees, subcontractors, or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to District's employees. Contractor expressly waives any claim it may have to any such rights. 12. PERFORMANCE STANDARDS. A. Compliance with laws. Contractor shall (and shall cause its agents and contractors), at its sole cost and expense, to comply with all District, Local, County, State and Federal ordinances, regulations and statutes now in force or which may hereafter be in force with regard to the Services and this Agreement. The judgment of any court of competent jurisdiction, or the admission of Contractor in any action or proceeding against Contractor, whether District be a party thereto or not, that Contractor has violated any such ordinance or statute, shall be conclusive of that fact as between Contractor and District. Any corrections to Contractor's equipment which become necessary as a result of the Contractor's failure to comply with these requirements shall be made at the Contractor's expense. B. Standard of Performance. Contractor represents that it has the skills, expertise, and licenses/permits necessary to perform the Services required under this Agreement. Accordingly, Contractor shall perform all such Services in the manner and according to the standards observed by a competent practitioner of the same profession in which Contractor is engaged. All products which Contractor delivers to District pursuant to this Agreement shall conform to the standards of quality normally observed by a person practicing in Contractor's profession. Contractor shall correct or revise any errors or omissions at District's request without additional compensation. Contractor shall obtain and maintain all permits and/or licenses required for performance of the Agreement and the Services without additional compensation throughout the Term of this Agreement. 13. FAMILIARITY WITH SERVICES TO BE PERFORMED. By executing this Agreement, Contractor represents that Contractor (a) has thoroughly investigated and considered the Services to be performed; (b) has carefully considered how the Services should be performed; (c) fully understands the difficulties and restrictions attending performance of the Services under this Agreement; and (d) that the amount of compensation is adequate for the Services to be performed by Contractor. 14. INSURANCE. A. Contractor shall procure and maintain, with insurance companies authorized to do business in the State of California and assigned an A.M. Best's rating of no less than A -(IX), the following insurance coverage, written on the ISO form shown below (or equivalent) at the limits of liability specified for each: Commercial General Liability Insurance $1,000;000i00,per occurrence (ISO Form CG 0001 11/85) $$ 2 000:000 00 in the aggregate 16696529.I DocuSign Envelope ID: E05B4043-73DD-4250-B5DC-2702A4649CBE Commercial Automobile Liability Insurance $ 1;000:000.00.per claimant and $1;000,000:00;per incident in the aQafdd—Mg (ISO Form CA 0001 12/90) Workers' Compensation Insurance Statutory Employer's Liability Insurancel"J.000.000 00`policy limit B. The Commercial General and Commercial Automobile liability policies shall be endorsed to include the following: (1) District, its officers, directors, employees and agents shall be named as Additional Insured under ISO Form CO 201011/85 or its equivalent; and (2)'The coverage afforded District shall be primary and non-contributing with any other insurance maintained by District. (3) If not covered separately under a business automobile liability policy, the general liability policy shall also be endorsed to include non -owned and hired automobile liability; C. Prior to the Commencement Date, Contractor shall provide District with Certificates of Insurance evidencing compliance with the foregoing requirements, accompanied by copies of the required endorsements. Certificates of Insurance for automobile liability, and workers' Compensation/ employer's liability shall specify that the insurer shall give District an unqualified . thirty (30) days advance written notice by the insurer prior to any cancellation of the policy. D. All insurance coverage required hereunder shall be kept in full force and effect for the term of this Agreement. Professional liability insurance shall be maintained for an additional, uninterrupted period of three (3) years after termination of this agreement, provided such Insurance is commercially available at rates reasonably comparable to those currently in .effect. Certificates of Insurance evidencing renewal of the required coverage shall be provided within ten (10) days of the expiration of any policy at any time during the period such policy is required to be maintained by Contractor hereunder. Any failure to comply with this requirement shall constitute a material breach of this Agreement. 