HomeMy WebLinkAboutAGMT - Culbertson,Adams & Associates (General Plan Review) 05/24/2008 15:41 FAX 9495813599 CULBERTSON ADAMS Z002/018
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AGREEMENT FOR CONTRACT SERVICES
General Plan Review/Update and
Local Coastal Plan Preparation
THIS AGREEMENT FOR CONTJACT SERVICES (the "Agreement ") is made and entered
into as of gesitte cQij , 2002 by and between the CITY OF SEAL BEACH, a
municipal corporation ( "City ") and Culbertson. Adams & Associates. Inc. _ ( "Contractor ").
RECITALS
WHEREAS, City desires to employ the services of consultants to provide
professional services regarding preparation of a General Plan Review and Update, preparation of
a Local Coastal Nan, and necessary environmental assessments in accordance with the
provisions of the State Planning Law, the California Coastal Act, the California Environmental
Qality Act (CEQA) and the Local CEQA Guidelines of the CITY; and
WHEREAS, the California Environmental Quality Act, the State EIR
Guidelines, and City's Local EIR Guidelines may require the preparation of a Mitigated Negative
Declaration or an Environmental Impact Report (hereinafter "EIR ") prior to the City's decision
on the General Plan Review/Update and Local Coastal Plan Preparation project; and
WHEREAS, Contractor represents that it is able to prepare the General Plan
Review/Update and Local Coastal Plan Preparation and related Mitigated Negative Declaration
or EIR, if determined necessary, in conformance with all applicable laws and guidelines;
NOW, THEREFORE, the parties agree that the term of this Agreement
shall be for eighteen months frum the day and year first above stated.
IN WITNESS WHEREOF, the parties have executed and entered into this
Agreement for Contract Services as of the date first set forth above.
C:?'ly Documents \FORMS\2002 GP -LCP Services Agreement .Culbestson. doe \LW106 -I3 -02
05/24/2006 15:41 FAX 9495813599 CULBERTSON ADAMS 0003/018
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General , an Review/Update and Local Coastal Plan Prepare.. . Professional Services Agreement
City of Seal Beach and Culbertson, Adams & Associates
June 25, 2002
CITY OF ': EACH CONTRACTOR
By:
' B. Bahorski M. Andriette Culbertson
Its: City Manager Its: President
• ty lerk
APPROVED AS TO FORM:
iii1n Barrow
City Attorney
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GeneralTlan Review /Update and Local Coastal Plan Prepare Professional Services Agreement
City of Seal Beach and Culbertson, Adams & Associates
June 25, 2002
PART I
FUNDAMENTAL PROJECT TERMS
A. Location of Subject Project: Ci of Seal Beach
B. Description of Services /Goods to be Provided: Refer to attached "Proposal -
General Plan Review/Update and Local Coastal Plan Preparation" , submitted by
Culbertson, Adams & Associates, Inc., dated June 12, 2002. The "Housing Element" is
being prepared by separate contract and is not the responsibility of Culbertson, Adams, &
Associates, Inc.
C. Term: Unless terminated earlier as set forth in this Agreement, the services shall
commence on June 25 2002, ( "Commencement Date ") and the term of this
Agreement shall continue through January 1 , 2004.
D. Party Representatives:
D.1. The City designates the following person/officer to act on City's behalf:
Lee Whittenber • Director of Develo • ment Services
D.2. The Contractor designates the following person to act on Contractor's behalf:
• M. Andriette Culbertson President
E. Notices: Contractor shall deliver all notices and other writings required to be delivered
under this Agreement to City at the address set forth in Part II ( "General Provisions ").
City shall deliver all notices and other writings required to be delivered to Contractor at
the address set forth following Contractor's signature below.
F. Attachments: This Agreement incorporates by reference the following Attachments to
this Agreement:
F.1. Part I: Fundamental Project Terms
F.2. Part II: General Provisions
F.3. Part III: Special Provisions
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F.4. Part IV: Scope of Work
F.5. Part V: Budget
G. Integration: This Agreement represents the entire understanding of City and Contractor
as to those matters contained herein. No prior oral or written understanding shall be of
any force or effect with regard to those matters covered by this Agreement. This
Agreement supersedes and cancels any and all previous negotiations, arrangements,
agreements, and understandings, if any, between the parties, and none shall be used to
interpret this Agreement. This Agreement may only be amended by the mutual consent of
the parties by an instrument in writing. ,
IN WITNESS WHEREOF, the parties have executed and entered into this
Fundamental Project Term as of the date first set forth above in Paragraph C.
