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HomeMy WebLinkAboutAGMT - Anderson Penna Partners Inc (Ocean Place (Tract 17425) Construction Mgmt & Insp Svcs & Amendment No. 1 & 2 & 3)AMENDMENT NO.3 PROFESSIONAL SERVICES AGREEMENT between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 10 AndersonPenna Partners, Inc. 3737 Birch Street, Ste. 250 Newport Beach Newport Beach, CA 92660 T (949) 428-1500, F (949) 258-5053 This Amendment No. 3, dated November 9. 2020, amends that certain agreement ("Agreement") dated November 13, 2018 by and between the City of Seal Beach ("City"), a California charter city and Anderson PennaPartners, Inc. ("Consultant"), a ___ _ California corporation. RECITALS A City and Consultant are parties to the Agreement, pursuant to which Consultant provides public works inspector and support services to City for the Ocean Place Development Project ("Project"). B. The parties previously amended the Agreement on January 27, 2020 ("Amendment No. V) and July 7, 2020 ("Amendment No. 2") to expand the scope of the Project and the compensation paid under the Agreement. C. City and Consultant wish to further amend the Agreement to extend the agreement term to July 1, 2021 for the continuation of construction management and inspection services for the Ocean Place Development Project, and to correct a numbering error contained in Amendment Nos. 1 and 2 to the Agreement with respect to the section addressing the Consultant's compensation under the Agreement. UJI114L 1*tis1*M3 NOW, THEREFORE and in consideration of the foregoing and of the mutual covenants and promises herein set forth, the parties agree to amend the Agreement as follows: 1. Section 2.0 of the Agreement is hereby amended to read as follows: "2.0 Term The term of this Agreement shall commence on the Effective date and shall remain in full force and effective until July 1, 2021 unless sooner terminated as provided in Section 5.0 of this Agreement." 2. Section 3.0 of the Agreement is hereby amended to read as follows: "3.0 Consultant's Compensation City will pay Consultant in accordance with the hourly rates shown on the fee schedule set forth in Exhibits A, A-1, and A-2 for Services, but in no event shall the City pay more than $445,439. Any additional work authorized by the City pursuant to Section 1.4 shall be compensated in accordance with the fee schedule set forth in Exhibits A, A-1, and A-2." 3. Except as expressly modified or supplemented by this Amendment No. 3, all other provisions of the Agreement shall remain unaltered and in full force and effect. In the event of a conflict between the provisions of this Amendment No. 3 and the provisions of the Agreement, Amendment Nos. 1, or Amendment No. 2, the provisions of this Amendment No. 3 shall control. IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to be executed and attested by their proper officers thereunto: CITY OF SEAL B H CONSULTANT Jill Ingram, ty M Name: I- i 5A t'EJVi11f� Attest: By. loria D. Harper, C y ar r �r y: ,.r Approved F r Name: Dino D'Emilia �..,_ By: - raig A. Steele, City Attorney Its: Vice President (Please note, two signatures required for corporations under Corp Code §313. unless corporate documents authonze only one person to sign this Agreement on behaH of the corporation) RESOLUTION 7090 A RESOLUTION OF THE SEAL BEACH CITY COUNCIL APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTE AMENDMENT NO. 3 TO THE PROFESSIONAL SERVICES AGREEMENT WITH ANDERSONPENNA PARTNERS, INC. FOR THE OCEAN PLACE DEVELOPMENT (TRACT 17425) CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES WHEREAS, on November 13, 2018, City Council approved a Professional Services Agreement (Agreement) with AndersonPenna Partners, Inc. in the amount of $350,000 to provide construction management and inspection services for the public infrastructure portion of the Ocean Place Development Project; and, WHEREAS, on January 27, 2020, City Council approved Amendment No. 1 ("Amendment No. 1") to the Agreement between the City of Seal Beach and AndersonPenna Partners, Inc., to increase consultant's compensation by $35,639 for a revised total contract amount not to exceed $385,639 to ensure the continuation of providing construction management and inspection services for the public infrastructure portion of the Ocean Place Development Project; and, WHEREAS, ON July 27, 2020, City Council approved Amendment No. 2 ("Amendment No. 1") to the Agreement between the City of Seal Beach and AndersonPenna Partners, Inc., to increase consultant's compensation by $59,800 for a revised total contract amount not to exceed $445,439 to ensure the continuation of providing construction management and inspection services for the public infrastructure portion of the Ocean Place Development Project. NOW, THEREFORE, THE SEAL BEACH CITY COUNCIL DOES HEREBY RESOLVE: SECTION 1. The City Council hereby approves Amendment No. 3 dated November 9, 2020 to the Agreement dated November 13, 2018 between the City of Seal Beach and AndersonPenna Partners, Inc., as previously amended by Amendment No. 1, dated January 27, 2020, and Amendment No. 2, dated July 27, 2020 to extend the agreement term to July 1, 2021 attached hereto as Exhibit "A" and incorporated herein by this reference. SECTION 2. The City Council hereby authorizes the City Manager to execute Amendment No. 3. PASSED, APPROVED AND ADOPTED by the Seal Beach City Council