15. INDEMNIFICATION. A. Contractor shall defend (with counsel selected by Contractor and reasonably acceptable to District), Indemnify, protect and hold the District and Its Directors, officials, agents, officers and employees harmless from and against any and all claims asserted or liability established for damages or injuries to any person or property, including, but not limited to, injury to the Contractor's employees, agents or officers which arise from or are connected with or are caused or claimed to be caused by the acts or omissions of the Contractor, and its agents, officers; directors or employees, in performing Services under this Agreement, and all expenses of investigating and defending against same; provided, however, the Contractor's duty to indemnify and hold harmless shall not include any claims or liability arising from the proven sole negligence or willful misconduct of the District, its agents, officers or employees. B. Contractor shall defend (with counsel selected by Contractor and reasonably acceptable to. District) and indemnify the District and its Directors, officers, employees and agents for all actions of the Contractor associated with the Contractor's failure to comply with prevailing wage laws and other obligations of Contractor required by law and this Agreement. C. Contractor shall defend (with counsel selected by Contractor and reasonably acceptable to District) and indemnify District and its Directors, officers, employees and agents for any fines or 16696529.1 DocuSign Envelope ID: ED5B4043=73DD-4250-B5DC-2702A4649CBE penalties imposed on District for Contractor's failure to comply with California law and the obligations of Contractor referenced in this Agreement. D. Neither termination of this Agreement nor completion of the Services under this Agreement shall release Contractor from its obligations referenced in subsections A, 8 and C above, as to any claims, so long as the event upon which such claims is predicated shall have occurred prior to the effective date of any such termination or completion and arose out of or was in any way connected with the Services referenced in this Agreement provided by Contractor, its employees, agents or contractors, or the employee, agent or contractorof any one of there. E. Submission of insurance certificates or submission of other proof of compliance with the insurance requirements in the Agreement does not relieve Contractor from liability referenced in subsection A, above. The obligations of this article shall apply whether or not such insurance policies shall have been determined to be applicable to any of such damages or. claims for damages. 16. TAXES. Contractor shall pay all taxes, assessments and premiums under the federal Social Security Act, any applicable unemployment insurance contributions, Workers Compensation insurance premiums, sales taxes, use taxes, personal property taxes, or other taxes or assessments now or hereafter in effect and payable by reason of or in connection with the Services. 17. CONFLICT OF INTEREST. Contractor covenants that Contractor presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner, or degree with the performance of Services required to be performed under the Agreement. Contractor further covenants. that in the performance of this Agreement, no person having any such interest shall be -employed by Contractor. 16. RESPONSIBILITIES OF DISTRICT. District shall provide all information reasonably necessary for Contractor to perform the Services provided. in this Agreement. 19. RECORDS, AUDIT AND REVIEW. Contractor shall keep such business records pursuant to this Agreement as would be kept by a reasonably prudent practitioner of Contractor's profession and shall maintain such records for at least four (4) years following the termination of this Agreement. All accounting records shall be kept in accordance with generally accepted accounting practices. District shall have the right to audit and review all such documents and records at any time during Contractor's regular business hours or upon reasonable notice. 201 PERSONNEL. The Contractor represents that it has, or will secure at its own expense, all personnel required to perform the Services under this Agreement. All of the Services required hereunder will be performed by the Contractor or under Contractor's_ supervision, and all personnel engaged, in the work shall be qualified to perform such Services: 21. NONEXCLUSIVE AGREEMENT. Contractor understands that this is not an exclusive Agreement and that District shall have the right to negotiate with and enter into contracts with others providing the same or similar Services as those provided by Contractor as the District desires. 2.2. ASSIGNMENT. Contractor shall not assign any of its rights nor transfer any of its obligations under this Agreement without the prior written consent of District, and. any attempt to so' assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. 16696529.1 DocuSign Envelope ID: ED5B4043-73DD-4250-B5DC-2702A4649CBE 23. TERMINATION. A. This Agreement may be terminated by the District if (1) Contractor fails to perform satisfactorily any of the terms and conditions of the Agreement and (2) Contractor thereafter fails to satisfactorily perform within ten (10) days of receipt of written notice from the District specifying the manner in which Contractor has failed to perform satisfactorily. In the event of termination of the Agreement under this paragraph, the District shall provide Contractor with written notice of the effective date of termination, and Contractor shall cease work upon the effective date of termination and shall not incur further expenses in connection with the services. Contractor shall not.be entitled to compensation from the District for services performed or expenses incurred after the date of termination. However, Contractor shall be entitled to compensation for services performed satisfactorily prior to the date of termination. B. District has the right to terminate this Service for meter accounts selected to be read utilizing Automated Metering. Infrastructure (AM[) or Automated Meter Reading (AMR) upon ninety days (90) written notice to Contractor. .C. Notwithstanding any other provision of this Agreement, District and Contractor shall each have the right to terminate this Agreement upon One Hundred Eighty Days' (180) prior written notice to the other party. In the event of termination of the Agreement under this paragraph, Contractor shall within ten (10) days after the date of termination provide the District with a final statement. Upon receipt by the District of this final statement, the District shall pay Contractor in the amounts and in the manner required by this Agreement. D. This payment by. the District shall constitute full and final settlement for all services rendered and expenses incurred by Contractor. Upon making this payment, -the District shall have no further obligation to compensate Contractor.. 