CITY OF • : EACH CONTRACTOR
By: , By I _ P,, ' f
B. Bahorski M. Andriette Culbertson
Its: City Manager Its: President
• ttest:
o r: erk
APPROVED AS TO FORM: Contractor Information
Richards, Watson & Gershon Address for Notices and Payments:
0.._ pyy,
t • 99 l • g, Culbertson, Adams, & Associates, Inc.
Quinn Barrow Attn: M. Andriette Culbertson
City Attorney 85 Argonaut, Suite 220
Aliso Viejo, CA 92656 -4105
Telephone Number: (949) 581 -2888
FAX Number: (949) 581 -3599
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June 25, 2002
PART II
GENERAL PROVISIONS
SECTION ONE: SERVICES OF CONTRACTOR
1.1 Scope of Work. Contractor shall provide the goods and/or services shown on Part IV
hereto ( "Scope of Work "). If this Agreement is for the provision of goods, supplies,
equipment or personal property, the terms "services" and "work" shall include the
provision (and, if designated in the Scope of Work, the installation) of such goods,
supplies, equipment or personal property.
1.2 Instructions from City. In the performance of this Agreement, Contractor shall
report to and receive instructions from City's Representative designated in Paragraph
D. 1 of Part I ( "Fundamental Terms ") of this Agreement. Tasks or services other than
those specifically described in Part IV ( "Scope of Work ") shall not be performed
without the prior written approval of City's Representative.
1.3 Additional Services. City shall have the right at any time during the performance of
the services, without invalidating this Agreement, to order extra work or make changes
by altering, adding to, or deducting from said work. No such work shall be undertaken
unless a written order is first given by City to Contractor, incorporating therein any
adjustment in (i) the Budget, and/or (ii) the time to perform this Agreement, which
adjustments are subject to the written approval of Contractor.
1.4 Standard of Performance. Contractor agrees that all services shall be performed in a
competent, professional, and satisfactory manner in accordance with the standards
prevalent in the industry, and that all goods, materials, equipment or personal property
included within the services herein shall be of good quality, fit for the purpose
intended.
1.5 Performance to Satisfaction of City. Contractor agrees to perform all work to the
satisfaction of City within the time specified. If Contractor's work is not satisfactory
in the opinion of City's designated representative, City has the right to take
appropriate action, including but not limited to any or all of the following: (i) meeting
with Contractor to review the quality of the work and resolve matters of concern; (ii)
requiring Contractor to repeat or correct the work at no additional fee until it is
satisfactory; (iii) suspending the delivery of new or additional work to Contractor for
an indefinite time; (iv) withholding payment; and (v) terminating this Agreement as
hereinafter set forth. City's options set forth herein are non - exclusive, and are in
addition to any remedy available at law to City.
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1.6 Familiarity with Work. By executing the Agreement, Contractor warrants that
Contractor (i) has thoroughly investigated and considered the Scope of Work to be
performed, (ii) has carefully considered how the services should be performed, and
(iii) fully understands the facilities, difficulties, and restrictions attending performance
of the services under the Agreement. If the services involve work upon any site,
Contractor warrants that Contractor has or will investigate the site and is or will be
fully acquainted with the conditions there existing, prior to commencement of services
hereunder. Should the Contractor discover any conditions, including any latent or
unknown conditions, which will materially affect the performance of the services
hereunder, Contractor shall immediately inform City of such fact and shall not proceed
except at Contractor's risk until written instructions are received from City's
Representative.
1.7 Prohibition Against Subcontracting or Assignment. Contractor shall not contract
with any other entity to perform in whole or in part the services required hereunder
without the express written approval of City. In addition, neither the Agreement nor
any interest herein may be transferred, assigned, conveyed, hypothecated, or
encumbered voluntarily or by operation of law, whether for the benefit of creditors or
otherwise, without the prior written approval of City. In the event of any unapproved
transfer, including in any bankruptcy proceeding, City may void the Agreement at
City's option in its sole and absolute discretion. No approved transfer shall release any
surety of Contractor of any liability hereunder without the express consent of City.
1.8 Compensation. Contractor shall be compensated in accordance with the terms of Part
V ( "Budget "). Included in the Budget are all ordinary and overhead expenses incurred
by Contractor and its agents and employees, including meetings with City
representatives, and incidental costs incurred in performing under this Agreement.
SECTION TWO: INSURANCE AND INDEMNIFICATION
2.1 Insurance.
2.1.1 Type of insurance Required. Contractor shall procure and maintain, at
its cost and for the duration of this Agreement, comprehensive general liability and
property damage insurance, including automobile and excess liability insurance,
against all claims for injuries against persons or damages to property which may arise
from or in connection with the performance of the work hereunder by Contractor, its
agents, representatives, employees, and/or subcontractors. It shall be the sole and
exclusive duty of Contractor to ensure that its sub - contractors have complied with the
insurance requirements set forth herein, and that evidence of such compliance is
provided to City within the time limits specified in Section 2.1.6.
2.1.2 Amount of Insurance Required. The amounts of insurance required
hereunder shall be as set forth in Part III ( "Special Provisions ") of this Agreement.
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2.1.3 General Requirements. All of Contractor's and its sub - contractor's
policies of insurance shall:
2.1.3.1 Name City, its officers, officials, employees, agents,
representatives and volunteers (collectively hereinafter "City and City
Personnel ") as additional insureds and contain no special limitations on the
scope of protection afforded to City and City Personnel;
2.1.3.2 Be primary insurance and shall provide that any insurance or
self - insurance maintained by City or City Personnel shall be in excess of
Contractor's insurance and shall not contribute with it;
2.1.3.3 Be "occurrence" rather than "claims made" insurance;
2.1.3.4 Apply separately to each insured against whom claim is made
or suit is brought, except with respect to the limits of the insurer's liability;
2.1.3.5 Be endorsed to state that the insurer shall waive all rights of
subrogation against City and City Personnel; and
2.1.3.6 Be written by good and solvent insurer(s) admitted to do
business in the State of California and acceptable to City.
2.1.4 Deductibles. Any deductibles or self - insured retentions must be
declared to and approved by City prior to the execution of this Agreement by City.
2.1.5 Notice of Policy Changes. Each such insurance policy shall be endorsed
to state that coverage shall not be suspended, voided, cancelled, reduced in coverage or
in limits, non - renewed, or materially changed for any reason, without thirty (30) days
prior written notice thereof given by the insurer to City by U.S. mail, certified, or by
personal delivery. In addition to such notice provided to City by the insurer,
Contractor shall also provide City with thirty (30) days prior written notice, by
certified mail, return receipt requested, of the suspension, voiding, cancellation,
reduction in coverage or in limits, non - renewal, or material change for any reason, of
any such insurance policy or policies.
2.1.6 Evidence of Coverage. Contractor shalf furnish City with certificates of
insurance demonstrating the coverage required by this Agreement which shall be
received and approved by City not less than five (5) working days before work
commences. The duplicate originals and original endorsements for each insurance
policy shall be signed by a person authorized by that insurer to bind coverage on its
behalf. The procuring of such insurance or the delivery of duplicate originals and
endorsements evidencing the same shall not be construed as a limitation on
Contractor's obligation to indemnify City and City Personnel.
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2.1.7 Workers Compensation Insurance.
2.1.7.1 Contractor shall, to the extent required by the California Labor
Code, provide Workers' Compensation Insurance for the protection of
Contractor's employees. Contractor shall file, within the time limits specified
in Section 2.1.6 of this Agreement, a certificate of insurance which evidences
that Contractor is in compliance with said Worker's Compensation Insurance
requirement.
2.1.7.2 For any Workers' Compensation and Employer's Liability
Coverage, the insurer shall agree to waive all rights of subrogation against the
City and City Personnel arising from work performed by the Contractor for the
City.
2.1.7.3 Contractor shall require all subcontractors similarly to provide
such Workers' Compensation Insurance and certificates of insurance for their
respective employees.
2.1.7.4 In the event Contractor has no employees requiring Contractor
to provide Workers' Compensation Insurance, Contractor shall so certify to
City in writing prior to City's execution of this Agreement. City and City
Personnel shall not be responsible for any claims in law or equity occasioned
by failure of the Contractor to comply with this section or with the provisions
of law relating to Workers' Compensation.
2.2 Indemnification. Contractor shall indemnify, defend, and hold City and City
Personnel harmless from and against any and alI actions, claims, demands,
judgements, attomey's fees, costs, damage to persons or property, penalties,
obligations, expenses or liabilities that may be asserted or claimed by any person or
entity arising out of the willful or negligent acts, errors, or omissions of Contractor, its
employees, agents, representatives or subcontractors in the performanee of any tasks
or services for or on behalf of City, whether or not there is concurrent active or passive
negligence on the part of City and/or City Personnel; provided, however, that the
Contractor shall not be required to indemnify, defend or hold harmless City or City
Personnel against claims arising from the sole active negligence or willful misconduct
of City or City Personnel. In connection therewith:
• 2.2.1 Contractor shall defend, with Counsel acceptable to City, any action or
actions filed in connection with any such claimed damage, injury, penalty, obligation
or liability, and shall pay all costs and expenses, including attorney's fees, inccurred
therewith.
2.2.2 In the event City and/or any City Personnel is made a party to any action
or proceeding filed or prosecuted for any such claimed damage, injury, penalty,
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obligation or liability, Contractor shall defend City and pay to City any and all costs
and expenses incurred by City in such action or proceeding, together with reasonable
attorney's fees and expert witness fees.
SECTION THREE: LEGAL RELATIONS AND RESPONSIBILITIES
3.1 Compliance with Laws. Contractor shall keep fully informed of all State and Federal
laws and County and Municipal ordinances and regulations which in any manner
affect those employed by it or in any way affect the performance of services pursuant
to this Agreement. Contractor shall at all times observe and comply with all such
laws, ordinances, and regulations and shall be responsible for the compliance of all
work and services performed by or on behalf of Contractor. Each and every provision
required by law to be inserted into this Agreement shall be deemed to be inserted, and
this Agreement shall be read and enforced as though they were included.
3.2 Independent Contractor. Contractor shall perform all services required herein as an
independent contractor of City and shall remain at all times as to City a wholly
independent contractor. City shall not in any way or for any purpose become or be
deemed to be a partner or employer of Contractor in its business or otherwise, or a
joint venturer, or a member of any joint enterprise with Contractor. Contractor shall
not at any time or in any manner represent that it or any of its agents or employees are
agents or employees of City. Neither Contractor nor any of Contractor's employees
shall, at any time, or in any way, be entitled to any sick leave, vacation, retirement, or
other fringe benefits from City; and neither Contractor nor any of its employees shall
be paid by City any wage or overtime benefit. City is under no obligation to withhold
State and Federal tax deductions from Contractor's compensation. Neither Contractor
nor any of Contractor's employees shall be included in the competitive service, have
any propeny right to any position, or any of the rights a City employee might
otherwise have in the event of termination of employment.
3.3 Covenant Against Discrimination. Contractor covenants for itself, its heirs,
executors, assigns, and all persons claiming under or through it, that there shall be no
discrimination against any person on account of race, color, creed, relation, sex,
marital status, national origin, or ancestry, in the performance of this Agreement.
Contractor further covenants and agrees to comply with the terms of the Americans
with Disabilities Act of 1990 (42 U.S.C. §12101 et seq.) as the same may be amended
from time to time.
3.4 Use of Patented Materials. Contractor shall assume all costs arising from the use of
patented or copyrighted materials, including but not limited to equipment, devices,
processes, and software programs, used or incorporated in the services or work
performed by Contractor under this Agreement. Contractor shall indemnify, defend,
and save City harmless from any and all suits, actions or proceedings of every nature
for, or on account of, the use of any patented or copyrighted materials.
