Agmt23 William R. Gray and Company DBA Gray-Bowen-Scott

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REV: 06-13-24 MI Addendum #5 Prime Agreement Flowdowns These Prime Agreement Flowdowns are project-specific and incorporated into this Agreement. These Prime Agreement Flowdowns are taken from that certain Agreement for Services between Company and Customer dated June 30, 2023 (the “Prime Agreement”) and are required to be flowed down to any applicable subcontractor. As Trimble is acting as a subcontractor of Company pursuant to the Prime Agreement, the terms set forth in this Addendum will be binding upon Trimble. In the event there is a conflict between the provisions found in this Addendum 5 and any other provisions of this Agreement, the provisions in this Addendum 5 shall control. For the purposes of this Addendum #5, all references to “Consultant” shall refer to Trimble. All references to “City” shall mean the “Customer” from the Order Form. 1. Standard of Performance. While performing the Services, Consultant will exercise the reasonable professional care and skill customarily exercised by reputable members of Consultant's profession practicing in the urban Northern California Area. Consultant will also use reasonable diligence and best judgment while exercising its professional skill and expertise. 2. Time is of the Essence. Time is of the essence for each and every provision of this Agreement. 3. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Consultant or any Consultant Personnel. Consultant agrees to reimburse City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City makes on behalf of Consultant or any Consultant Personnel for work done under this Agreement. At the City’s election, City may deduct the reimbursable amount from any balance owing to Consultant. 4. Status of Consultant. Consultant will perform the Services as an independent contractor and not as an employee of City. The persons used by Consultant to provide services under this Agreement will not be considered employees of City for any purposes. 5. Labor Code Prevailing Wage. To the extent required by law, Consultant will comply with the requirements of the California Labor Code including but not limited to hours of labor, nondiscrimination, payroll records, apprentices, workers' compensation and prevailing wages. When prevailing wage rules are applicable, the following provisions apply: a. No less than the general prevailing rate of per diem wages for holidays and overtime work, for each craft, classification or type of worker needed to execute the Services under this Agreement will be paid to all workers, laborers and mechanics employed in the execution of the Services by the Consultant or any subcontractor doing or contracting to do any part of the Services. b. The appropriate determination of the Director of the California Department of Industrial Relations will be filed with and available for inspection at City offices. c. Consultant will post, at each job site, a copy of the prevailing rate of per diem wages. d. The Consultant will forfeit fifty dollars ($50.00) for each calendar day or portion thereof for each worker paid less than the stipulated prevailing rates for any public work done under the Agreement by it or by any subcontractor under Consultant. 6. Subcontracting. Consultant will not subcontract any portion of the Services without prior written approval of Company. If Consultant subcontracts any of the Services, Consultant will be fully responsible to Company for the subcontractor's acts and omissions as Consultant is for the acts and omissions of persons directly employed by Consultant. Such responsibility will include responsibility for the acts and omissions of the subcontractor's officers, employees, consultants, subcontractors, and agents. Nothing contained in this Agreement will create any contractual relationship between City and any subcontractor, and Consultant will be responsible for paying subcontractors. Consultant will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement that bind Consultant unless specifically noted to the contrary in the subcontract and approved in writing by the City Manager or their designee. 7. Insurance. Consultant will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the Services by Consultant or Consultant's agents, representatives, employees or subcontractors. The insurance carrier is required to maintain an A.M. Best rating of not less than "A-: VII". a. Coverages and Limits. Consultant, at its sole expense, will maintain the types of coverages and minimum limits indicated below, unless otherwise approved by City in writing. These minimum amounts of coverage will not constitute any limitations or cap on Consultant's indemnification obligations under this Agreement. i. Commercial General Liability Insurance. Consultant will maintain occurrence based coverage with limits not less than $1,000,000 per occurrence and $2,000,000 in the aggregate. The Commercial General ATTY/AGR.2024/Amend. No. 1/Gray Bowen Scott (US 101 84 Interchange Project Delivery) (Page 19 of 23)