24. PREVAILING WAGE: Contractor shall keep informed and take all measures necessary to ensure compliance with Labor Code requirements, including, but not limited to Section 1720 et seq. of the Labor Code regarding public works, limitations on use of volunteer labor (Labor Code Section 1720.4) and payment of prevailing wages to workers and professionals for work done under the Agreement, as determined by the Director of Industrial Relations of the State of California pursuant to California Labor Code Part 7, Chapter 1, Article 2. Copies of ,prevailing wage determinations are on file at District offices or otherwise available on the Web at www.csidca:gov.. 25. DISTRICT NOT OBLIGATED TO THIRD PARTIES. District shall not be obligated or liable for payment hereunder to any party other than the Contractor. 26. NON-DISCRIMINATION. Contractor shall not discriminate in any way against any person on the basis of race, color, religious creed, national origin, ancestry, sex, age, physical handicap, medical condition or marital status in connection with, or related to, the performance of this Agreement. 27. UNAUTHORIZED ALIENS. Contractor hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et sea., as . amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Contractor so employ such unauthorized aliens for the performance of work and/or Services covered by this Agreement, and should any liability or sanctions be imposed against District for such use of unauthorized aliens, Contractor hereby agrees to and shall reimburse District for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys' fees, incurred by District. 16696529:1 DocuSign Envelope ID: ED5B4043-73DD-4250-B5DC-2702A4649CBE 28. COSTS AND ATTORNEYS FEES. The prevailing party in any action between the parties to this Agreement brought to enforce the terms of this Agreement or arising out of this Agreement may recover from the other party its reasonable costs and attorney's fees expended in connection with such an action. 29. SECTION HEADINGS. The headings of the several sections, and any table of contents appended hereto, shall be solely for convenience of reference and shall not affect the meaning, construction or effect hereof. 30. SEVERABILITY. If any one or more of the provisions contained herein shall for any reason be held to be invalid; illegal or'unenforceable in any respect, then such provision or provisions shall be deemed severable from the remaining provisions hereof, and such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had not been contained herein. m. REMEDIES NOT EXCLUSIVE. Except as provided in Sections 22 and 23, no remedy herein conferred upon or reserved to District is intended to be exclusive of any other remedy or remedies, and each and every such remedy, to the extent permitted by law, shall be cumulative and in addition to any other remedy given hereunder or now or hereafter existing at law or in equity or otherwise. 32. TIME IS OF THE ESSENCE. Time is of the essence in this Agreement and each covenant and term is a condition herein. 33. NO WAIVER OF DEFAULT. No delay or omission of District to exercise any right or power arising upon the occurrence of any event of default shall impair any such right or power or shall be construed to be a waiver of any such default of an' acquiescence therein; and every power and remedy given by this Agreement to District shall be exercised from time to time and as often as may be deemed expedient in the sole discretion of District. 34. ENTIRE AGREEMENT AND AMENDMENT. In conjunction with the matters considered herein, -this Agreement contains the entire understanding and agreement of the parties and there have been no promises, representations, agreements, warranties or undertakings by either of the parties, either oral or written, of any character or nature hereafterbinding except as set forth herein. This Agreement may be altered, amended or modified only by an instrument in writing, executed by the parties to: this Agreement and by no other means. Each party waives its future, right to claim, contest or assert that this Agreement was modified, canceled, superseded, or changed by any oral agreements, course of'conduct, waiver or estoppel. 35. SUCCESSORS AND ASSIGNS. All representations, covenants and warranties set forth in this Agreement, by or on behalf of, or for the benefit of one or both of the parties hereto, shall be binding upon and inure to the benefit of such party, its successors and assigns. 36. CALIFORNIA LAW. This Agreement shall be governed by the laws of the State of California. Any litigation regarding this Agreement or its contents shall be filed in the. County of Orange, if in state court, or in the federal :court in Orange County. 37. RECITALS. Recitals A through C are incorporated herein by reference as though set forth at length. 39. PRECEDENCE. This Agreement supersedes all prior Agreements between the parties. 40. EXECUTION OF COUNTERPARTS. This Agreement may be executed in. any. number of counterparts and each of such counterparts shall for all purposes be deemed to be an original; 16696529.1 DocuSlgn Envelope ID: ED5B4043-73DD-4250-B5DC-2702A4649CBE 1 and all such counterparts, or as many of them as the parties shall preserve undestroyed, shall together constitute one and the same Instrument. 