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HomeMy WebLinkAboutAGMT - AKM Consulting Engineers (Pier Sewer Pump Station Designs)PROFESSIONAL SERVICES AGREEMENT FOR Seal Beach Pier Sewer Pump Station between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 E1 AKM Consulting Engineers 553 Wald Irvine, CA 92618 949 - 753 -7333 This Design Professional Services Agreement ( "the Agreement') is made as of November 16, 2016 (the "Effective Date "), by and between AKM Consulting Engineers ( "Consultant'), a California corporation and the City of Seal Beach ( "City "), a California charter city, (collectively, "the Parties "). 1 of 1 RECITALS A. City desires certain design professional services. B. Pursuant to the authority provided by its City Charter and Government Code § 37103, if applicable, and Resolution No. 6649, a Resolution Proclaiming a Local Emergency in Connection with the Fire on the Seal Beach Pier and Authorizing the City Manager to Take Such Actions as are Necessary to Protect Public Health, Safety and Property and are Consistent with the Seal Beach City Charter and Municipal Code, City desires to engage Consultant to provide Professional Engineering services in the manner set forth herein and more fully described in Section 1. C. Consultant represents that the principal members of its firm are qualified professional engineers and are fully qualified and able to perform the services contemplated by this Agreement in a good and professional manner; and it desires to perform such services as provided herein. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. /_CC]".14 W114i'11I 1.0 Scope of Services 1.1. Consultant shall provide those services ( "Services ") set forth in the attached Exhibit A (Proposal for Engineering Design Services; Pier Sewage Pump Station, dated September 23, 2016). To the extent that there is any conflict between Exhibit A and this Agreement, this Agreement shall control. 1.2. Consultant shall perform all Services under this Agreement on a timely, regular basis and in a manner reasonably satisfactory to the City. 1.3. In performing this Agreement, Consultant shall comply with all applicable provisions of federal, State, and local law. 1.4. As a material inducement to City to enter into this Agreement, Consultant hereby represents that it has the experience necessary to undertake the Services to be provided. In light of such status and experience, Consultant hereby covenants that it shall follow the customary professional standards in performing all Services. 1.5. By executing this Agreement, Consultant represents that, to the extent required by the standard of practice, Consultant (a) has investigated and considered the Scope of Services to be performed, (b) has carefully considered how the Services should be performed, and (c) understands the facilities, difficulties and restrictions attending performance of the Services under this Agreement. 2 of 2 2.0 Term The term of this Agreement shall commence as of the Effective Date and shall continue for 100 working days unless previously terminated as provided by this Agreement. 3.0 Consultant's Compensation City will pay Consultant in accordance with the billing rates set forth in Exhibit A for Services but in no event will the City pay more than $109,468. Consultant will not be compensated for any work performed not specified in the Scope of Services as defined in this Agreement and Exhibit A unless the City authorizes such work in advance and in writing, and unless such Services are authorized by Resolution No. 6649. Any such additional work authorized by the City pursuant to this Section will be compensated in accordance with the billing rates set forth in Exhibit A. 4.0 Method of Payment 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. Consultant acknowledges and agrees that Consultant's invoices will be paid on City's behalf by a third party, and Consultant shall reasonably cooperate with City to provide any documentation, information or release the third party may require prior to payment. No federal or state payroll taxes or other taxes or deductions shall be withheld from any payments made to Consultant for Services performed under this Agreement. 5.0 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 thirty 30 days prior to the date of termination. 5.2. Notwithstanding Subsection 5.1, 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 any insurance policy required by this Agreement at least 30 days before the expiration date of the previous policy(ies). 5.3. Notice of termination shall be given in accordance with Section 7.0. 6.0 Party Representatives 6.1. The City Manager is the City's representative for purposes of this Agreement. 3 of 3 6.2. Zeki Kayiran, PE is the Consultant's representative for purposes of this Agreement. It is expressly understood that the experience, knowledge, capability, and reputation of Zeki Kayiran, PE were a substantial inducement for City to enter into this Agreement. Therefore, Zeki Kayiran, PE shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. Consultant may not change its representative without the prior written approval of City, which approval shall not be unreasonably withheld. 