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HomeMy WebLinkAboutAGMT - Lance, Soll & Lunghard LLP (Professional Auditing Services) • . AGREEMENT TO PROVIDE PROFESSIONAL AUDITING SERVICES Between SEA( 8? gT / �� _ . „ III i *I *i i0 ; SQL ' 9 2' P � � = ” � UNTy �. • City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 Lance, Soll, and Lunghard, LLP Certified Public Accountants 203 N. Brea Blvd., Suite 203 Brea, California 92821 714 - 672 -0022 This Professional Service Agreement ( "the Agreement ") is made as of April 25, 2011 by and between Lance, Soll and Lunghard, LLP, Certified Public Accountants, and the City of Seal Beach ( "City "). • • RECITALS A. The City desires to conduct a comprehensive, independent, annual audit of the City's finances. B. The Consultant represents that it has the necessary professional skills and experience to satisfactorily complete the audit in a timely manner. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. AGREEMENT 1. Scope of Services 1.1 Consultant shall provide auditing services ( "Services ") for fiscal year 2010- 11, fiscal year 2011 -12 and fiscal year 2012 -13 as set forth in the certain "Proposal to Perform Professional Auditing Services" dated March 15, 2011 ( "Proposal "). A true and correct copy of the Proposal is attached hereto as Exhibit A. To the extent that there is any conflict between the Proposal and this Agreement, this Agreement shall control. 1.2 Consultant shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City. 1.3 In performing this Agreement, Consultant shall comply with all applicable provisions of federal, state, and local law. 1.4 Consultant will not be compensated for any work performed not specified in the Proposal unless the City authorizes such work in advance and in writing. 2. Term 2.1 This term of this Agreement shall be for a period of three years beginning with the fiscal year ending June 30, 2011, unless previously terminated or extended as provided by this Agreement. 2.2 Option Year One. The City at its sole option may extend the term of this Agreement until June 30, 2014. 2.3 Option Year Two. If extended pursuant to Section 2.2, the City at its sole option may further extend the term of this Agreement until June 30, 2015. / / / 2 of 11 • • 3. Consultant's Compensation 3.1 For all Services satisfactorily rendered, City will pay Consultant at the hourly rates set forth in Exhibit B. 3.2 In no event will the City pay Consultant more than: Initial Term. $44,985 for all services rendered in connection with the FY 2010 -11 budget. Option Year One. $44,985 for all services rendered in connection with the FY 2012 -13 budget. Option Year Two. $44,985 for all services rendered in connection with the FY 2013 -14 budget. 3.3 Any additional work authorized by the City pursuant to Section 1.4 will be compensated at the hourly rates set forth in Exhibit B. 3.4 Consultant will not receive reimbursement for any expenses incurred by Consultant. 4. Method of Payment 4.1 Consultant shall submit to City monthly invoices for all services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end of the month during which the services were rendered and shall describe in detail the services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the services performed for each day in the period. City will pay Consultant within 30 days of receiving Consultant's invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Consultant. 4.2 Upon 24 -hour notice from City, Consultant shall allow City or City's agents or representatives to inspect at Consultant's offices during reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this Agreement. City's rights under this Section 4.2 shall survive for two years following the termination of this Agreement. 5. Termination 5.1 This Agreement may be terminated by City, without cause, or by Consultant based on reasonable cause, upon giving the other party written notice thereof not less than 30 days prior to the date of termination. 3 of 11 • • 5.2 This Agreement may be terminated by City upon 10 days' notice to Consultant if Consultant fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy. 5.3 Consultant agrees to cease all work under this Agreement on or before the tenth day of receiving such notice. 5.4 In the event that City terminates or cancels this Agreement due to no fault or failure of performance by Consultant, City will pay Consultant for all Services satisfactorily rendered through the date of termination. In no event shall Consultant be entitled to receive more than the "not -to- exceed" figures set forth in Section 3.2 for the applicable fiscal year. Consultant shall have no other claim against City by reason of such termination. 6. Party Representatives; Project Manager 6.1 City Manager, or designee, is the City's representative for purposes of this Agreement. 6.2 Bryan S. Gruber is the Consultant's primary representative for purposes of this Agreement. 