41. AUTHORITY. The. parties warrant and represent that they have the power and authority to enter into this Agreement in the names, titles, and capacities herein stated and on behalf of any entities, persons, or firms represented or purported to be represented by such entity(ies), person(s), or firm(s) and that all formal requirements necessary or required by any state and/or federal law in order to enter into this Agreement have been fully complied with. Furthermore, by entering into this Agreement, Contractor hereby warrants that it shall not have breached the terms or conditions,of any other contract or agreement to which Contractor is obligated, which breach would have a material effect hereon. IN WITNESS WHEREOF, the parties have executed this Agreement to be effective on the date executed by the District. ALEXANDER'S. .ONTRACT SERVICES, INC. By: - Name: Mark Hibshman Title: Chief Executive Officer Date:_,_/t.to.�ZOZ..�_ IRVINE RANCH WATER DISTRICT By: L - Name: Paul A. Cook Title: General Manager July_1_6, 2020 Approved as to Form: Hanson Bridgett LLP By:.` _ G7 District Counsel 16606529.1 DocuSign Envelope ID: ED5B4043-73DD-4250-B5DC-2702A4649CBE ��► AALFXCn.n2 PATRAn2 ACOR�� CERTIFICATE OF LIABILITY INSURANCE � FDATE(M 3/23/2023 Y) 2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements).. PRODUCER License # 0305584 Morris & Garritano Insurance Agency, Inc. PO Drawer 1189 San Luis Obispo, CA 93406 CONTACT NAM Heather Brock Svc"N , EMi; (805) 543-6887 177 FAX N,):(805) 543-3064 AoRIE . HBrock@MorrisGaeritano.com INSURERS AFFORDING COVERAGE NAIC # INSURER A: Travelers Property Casualty Company of America 25674 INSURED INSURER B : Beazley Insurance Company, Inc. 37540 INSURER C : Alexander's Contract Services, Inc. INSURER D : 8655 Morro Rd. Ste C Atascadero, CA 93422 INSURER E INSURER F : COVERAGES CERTIFICATE NUMBER: RFVISION Nl1MRFR! THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXPLIR LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR X 630-2W699479 1/1712023• 1/17/2024 EACH OCCURRENCE $ 1,000,000 pREMSES ERNToccurrence $ 300,000 MED EXP (Any oneperson) $ 101000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: X POLICY mof 71 LOC GENERAL AGGREGATE $ 2,000,000 COMP/OP AGG $ 21000,000 -PRODUCTS'- OTHER: A AUTOMOBILE LIABILITY EO aBINdED SINGLE LIMIT $ 1,000,000 X BODILY INJURY Perperson) $ ANY AUTO X 810-2W670474 1/17/2023 1/17/2024 BODILY INJURY Per accident $ OWNED SCHEDULED AUTOS ONLY AUTOS PeOacEc den DAMAGE $ AUTOS ONLY AUOTN S ONE Comp/Coll Dedt 1,000 UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAR CLAIMS -MADE DED RETENTION $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNERIEXECUTIVE Y� (Mandatory In NER EXCLUDED? H) N / A UB2W702347 1/17/2023 1/17/2024 X PEAR OTRH- E.L. EACH ACCIDENT 1,000,000 $ E.L. DISEASE - EA EMPLOYE 1,000,000 $ If es, describe under OF OPERATIONS below E.L. DISEASE - POLICY LIMIT 1,000,000DESCRIPTION B Prof. Liability E. W31 FB8220101 4/7/2022 4/7/2023 Each Clm/ Aggregate 2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Re: Meter Reading Services. See forms attached as triggered by written contract: GL: Al - CG D417 0219, PNC - CG T1 00 0219; AL: AI/PNC - CAT474 0216. City of Orange Public Works Department 300 E. Chapman Ave. Orange, CA 92866 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 A 011"_ ACORD 25 (2016103) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: ED5B4043-73DD-4250-B5DC-2702A4649CBE COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (Includes Products -Completed Operations If Required By Contract) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that you agree in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only: a.. With respect to liability for "bodily injury" or "property damage" that occurs, or for "personal injury" caused by an offense that is committed, subsequent to the signing of that contract or agreement and while that part of the contract or agreement is in effect; and b. If, and only to the extent that, such injury or damage is caused by acts or omissions of you or .your subcontractor in the performance of "your work" to which the written contract or agreement applies. Such person or organization does not qualify as an additional insured with respect to the independent acts or omissions of such person or organization. The insurance provided to such additional insured is subject to the following provisions: a. If the Limits of Insurance of this Coverage Part shown in the Declarations exceed. the minimum limits required by the written contract or agreement, the insurance provided to the additional insured will be limited to such minimum required limits. For the purposes of determining whether this limitation applies, the minimum limits required by the written contract or agreement will be considered to include the minimum limits of any Umbrella or Excess. liability coverage required for the additional insured by that written contract or agreement. This provision will not increase the limits of insurance described in Section III — Limits Of Insurance. (1) Any "bodily injury", "property damage" or "personal injury" arising outof the providing, or failure to provide, any . professional architectural, engineering or surveying services, including: (a) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders or change orders, or the preparing, approving, or failing to prepare or approve, drawings and specifications; and (b) Supervisory, inspection, architectural or engineering activities.. (2) Any "bodily injury' or "property damage" caused by "your