7.0 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 - 8th Street Seal Beach, California 90740 Attn: City Manager To Consultant: AKM Consulting Engineers 553 Wald Irvine, CA 92618 Attn: Zeki Kayiran, President 7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 8.0 Personnel Consultant has or shall secure, at its own expense, all personnel required to perform the Services under this Agreement. Any person who performs Services shall possess the qualifications, permits, and licenses required by State and local law to perform such Services. 9.0 Independent Contractor 9.1. Consultant is and shall at all times remain an independent contractor and not an employee of the City, and Consultant is and shall not be entitled to participate in any pension plan, insurance, bonus or similar benefits that City provides for its employees. All Services provided pursuant to this Agreement shall be performed by Consultant or under its exclusive supervision, direction and control. Consultant will determine the means, methods, and details of performing the Services. Consultant shall be solely responsible for the satisfactory work performance of all personnel 4of4 engaged in performing the Services and compliance with the customary professional standards. 9.2. Any additional personnel performing Services under this Agreement on behalf of Consultant shall also not be employees or agents of City and shall at all times be under Consultant's exclusive supervision, direction and control. Consultant's personnel shall also not be entitled to participate in any pension plan, insurance, bonus or similar benefits that City provides for its employees. 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, withholdings, deductions and other obligations respecting such additional personnel, including, but not limited to: Social Security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 9.3. To the fullest extent permitted by law, Consultant shall defend (with legal counsel acceptable to City), indemnify and hold harmless City and its elected and appointed officials, officers, employees, attorneys, agents, servants, designated volunteers, those City 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 or caused by Consultant's personnel practices or any negligent or willful act or omission of Consultant related to or arising out of this Section 9.0. In addition to any other remedies under this Agreement or law, 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 or refusal to promptly defend, indemnify and pay to City any defense costs, reimbursement or indemnification arising under this Section 9.0. Consultant's defense and indemnification obligations under this Section are in addition to Consultant's defense and indemnification obligations of Section 16.0. 10.0 Confidentiality; Publication of Documents 10.1. 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. Except as necessary for performance of the Services under this Agreement, no copies, sketches, photographs, or graphs of materials, prepared pursuant to this Agreement, and no data, documents or other information developed or received by Consultant in the performance of this Agreement shall be released by Consultant to any other person or public without City's prior written authorization. City shall grant such authorization if applicable law requires disclosure. All City data shall be returned to City upon the termination of this Agreement. Consultant's covenant under this Section shall survive the termination of this Agreement. 10.2. All press releases and other information to be published in newspapers or magazines, will be approved and distributed solely by City, unless otherwise provided by written agreement between the Parties. Should Consultant receive any subpoena or 5 of 5 other court order for production or disclosure of any records, Consultant shall immediately notify City and shall cooperate with City in responding to such subpoena or court order. 10.3. Consultant's covenants under this Section shall survive the termination of this Agreement. 11.0 Subcontractors No portion of this Agreement shall be subcontracted without the prior written approval of City. Consultant is fully responsible to City for the performance of any and all subcontractors. 12.0 Ownership of Documents and Work Product 12.1. All data, documents, plans, specifications, reports, information, exhibits, photographs, images, video files and media created or developed by Consultant pursuant to this Agreement ( "Written Products ") shall be and remain the property of City without restriction or limitation upon its use, duplication or dissemination by City. All Written Products shall be considered "works made for hire," and all Written Products and intellectual property rights arising from their creation, including, but not limited to, all copyrights and other proprietary rights, shall be and remain the property of City without restriction or limitation upon their use, duplication or dissemination by City. Consultant shall not obtain or attempt to obtain copyright protection as to any Written Products. 