6.3 Debbie A. Harper is Consultant's Project Manager, who will have the overall responsibility and will supervise the work performed by Consultant pursuant to this Agreement. 7. Notices 7.1 All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the United States Mail, first class postage prepaid and addressed to the party at the following addresses: To City: City of Seal Beach 211 Eighth Street Seal Beach, CA 90740 Attn: City Manager To Consultant: Lance, SoII & Lunghard LLP 203 N. Brea Boulevard, Suite 203 Brea, CA 92821 Attn: Bryan S. Gruber Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 4 of 11 • • 8. Independent Contractor; Consultant's Personnel 8.1 Consultant is an independent contractor and not an employee of the City. All services provided pursuant to this Agreement shall be performed by Consultant or under its supervision. Consultant will determine the means, methods, and details of performing the services. Any additional personnel performing services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 8.2 Consultant 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 under this Agreement will be performed by Consultant or under its supervision, and all personnel engaged in the work shall be qualified to perform such services. Consultant reserves the right to determine the assignment of its own employees to the performance of Consultant's services under this Agreement, but City reserves the right, for good cause, to require Consultant to exclude any employee from performing services on behalf of the City. 8.3 Consultant shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from Consultant's personnel practices. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this Section. 9. Subcontractors No portion of this Agreement shall be subcontracted without the prior written approval of the City. Consultant is fully responsible to City for the performance of any and all subcontractors. 10. Assignment Consultant shall not assign or transfer any interest in this Agreement whether by assignment or novation, without the prior written consent of City. Any purported assignment without such consent shall be void and without effect. 5 of 11 • • 11. Insurance 11.1 Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that Consultant has secured all insurance required under this Section. Consultant shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements shall be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 11.2 Consultant shall, at its expense, procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Professional Liability. Consultant shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Professional Liability: $1,000,000 per claim /aggregate. 11.3 The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to state: (1) coverage shall not be suspended, voided, reduced or canceled except after 30 days prior written notice by certified mail, return receipt requested, has been given to the City; (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, (3) coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage and that any insurance or self- insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it; (4) for general liability insurance, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the services or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (5) for automobile liability, that 6 of 11 • • the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible. 11.4 All insurance required by this Section shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents, and volunteers. 11.5 Any deductibles or self- insured retentions shall be declared to and approved by the City. Consultant guarantees that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects the City, its directors, officials, officers, employees, agents, and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 12. Indemnification, Hold Harmless, and Duty to Defend Consultant shall defend, indemnify, and hold the City, its officials, officers, employees, volunteers and agents serving as independent contractors in the role of City officials (collectively "Indemnitees ") free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any acts or omissions of Consultant, its employees, or its agents in connection with the performance of this Agreement, including without limitation the payment of all consequential damages and attorneys' fees and other related costs and expenses, except for such loss or damage arising from the sole negligence or willful misconduct of the City. With respect to any and all such aforesaid suits, actions, or other legal proceedings of every kind that may be brought or instituted against Indemnitees, Consultant shall defend Indemnitees, at Consultant's own cost, expense, and risk, and shall pay and satisfy any judgment, award, or decree that may be rendered against Indemnitees. Consultant shall reimburse City and its directors, officials, officers, employees, agents and /or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its directors, officials, officers, employees, agents or volunteers. All duties of Consultant under this Section shall survive termination of this Agreement. 13. Ownership and Confidentiality of Work Product 13.1 All reports, drafts, documents or other material, whether in written or electronic form (collectively "Work Product "), developed by Consultant in connection with all services provided pursuant to this Agreement shall be and remain the property 7 of 11 • • of City without restriction or limitation upon its use or dissemination by City. Consultant shall deliver to the City all Work Product upon termination of this Agreement. 13.2 Consultant, in the course of its duties, may have access to financial, accounting, statistical, and /or personnel data of private individuals and employees of City. Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without prior written authorization by City. City shall grant such authorization if the law requires disclosure. Consultant shall surrender and return all such data to City immediately upon the termination of this Agreement. Consultant's covenant under this section shall survive the termination of this Agreement. 13.3 Notwithstanding the foregoing, pursuant to authority given by law or regulation, Consultant may be requested to make certain audit documentation available to a Cognizant or Oversight Agency or its designee, a federal agency providing direct or indirect funding, or the U.S. Government Accountability Office for purposes of a quality review of the audit, to resolve audit findings, or to carry out oversight responsibilities. Consultant will notify City of any such request. If requested, access to such audit documentation will be provided under the supervision of Consultant's personnel. Furthermore, upon request, Consultant may provide copies of selected audit documentation to the aforementioned parties. These parties may intend, or decide, to distribute the copies or information contained therein to others, including other governmental agencies. 14. Equal Opportunity Consultant affirmatively represents that it is an equal opportunity employer. Consultant shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, sexual orientation, or age. Such non - discrimination includes, but is not limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. 15. Labor Certification By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Workers' Compensation or to undertake self- insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. / / / / / 8 of 11 • • 16. Licenses and Compliance with Laws 16.1 Consultant will obtain all necessary licenses, permits and other approvals to perform the Services and will pay all fees or taxes required for the issuance of the same. 16.2 Consultant shall comply with all applicable federal, state and local laws, ordinances, codes and regulations. 17. Entire Agreement This Agreement contains the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both parties. 18. Severability The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement. 19. Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of California. 20. No Third Party Rights or Beneficiaries No third party shall be deemed to have any rights hereunder against either party as a result of this Agreement. 21. Waiver No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise. 22. Prohibited Interests 22.1 Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City has the right to rescind this Agreement 9 of 11 • • without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 22.2 Consultant and its officers, employees, associates and subcontractors, if any, will comply with all conflict of interest statutes of the State of California applicable to Consultant's services under this Agreement, including, but not limited to, the Political Reform Act (Government Code Section 81000, et. seq.) and Government Code Section 1090. During the term of this Agreement, Consultant and its officers, employees, associates and subcontractors shall not, without the prior written approval of the City, perform work for another person or entity for whom Consultant is not currently performing work that would require Consultant or one of its officers, employees, associates or subcontractors to abstain from a decision under this Agreement pursuant to a conflict of interest statute. Consultant agrees that a clause substantially similar to this section shall be incorporated into any subcontract, which Consultant executes in connection with the performance of this Agreement. 22.3 Consultant warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, noncontractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in this Subsection. 23. Discrimination and Equal Employment Opportunity In the performance of this Agreement, Consultant shall not discriminate against any employee, subcontractor or applicant for employment because of race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition or sexual orientation. Consultant will take affirmative action to ensure that subcontractors and applicants that are employed, and that employees are treated during employment, without regard to their race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition or sexual orientation. 24. Attorneys' Fees If either party commences an action against the other party arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party all of its attorneys' fees and other costs incurred in connection with such action. / / / / 10 of 11 • • 25. Time Is Of the Essence Time is hereby expressly declared to be of the essence of this Agreement and of each and every provision hereof; and each and every provision hereof is hereby declared to be and made a material, essential and necessary part of this Agreement. 26. Severability Wherever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid under applicable law. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect. 27. Exhibits All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control. 28. Corporate Authority The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of said Parties and that by their execution, the Parties are formally bound to the provision of this Agreement. IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written: CITY OF SEAL BEACH CONSULTANT By: At 1 1 ��J�._ By: "e/ 112' . Ingram, Ac Z City Manager Na me: i gl d Attest: r ■ Its: ii .1Z BY: /ALA , /I I ,II 41 ' Lin • a Devine, City Jerk 7/ By; Approved as to Form: Name: OPY S 62v(m'e By: i • uinn Barrow, City Attorney Its: ?RT 7V 6 R 11 of 11 •David E.Hale,CPA,CFP •Bryan S.Gruber,CPA LSE:.. •Donald G.Slater,CPA •Deborah A.Harper,CPA •Richard K.Kikuchi,CPA •Gary A.Cates,CPA •Susan F.Matz,CPA •Michael D.Mangold,CPA CERTIFIED PUBLIC ACCOUNTANTS •Shelly K.Jackley,CPA •David S.Myers,CPA A Division of LSL,CPAs iLmure,peeler&boucher City of Seal Beach Victoria Beatley, CPA Director of Finance/City Treasurer 211 Eighth Street Seal Beach, CA 90740 Lance, Soil & Lunghard, LLP is pleased to respond to your Request for a two year extension of your Proposal for Professional Auditing Services. As a leader in the field of governmental accounting and auditing, we appreciate this opportunity given us to present our professional qualifications. Because of our extensive municipal experience, dedication to excellence and determination to retain the brightest and most talented professionals, we are certain that Lance, Soll & Lunghard, LLP is the most qualified accounting firm to provide professional auditing services to the City of Seal Beach. The annual services that would be provided for the City of Seal Beach, for the fiscal years ending June 30, 2014 through June 30, 2015, would be as follows: 1. Perform a financial audit of the Basic Financial Statements of the City of Seal Beach. We understand that Lance, Soil & Lunghard, LLP will be required to prepare this report. These financial statements will be included within a Comprehensive Annual Financial Report (CAFR) which may be submitted under the National awards programs. Our audit would express an opinion as to whether the financial statements and associated notes conform to accounting principles generally accepted in the United States of America. 2. It is understood that as the Successor of the former Redevelopment Agency the financial activity is represented as a fiduciary fund type in the City of Seal Beach CAFR. In accordance with AB 26, Chapter 5 and AB 1484 Chapter 26 we will continue to test the financial activity of the former Redevelopment Agency and the compliance with the previously state Assembly Bills. Although this fee is has been accumulated with the financial audit of the City, we will continue to break out this fee for proper recognition of your Recognized Obligation Payment Schedules (ROPS). 3. Perform a Single Audit, if applicable, of all federal grants received by the City of Seal Beach utilizing auditing standards generally accepted in the United States of America. This audit would be performed according to the requirements of OMB Circular A-133, Government Auditing Standards issued by the GAO and the AICPA Industry Audit Guide. 