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3.5 Licenses. Permits. Fees and Assessments. Contractor shall obtain and keep in effect
throughout this Agreement, at its sole cost and expense, all licenses, permits, and
approvals that may be required by law for the performance of the services required by
this Agreement including, without limitation, a City business license. Contractor shall
have the sole obligation to pay any fees, assessments, and taxes, plus applicable
penalties and interest, which may be imposed by law and arise from or are necessary
for the Contractor's performance of the services required by this Agreement, and shall
indemnify, defend, and hold harmless City against any such fees, assessments, taxes,
penalties, or interest levied, assessed, or imposed against Contractor thereunder.
3.6 Proprietary Information. All proprietary information developed specifically for City
by Contractor in connection with, or resulting from, this Agreement, including but not
limited to inventions, discoveries, improvements, copyrights, patents, maps, reports,
textual material, or software programs, but not including Contractor's underlying
materials, software, or know -how, shall be the sole and exclusive property of City, and
are confidential and shall not be made available to any person or entity without the
prior written approval of City. Contractor agrees that the compensation to be paid
pursuant to this Agreement includes adequate and sufficient compensation for any
proprietary information developed in connection with or resulting from the
performance of Contractor's services under this Agreement. Contractor further
understands and agrees that full disclosure of all proprietary information developed in
connection with, or resulting from, the performance of services by Contractor under
this Agreement shall be made to City, and that Contractor shall do all things necessary
and proper to perfect and maintain ownership of such proprietary information by City.
3.7 Retention of Funds. Contractor hereby authorizes City to deduct from any amount
payable to Contractor (whether arising out of this Agreement or otherwise) any
amounts the payment which may be in dispute or which are necessary to compensate
City in full or part for losses, costs, liabilities, or damages suffered by City, and all
amounts for which City may be liable to third parties, by reason of Contractor's
negligent acts, errors, or omissions, or willful misconduct, in pertorming or failing to
perform Contractor's obligations under this Agreement. City in its sole and absolute
discretion, may withhold from any payment due Contractor, without liability for
interest, an amount sufficient to cover such claim or any resulting lien. The failure of
City to exercise such right to deduct or withhold shall not affect the obligations of the
Contractor to insure and indemnify City as elsewhere provided herein, or act as a
waiver of Contractor's obligation to pay City any sums Contractor owes City.
Notification of amounts in dispute will be made in writing within 10 days, otherwise
entire invoice amounts are due and payable in full.
3.8 Termination By City. City reserves the right to terminate this Agreement at any
time, with or without cause, upon 10 days written notice to Contractor. Upon receipt
of any notice of termination from City, Contractor shall immediately cease all services
hereunder except such as may be specifically approved in writing by City. Contractor
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shall be entitled to compensation for all services rendered prior to receipt of City's
notice of termination and for any services authorized in writing by City thereafter. If
termination is due to the failure of Contractor to fulfill its obligations under this
Agreement, City may take over the work and prosecute the same to completion by
contract or otherwise, and Contractor shall be liable to the extent that the total cost for
completion of the services required hereunder, including costs incurred by City in
retaining a replacement contractor and similar expenses, exceeds the Budget set forth
in Part V hereto.
3.9 Right to Stop Work: Termination By Contractor. Contractor shall have the right to
stop work only if City fails to timely make a payment required under the terms of the
Budget, at which point Contractor may suspend performance under this Agreement
after thirty (30) days' prior written notice to City. Contractor shall immediately cease
all services hereunder as of the date Contractor's notice of termination is sent to the
City. Contractor shall be entitled to compensation for all services rendered prior to the
date notice of termination is sent to City and for any services authorized in writing by
City thereafter. If Contractor terminates this Agreement because of an error, omission,
or a fault of Contractor, or Contractor's willful misconduct, the terms of Section 3.8
relating to City's right to take over and finish the work and Contractor's liability
therefor shall apply.
3.10 Waiver. No delay or omission in the exercise of any right or remedy by a
nondefaulting party on any deault shall impair such right or remedy or be construed as
a waiver. A party's consent to or approval of any act by the other party require the
party's consent or approval shall not be deemed to waive or render unnecessary the
other party's consent to or approval of any subsequent act. Any waiver by either party
of any default must be in writing and shall not be a waiver of any other default
concerning the same or any other provision of this Agreement.
3.11 Legal Actions. The Municipal and Superior Courts of the State of Califomia in the
County of Orange shall have the exclusive jurisdiction of any litigation between the
parties arising out of this Agreement. This Agreement shall be governed by, and
construed under, the laws of the State of Califomia. The rights and remedies of the
parties are cumulative and the exercise by either party of one or more of such rights or
remedies shall not preclude the exercise by it, at the same or different times, of any
other rights or remedies for the same default or any other default by the other party.
3.12 Attorneys' Fees. If either party to this Agreement is required to initiate or defend, or
is made a party to, any action or proceeding in any way connected with this
Agreement, the party prevailing in the final judgment in such action or proceeding, in
addition to any other relief which may be granted, shall be entitled to litigation costs,
including reasonable attomey's fees and expert witness fees.
3.13 Force Majeure. The time period specified in this Agreement for performance of work
may be extended by City because of any delays due to unforeseeable causes beyond
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the control and without the fault or negligence of Contractor, including, but not
restricted to, acts of God or of the public enemy, unusually severe weather, fires,
earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight
embargoes, wars, litigation, and/or acts of any governmental agency, including City,
provided that Contractor shall within ten (10) days of the commencement of such
delay notify City in writing of the causes and length of the delay. If Contractor gives
notice of such delay, City shall ascertain the facts and the extent of delay, and extend
the time for performing the services for the period of the enforced delay, when and if
in the judgement of City, such delay is justified. City's determination shall be made in
writing, and shall be final and conclusive upon the parties to this Agreement. In no
event shall Contractor be entitled to recover damages against City for any delay in the
performance of this Agreement, however caused. Contractor's sole remedy shall be
extension of this Agreement pursuant to this Section 3.13.
3.14 Non - liability of City Officers and Employees. No officer, official, employee, agent,
representative, or volunteer of City shall be personally liable to Contractor, or any
successor in interest, in the event of any default or breach by City, or for any amount
which may become due to Contractor or its successor, or for breach of any obligation
of the terms of this Agreement.
3.15 Conflict of Interest. No officer, official, employee, agent, representative, or
volunteer of City shall have any financial interest, direct or indirect, in this Agreement,
or participate in any decision relating to this Agreement which affects his or her
financial interest or the financial interest of any corporation, partnership, or association
in which he or she is interested, in violation of any Federal, State, or City statute,
ordinance, or regulation. Contractor shall not employ any such person while this
Agreement is in effect. Contractor warrants that Contractor, its officers and
employees, have not, and will not during the term of this Agreement and for at least
twelve (12) months after performance is complete, accept any employment or
consideration from any party that would constitute a conflict of interest as described in
California Government Code Sections 87100 et seq., and accompanying regulations,
as either may be amended from time to time.
SECTION FOUR: MISCELLANEOUS PROVISIONS
4.1 Records and Reports. Upon request by City, Contractor shall prepare and submit to
City any reports concerning Contractor's performance of the services rendered under
this Agreement. City shall have access, upon reasonable notice, to the books and
records of Contractor related to Contractor's performance of this Agreement in the
event any audit is required. All drawings, documents, and other materials prepared by
Contractor in the performance of this Agreement (i) shall be the property of City and
shall be delivered at no cost to City upon request of City or upon the termination of
this Agreement, and (ii) are confidential and shall not be made available to any
individual or entity without prior written approval of City. Contractor shall keep and
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maintain all records and reports related to this Agreement for a period of three (3)
years following termination of this Agreement, and City shall have access to such
records in the event any audit is required.
All documents shall be provided to City in hard copy reproducible form and also
in Word 97 or Word 2000 format. All charts, tables, figures, and maps which are
prepared with computer -based mapping or spread -sheet programs shall be provided to
City in a format acceptable to City.
4.2 Notices. Unless otherwise provided herein, all notices required to be delivered under
this Agreement or under applicable law shall be personally delivered, or delivered by
United States mail, prepaid, certified, return receipt requested, or by reputable
document delivery service that provides a receipt showing date and time of delivery.
Notices personally delivered or delivered by a document delivery service shall be
effective upon receipt. Notices delivered by mail shall be effective at 5:00 p.m. on the
second calendar day following dispatch. Notices to City shall be delivered to the
following address, to the attention of City Representative set forth in Paragraph D.1 of
the Fundamental Terms of this Agreement:
To City: City of Seal Beach
Attn: Lee Whittenberg
211 Eighth Street
Seal Beach, CA 90740
Notices to Contractor shall be delivered to the address set forth below Contractor's
signature on Part I of this Agreement, to the attention of Contractor's Representative
set forth in Paragraph D.2 of the Fundamental Terms of this Agreement. Changes in
the address to be used for receipt of notices shall be effected in accordance with this
Section 4.2.
4.3 Time of Essence. Time is of the essence in the performance of this Agreement.
4.4 Interpretation: Severability. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of this Agreement or any other rule of
construction which might otherwise apply. The Section headings are for purposes of
convenience only, and shall not be construed to limit or extend the meaning of this
Agreement. Each provision of this Agreement shall be severable from the whole. If
any provision of this Agreement shall be found contrary to law, the remainder of this
Agreement shall continue in full force.
4.5 Corporate Authority. The person(s) executing this Agreement on behalf of the
parties hereto warrant that (i) such party is duly organized and existing, (ii) they are
duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by
so executing this Agreement, such party is formally bound to the provisions of this
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Agreement, and (iv) the entering into this Agreement does not violate any provision of
any other Agreement to which said party is bound.
2002 GP -LCP Services Agreement.Culbertson 14
GenerlllTlan Review /Update and Local Coastal Plan Prepar on Professional Services Agreement
City of Seal Beach and Culbertson, Adams & Associates
June 25, 2002
PART III
SPECIAL PROVISIONS
100. INSURANCE. Pursuant to Section 2.1 of Part II ( "General Provisions ") of this
Agreement, the amounts and levels of insurance required shall be as follows:
100.1 General Liability (including premises and operations, contractual liability,
personal injury, independent contractors liability): One Million Dollars
($1,000,000.00) Single Limit, per occurrence. If commercial general liability
insurance or other form with a general aggregate limit is used, either the general
aggregate shall apply separately to this project, or the general aggregate limit shall be
three times the occurrence limit.
•
100.2 Automobile Liability (including owned, non - owned, and hired autos): One
Million Dollars ($1,000,000.00), Single limit, per occunence for bodily injury and
property damage.
100.3 Workers Compensation and Employer's Liability: One Million Dollars
($1,000,000.00) per occurrence for injuries incurred in providing services under this
Agreement (if Contractor is required to have per the laws of Califomia).
200. PERSONNEL. M. Andriette Culbertson shall be assigned to, and shall have direct
responsibility for management of the project. No change shall be made in this
assignment without the prior written approval of City. Consultant may secure, at
Consultant's sole cost and expense, such other persons as may, in the opinion of
Consultant, be needed to comply with the terms of this Agreement. If such persons
are retained by Consultant, Consultant warrants that such persons shall be fully
qualified under applicable State, Federal and local law and industry or professional
standards to perform the services for which Consultant retains them.
In addition to personnel employed directly by Consultant, Consultant shall have
the right to engage such subcontractors as it may deem necessary to the performance of
its services hereunder with the prior approval of the City, which approval shall not be
unreasonably withheld. Contractor warrants that such subcontractors shall be fully
qualified under applicable State, Federal and local law and industry or professional
standards to perform the services for which Consultant retains them.
2002 GP -LCP Services Agreement.Culbertson 15
Generf lan Review /Update and Local Coastal Plan Prepar• Professional Services Agreement
City of Seal Beach and Culbertson, Adams & Associates
June 25, 2002
PART IV
SCOPE OF WORK
(INSERT SECTION II, SCOPE OF WORK,
AS SET FORTH IN PROPOSAL)
16
2002 GP -LCP Services Agreement.Culbertson
Gene" Ian Review /Update and Local Coastal Plan Preparc t Professional Services Agreement
City of Seal Beach and Culbertson, Adams & Associates
June 25, 2002
PART V
BUDGET
(INSERT PROJECT BUDGET AND "GENERAL PROVISIONS
AND SCHEDULE OF FEES FOR PROFESSIONAL SERVICES,
DATED JANUARY 1, 2002)
2002 GP -LCP Services Agreement.Culbertson 17
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ACORD., CERTIFICAI1111 OF LIABILITY INSURAIDE DATE
ngpn/,nn,
PRODUCER 3 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
MARGIN INSURANCE AGENCY HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
SUITS B -201 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
15375 BARRANCA PRWY. INSURERS AFFORDING COVERAGE
TRVTNR, CA 92 67 R
INSURED CULBERTSON ADAMS & ASSOC INC.' INSURER A: rr1RTFORr cor# ANTRs
85 ARGONAUT #220 INSURER 8: RVRRRST NATTfNAT, TNRflRANCE cOM
ALISO VIEJO, CA 92656 INSURER C• A nMrRAr, IN,4TTRANCR COMPANY
INSURER D.
r`r7T.10 INSURER E•
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POUCY EXPIRATION LIMITS
LTR DATEIMM/DDIYYI DATEIMM/DD/YYI
A GENERAL LIABILITY 729BANI1293 08/01/2001 08/01/2002 EACH OCCURRENCE 8 1000000
X COMMERCIAL GENERAL LIABILITY FIRE DAMAGE (Any one fire) $ 700000
CLAIMS MADE ® OCCUR MED EXP (Any one person) _ $ 10000
PERSONAL & ADV INJURY $ 1000000
GENERAL AGGREGATE 8 7000000
GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS - COMP/OP AGG $ 7000000
POLICY n PRO n LOC
JECT
A AUTOMOBILE UABIUTY 72.9BANS1293 08/01/2001 08/01/2002 COMBINED SINGLE LIMIT
ANY AUTO (Ea accident) 8
1000000
ALL OWNED AUTOS
BODILY INJURY $
SCHEDULED AUTOS (Per person)
X HIRED AUTOS
BODILY INJURY $
jr NON -OWNED AUTOS (Per accident)
PROPERTY DAMAGE $
(Per accident)
GARAGE UABIUTY AUTO ONLY EA ACCIDENT $
ANY AUTO OTHER THAN EA ACC $
AUTO ONLY: AGG 8
A EXCESS UABIUTY 72SBAN11293 08/01/2001 08/01/2002 EACH OCCURRENCE 8 7000000
^I OCCUR CLAIMS MADE AGGREGATE 8 7000000
_ 9 _
DEDUCTIBLE 8
RETENTION $ 8
WORKERS COMPENSATION AND WCSTATU- OTH-
B EMPLOYERS' UABIUTY 3900021934011 08/31/2001 08/31/2002 TORYLIMITS ER
E.L. EACH ACCIDENT 8 7000000
E.L. DISEASE - EA EMPLOYEE 8 7 n00000
E.L. DISEASE - POLICY LIMIT $ 7 n n n n n n
C OTHER
11011 10/08/2001 10/08 /2002 1000000 EACH CLAIM /AGGREG
PROFESSIONAL LIABILIT
DESCRIPTION OF OPERATIONS /LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS
ADDITIONAL INSUREDS AS PER FORM CG 20 10 10 93 ATTACHED. THE PRIMARY WORDING PER FORM SS 00 08 03
00 PAGE 15 SECTION 7A, WAIVERS OF SUBROGATION TO FOLLOW.
CERTIFICATE HOLDER 1 1 ADDITIONAL INSURED; INSURER LETTER: _ CANCELLATION 7 -nA9 NnTrrR FAR NON- PAYMRNT ew '
LEE WHITTENBERG SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
THE CITY OF SEAL BEACH DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN
211 EIGHT STREET NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT. BUT FAILURE TO DO SO SHALL
SEAL BEACH, CA 90740 IMPOSE NO OBUGATION OR LIABIUTY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
REPRESENTATIVES.
AUTHORIZED REPRESENTAT E
L NR
ACORD 25 -S (7/97) ® ACORD CORPORATION 1988
. •
Policy # 72SBANI1293
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED - OWNERS, LESSEES OR
CONTRACTORS (FORM B)
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
SCHEDULE
NAME OF PERSON OR ORGANIZATION: The City of Seal Beach, it's officers,
officials, employees, agents, representatives and volunteers.
(If no entry appears above, information required to complete the endorsement will be
shown in the Declarations as applicable to this endorsement)
WHO IS AN INSURED (Section II) is amended to include as an insured the person or
organization shown in the Schedule, but only with respect to liability arising out of your
ongoing operations performed for that insured.
CG20101093