12.2. Consultant hereby assigns to City all ownership and intellectual property rights to the Written Products that are not otherwise vested in City pursuant to the paragraph directly above this one. 12.3. Consultant warrants and represents that it has secured all necessary licenses, consents or approvals to use any instrumentality, thing or component as to which any intellectual property right exists, including computer software, used in the rendering of the Services and the production of all Written Products produced under this Agreement, and that City has full legal title to and the right to reproduce the Written Products. To the fullest extent permitted by law, Consultant shall defend, indemnify and hold City and its elected and appointed officials, officers, employees, servants, attorneys, agents, designated volunteers, and those City agents serving as independent contractors in the role of City officials, harmless from any loss, claim or liability in any way related to a claim that City's use of any of the Written Products is violating federal, state or local laws, or any contractual provisions, or any laws relating to trade names, licenses, franchises, copyrights, patents or other means of protecting intellectual property rights and /or interests in products or inventions. Consultant shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked documents, materials, equipment, devices or processes in connection with its provision of the Services and Written Products produced under this Agreement. In the event the use of any of the Written Products or other deliverables hereunder by City is held to constitute an infringement and the use of any of the same is enjoined, Consultant, at its expense, 6 of 6 shall: (1) secure for City the right to continue using the Written Products and other deliverables by suspension of any injunction, or by procuring a license or licenses for City; or (2) modify the Written Products and other deliverables so that they become non - infringing while remaining in compliance with the requirements of this Agreement. This covenant shall survive the termination of this Agreement. Consultant's defense and indemnification obligations under this Section 12.3 are in addition to Consultant's defense and indemnification obligations of Section 16.0. 12.4. Upon expiration or termination of the Agreement, Consultant shall deliver to City all Written Products and other deliverables related to any Services performed pursuant to this Agreement without additional cost or expense to City. If Consultant prepares a document or other Written Product on a computer, Consultant shall provide City with said Written Product both in a printed format and in an electronic format that is acceptable to City. 13.0 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. 14.0 Inspection and Audit of Records Consultant shall maintain complete and accurate records with respect to all Services and other matters covered under this Agreement, including but expressly not limited to, all Services performed, salaries, wages, invoices, time cards, cost control sheets, costs, expenses, receipts and other records with respect to this Agreement. Consultant shall maintain adequate records on the Services provided in sufficient detail to permit an evaluation of all Services and work in connection therewith. All such records shall be clearly identified and readily accessible. At all times during regular business hours, Consultant shall provide City with free access to such records, and the right to examine and audit the same and to make copies and transcripts as City deems necessary, and shall allow inspection of all program data, information, documents, proceedings and activities and all other matters related to the performance of the Services under this Agreement. Consultant shall retain all financial and program service records and all other records related to the Services and performance of this Agreement for at least three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. City's rights under this Section 14.0 shall survive for three years after expiration, termination or final payment under this Agreement, whichever occurs later. 15.0 Insurance 15.1. Liability Insurance. Consultant shall procure and maintain in full force and effect for the duration of this Agreement insurance against claims for bodily injury, death, personal injury, property damage and professional negligence which may arise 7of7 from or in connection with the performance of the Services hereunder by Consultant, and its directors, officers, employees, agents, representatives, and subcontractors. 15.2. Minimum Scope of Insurance. Unless otherwise approved by City, coverage shall be at least as broad as: than: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto). Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. Professional Liability insurance. Consultant shall provide to City the standard form issued by the carrier. 