4. Perform agreed-upon-procedures pertaining to the City's GANN Limit (Appropriations Limit) and render a letter annually to the City regarding compliance. Lance,Soll& Lunghard, LLP 203 North Brea Boulevard • Suite 203 • Brea, CA 92821 • TEL 714.672.0022 ° Fax 714.672.0331 www.lslcpas.com Orange County Temecula Valley Silicon Valley Los Angeles County r► LSL :: CMTIFIEO TUOUE FEC000TFUr8 aLA.WAS vlunure peeler&bomber 5. Perform a review and make recommendations on the internal control structure, which consists of the Control Environment, Accounting System and Control Procedures. Annually, we will prepare and issue the SAS 115 "management letter". Also, we shall make an immediate and written report of any irregularities and illegal acts or indication of illegal acts coming to our attention. The cost proposal for the above scope of work is presented as the following: LANCE, SOLL& LUNGHARD, LLP PROPOSAL TO PROVIDE PROFESSIONAL AUDITING SERVICES AUDIT WORK COST PROPOSAL FORM Service 2013-2014 2014-2015 City of Seal Beach-financial audit $38,831 $39,996 City of Seal Beach-financial audit-Successor Agency testing 4,600 4,738 Total financial audit 43,431 44,734 Single Audit(2 programs)* 5,400 5,562 Appropriations Limit Agreed Upon Procedure(GANN) 582 599 Total Not-to-exceed* $ 49,413 $ 50,895 *Additional fee per program for single audit 3,500 3,600 The sections that follow describe the benefits your organization would receive from Lance, Soll & Lunghard, LLP. We are committed to provide the services discussed above in accordance with the timetable specified in your request for proposal. This proposal is a firm and irrevocable offer for the fiscal years ending June 30, 2014 through June 30, 2015 for ninety days. For purposes of this proposal, Deborah A. Harper, Partner is authorized to make representations for our firm. I can be reached at the address above or by phone at (714) 672-0022. I acknowledge and agree to Very truly yours, fees stated above: cav .(31) S g _ature --13ACYr Deborah A. Harper, Partner 4l I I LANCE, SOLL & LUNGHARD, LLP Date Please sign and return copy me. A`°R° CERTIFICATE OF LIABILITY INSURANCE 3i2ii2o1"4 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Kathy Jesser NAME: � The Liberty Company Insurance Brokers, Inc. ipic.No FXf. (949)777-0572 FAX Nol:(866)294-8475 CA License No. OD79653 E-MAIL k esser@libert com an ADDRESS: � Y P Y•COm 111 Pacifica Suite #220 INSURER(S)AFFORDINGCOVERAGE NAIC# Irvine CA 92618 INSURERA:Continental Casualty Company 20443 INSURED INSURER B Lance Sol l & Lunghard LLP INSURER C: 203 N. Brea Blvd., #203 INSURERD: INSURER E: Brea CA 92821 INSURERF: COVERAGES CERTIFICATE NUMBER:2014 - 2015 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP W LIMITS LTR INSR VD POLICY NUMBER (MM/DD/YYYYI (MM/DD/YYYY) GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED PREMISES(Ea occurrence) $ 300,000 A CLAIMS-MADE X OCCUR B4025915835 4/1/2014 4/1/2015 MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 2,000,000 GENERAL AGGREGATE _ $ 4,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OPAGG_ $ 4,000,000 POLICY PRO n LOC $ JECT AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 ANY AUTO B4025915835 4/1/2014 4/1/2015 BODILYINJURY(Perperson) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS X x NON-0WNED Hired & Non Owned Only PROPERTY DAMAGE $ HIRED AUTOS AUTOS (Per accident) X UMBRELLA LIAB _ OCCUR EACH OCCURRENCE $ 1,000,000_ A EXCESS LIAR CLAIMS-MADE AGGREGATE $ 1,000,000 DED I X RETENTION$ 10,000 B4025915933 4/1/2014 4/1/2015 $ WORKERS COMPENSATION I WC STATU- OTH- AND EMPLOYERS'LIABILITY Y/N TORY LIMITS FR ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Attach ACORD 101,Additional Remarks Schedule,if more space Is required) Re: Operations of the Named Insured as on file with the insurance carrier. Certificate Holder is Additional Insured as respects General Liability per SB146932-E 06/11, which includes primary and non contibutory wording and Waiver of Subrogation. ***As Required by Written Contract*** CERTIFICATE HOLDER CANCELLATION vbeatley@sealbeachca.gov SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Seal Beach Office of the City Clerk 211 8th Street AUTHORIZED REPRESENTATIVE Seal Beach, CA 90740 Rick Butts/KJESSE ACORD 25(2010/05) ©1988-2010 ACORD CORPORATION. All rights reserved. INSfl25 oninnni m Tha ARr1Rr1 namc and Innn ara raniefnrarl marie of Arnim Policy Number: B4025915835 ANA SB-146932-E (Ed.06/11) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - LIABILITY EXTENSION This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM Coverage afforded under this extension of coverage endorsement does not apply to any person or organization covered as an additional insured on any other endorsement now or hereafter attached to this Policy. 1. ADDITIONAL INSURED—BLANKET VENDORS own acts or omission or those of its employees or anyone else acting on its WHO IS AN INSURED is amended to include as an behalf. However, this exclusion does not additional insured any person or organization (referred apply to: to below as vendor) with whom you agreed, because of a written contract or agreement to provide (1) The exceptions contained in insurance, but only with respect to "bodily injury" or Subparagraphs d.or f.;or "property damage"arising out of"your products"which (2) Such inspections, adjustments, tests or are distributed or sold in the regular course of the servicing as the vendor has agreed to vendor's business, subject to the following additional make or normally undertakes to make in exclusions: the usual course of business, in 1. The insurance afforded the vendor does not apply connection with the distribution or sale of to: the products. a. "Bodily injury"or"property damage" for which 2. This insurance does not apply to any insured the vendor is obligated to pay damages by person or organization, from whom you have reason of the assumption of liability in a acquired such products, or any ingredient, part or contract or agreement. This exclusion does container, entering into, accompanying or not apply to liability for damages that the containing such products. vendor would have in the absence of the 3. This provision 2. does not apply to any vendor contract or agreement; included as an insured by an endorsement issued b. Any express warranty unauthorized by you; by us and made a part of this Policy. c. Any physical or chemical change in the 4. This provision 2. does not apply if"bodily injury"or product made intentionally by the vendor; "property damage" included within the "products- completed operations hazard" is excluded either d. Repackaging, except when unpacked solely by the provisions of the Policy or by endorsement. for the purpose of inspection, demonstration, testing, or the substitution of parts under 2. MISCELLANEOUS ADDITIONAL INSUREDS instructions from the manufacturer, and then WHO IS AN INSURED is amended to include as an repackaged in the original container; insured any person or organization (called additional e. Any failure to make such inspections, insured) described in paragraphs 2.a. through 2.h. adjustments, tests or servicing as the vendor below whom you are required to add as an additional has agreed to make or normally undertakes to insured on this policy under a written contract or make in the usual course of business, in agreement but the written contract or agreement must connection with the distribution or sale of the be: products; 1. Currently in effect or becoming effective during the f. Demonstration, installation, servicing or repair term of this policy; and operations, except such operations performed 2. Executed prior to the "bodily injury," "property at the vendor's premises in connection with damage"or"personal and advertising injury,"but the sale of the product; Only the following persons or organizations are g. Products which, after distribution or sale by additional insureds under this endorsement and you, have been labeled or relabeled or used coverage provided to such additional insureds is as a container, part or ingredient of any other limited as provided herein: thing or substance by or for the vendor; or a. Additional Insured—Your Work h. "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its That person or organization for whom you do work is an additional insured solely for liability SB-146932-E Page 1 of 5 (Ed. 06/11) CNA SB-146932-E (Ed. 06/11) due to your negligence specifically resulting This insurance does not apply to "bodily from your work for the additional insured injury," "property damage" or "personal and which is the subject of the written contract or advertising injury" arising out of operations written agreement. No coverage applies to performed for the state or municipality. liability resulting from the sole negligence of c. Controlling Interest the additional insured. The insurance provided to the additional Any persons or organizations with a insured is limited as follows: controlling interest in you but only with respect to their liability arising out of: (1) The Limits of Insurance applicable to the (1) Their financial control of you;or additional insured are those specified in the written contract or written agreement (2) Premises they own, maintain or control or in the Declarations of this policy, while you lease or occupy these whichever is less. These Limits of premises. Insurance are inclusive of, and not in addition to,the Limits of Insurance shown This insurance does not apply to structural in the Declarations. alterations, new construction and demolition operations performed by or for such additional (2) The coverage provided to the additional insured. insured by this endorsement and paragraph F.9.of the definition of"insured d. Managers or Lessors of Premises contract" under Liability and Medical A manager or lessor of premises but only with Expenses Definitions do not apply to respect to liability arising out of the ownership, "bodily injury" or "property damage" maintenance or use of that specific part of the arising out of the "products-completed premises leased to you and subject to the operations hazard" unless required by the following additional exclusions: written contract or written agreement. This insurance does not apply to: (3) The insurance provided to the additional insured does not apply to "bodily injury," (1) Any "occurrence" which takes place after "property damage," or "personal and you cease to be a tenant in that premises; advertising injury" arising out of the or rendering or failure