work" and included in the "products -completed operations hazard" unless the written contract or agreement specifically requires you to provide such coverage for that additional insured during the policy period. c. The additional insured must comply with the following duties: (1) Give us written notice as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, such notice should include: (a) How, when and where the "occurrence" or offense took place; (b) The names and addresses of any injured persons and witnesses; and (c) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. The insurance provided to such additional (2) If a claim is made or "suit" is brought against insured does not apply to: the additional insured: CG D2 46 0419 C3 2018 The Travelers Indemnity Company. All rights reserved. Page 1 of 2 DocuSign Envelope ID: ED5B4043-73DD-4250-B5DC-2702A4649CBE COMMERCIAL GENERAL LIABILITY (a) Immediately record the specifics of the claim or "suit" and the date received, and (b) Notify us as soon as practicable and see to it that we receive written notice of the claim or "suit" as soon as practicable. (3) Immediately send us copies of all legal papers received in connection with the claim or "suit", cooperate with us in _ the investigation or settlement of the claim or defense against the "suit", and otherwise comply with all policy conditions. (4) Tender the defense and indemnity of any claim or "suit" to any provider of other insurance which would cover such additional insured for a loss we cover. However, this condition does not affect whether the insurance provided to such additional insured is primary to other insurance available to such additional insured which covers that person or organization as a named insured as described in Paragraph 4., Other Insurance, of Section IV — Commercial General Liability Conditions. Page 2 of 2 © 2018 The Travelers Indemnity Company. All rights reserved. CG D2 46 04 19 DocuSign Envelope ID: ED5B4043-73DD-4250-B5DC-2702A4649CBE COMMERCIAL GENERAL.LIABILITY c. Method Of Sharing If all of the other insurance permits contribution by equal.shares, we will follow this method also. Under this approach each insurer contributes equal amounts until- it -has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. d. Primary And Non -Contributory Insurance If Required By Written Contract If you specifically agree in a written contract or agreement that the insurance afforded to an insured under this Coverage Part must apply on a primary basis, or a primary and non- contributory basis, this insurance is primary to other insurance that is available to such insured which covers such insured as a named insured, and we will not share with that other insurance, provided that: (1) The "bodily injury' or "property damage" for which coverage is sought occurs; and (2) The "personal and advertising injury" for which coverage is sought is caused by an offense that is committed; subsequent to the signing of that contract or agreement by you. 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured -The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. 6. Representations By accepting this policy, you agree: a. The statements in -the Declarations are accurate and complete; b. Those statements are based upon representations you made to us; and c. We have issued this policy in reliance upon your representations. . The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and . b. Separately to each insured against whom claim is made or "suit" is brought. L 8. Transfer Of Rights Of Recovery Against Others To Us If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. 9. When We Do Not Renew - If. we decide not to renew this .Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V — DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: a. Notices that are published. include material placed on the Internet or on similar electronic means of communication; and b. Regarding websites, only that part of a website that is about your goods, products or services for the purposes of attracting customers or supporters is considered an. advertisement. Page 16 of 21 © 2017 The Travelers Indemnity Company. All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc, with its permission. DocuSign Envelope ID: ED5B4043-73DD-4250-B5DC-2702A4649CBE COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM PROVISIONS 1. The following is added to Paragraph A.1.c., Who Is An Insured, of SECTION II = COVERED AUTOS LIABILITY COVERAGE: This includes any person or organization who you are required under a written contract or agreement between you and that person or organization, that is signed by you before the "bodily, injury" " or "property damage" occurs and that is in effect during the policy period, to name as an additional insured for Covered Autos Liability Coverage, but.only for damages to which this insurance applies and only, to the extent of that person's or organization's liability for the conduct of another "insured". 2. The following is added to Paragraph B.S., Other Insurance of SECTION IV — BUSINESS AUTO CONDITIONS: Regardless of the provisions of paragraph a. and paragraph d. of this part S. Other Insurance, this insurance is primary to and non-contributory with applicable other insurance under which an additional insured person or organization is the first named insured when the written contract or agreement between you and that person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, requires this insurance to be primary and non-contributory. CA T4 74 02 16 © 2016 The Travelers Indemnity Company. All rights reserved. Page 1 Of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission.