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HomeMy WebLinkAboutAGMT - Matrix Design Group Inc (Preparation of Joint Land Use Study) PROFESSIONAL SERVICES AGREEMENT for Preparation of a Joint Land Use Study Between lieg # � 3EA! t' U\�” O.4,ATln�c3A o': t^ ar si r TZ %O < -r� 14�c%Oe \c�V� City of Sea! Beach 211 8th Street Seal Beach, CA 90740 Matrix Design Group, Inc. 7844 Madison Avenue, Suite 111 Fair Oaks, CA 95628 (916) 537-0026 This Professional Service Agreement ("the Agreement") is made as of October 24, 2016 (the "Effective Date"), by and between Matrix Design Group (''Consultant"), Inc., a Colorado corporation, and the City of Seal Beach ("City"), a California charter city, (collectively, "the Parties"). Page 1 of 15 RECITALS A. City desires certain professional services. B. Pursuant to the authority provided by its City Charter and Government Code § 37103, if applicable, Resolution No. 6546, a Resolution of the Seal Beach City Council Agreeing to be the Local Sponsor of and Participate in the Preparation of a Joint Land Use Study for the Naval Weapons Station, Seal Beach ("Resolution No. 6546"), and Award No. EN1433-16-01 a grant awarded by the Office of Economic Adjustment of the U.S. Department of Defense ("OEA Award No. EN1433-16-01"), City desires to engage Consultant to provide Professional Services in the manner set forth herein and more fully described in Section 1. C. Consultant represents that it is qualified and able to provide City with 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. AGREEMENT 1.0 Scope of Services 1.1. Consultant shall provide those services ("Services") set forth in the attached Exhibit A ("Proposal"). 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, Page 3 of 15 difficulties and restrictions attending performance of the Services under this Agreement. 2.0 Term This term of this Agreement shall commence as of 12:00 a.m. on the Effective Date and shall continue for a term of two years unless previously terminated as provided by this Agreement. 3.0 Consultant's Compensation City will pay Consultant in accordance with the fee schedule set forth in Exhibit A for Services but in no event will the City pay more than $288,371 for all Services performed. Consultant will not be compensated for any work performed not specified in the Scope of Services as set forth in Exhibit A (Proposal) unless the City Manager authorizes such work in advance and in writing and such Services are authorized by OEA Award No. EN1433-16-01. Any such additional work authorized by the City pursuant to this Section will be compensated in accordance with the fee schedule 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. City will pay Consultant any undisputed amounts 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. 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 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 liability 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. Page 4 of 15 6.0 Party Representatives 6.1. The City Manager is the City's representative for purposes of this Agreement. 6.2. Celeste Werner, AICP is the Consultant's primary representative for purposes of this Agreement. It is expressly understood that the experience, knowledge, capability, and reputation of Celeste Werner were a substantial inducement for City to enter into this Agreement. Therefore, Celeste Werner 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: Matrix Design Group 7844 Madison Avenue, Suite 111 Fair Oaks, CA 95628 Attn: Celeste Werner, Project Manager 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. Consultant and any person who performs Services shall possess the qualifications, permits, and licenses required by State and local law to perform such Services, including, without limitation, a City of Seal Beach business license as required by the Seal Beach Municipal Code. 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 not entitled to Page 5 of 15 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 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 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 solely responsible for all reports, withholdings, deductions 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. 9.3. To the fullest extent permitted by law, Consultant shall defend (with legal counsel acceptable to City), indemnify and hold harmless City and City's elected officials, officers, employees, 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 or caused by Consultant's personnel practices or any negligent or willful act or omission of Consultant related to or arising out of Consultant's obligations of this Section 9. 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 pay to City any reimbursement or indemnification arising under this Section 9. Consultant's defense and indemnification obligations under this Section are in addition to Consultant's defense and indemnification obligations of Section 16. 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 Page 6 of 15 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 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 final data, documents, plans, specifications, reports, information, data, 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 covenants 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 City's elected and appointed officials, officers, employees, designated volunteers, and 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 Page 7 of 15 • 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, 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. 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 on a computer, Consultant shall provide City with said document 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 maintained by Consultant in connection with 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. Upon 24-hours notice from City, Consultant shall provide City with free access during regular business hours to inspect any or all of such records at Consultant's offices, 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, records, 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 Page 8 of 15 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, and personal injury to persons or damages to property and professional negligence which may arise from or in connection with the performance of the Services hereunder by Consultant, and its directors, officers, agents, representatives, employees and subcontractors. 15.2. Minimum Scope of Insurance. Unless otherwise approved by City, coverage shall be at least as broad as 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 than: General Liability: $2,000,000 per occurrence and in the aggregate for bodily injury and death, 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. Page 9 of 15 • • 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, agents, designated volunteers and agents serving as independent contractors in the role of City officials, are to 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, agents, designated volunteers or 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, agents, designated volunteers and agents serving as independent contractors in the role of City officials. Any insurance or self-insurance maintained by City, its officers, officials, employees, agents, designated volunteers or 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 clause shall be endorsed to state that coverage shall not be canceled except after 30 days' prior written notice by first class mail 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, shall expressly waive the insurer's right of subrogation against City and its elected and appointed officials, officers, employees, agents, designated volunteers, and agents serving as independent contractors in the role of City officials. Page 10 of 15 15.5.6. 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. 15.5.7. 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. 16.0 Indemnification, Hold Harmless, and Duty to Defend 16.1. Indemnity for Professional Services. In connection with Consultant's professional services, and to the fullest extent permitted by law, Consultant shall defend at its sole cost and expense, hold harmless and indemnify the City and the City's elected and appointed officials, officers, employees, attorneys, agents, designated volunteers, successors, assigns, and those City agents serving as independent contractors in the role of City officials (collectively "Indemnitees" in this Section 16), from and against any and all claims, demands, damages, causes of action, proceedings, judgments, injuries, liabilities, losses, penalties, liens, costs or expenses, in law or in equity, of any nature whatsoever, including without limitation the payment of all consequential damages and expert costs, and reasonable attorneys' fees and costs of defense and other reasonable costs and expenses (collectively, "Professional Claims" hereinafter) including but not limited to, the payment of all consequential damages, reasonable expert costs, attorneys' fees and other costs and expenses, including but not limited to Professional Claims relating to personal injury, bodily injury, death or property damage, whether actual, alleged or threatened, which arise out of, pertain to, or relate to in whole or in part the negligent or willful acts or omissions of Consultant or any of Consultant's directors, officers, employees, subcontractors, or agents (or any entity or individual for whom or that Consultant shall bear the legal liability) in connection with Consultant's performance of such professional services under this Agreement, except to the extent such loss or damage arises 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. With respect to all such aforesaid suits, actions, or other legal, equitable or administrative proceedings or suits of every kind that may be brought or instituted against Indemnitees, Consultant shall defend lndemnitees (with legal counsel approved by City, whose approval shall not be unreasonably withheld), at Consultant's own cost, expense and risk, and shall pay and satisfy any judgment, award or decree that may be rendered against lndemnitees. Consultant shall reimburse the City and the other lndemnitees for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Page 11 of 15 16.2 Indemnification for Other Than Professional Liability. Other than in the performance of 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 City Indemnitees (as defined in Subsection 16.1) from any and all claims, demands, damages, causes of action, proceedings, judgments, injuries, liabilities, losses, penalties, costs, or expenses, in law or equity, of any nature whatsoever (collectively, "Other Claims" hereinafter), including but not limited to the payment of reasonable expert costs, attorneys' fees and other costs and expenses, including but not limited to Other Claims relating to personal injury, bodily injury, death, or property damage, in any manner arising out of or related to, in whole or in part, the acts or omissions of Consultant, its officers, directors, employees, agents, or servants (or any entity or individual that Consultant shall bear the legal liability) in connection with the performance of this Agreement, including the Indemnitees' active or passive negligence, except to the extent such loss or damage arises from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. With respect to 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 the other Indemnitees for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. 16.3. Consultant's defense 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. 16.4. 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. Page 12 of 15 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, 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. 19.0 Labor Law Certification 19.1 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. 19.2 Consultant further certifies it is aware of the requirements of Chapter 9.75 of the Seal Beach Municipal Code and California Labor Code Section 1720, et seq. and 1770, et seq., as well as 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 Page 13 of 15 • the Prevailing Wage Laws, Consultant agrees to comply with the provisions of California Labor Code Sections 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 or maintenance project done under the contract by Consultant or by any subcontractor. 20.0 Permits and Licenses Consultant, at its sole expense, shall obtain and maintain during the term of this Agreement, appropriate licenses and certificates as may be required in connection with its performance of Services under this Agreement. 21.0 Time of the Essence Consultant certifies that it is aware that its services shall be paid with funds received by City pursuant to ()EA Award No. EN1433-16-01, and that Consultant's services must be consistent with all terms and conditions of said grant. Consultant shall comply with all time deadlines, benchmarks and other schedules imposed by or pursuant to,the terms of OEA Award No. EN1433-16- 01, or other federal requirements imposed as conditions of said grant. 22.0 Entire Agreement This Agreement contains the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior oral or written negotiations, representations, understandings, or agreements. This Agreement may only be modified by a writing signed by both parties. 23.0 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. 24.0 Governing Law 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. Page 14 of 15 25.0 No Third Party Rights No third party shall be deemed to have any rights hereunder against either party as a result of this Agreement. 26.0 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. 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. 27.0 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. 28.0 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 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. Page 15 of 15 CITY OF SEAL BEACH Mat( `- -/on Gr , Inc. Jilj. Ingram, City Maier Name: M t 71: • sj'\, t 4-7,'x,. Its: Attest: f� :Pis- (`4 , /Lt PRESIDE- 0 A :,0-::::47).. \74,-;:(g.., 'obin L. Roberts, City"y enl6`Trg�R'2, �,�.Name: tILP IG� v0E cb\Sk..: I ( o — •...,.. Approved as to F. . / its: VI ce, Pin i By: / .4 Cra . • . Steele, City Attorney EXHIBIT A PROPOSAL Error! Unknown document property name. • Client*: 1085892 MATRIDES ACORD,. CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) 11/23/2016 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 NAME: USI Colorado, LLC Prof Liab PHONE O,Extl: (A 800 873-8500 Wit/ No): C. P.O. Box 7050 EMAIL ADDRESS: Englewood,CO 80155 INSURER(S)AFFORDING COVERAGE I NAIL# 800 873-8500 INSURER A:Travelers Indemnity Co.of Amer 125666 INSURED INSURER B:Travelers Indemnity Company 125658 Matrix Design Group, Inc. Travelers Property Cas.Co.of 125674 2435 Research Parkway,#300 INSURER C: P Y INSURER D:XL Specialty Insurance Company 137885 Colorado Springs,CO 80920 INSURER E: INSURER F 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. IN SR TYPE OF INSURANCE INSR WVD POLICY NUMBER IMPOLICY/YY(Y).(MM DD YYYY) LIMITS A )( COMMERCIAL GENERAL LIABILITY X X 6806H18715A 10/01/201610/01/2017 EACH OCCURRENCE $1,000,000 CLAIMS-MADE X OCCUR PREMISESO(EaEoccurr nce) I$1,000,000 MED EXP(My one person) I$10,000 PERSONAL 8 ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE s2,000,000 POLICY, XI JECCTT LOC PRODUCTS-COMP/OPAGG $2,000,000 OTHER. $ C AUTOMOBILE LIABILITY X X BA6254L544 10/01/201610/01/2017(Ea=odeEtsINGLELIMIT $1,000,000 X ANY AUTO 'BODILY INJURY(Per person) $ ALL OWNED —SCHEDULED BODILY INJURY(Per acadent)1$AUTOS X HIREDSAUTOS X NON OWNED PROPERTY DAMAGE AUTOS Per accident) $ B x UMBRELLALWB IX OCCUR X X CUP7754Y753 10/01/201610/01/2017 EACH OCCURRENCE $4,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $4,000,000 DEC X RETENTION$10000 $ C WORKERS COMPENSATION X UB7713Y039 10/01/2016 10/01/2017 X STATUTE ER" AND EMPLOYERS'LJABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE YIN E.L.EACH ACCIDENT .$1,000,000 (Mandatory NH) EXCLUDED? N NIA (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE$1,000,000 It yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT 1$1,000,000 D Professional X DPR9907372 10/01/201610/01/2017 $2,000,000 per claim Liability $5,000,000 annl aggr. Claims Made DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached it more space is required) RE: Seal Beach JLUS. Additional insured's include: City, its elected and appointed officers,officials,employees,agents, designated volunteers and agents serving as independent contractors in the role of City officials. As required by written contract or written agreement,the following provisions apply subject to the policy (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION City of Seal Beach SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE tY THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 211 Eighth Street ACCORDANCE WITH THE POLICY PROVISIONS. Seal Beach,CA 90740 AUTHORIZED REPRESENTATIVE I �lA�0�.A41 ©1988.2014 ACORD CORPORATION.All rights reserved. ACORD 25(2014/01) 1 of 2 The ACORD name and logo are registered marks of ACORD #519329343/M19025329 BORZP DESCRIPTIONS (Continued from Page 1) terms,conditions,limitations and exclusions:The Certificate Holder and owner are included as Automatic Additional Insured's for ongoing and completed operations under General Liability; Designated Insured under Automobile Liability; and Additional Insureds under Umbrella/Excess Liability but only with respect to liability arising out of the Named Insured work performed on behalf of the certificate holder and owner. The General Liability,Automobile Liability, Umbrella/Excess insurance applies on a primary and non contributory basis.A Blanket Waiver of Subrogation applies for General Liability,Automobile Liability, Umbrella/Excess Liability and Workers Compensation. The Umbrella/Excess Liability policy provides excess coverage over the General Liability,Automobile Liability and Employers Liability. Please note that Additional Insured status does not apply to Professional Liability or Workers' Compensation. SAGITTA 25.3(2014/01) 2 of 2 #S19329343/M 19025329 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The following is added to SECTION II - WHO IS its of insurance described in Section III - Lim- AN INSURED: its Of Insurance. Any person or organization that you agree in a h. This insurance does not apply to "bodily inju- "written contract requiring insurance"to include as ry" or "property damage" caused by "your an additional insured on this Coverage Part, but: work" and included in the "products- completed operations hazard" unless the a. Only with respect to liability for"bodily injury", specifi- "property damage"or"personal injury"; and "written contract requiring insurance" specif- cally requires you to provide such coverage b. If, and only to the extent that, the injury or for that additional insured, and then the insur- damage is caused by acts or omissions of ance provided to the additional insured ap- you or your subcontractor in the performance plies only to such "bodily injury" or "property of "your work" to which the "written contract damage"that occurs before the end of the pe- requiring insurance" applies, or in connection nod of time for which the "written contract re- with premises owned by or rented to you. quiring insurance" requires you to provide The person or organization does not qualify as an such coverage or the end of the policy period, additional insured: whichever is earlier. SEC- c. With respect to the independent acts or orris- 2. The following is added to Paragraph 4.a. of SEC- TION IV - COMMERCIAL GENERAL LIABILITY sions of such person or organization; or CONDITIONS: d. For"bodily injury", "property damage" or"per- The insurance provided to the additional insured sonal injury" for which such person or organi- is excess over any valid and collectible other in- zation has assumed liability in a contract or surance, whether primary, excess, contingent or agreement. on any other basis, that is available to the addi- The insurance provided to such additional insured tional insured for a loss we cover. However, if you is limited as follows: specifically agree in the "written contract requiring e. This insurance does not apply on any basis to insurance" that this insurance provided to the ad- any person or organization for which cover- ditional insured under this Coverage Part must age as an additional insured specifically is apply on a primary basis or a primary and non- added by another endorsement to this Cover- contributory basis, this insurance is primary to age Part. other insurance available to the additional insured f. This insurance does not apply to the render- which covers that person or organizations as a in of or failure to render any "professional named insured for such loss, and we will not services". share with the other insurance, provided that: g. In the event that the Limits of Insurance of the (1) The "bodily injury" or "property damage" for Coverage Part shown in the Declarations ex- which coverage is sought occurs; and ceed the limits of liability required by the "writ- (2) The "personal injury" for which coverage is ten contract requiring insurance", the insur- sought arises out of an offense committed; ance provided to the additional insured shall after you have signed that"written contract requir- be limited to the limits of liability required by ing insurance". But this insurance provided to the that "written contract requiring insurance". This endorsement does not increase the lim- additional insured still is excess over valid and collectible other insurance, whether primary, ex- cess, contingent or on any other basis, that is CG D3 81 09 15 ©2015 The Travelers Indemnity Company.All rights reserved. Page 1 of 2 Includes the copyrighted material of Insurance Services Office,Inc.,with its permission COMMERCIAL GENERAL LIABILITY available to the additional insured when that per- fore, and in effect when, the "bodily injury" or son or organization is an additional insured under "property damage"occurs, or the "personal injury" any other insurance. offense is committed. 3. The following is added to Paragraph 8., Transfer 4. The following definition is added to the DEFINI- Of Rights Of Recovery Against Others To Us, TIONS Section: of SECTION IV - COMMERCIAL GENERAL LI- "Written contract requiring insurance" means that ABILITY CONDITIONS: part of any written contract under which you are We waive any right of recovery we may have required to include a person or organization as an against any person or organization because of additional insured on this Coverage Part, provid- payments we make for "bodily injury", "property ed that the "bodily injury" and "property damage" damage" or "personal injury" arising out of "your occurs and the "personal injury" is caused by an work" performed by you, or on your behalf, done offense committed: under a "written contract requiring insurance"with a. After you have signed that written contract; that person or organization. We waive this right only where you have agreed to do so as part of b. While that part of the written contract is in ef- the "written contract requiring insurance" with feet; and such person or organization signed by you be- c. Before the end of the policy period. Page 2 of 2 ©2015 The Travelers Indemnity Company.All rights reserved. CG D3 81 09 15 Includes the copyrighted material of Insurance Services Office,Inc.,with its permission COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTO COVERAGE PLUS ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE—This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights,duties, and what is and is not covered. A. BLANKET ADDITIONAL INSURED H. AUDIO, VISUAL AND DATA ELECTRONIC B. EMPLOYEE HIRED AUTO EQUIPMENT—INCREASED LIMIT C. EMPLOYEES AS INSURED I. WAIVER OF DEDUCTIBLE—GLASS D. SUPPLEMENTARY PAYMENTS — INCREASED J. PERSONAL PROPERTY LIMITS K. AIRBAGS E. TRAILERS—INCREASED LOAD CAPACITY L. AUTO LOAN LEASE GAP F. HIRED AUTO PHYSICAL DAMAGE M. BLANKET WAIVER OF SUBROGATION G. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES—INCREASED LIMIT • A. BLANKET ADDITIONAL INSURED performing duties related to the conduct of The following is added to Paragraph A.1., Who Is your business. An Insured, of SECTION II—COVERED AUTOS 2. The following replaces Paragraph b. in B.5., LIABILITY COVERAGE: Other Insurance, of SECTION IV — BUST- - Any person or organization who is required under NESS AUTO CONDITIONS: O a written contract or agreement between you and b. For Hired Auto Physical Damage Cover- 0o that person or organization, that is signed and age, the following are deemed to be cov- executed by you before the "bodily injury" or ered "autos"you own: "property damage" occurs and that is in effect (1) Any covered "auto" you lease, hire, •during the policy period, to be named as an addi- tiona! insured is an "insured" for Covered Autos rent or borrow; and Liability Coverage, but only for damages to which 42) Any covered "auto" hired or rented by this insurance applies and only to the extent that your "employee" under a contract in person or organization qualifies as an "insured" an "employee's" name, with your under the Who Is An Insured provision contained permission, while performing duties in Section II. related to the conduct of your busi- o B. EMPLOYEE HIRED AUTO ness. 1. The following is added to Paragraph Al,,. However, any "auto"that is leased, hired, Who Is An Insured, of SECTION II — COV- rented or borrowed with a driver is not a ERED AUTOS LIABILITY COVERAGE: covered "auto An "employee" of yours is an "insured" while C. EMPLOYEES AS INSURED operating a covered "auto" hired or rented The following is added to Paragraph A.1., Who Is under a contract or agreement in an "em- An Insured, of SECTION II —COVERED AUTOS ployee's" name, with your permission, while LIABILITY COVERAGE: CA T4 20 02 15 02015 The Travelers Indemnity Company. All rights reserved. Page 1 of 3 Includes copyrighted material of Insurance Services Office,Inc.with its permission. 000510 • COMMERCIAL AUTO • Any "employee" of yours is an "insured" while us- (2) An adjustment for depreciation and physical ing a covered "auto" you don't own, hire or borrow condition will be made in determining actual in your business or your personal affairs. cash value in the event of a total "loss". D. SUPPLEMENTARY PAYMENTS — INCREASED (3) If a repair or replacement results in better LIMITS than like kind or quality, we will not pay for the 1. The following replaces Paragraph A.2.a.(2) of amount of betterment. SECTION II—COVERED AUTOS LIABILITY (4) A deductible equal to the highest Physical COVERAGE: Damage deductible applicable to any owned (2) Up to $3,000 for cost of bail bonds (in- covered "auto". eluding bonds for related traffic law viola- (5) This Coverage Extension does not apply to: lions) required because of an "accident" (a) Any "auto" that is hired, rented or bor- we cover. We do not have to furnish rowed with a driver; or these bonds. (b) Any "auto" that is hired, rented or bor- 2. The following replaces Paragraph A.2.a.(4) of rowed from your"employee". SECTION II —COVERED AUTOS LIABILITY COVERAGE: G. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES—INCREASED LIMIT (4) All reasonable expenses incurred by the "insured" at our request, including actual The following replaces the first sentence in Para- loss of earnings up to $500 a day be- graph A.4.a., Transportation Expenses, of cause of time off from work. SECTION III — PHYSICAL DAMAGE COVER- AGE: E. TRAILERS—INCREASED LOAD CAPACITY We will pay up to $50 per day to a maximum of The following replaces Paragraph C.1. of SEC- $1,500 for temporary transportation expense in- TION I—COVERED AUTOS: cured by you because of the total theft of a cov- 1. "Trailers" with a load capacity of 3,000 ered "auto" of the private passenger type. pounds or less designed primarily for travel H. AUDIO, VISUAL AND DATA ELECTRONIC on public roads. EQUIPMENT—INCREASED LIMIT F. HIRED AUTO PHYSICAL DAMAGE Paragraph C-1.b. of SECTION III — PHYSICAL The following is added to Paragraph A.4., Cover- DAMAGE COVERAGE is deleted. age. Extensions, of SECTION III — PHYSICAL I. WAIVER OF DEDUCTIBLE—GLASS DAMAGE COVERAGE: The following is added to Paragraph D., Deducti- Hired Auto Physical Damage Coverage ble, of SECTION III — PHYSICAL DAMAGE If hired "autos" are covered "autos" for Covered COVERAGE: Autos Liability Coverage but not covered "autos" No deductible for a covered "auto" will apply to for Physical Damage Coverage, and this policy glass damage if the glass is repaired rather than also provides Physical Damage Coverage for an replaced. owned "auto", then the Physical Damage Cover- J. PERSONAL PROPERTY age is extended to "autos" that you hire, rent or The following is added to Paragraph A.4., Cover- borrow subject to the following: age Extensions, of SECTION III — PHYSICAL (1) The most we will pay for "loss" to any one DAMAGE COVERAGE: "auto" that you hire, rent or borrow is the Personal Property Coverage lesser of: We will pay up to $400 for "loss" to wearing ap- (a) $50,000; parel and other personal property which is: (b) The actual cash value of the damaged or (1) Owned by an "insured"; and stolen property as of the time of the (2) In or on your covered "auto". "loss"; or This coverage only applies in the event of a total (c) The cost of repairing or replacing the theft of your covered "auto". damaged or stolen property with other No deductibles apply to Personal Property cover- property of like kind and quality. age. Page 2 of 3 o 2015 The Travelers Indemnity Company.All rights reserved. CA T4 20 02 15 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL AUTO K. AIRBAGS (2) Any: The following is added to Paragraph 8.3., Exclu- (a) Overdue lease or loan payments at the sions. of SECTION III — PHYSICAL DAMAGE time of the"loss"; COVERAGE: (b) Financial penalties imposed under a Exclusion 3.a. does not apply to "loss" to one or lease for excessive use, abnormal wear more airbags in a covered"auto" you own that in- and tear or high mileage: flate due to a cause other than a cause of "loss" (c) Security deposits not returned by the les- sor; set forth in Paragraphs A.1.b. and A.t.c., but ( ) y p y only: sar; a. If that "auto" is a covered "auto" for Compre- (d) Costs for extended warranties, Credit Life hensive Coverage under this policy; Insurance, Health, Accident or Disability b. The airbags are not covered under any war- Insurance purchased with the loan or rarity; and lease; and c. The airbags were not intentionally inflated. (e) Carry-over balances from previous loans or leases. We will pay up to a maximum of $1,000 for any M. BLANKET WAIVER OF SUBROGATION one'loss". L. AUTO LOAN LEASE GAP The following replaces Paragraph A.5., Transfer Of Rights Of Recovery Against Others To Us, The following is added to Paragraph A.4.. Cover- of SECTION IV — BUSINESS AUTO CONDI- age Extensions, of SECTION III — PHYSICAL TIONS: DAMAGE COVERAGE: Auto Loan Lease Gap Coverage for Private 5. Transfer Of Rights Of Recovery Against Others To Us Passenger Type Vehicles In the event of a total"loss"to a covered "auto" of We waive any right of recovery we may have against any person or organization to the ex- the private passenger type shown in the Schedule wired of you by a written contract exe- erage required Declarations for which Physical Damage Cov- Q erage is provided, we will pay any unpaid amount cuted prior to any "accident" or loss", pro- due on the lease or loan for such covered "auto" vided that the "accident"or"loss"arises out of less the following: the operations contemplated by such con- (1) The amount paid under the Physical Damage tract. The waiver applies only to the person or Coverage Section of the policy for that"auto"; organization designated in such contract. and • er— Er— oC o= CA T4 20 02 15 ©2015 The Travelers Indemnity Company. All rights reserved. Page 3 of 3 Includes copyrighted material of Insurance Services Office,Inc.with its permission. 000517 ricsr " ` are' } u'i e r T „ a "NF. r $ i' k fi4 , ?, • ry, il 45. nk ` x- �es T * 3 � ' ` � ry SS 5 ` x � a-C ag.,- (--4.v.s � �� t - ° 1-;;&- =rh.i�tg �4 a i t vtSkt ?W t 3 f ' w i m c} T ' ce�" ^ b z*3 f t t npt 4 -� &t r - + si , � n x r _ . & , n c s N:, S C K m < 4 i`° 4 i , F°_ t K t { e iCTY HAL ' as" G1n § N ! n O _ e 211 EIGHTH,STREET, , :q 22 c ç&t_ c SEAL BEACH CA 90740: _ s 9 �/ ®� 6 ; (562)431-2527 Amez: �� "., kiC ..Y www.sealbeachca.gov December 15, 2016 Matrix Design Group, Inc. 7844 Madison Avenue, Suite 111 Fair Oaks, CA 95628 Attn: Celeste Werner, Project Manager RE: Agreement for Preparation of a Joint Land Use Study Dear Celeste: Enclosed is fully executed copy of the above referenced agreement. We have kept one copy for our records. If you have any questions regarding same, please contact the City Clerk's office at 562- 431-2527, Ext. 1305. Sincerely, rev ), t. Winnie Bell Part-Time Executive Assistant City Clerk's Office City of Seal Beach wbell @ sealbeachca.00v 562-431-2527 Ext.1304 Enclosure kt'S a ,sue„ .-- `nG tij;c:u .. ' Bata i;.} A s I� 4144024,v �`� ,i4:.,',!„4.^a dV .^.-, `�2..x.zt- �a '-- `f .-c"r�'k_ _