to render any (2) Structural alterations, new construction or professional services. demolition operations performed by or on b. State or Political Subdivisions behalf of such additional insured. A state or political subdivision subject to the e. Mortgagee,Assignee or Receiver following provisions: A mortgagee, assignee or receiver but only m E (1) This insurance applies only with respect with respect to their liability as mortgagee, to the following hazards for which the assignee, or receiver and arising out of the state or political subdivision has issued a ownership, maintenance, or use of a premises o permit in connection with premises you by you. own, rent, or control and to which this This insurance does not apply to structural insurance applies: alterations, new construction or demolition (a) The existence, maintenance, repair, operations performed by or for such additional construction, erection, or removal of insured. advertising signs, awnings, canopies, f. Owners/Other Interests–Land is Leased = cellar entrances, coal holes, driveways, manholes, marquees, An owner or other interest from whom land °— hoistaway openings, sidewalk vaults, has been leased by you but only with respect street banners, or decorations and to liability arising out of the ownership, similar exposures; or maintenance or use of that specific part of the (b) The construction, erection, or land leased to you and subject to the following removal of elevators; or additional exclusions: (2) This insurance applies only with respect This insurance does not apply to: to operations performed by you or on your (1) Any "occurrence" which takes place behalf for which the state or political after you cease to lease that land; or subdivision has issued a permit. SB-146932-E Page 2 of 5 (Ed. 06/11) BHA SB-146932-E (Ed. 06/11) (2) Structural alterations, new Damage To Property, is replaced by the construction or demolition operations following: performed by or on behalf of such additional insured. k. Damage To Property g. Co-owner of Insured Premises "Property damage"to: A co-owner of a premises co-owned by you 1. Property you own, rent or occupy, and covered under this insurance but only including any costs or expenses with respect to the co-owners liability as co- incurred by you, or any other person, owner of such premises. organization or entity, for repair, replacement, enhancement, h. Lessor of Equipment restoration or maintenance of such property for any reason, including Any person or organization from whom you prevention of injury to a person or lease equipment. Such person or organization damage to another's property; are insureds only with respect to their liability arising out of the maintenance, operation or 2. Premises you sell, give away or use by you of equipment leased to you by abandon, if the "property damage" such person or organization. A person's or arises out of any part of those organization's status as an insured under this premises; endorsement ends when their written contract or agreement with you for such leased 3. Property loaned to you; equipment ends. 4. Personal property in the care, With respect to the insurance afforded these custody or control of the insured; additional insureds, the following additional 5. That particular part of any real exclusions apply: property on which you or any This insurance does not a I contractors or subcontractors working pp y' directly or indirectly in your behalf are (1) To any "occurrence" which takes place performing operations, if the"property after the equipment lease expires;or damage" arises out of those (2) To "bodily injury," "property damage" or operations;or "personal and advertising injury" arising 6. That particular part of any property out of the sole negligence of such that must be restored, repaired or additional insured. replaced because "your work" was Any insurance provided to an additional insured incorrectly performed on it. designated under paragraphs b. through h. above Paragraph 2 of this exclusion does not does not apply to "bodily injury" or "property apply if the premises are "your work" and damage" included within the "products-completed were never occupied, rented or held for operations hazard." rental by you. 3. The following is added to Paragraph H. of the Paragraphs 1, 3, and 4, of this exclusion BUSINESSOWNERS COMMON POLICY do not apply to "property damage" (other CONDITIONS: than damage by fire or explosion) to H. Other Insurance premises: (1) rented to you: 4. This insurance is excess over any other insurance naming the additional insured (2) temporarily occupied by you with the as an insured whether primary, excess, permission of the owner, or contingent or on any other basis unless a (3) to the contents of premises rented to written contract or written agreement you for a period of 7 or fewer specifically requires that this insurance be consecutive days. either primary or primary and noncontributing. A separate limit of insurance applies to Damage To Premises Rented To You as 4. LEGAL LIABILITY—DAMAGE TO PREMISES described in Section D — Liability and Medical Expenses Limits of Insurance. A. Under B. Exclusions, 1. Applicable to Business Liability Coverage, Exclusion k. SB-146932-E Page 3 of 5 (Ed. 06/11) CNA s (Ed. 06/11) Paragraphs 3, 4, 5, and 6 of this (2) Any partner, if you or an additional exclusion do not apply to liability insured is a partnership; assumed under a sidetrack agreement. (3) Any manager, if you or an additional Paragraph 6 of this exclusion does not insured is a limited liability company; apply to "property damage" included in (4) Any "executive officer" or insurance the "products-completed operations manager, if you or an additional insured is hazard." a corporation; B. Under B. Exclusions, 1. Applicable to (5) Any trustee, if you or an additional Business Liability Coverage, the last paragraph of 2. Exclusions is deleted and insured is a trust;or replaced by the following: (6) Any elected or appointed official, if you or Exclusions c, d, e,f, g, h, i, k, I, m, n, and o, an additional insured is a political do not apply to damage by fire to premises subdivision or public entity. while rented to you or temporarily occupied by This paragraph e. applies separately to you you with permission of the owner or to the and any additional insured. contents of premises rented to you for a period of 7 or fewer consecutive days. A 7. Bodily Injury separate limit of insurance applies to this Section F. Liability and Medical Expenses coverage as described in Section D. Liability Definitions, item 3. "Bodily Injury" is deleted and And Medical Expenses Limits Of replaced with the following: Insurance. "Bodily injury" means bodily injury, sickness or C. The first Paragraph under item 5. Damage To disease sustained by a person, including death, Premises Rented To You Limit of Section humiliation, shock, mental anguish or mental D. Liability And Medical Expenses Limits injury by that person at any time which results as Of Insurance is replaced by the following: a consequence of the bodily injury, sickness or The most we will pay under Business Liability disease. for damages because of "property damage" 8. Expanded Personal and Advertising Injury to any one premises, while rented to you, or Definition temporarily occupied by you, with the permission of the owner, including contents of a. The following is added to Section F. Liability such premises rented to you for a period of 7 and Medical Expenses Definitions, item 14. or fewer consecutive days, is the Damage to Personal and Advertising Injury, in the Premises Rented to You limit shown in the Businessowners General Liability Declaration. Coverage Form: 5. Blanket Waiver of Subrogation h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural s We waive any right of recovery we may have person, but only if such discrimination or : against: humiliation is: 0 a. Any person or organization with whom you 1. Not done intentionally by or at the " have a written contract that requires such a direction of: waiver. a. The insured; or 6. Broad Knowledge of Occurrence b. Any "executive officer," director, The following items are added to E. stockholder, partner, member or Businessowners General Liability Conditions manager (if you are a limited liability in the Businessowners Liability Coverage company)of the insured; and Form: 2. Not directly or indirectly related to the e. Paragraphs a. and b. apply to you or to any employment, prospective employment, additional insured only when such past employment or termination of — "occurrence,"offense, claim or"suit" is known employment of any person or person by to: any insured. (1) You or any additional insured that is an b. The following is added to Exclusions, Section individual; B.: SB-146932-E Page 4 of 5 (Ed. 06/11) CNA SB-146932-E (Ed.06/11) (15)Discrimination Relating to Room, Personal and Advertising Injury Liability is Dwelling or Premises excluded either by the provisions of the Policy Caused by discrimination directly or or by endorsement. indirectly related to the sale, rental, lease 9. Personal and Advertising Injury Re-defined or sub-lease or prospective sale, rental, Section F. Liability and Medical Expenses lease or sub-lease of any room, dwelling Definitions, item 14, Personal Advertising Injury, or premises by or at the direction of any Paragraph c. is replaced by the following: insured. (16)Fines or Penalties c. The wrongful eviction from, wrongful entry into, or invasion of the right of private Fines or penalties levied or imposed by a occupancy of a room dwelling or premises governmental entity because of that a person or organization occupies discrimination. committed by or on behalf of it's owner, c. This provision (Expanded Personal and landlord or lessor. Advertising Injury) does not apply if SB-146932-E Page 5 of 5 (Ed. 06/11)