15.3. Minimum Limits of Insurance. Consultant shall maintain limits no less General Liability: $2,000,000 per occurrence and in the aggregate for bodily injury, personal injury and property damage. Commercial General Liability Insurance or other form with a general aggregate limit shall apply separately to this Agreement or the general limit shall be twice the required occurrence limit. Automobile Liability: $1,000,000 per accident for bodily injury and property damage. Employer's Liability: $1,000,000 per accident and in the aggregate for bodily injury or disease and Workers' Compensation Insurance in the amount required by law. Professional Liability: $1,000,000 per claim /aggregate. 15.4. Deductibles and Self- Insured Retentions. Consultant shall inform City of any deductibles or self- insured retentions except with respect to professional liability insurance. 15.5. Other Insurance Provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: 15.5.1. City, its elected and appointed officers, officials, employees, servants, attorneys, agents, designated volunteers, and those City agents serving as independent contractors in the role of City officials, shall be covered as additional insureds as respects: liability arising out of activities performed by or on behalf of • Consultant; products and completed operations of Consultant; premises owned, occupied or used by Consultant; or automobiles owned, leased, hired or borrowed by Consultant. The coverage shall contain no limitations on the scope of protection afforded to City, its elected and appointed officers, officials, employees, servants, attorneys, agents, designated volunteers, and those City agents serving as independent contractors in the role of City officials which are not also limitations applicable to the named insured. 15.5.2. For any claims related to this Agreement, Consultant's insurance coverage shall be primary insurance as respects City, its elected and appointed officers, officials, employees, servants, attorneys, agents, designated volunteers, and those City agents serving as independent contractors in the role of City officials. Any insurance or self- insurance maintained by City, its elected and appointed officers, officials, employees, servants, attorneys, agents, designated volunteers, and those City agents serving as independent contractors in the role of City officials shall be excess of Consultant's insurance and shall not contribute with it. 15.5.3. Consultant's insurance shall 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. 15.5.4. Each insurance policy required by this Agreement shall be endorsed to state that 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 City, or 10 days' prior written notice by express overnight mail if cancellation is due to nonpayment of premiums. 15.5.5. Each insurance policy, except for the professional liability policy, required by this Agreement shall expressly waive the insurer's right of subrogation against City and its elected and appointed officials, officers, employees, servants, agents, attorneys, designated volunteers, those City agents serving as independent contractors in the role of City officials. 15.6. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VIII unless waived in writing by City's Risk Manager. 15.7. Verification of Coverage. All insurance coverages shall be confirmed by execution of endorsements on forms approved by City. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by City before services commence. As an alternative to City forms, Consultant's insurer may provide complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications. 9 of 9 16.0 Indemnification, Hold Harmless, and Duty to Defend 16.1. Indemnity for Design Professional Services. In connection with its design professional services, and to the fullest extent permitted by law, Consultant shall, at its sole cost and expense, defend, hold harmless and indemnify City, and its elected and appointed officials, officers, employees, attorneys, agents, servants, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively, "Indemnitees" in this Section 16.0), with respect to any and all claims, demands, causes of action, proceedings, judgments, damages, liabilities, losses, penalties, liens, costs or expenses, in law or in equity, of any nature whatsoever, including, fees of accountants and other professionals and experts, and all costs associated therewith, and reimbursement of attorneys' fees and costs of defense to property or persons (collectively, "Claims" hereinafter), including but not limited to Claims relating to death or injury to any person and injury to any property, which arise out of, pertain to, or relate to, in whole or in part, the negligence, recklessness, or willful misconduct of Consultant or any of its officers, principals, directors, employees, agents, servants, subcontractors, or contractors, or their officers, agents, servants, or employees (or any entity or individual that Consultant shall bear the legal liability thereof), in the performance of design professional services under this Agreement by a design professional, as the term is defined in California Civil Code 2782.8(c)(2). 16.2 Other Indemnities. Other than in the performance of design professional services (as provided in Subsection 16.1), and to the fullest extent permitted by law, Consultant shall, at its own cost and expense, defend, hold harmless and indemnify the Indemnitees (as defined in Section 16.1) from and against any and all damages, claims, demands, causes of action, proceedings, judgments, injuries, liabilities, losses, liens, penalties, costs, and expenses, in law or equity, of any nature whatsoever, including but not limited to fees and costs of accountants, attorneys and other professionals, and all fees, costs and expenses associated therewith, and the payment of all consequential damages (collectively "Damages ") in law or in equity, whether actual, alleged or threatened, including but not limited to, Damages relating to death or injury to any person and injury to any property, which arise out of, pertain to, or relate to the acts or omissions of Consultant or any of its officers, directors, employees, subcontractors, materialmen, suppliers, contractors, or agents, or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of this Agreement, except for Damages arising from the sole negligence or willful misconduct of the City, as determined by final arbitration or court decision or by the agreement of the parties. Consultant shall defend Indemnitees in any action or actions filed in connection with any such Damages with counsel of City's choice, and shall pay all costs and expenses, including but not limited to all attorneys' fees and experts' costs actually incurred in connection therewith. Consultant's duty to defend pursuant to this Subsection 16.2 shall apply independent of any prior, concurrent or subsequent misconduct, negligent acts, errors or omissions of Indemnitees. 10 of 10 16.2. Consultant's defense, hold harmless and indemnification obligations under this Section 16.0 or any other provisions of this Agreement shall not be restricted to insurance proceeds, if any, received by Consultant, the City or any of the other Indemnitees as defined in this Section. 16.3. All duties and other covenants of Consultant under this Section 16.0 shall survive termination of this Agreement. 17.0 Conflict of Interest 17.1. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant "financially interested" (as provided in California Government Code §§ 1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained. 17.2. Consultant further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Nor has Consultant paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift. 17.3. 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. 18.0 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, disability, ancestry, sex, sexual orientation, or age. Such non - discrimination includes, but is not 11 of 11 limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. 19.0 Safety Requirements All work performed under this Agreement shall be performed in such a manner as to provide safety to the public and to meet or exceed the safety standards outlined by CAL OSHA. City may issue restraint or cease and desist orders to Consultant when unsafe or harmful acts are observed or reported relative to the performance of the Services. Consultant shall maintain the work sites free of hazards to persons and property resulting from its operations. Consultant shall immediately report to City any hazardous condition noted by Consultant. 20.0 Labor Certification 20.1. By its signature to this Agreement, 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 and to maintain such insurance at all times during the term of this Agreement. 20.2. Consultant further certifies it is aware of the requirements of Chapter 9.75 of the Seal Beach Municipal Code, California Labor Code Section 1720, et seq. and 1770, et seq., and California Code of Regulations, Title 8, Section 16000, et seq., (collectively "Prevailing Wage Laws "), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. To the extent that any of the Services to be performed under this Agreement constitute a public work or maintenance project to which prevailing wages apply pursuant to the Prevailing Wage Laws, Consultant agrees to comply with the provisions of California Labor Code §§ 1771, 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. Consultant shall, as a penalty to City, forfeit not more than two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the Director of Industrial Relations for the work or craft in which the worker is employed for any public work done under the contract by Consultant or by any subcontractor. Consultant further agrees to comply with the provisions of California Labor Code § 1776 which require Consultant and each subcontractor to (1) keep accurate payroll records, (2) certify and make such payroll records available for inspection as provided by Section 1776, and (3) inform the City of the location of the records. Consultant is responsible for compliance with Section 1776 by itself and all of its subcontractors. 21.0 Permits and Licenses Consultant, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, licenses and certificates as may be required in 12 of 12 connection with the performance of Services under this Agreement, including, without limitation, a City of Seal Beach business license as may be required by the Seal Beach Municipal Code. 22.0 Time of the Essence Time is of the essence in respect to all provisions of this Agreement that specify a time for performance. 23.0 Entire Agreement This Agreement contains the entire Agreement of the Parties with respect to the subject matter hereof, and supersedes all prior oral and written negotiations, understandings, representations, or agreements. This Agreement may only be modified by a writing signed by both Parties. 24.0 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. 25.0 Governing Law; Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to conflict of law principles, except that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in interpreting this Agreement. Any dispute that arises under or relates to this Agreement shall be resolved in the superior court or federal court with geographic jurisdiction over the City. 26.0 No Third Party Rights No third party shall be deemed to have any rights hereunder against either Party as a result of this Agreement. 27.0 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. In no event shall the making by City of any payment to Consultant constitute or be construed as a waiver by City of any breach of covenant, or any default which may then exist on the part of Consultant, and the making of any such payment by City shall in no way impair or prejudice any right or remedy available to City with regard to such breach or default. 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. 13 of 13 28.0 Attorneys' Fees If a Party commences any litigation or other action against the other Party, either legal, administrative, or otherwise, arising out of or in connection with this Agreement, the prevailing Party in such action shall be entitled to have and recover from the losing Party all of its reasonable attorneys' fees and other costs incurred in connection therewith. 29.0 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. 30.0 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 provisions of this Agreement. (Intentionally Left Blank) 14 of 14 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: AKM CONSULTING ENGINEERS Atte; M �Id iwi a4i1L ' Approved as to Form: By: Z'�' zz,,� Name: 2n�k ✓[ ay it n Its: go Nam( Its: \kc.E WVSktX[j; By: G 4 LMr SIS�Z a ��A 7 +/Craig A. Weele, Cit Attorney 15 of 15 Client#: 974 AKMCONSUL ACORD. CERTIFICATE OF LIABILITY INSURANCE DATE/YYYY) 11l30/200I2016 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 Dealey, Renton & Associates P. O. Box 12675 Oakland, CA 94604 -2675 NAME: Nancy Ferrick PHONE 510 465 -3090 x ac NA Est : ac, No : 510 452 -2193 EMAIL ADDRESS: /(�'�� V Y nferrickdeale renton.com INSURER(S) AFFORDING COVERAGE NAIC p 510 465 -3090 INSURER A: Sentinel Insurance Co. LTD X11000 INSURED INSURER a: Trumbull Insurance Company 27120 AKM Consulting Engineers, Inc. INSURER C: Travelers Casualty & Surety Co. 31194 553 Wald Street Irvine, CA 926184627 INSURER D INSURER E 81 000 000 INSURER F: MED EXP (Any me person) $10,000 COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILTRR TYPE OF INSURANCE ADDLSUBR MD POLICY NUMBER POLICY MWDCV UP LIMITS A X COMMERCIAL GENERAL LIABILITY X X 57SBWLU8719 9/20/2016 091201201 EEACH�OECCCURRENCE 82000000 CLAIMS -MADE OCCUR PREMISE$ EaEccwE ence 81 000 000 MED EXP (Any me person) $10,000 PERSONAL 8 ADV INJURY $2,000,000 GENL AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $4,000,000 RL ElPOLICY AI JECT LOC PRODUCTS - COMPIOP AGO 54,000,000 $ OTHER'. A AUTOMOBILE LIABILITY X X 57SBWLU8719 9/20/2016 09/20/201 EO DINEDtSINGLELIMIT $2,000,000 BODILY INJURY (Per person) $ ANY AUTO X ALL OWNED SCHEDULED AUTOS AUTOS HIRED AUTO$ X NON -OWNED AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE Peracadent g S A X UMBRELLA LIAB X OCCUR X X 57SBWLU8719 9120/2016 09/20/2017 EACH OCCURRENCE $1000000 AGGREGATE $1,000,000 EXCESS LU\B CLAIMS -MADE DED I I RETENTION$ $ B WORKERS COMPENSATION AND EMPLOYERS UABILITY ANY PROPRIETOR/PARTNERIEXECUTIVE YIN OFFICERIMEMBER EXCLUDED? N (Mandatory in NH) N/A X 57WEGZS0250 9/20/2016 09/20/2017 X I PTAT ORH- UnIE E.L. EACH ACCIDENT $1000000 E.L. DISEASE - EA EMPLOYEE $1,000,000 If yes, dedd,rbe under DESCRIPTION OF OPERATIONS below EL DISEASE- POLICY LIMIT $1,000,000 C Professional 105344511 9/2012016 09/20/201 $2,000,000 per Claim Liability $2,000,000 Annl Aggr. DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Addifional Remarks Schedule, maybe attached if more space is required!) General Liability Policy excludes claims arising out of the performance of professional services. Re: Seal Beach Pier Sewer Pump Station - City of Seal Beach, its elected and appointed officers, officials, employees, servants, attorneys, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials are named as additional insureds for General and Auto Liability. Insurance is Primary and Non - Contributory per policy form. Severability of Interest applies to the General (See Attached Descriptions) City of Seal Beach 211 Eighth Street Seal Beach, CA 90740 ACORD 25 (2014101) 1 of 2 #S1876063IM1820079 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988 -2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD PAZ DESCRIPTIONS (Continued from Page 1) Liability policy. Waiver of Subrogation applies to the General Liability, Auto Liability and Worker's Compensation. Cancellation: 30 Day /10 Day for Non - Payment of Premium. SAGITTA 25.3 (2014101) 2 of 2 #51876063/M1820079 Insured: AKM Consulting Engineers, Inc. Insurer Sentinel insurance Cp. LTD Policy Number: sgSBV IJ871e Policy Effective Date: 0 912 012 01 6 Re'. Seal Beach Pier Sever Pump Stall -NAME OF PERSONS) OR ORGANIZATION(S), CMI City of Seal Bead,, its ¢laded and ap asseed aficers, dfidals anplo el servants. atlarneys, Additional Insured: a3a,te, designed voenteers and sties city agents anvng as indepenCmdconVal in ms rae of Gdyastdsts. EXCERPTS FROM: Hartford Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM C. WHO IS AN INSURED 6. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organizations) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. f. Any Other Party (1) Any other person or organization who is not an insured under Paragraphs a. through e. above, but only with respect to liability for "bodily injury, "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In the performance of your ongoing operations; (b) In connection with your premises owned by or rented to you; or (c) In connection with "your work" and included within the "products- completed operations hazard, but only if (i) The written contract or written agreement requires you to provide such coverage to such additional insured, and (ii) This Coverage Part provides coverage for "bodily injury" or "property damage' included within the "products- completed operations hazard. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: "Bodily injury, "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: inspection, or engineering E.5. Separation of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured, and b. Separately to each insured against whom a claim is made or "suit" is brought. E.7.b.(7).(b) Primary And Non - Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non- contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. E.8.b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. EXCERPT FROM Hartford Form SS 04 38 06 01 HIRED AUTO AND NON -OWNED AUTO B. With respect to the operation of a "non -owned auto ", WHO IS AN INSURED is replaced by the following: The following are "insureds': d. Anyone liable for the conduct of an "insured ", but only to the extent of that liability. Insured: AKM Consulting Engineers, Inc. Policy Number: 57WEGZS0250 Effective Date: 09120/2016 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Re: Seal Beach Pier Sewer Pump Station - PERSON OR ORGANIZATION, CONT.: City of Seal Beach, its elected and appointed officers, officials, employees, servants, attorneys, agents, City of Seal Beach designated volunteers and those City agents serving as independent contractors in the role of City 211 Eighth Street officials. Seal Beach, CA 90740 Countersigned by 44-:" Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date: Policy Expiration Date: t' Nwr a 'i; - ay {a �, t s A L� c:. .""S a—,Ftr P f' %°-�"i' b` 6 IS*` .` `.0 4 e1:? f t `ifti e "''1' 4 ^U $t- Y t t l sfi 3'1 e Z�'��.Y,i{ "''-"bry g i '�?: r r s ^' - s �u°><; . �y' ,x, ,,1"Y3 -j" '�Fq' �'[" x+�'.f .u�"a; wh'k��) `. r c.-r''+q< .A.�'•b . .. 1 i '` r Jv t}a t`,yy3' „ viii-'zf',�` x> .�,' 3i +5`S. <'^ .."'t" iky '"a`,. �,.'.r. ^�(.... xu w '���fp reu.� t_:� _}tea py+v 4� � � 7.-c� � a.. , .�+kk Y ��4t .".+ s'� ��. l ooO 'k° � s a a�' s -Y"" '"� 's 3� ` :L 5�.`f ",�`' 3r� a a ,r3 s81` z r. as., .. , ,,,,,, "�- `°'�' fi . '€ "s.«h r" aK,a r�'» jar. 3 xr ,r'k ate' F w,. ,}�;. y''+'"*n 5 ',*g .� 4 , ,a . : r CITY HALL' „,, ,t .� qi0 z SEAL BEACH;CA 90740 : ,. R �,,, ; �I B� � (562)431 2527 II ..ttl ( 62)431 beachca. ov ,' r > 5n 9 December 14, 2016 AKM Consulting Engineers 553 Wald Irvine, CA 92618 Attn: Zeki Kayiran, President RE: Agreement for Pier Sewer Pump Station Designs Dear Zeki: Enclosed is fully executed copy of the above referenced agreement. We have kept two copies for our records. If you have any questions regarding same, please contact the City Clerk's office at 562- 431-2527, Ext. 1305. Sincerely, 7(42,rely, Winnie Bell Part-Time Executive Assistant City Clerk's Office City of Seal Beach wbell @ sealbeachca.00v 562-431-2527 Ext.1304 Enclosure `chi `� 5Mts`Y'y a'+ a tlizkI y` six n t�t„j`F'''s�' . .^.-nA---7,7 arras i 'y` .7 4rR- A3' '", z a x +. a l�'t'�- "r h ,:.,1 .s` u'�..,' o-<roY,_,k,.` :I ia.,,a`_"�.,. ,r`r' rrr.+' L �'+ �w'�ic t--C�' .. .... —'_->r