at a regular meeting held on the 9th day of November, 2020 by the following vote: AYES: Council Members: Kalmick, Massa-Lavitt, Moore, Sustarsic, Varipapa NOES: Council Members: None ABSENT: Council Members: None ABSTAIN: Council Members: None Schelly Sustarsic, Mayor A ST: i loria D. Har , City Clerk STATE OF CALIFORNIA } COUNTY OF ORANGE } SS CITY OF SEAL BEACH } I, Gloria D. Harper, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution 7090 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 9th day of November, 2020. ARDURRA-01 NGON7ALF7 %�' CERTIFICATE OF LIABILITY INSURANCE DATE / Y)4 TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, 12127/2019 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(les) must have ADDITIONAL INSURED provisions or 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 COMEACT Ames 8 Gough 8300 Greensboro Drive SuiteRECEIVED VA 22102 , PHONE AIC, No, Ext): (703) 827-2277 j AMENDMENT NO. 2 PROFESSIONAL SERVICES AGREEMENT OCEAN PLACE TRACT 17425 CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 0 AndersonPenna Partners, Inc. 3737 Birch Street, STE 250 Newport Beach Newport Beach, CA 92660 T (949) 428-1500, F (949) 258-5053 This Amendment No. 2, dated July 7, 2020, amends that certain agreement ("Agreement") dated November 13, 2018, as previously amended by Amendment No. 1 dated January 27, 2020, by and between the City of Seal Beach ("City"), a California charter city and AndersonPenna Partners, Inc. ("Consultant"), a California corporation. RECITALS A. City and Consultant are parties to the Agreement, pursuant to which Consultant provides professional construction management and inspection services to City for the Ocean Place Development Project (Tract 17425) ("Project"). B. City and Consultant wish to amend the Agreement for Consultant to provide additional professional construction management and inspection services to ensure all public infrastructure in the Project is constructed in accordance with City standard specifications, to continue plan checking services for the Project, and to increase Consultants compensation by $59,800 for those additional services required in connection with the Project, for revised total compensation in the not -to -exceed amount of $445,439, as provided herein. AMENDMENT NO. 2 NOW, THEREFORE and in consideration of the foregoing and of the mutual covenants and promises herein set forth, the parties agree to amend the Agreement as follows.. Section 1. Section 1.0 (Scope of Services) of the Agreement, as previously amended by Amendment No. 1, is hereby further amended to add subsection 1.1.2 to read as follows: 1.1.2 Consultant shall provide those additional services set forth in the attached Exhibit A-2 (Consultant's Scope of Services -- Additional Services), which are hereby incorporated by reference. To the extent that there is any conflict between Exhibits A, A-1, A-2, B, and/or Exhibit B-1, B-2 and this Agreement, as amended by Amendment No. 2, Amendment No. 2 to this Agreement, shall control." Section 2. Section 2.0 (Consultant's Compensation) of the Agreement is hereby amended to read as follows: "2.0 Consultant's Compensation City will pay Consultant in accordance with the hourly rates shown on the fee schedule set forth in Exhibits A, A-1 and A-2 for Services but in no event will the City pay more than $445,439. Any additional work authorized by the City pursuant to Section 1.4 will be compensated in accordance with the fee schedule set forth in Exhibits A, A-1 and A-2." Section 3. Except as expressly modified or supplemented by this Amendment No. 2, all other provisions of the Agreement, as previously amended by Amendment No. 1, shall remain unaltered and in full force and effect. In the event of a conflict between the provisions of this Amendment No. 2 and the provisions of the Agreement and/or Amendment No. 1, the provisions of Amendment No. 2 shall control. IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be executed and attested by their proper officers thereunto: CITY OF SEAL BEACH CONSULTANT By: By: Ji R. Ingram, City Man,, At Name: Dino D'Emilia Attest: ,Its: Vice President By: �r3 loria D. Har *G�c� By. Approved o or Name: Lisa M. Penna By: Craig A. Steele, City Attorney Its: Vice President (Please note, two signatures required for corporations under Corp. Code §313, unless corporate documents authorize only one person to sign this Agreement on behalf of the corporation.) ARDURRA COLLABORATE. INNOVATE. CREATE. July 13, 2020 Mr. Steve Myrter Director of Public Works City of Seal Beach 211 Eighth Street, Seal Beach, CA 90740 dba ANDERSON • PENNA • PARTNERS IN PROJECT DELIVERY - EXHIBIT A-2 Subject: Amendment No. 2 to the Professional Service Agreement for Ocean Place (Tract 17425) Construction Management and Inspection Services Dear Mr. Myrter, Ardurra Group, Inc. dba AndersonPenna Partners (Ardurra) is submitting this amendment per you request for an additional not -to -exceed fee of $59,800 as required to ensure construction/project management and inspection and close out services through completion of the public facilities that will be turned over to the City, and continued BMP monitoring and finalization of private lot precise grading associated with this project. The estimate of time remaining and fee are shown in the table below. Estimated Fee City of Seal Beach Plan Checking and Construction Inspection Services Amendment Ocean Place Development - Tract 17425 Construction Period TITLE Total Hours Hourly Rate Extended Fee Project Manager 60.00 S 185.00 S 11,100.00 Sr. Plan Check Engineer- Construction Plan Revision Reviews 16.00 $ 185.001 S 2,960.00 Public Works Inspector- PrevailingWage 270.00 $ 142.001$ 38,340.00 Project Close Out 40.00 $ 185.001 $ 7,400.00 Total Estimated Fee $ 59,800 .00 The estimates above include the following: 1. Finishing of grading and drainage 2. Landscape and irrigation for the park 3. WQMP BMP certifications 4. Offsite and onsite utility and street work S. Recertifying of pads used for laydown 6. Final check of grading and area drains of the lots after the homes are built per plan (the inspector is usually called out after the trades are done with the outside of the homes to verify areas around the homes are graded, deaned up and area drains and gutter down drains are properly installed ready for homeowner occupation) 7. Policing BMPs before and after storm events NEWPORT BEACH EL SEGUNDO LONG BEACH SAN DIEGO WWW.ARDURRA.COM City of Seal Beach "'zo.—r_ July 13, 2020 ANDERSON • PENNA Page 2 . —,.... ,. 8. Project management 9. Project close out The unknown in the above estimate is the weather and Shea's construction schedule. The above also assumes that the City's building department will conduct inspections for the remaining retaining walls, park bridges and home building. Please feel free to contact me sbadum@ardurra.com or (949) 795-9068 or Teresa Kelley at tkelley@ardurra.com or (949) 371-3223 should you have any questions or require additional information. We look forward to a successful completion of this very important project. Respectively Submitted, Ardurra Group, Inc. dba AndersonPenna Partners Stephen GBadum, PE Dino P. D'Emilia, PE, F.ASCE, QSD Municipal Services Manager Vice President, Project and Construction Management Group Leader cc: Lisa M. Penna, PE, F.ASCE, QSD ARDURRA-01 NG NZALEZ CERTIFICATE OF LIABILITY INSURANCE DATE 12/27/2019 Y) 12/27/2019 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(les) must have ADDITIONAL INSURED provisions or 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 / E: Ames & Gough PHONE FAX 8300 Greensboro Drive AIC, No, Ext): (703) 827-2277 1 (A/C, No):(703) 827-2279 SuiteRECEIVED I EADD E McLeann,, VA 22102 :admin amesgough.com INSURED AndersonPenna Partners, Inc. 3737 Birch Street, Suite 250 CITY CLERIC Newport Beach, CA 92660 CITY OF SEAL BE CAVFRAnFS CCOTICl/"ATr- u11aaQCD• B: National Fire Insurance Company of Hartford A+(XV) 20478 c: Continental Insurance Company A+(XV) 35289 D; Berkshire Hathaway Specialty Insurance Company 22276 E: F: o�ncrnu w ue000. 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 SHOVVN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUER POLICY NUMBER POLICY EFF4 POLICY EXP 1JJIL LIMITS A X COMMERCIAL GE14ERAL LIABILITY AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE�� OCCUR 6075640222 1/1/2020 i 1/1/2021 DAMAGE TO RENTED REMISES (Ea occurrence) $ 1,000,000 X Contractual Liab. MED EXP An one arson $ 15,000 PERSONAL & ADV INJURY 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY F71JECT LOC j2,000,000 PRODUCTS-COMP/OPAGG $ !' OTHER: B AUTOMOBILE LIABILITY I COMBINED SINGLE LIMIT (Ea accident)$__ 1,000,000 X ! ANY AUTO 6075640236 1/1/2020 i 1/1/2021 BODILY INJURY Per person $ ' OWNED SCHEDULED -- AUTOS ONLY AUTOS BODILY INJURY Per accident HIRED NON -AWNED AUTOS ONLY �'i PROPERTY DAMAGE AUTOS ONLY, (Per acddent) $ C Xi UMBRELLA LIAR X I OCCUREACH OCCURRENCE $ 15,000,000 EXCESS LIAR CLAIMS -MADE 6075640270 1 1/1/2020 1/112021 AGGREGATE $ 1000,000 DED I X I RETENTION $ 10,000' — $ C COMPENSATION i �(' PER OTH- R �WORKERS AND EMPLOYERS' LIABILITY Y / N ! ANY PROPRIETOR/PARTNER/EXECUTIVE 6075640267 1/1/2020 1/1/2021 E.L. EACH ACCIDENT 11000.000 p�FICER/MEMBER EXCLUDED? a (Mandatary in N / A I E.L. DISEASE - EA EMPLOYE $ 1,000,000 It yes, describe under ' E.L. DISEASE - POLICY LIMIT 1,000000 DESCRIPTION OF OPERATIONS below D Professional Liab. 1 �47-EPP-306878-02 1/1/2020 1/1/2021 Per Claim/Aggregate 5,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101 Additional Remarks Schedule, may be attached if mon space is required) Re: All Operations. The City of Seal Beach, its officers, o�f'icials, employees, designated volunteers and agents serving as independent contractors in the role of City officials are included as additional Insured with respect to General Liability and Auto Liability when required by written contract. General Liability is primary and noncontributory over any existing insurance and limited to liability arising out of the operations of the named insured and when required by written contract Workers Compensation policy includes a walver of subrogation in favor of the additional insureds where permissible by state law and when required by written contract r_Fw ILL1!'O TF M"I "l u A1,.VKU LO (LUTO/U3) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Seal Beach THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 211 8th Street ACCORDANCE WITH THE POLICY PROVISIONS. Seal Beach, CA 90740 AUTHORIZED REPRESENTATIVE A1,.VKU LO (LUTO/U3) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 7 RESOLUTION 7056 A RESOLUTION OF THE SEAL BEACH CITY COUNCIL APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTE AMENDMENT NO. 2. TO THE PROFESSIONAL SERVICES AGREEMENT WITH ANDERSONPENNA PARTNERS, INC. FOR THE OCEAN PLACE DEVELOPMENT (TRACT 17425) CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES WHEREAS, The City Council approved a Subdivision Improvement Agreement with Shea Homes for the Ocean Place Development (Tract 17425) at the November 13, 2018 City Council Meeting; and WHEREAS, Construction of the Ocean Place Development required extensive grading operations and construction of approximately $4.1 million of public infrastructure that will ultimately be owned and maintained in perpetuity by the City; and WHEREAS, these public facilities included a park, streets/alleys, public water lines, sewer lines, storm drainage system including storm water quality facilities, and street frontage improvements to the sidewalks; and WHEREAS, on November 13, 2018, City Council approved a Professional Services Agreement (Agreement) with AndersonPenna Partners, Inc. in the amount of $350,000 to provide construction management and inspection services for the public infrastructure portion of the Ocean Place Development Project; and WHEREAS, on January 27, 2020, City Council approved Amendment No. 1 ("Amendment No. 1") to the Agreement between the City of Seal Beach and AndersonPenna Partners, Inc., to increase consultant's compensation by $35,639 for a revised total contract amount not to exceed $385,639 to ensure the continuation of providing construction management and inspection services for the public infrastructure portion of the Ocean Place Development Project; NOW, THEREFORE, THE SEAL BEACH CITY COUNCIL DOES HEREBY RESOLVE: SECTION 1. The City Council hereby approves Amendment No. 2 dated July 27, 2020 to the Agreement dated November 13, 2018 between the City of Seal Beach and AndersonPenna Partners, Inc., as previously amended by Amendment No. 1, dated January 27, 2020, to increase consultant's compensation by $59,800 for a revised total contract amount not to exceed $445,439 attached hereto as Exhibit "A" and incorporated herein by this reference as though set forth in full. SECTION 2. The City Council hereby authorizes the City Manager to execute Amendment No. 2. PASSED, APPROVED AND ADOPTED by the Seal Beach City Council at a regular meeting held on the 27th day of July, 2020 by the following vote: AYES: Council Members: Kalmick, Massa-Lavitt, Moore, Sustarsic, Varipapa NOES: Council Members: None ABSENT: Council Members: None ABSTAIN: Council Members: None 11 Schelly SusTarsic, Mayor loria D. Harper, ity Clerk i� STATE OF CALIFORNIA } COUNTY OF ORANGE } SS CITY OF SEAL BEACH } I, Gloria D. Harper, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution 7056 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 27th day of July, 2020. c.ria D Harper, J AMENDMENT NO. 1 PROFESSIONAL SERVICES AGREEMENT between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 0 AndersonPenna Partners, Inc. 3737 Birch Street, STE 250 Newport Beach Newport Beach, CA 92660 T (949) 428-1500, F (949) 258-5053 This Amendment No. 1, dated January 27, 2020, amends that certain agreement ("Agreement') dated November 13, 2018 by and between the City of Seal Beach ("City"), a California charter city and Anderson PennaPartners, Inc. ("Consultant'), a California corporation. RECITALS A. City and Consultant are parties to the Agreement, pursuant to which Consultant provides public works inspector and support services to City for the Ocean Place Development Project ("Project"). B. City and Consultant wish to amend the Agreement for Consultant to provide additional professional construction management and inspection services to ensure all public infrastructure in the Project is constructed in accordance with City standard specifications, to continue plan checking services for the Project, and to increase Consultant's compensation by $35,639.10 for those additional services required in connection with the Project, for revised total compensation in the not -to -exceed amount of $385,639.10, as provided herein. AMENDMENT NO. 1 NOW, THEREFORE and in consideration of the foregoing and of the mutual covenants and promises herein set forth, the parties agree to amend the Agreement as follows: Section 1. Section 1.0 (Scope of Services) of the Agreement, is hereby amended to add subsection 1.1.1 to read as follows: 1.1.1 Consultant shall provide those additional services set forth in the attached Exhibit A-1 (Consultant's Scope of Services -- Additional Services), which are hereby incorporated by reference. To the extent that there is any conflict between Exhibits A, A-1, B, and/or Exhibit B-1, and this Agreement, as amended by Amendment No. 1, Amendment No. 1 to this Agreement, shall control. Section 2. Section 2.0 (Consultant's Compensation) of the Agreement is hereby amended to read as follows: 2.0 Consultant's Compensation City will pay Consultant in accordance with the hourly rates shown on the fee schedule set forth in Exhibits A and A-1 for Services but in no event will the City pay more than $385,639.10. Any additional work authorized by the City pursuant to Section 1.4 will be compensated in accordance with the fee schedule set forth in Exhibits A and A-1." Section 3. Except as expressly modified or supplemented by this Amendment No. 1, all other provisions of the Agreement shall remain unaltered and in full force and effect. In the event of a conflict between the provisions of this Amendment No. 1 and the provisions of the Agreement, the provisions of this Amendment No. 1 shall control. IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. I to be executed and attested by their proper officers thereunto: CITY OF SEAL BEACH CONSULTANT A By: X X ,%-# %, By:ez,-. f�yf*aifi, City Man Name: LISA M. PE&jAjA Attest: rill , By.L-'- Gloria 0. Harper, Approved By: 'triI6 A. Steele, City Attorney "A Its: V/( (Pbam no* AM WN&M mq~ for C&PMWM wx*r Conk Code PIS, unbu ompolaft dommma suffmUo only on* pwm to s4n M AgrowmW on 6~0f"W mmomm.) EXHIBIT A Ocean Place (Tract 17425) Construction Management and Inspection Services PROFESSIONAL SERVICES AGREEMENT AMENDMENT NUMBER 1 ANDERSON • PENNA PARTNERS IN PROJECT DELIVERY. January 8, 2020 Mr. Steve Myrter Oiredor of Public Works City of Seal Beach 211 Eighth Street, Seal Beach, CA 90740 Subject: Amendment No. 1 to the Profession Service Agreement for Ocean Place (Tract 17425) Construction Managemnirt and inspection Services Dear Mr. Myrter, AndersonPenna Partners, Inc. (APP) is submitting this amendment per you request for an additional not -to -exceed fee of $35,639.10 as required to ensure construction management and inspection services through completion of the pubk facilities that will be turned over to the City, and continued BMP monitoring and finalization of grading associated with this project. The estimate of time remaining, and fee are shown in the table below. Esdnlnbd Fu f2quf Sul Mvd1 rAn aldl1 and t"dmcUm k*KUM Swvkas AmmdnlMt 9" KW OvwMPnt. TrW 17425 ltttrltlJ Mficdul IRIS �` ToW lIan Un"Alt� lal 1/ �MMg lA0 MQO S MA S 3,330.00 k.R+.u.�Ew�•twe.m..N.rnrrfl.a� Ino Mao s I1S.00 s 3,330.00 F*kWr b"ft-hwA4NW ISA 21000 S 410 3 3831000 OOwwMblNrtrdt IAO 18.00 S 120.10 S 1.16&00 t�al�w.ldnvr« s ns1o. The estimates above include finishing of grading and drainage of the park, all offsite and onsite uglily and street work, recertifying of pads used for laydown, final check of grading and area drains after the homes are built per plan, the inspector is usual called out after the trades are done with the outside of the homes to verify areas around the homes are graded, cleaned up and area drains and downdrains are properly installed ready for homeowner occupation; and policing BMPs before and after storm events. Our unknown is the weather and Shea's construction schedule. We have assumed 18 weeks remaining, with work reducing over time. The table above takes that reduction In manpower Into account. The above also assumes that the City's building department will conduct inspections for the remaining retaining walls, park bridges and home building. Please feel free to contact me or Terry Kelley should you have any questions or require additional information. We look forward to a successful completion of this very important project. IIFage Professional Construction Phase Plan Chedaing and Inspection Services City of Seal Beach for the Ocean Place Development, Tradc 17425 IN Sincerely, AndersonPenna Partners, Inc. Stephen G. Badum, PE Vice President, Municipal and Engineering Services cc: Lisa M. Penna, PE, F.ASCE, QSD 11V i <J Y Dino P. D'Emilia, PE, F.ASCE, QSD Vice President, Construction Services ANDERSONTENNA ��ilt�sll� 1A •.O nom• et- 'sw ARDURRA-01 NGONZALEZ CERTIFICATE OF LIABILITY INSURANCE City of Seal Beach 211 8th Street Seal Beach, CA 90740 ACORD 25 (2016/03) 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 t51_� ©1988-2015 ACORD CORPORATION. All rights reserved. Th. Amon --a enA I--- — „s Amnon DATE 12/27/2019Y) 12127!2019 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 have ADDITIONAL INSURED provisions or 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 1 CONTACT NAME: Ames & Gough PHONE FAX 8300 Greensboro Drive ! (A1C, No, Ext): (703) 827-2277 (A/C No):(703) 827-2279 j� Suite RECEIVED EADDDDRIEss:admin amesgough.com McLeann,, VA 22102 INSURERS AFFORDING COVERAGE NAIC 0 INSURER A :Valle Forge Insurance Company A XV 20508 _____JAN 0 6 20 INSURED INSURER 8: National Fire Insurance Company of Hartford A+(XV) 20478 AndersonPenna Partners, Inc. INSURER C: Continental Insurance Company A+(XV) 35289 3737 Birch Street, Suite 250 CITY CLERK INSURER D: Berkshire Hathaway Specialty Insurance Company 22276 Newport Beach, CA 92660--- -- - -- -- CITY OF SEAL HEAC 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. INSR LTR TYPE OF INSURANCE INSDADSL SUBRPOLICY NUMBER POLICY EFF POLICY EXPwVID LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1'000'000 CLAIMS -MADE FX� OCCUR 6075640222 1/1/2020 1/1/2021 DAMAGE TO RENTED $ 1,000,000 PR J( Contractual Liab. MED EXP (Any oneperson) $ 15'000 0 ____ PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY ❑ JECT LOC PRODUCTS - COMP/OP AGG $ 21000'000 $ OTHER: B AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT$ 1,000,000 (Ea accident)X BODILY INJURY Per erson $ ANY AUTO 6075640236 1/1/2020 1/1/2021 OWNED SCHEDULED AURTEOS ONLY AUTOS i BODILY INJURY Per accident $ Perr acadentDAMAGE $ AUTOS AUOTOS ONEY ONLY $ C X UMBRELLA LIAB X OCCUREACH OCCURRENCE $ 15'000'000 AGGREGATE 15,000,000 EXCESS LIAB CLAIMS -MADE 6075640270 1/1/2020 1/1/2021 DEC) I X RETENTION $ 10,000 $ C WORKERS COMPENSATION X PER OTH- STATUTE R AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTN ER/EXECUTIVE 6075640267 1 /1 /2020 1 1 /1 /2021 1,000,000 E.L. EACH ACCIDENT $ FlCER/MEMBER EXCLUDED? a Mandatary in NH) N / A 1 1 1'000'000 If yes, describe under E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ 1,000P000 DESCRIPTION OF OPERATIONS below D Professional Liab. 47-EPP-306878-02 1/1/2020 1/1/2021 Per Claim/Aggregate 5,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD101 Additional Remarks Schedule, may be attached if more space is required) le: All Operations. The City of Seal Beach, its officers, ot{ficiaIs, employees, designated volunteers and agents serving as independent contractors in the role A City officials are included as additional insured with respect to General Liability and Auto Liability when required by written contract. General Liability is Irimary and non-contributory over any existing insurance and limited to liability arising out of the operations of the named insured and when required by vritten contract. Workers Compensation policy includes a waiver of subrogation in favor of the additional insureds where permissible by state law and when equired by written contract City of Seal Beach 211 8th Street Seal Beach, CA 90740 ACORD 25 (2016/03) 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 t51_� ©1988-2015 ACORD CORPORATION. All rights reserved. Th. Amon --a enA I--- — „s Amnon PROFESSIONAL SERVICES AGREEMENT For OCEAN PLACE (TRACT 17425) CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES Between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 H. AndersonPenna Partners, Inc. 3737 Birch St., STE 250 Newport Beach, CA 92660 (949) 4Z8-1500 - Phone (949) 258-5053 - Fax This Professional Service Agreement ("the Agreement') is made as of I 10, li(the "Effective Date"), by and between AndersonPenna Partners, Inc. ("Consultant'), a Corporation, and the City of Seal Beach ("City"), a California charter city, (collectively, "the Parties"). RECITALS A. City desires certain professional services for construction management and inspection, in the manner set forth herein and more particularly described in Section 1. B. Consultant represents that it is qualified and able, by virtue of experience, training, education, and expertise, to provide City with the services required by this Agreement in a good and professional manner, and it desires to provide such services as provided herein. The City enters into this Agreement in reliance on those representations. C. City desires to retain Consultant and Consultant desires to serve City to perform those services in accordance with the terms and conditions of this Agreement. 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, (Consultant's scope of services), which are hereby incorporated by this reference. To the extent that there is any conflict between Exhibit A and/or Exhibit B, and this Agreement, this Agreement shall control. 1.2. Consultant shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City. 1.3. In performing this Agreement, Consultant shall comply with all applicable provisions of federal, state, and local law. 1.4. 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. The City relies upon the skill of Consultant, and Consultant's staff, if any, to do and perform the Services in a skillful, competent, and professional manner, and Consultant and Consultant's staff, shall perform the Services in such manner. Consultant shall, at all times, meet or exceed any and all applicable professional standards of care. The acceptance of Consultant's work 2 of 15 by the City shall not operate as a release of Consultant from such standard of care and workmanship. 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. 1.6. Consultant will not be compensated for any work performed not specified in the Scope of Services unless the City authorizes such work in advance and in writing. The City Manager may authorize extra work to fund unforeseen conditions up to the amount approved at the time of award by the City Council. Payment for additional work in excess of this amount requires prior City Council authorization. 2.0 Term This term of this Agreement shall commence as of the Effective Date and shall continue for a term of 24 Months unless previously terminated as provided by this Agreement. 3.0 Consultant's Compensation City will pay Consultant in accordance with the hourly rates shown on the fee schedule set forth in Exhibit B, attached hereto and incorporated herein by reference, for Services but in no event will the City pay more than $350,000. Any additional work authorized by the City pursuant to Section 1.6 will be compensated in accordance with the fee schedule set forth in Exhibit B. 4.0 Method of Payment 4.1. Consultant shall submit to City monthly invoices for all services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end of the month during which the services were rendered and shall describe in detail the services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the services performed for each day in the period. City will pay Consultant all undisputed fees within 30 days of receiving Consultant's invoice. City will not withhold any applicable federal or state payroll taxes and other required taxes, or other authorized deductions from payments made to Consultant for services performed under this Agreement. 4.2. Upon 24-hour notice from City, Consultant shall allow City or City's agents or representatives to inspect at Consultant's offices during reasonable business hours all records, invoices, time cards, cost control sheets and other 3of15 records maintained by Consultant in connection with this Agreement. City's rights under this Section 4.2 shall survive for two years following the termination of this Agreement. 5.0 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. This Agreement may be terminated by City upon 10 days' notice to Consultant if Consultant fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy. 5.3. 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. 6.2. Teresa Kelley is the Consultant's primary representative for purposes of this Agreement. Consultant may not change its representative without 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: AndersonPenna Partners, Inc. 3737 Birch St., STE 250 Newport Beach, CA 92660 Attn: Dino D'Emilia, Vice President 7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 4 of 15 8.0 Personnel Consultant has or shall secure, at its own expense, all personnel required to perform all services under this Agreement. Any person who performs any of the 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. All services provided pursuant to this Agreement shall be performed by Consultant or under its supervision. Consultant will determine the means, methods, and details of performing the services. Any additional personnel performing services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 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. To the fullest extent permitted by law, Consultant shall defend (with legal counsel acceptable to the City, whose consent shall not be unreasonably withheld), indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from Consultant's personnel practices. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this Section. Consultant's defense and indemnification obligations under this Section are in addition to the Consultant's defense and indemnification obligations of Section 14.0. 10.0 Subcontractors No portion of this Agreement shall be subcontracted without the prior written approval of the City. Consultant is fully responsible to City for the performance of any and all subcontractors. 5of15 11.0 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. 12.0 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 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 12.0 shall survive for three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. 13.0 Insurance 13.1. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that Consultant has secured all insurance required under this Section. Consultant shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements shall be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 13.2. Consultant shall, at its expense, procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. Coverage shall be at least as broad as the latest version of the following: 6 of 15 (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); (3) Employer's Liability and Workers' Compensation Insurance; and, if required by the City, (4) Professional Liability. Consultant shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; (3) Employer's Liability: $1,000,000 per accident and in the aggregate for bodily injury or disease and Workers' Compensation in the amount required by law; and (4) Professional Liability: $1,000,000 per claim/aggregate. 13.3. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to state: (1) coverage shall not be suspended, voided, reduced or canceled except after 30 days prior written notice by certified mail, return receipt requested, has been given to the City; (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, (3) coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage and that any insurance or self- insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it; (4) for general liability insurance, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the services or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (5) for automobile liability, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible. 13.4. All insurance required by this Section shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents, and volunteers. 13.5. Any deductibles or self-insured retentions shall be declared to and approved by the City. Consultant guarantees that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its directors, officials, officers, employees, agents, and 7of15 volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 14.0 Indemnification, Hold Harmless, and Duty to Defend Consultant and the City agree that the City, its employees, agents and officials should, to the fullest extent permitted by law, be fully protected from any loss, injury, damage, claim, liability, lawsuit, cost, expense, attorneys' fees, litigation costs, defense costs, court costs and/or any other cost arising out of or in any way related to the performance of this Agreement. Accordingly, the provisions of this indemnity provision are intended by the Parties to be interpreted and construed to provide the fullest protection possible under the law to the City and the Indemnitees. Consultant acknowledges that the CITY would not have entered into this Agreement in the absence of the commitment of the Consultant to indemnify and protect the City and the Indemnitees, as set forth in this Agreement. 14.1 Indemnity for Professional Services. To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, protect, defend, hold harmless and indemnify the City, its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively "Indemnitees" in this Section 14.0), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, liens, and losses of any nature whatsoever, including fees of accountants, attorneys and other professionals, and all costs associated therewith (collectively "Claims"), whether actual, alleged or threatened, to the extent arising out of, pertaining to, or relating to, in whole or in part, the negligence, recklessness or willful misconduct of Consultant, and/or its officers, agents, servants, employees, subcontractors, contractors or their officers, agents, servants or employees (or any entity or individual for that Consultant shall bear the legal liability thereof) in the performance of professional services under this Agreement. Consultant shall defend the Indemnitees in any action or actions filed in connection with any Claims with counsel of the Indemnitees' choice, and shall pay all costs and expenses, including all attorneys' fees and experts' costs actually incurred in connection with such defense. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by the Indemnitees in connection therewith. Notwithstanding the foregoing and as required by Civil Code § 2782.8(a), in no event shall the cost to defend the Indemnitees that is charged to Consultant exceed Consultant's proportionate percentage of fault.] 14.2 Other Indemnities. Other than in the performance of professional services, and to the fullest extent permitted by law, Consultant shall, at its sole cost and expense, protect, defend, hold harmless and indemnify the Indemnitees from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, liens and losses of any nature 8 of 15 whatsoever, including fees of accountants, attorneys and other professionals, and all costs associated therewith, and the payment of all consequential damages (collectively "Damages"), in law or equity, whether actual, alleged or threatened, which arise out of, pertain to, or relate to the acts or omissions of Consultant, its officers, agents, servants, employees, subcontractors, materialmen, suppliers, 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 this Agreement, including the Indemnitees' active or passive negligence, except for Damages arising 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. Consultant shall defend the Indemnitees in any action or actions filed in connection with any Damages with counsel of the Indemnitees' choice, and shall pay all costs and expenses, including all attorneys' fees and experts' costs actually incurred in connection with such defense. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by the Indemnitees in connection therewith. 14.3 Subcontractor Indemnification. Consultant shall obtain executed indemnity agreements with provisions identical to those in this Section 14.0 from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. If Consultant fails to obtain such indemnities, Consultant shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Claims in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant's subcontractor, its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual that Consultant's subcontractor shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence, except for Claims or Damages arising 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 14.4 The obligations of Consultant under this or any other provision of this Agreement shall not be limited by the provisions of any workers' compensation act or similar act. Consultant expressly waives any statutory immunity under such statutes or laws as to the Indemnitees. Consultant's indemnity obligation set forth in this Section 14.0 shall not be limited by the limits of any policies of insurance required or provided by Consultant pursuant to this Agreement. 14.4 Consultant's covenants under this Section 14.0 shall survive the expiration or termination of this Agreement. 15.0 Equal Opportunity 9of15 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. 16.0 Workers' Compensation Labor Certification By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 17.0 Prevailing Wage and Payroll Records If this Agreement calls for services that, in whole or in part, constitute "public works" as defined in the California Labor Code, then Consultant shall comply in all respects with all applicable provisions of the California Labor Code, including those set forth in Exhibit C, attached hereto and incorporated by reference herein. 18.0 Entire Agreement This Agreement contains the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both parties. 19.0 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. 20.0 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of California. 21.0 No Third Party Rights No third party shall be deemed to have any rights hereunder against either party as a result of this Agreement. 10 of 15 22.0 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. 23.0 Prohibited Interests; Conflict of Interest 23.1. 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. 23.2. 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. 23.3. Consultant warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, non -contractual, 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. 24.0 Attorneys' Fees If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the 11 of 15 losing party all of its attorneys' fees and other costs incurred in connection therewith. 25.0 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. 26.0 Corporate Authority The person executing this Agreement on behalf of Consultant warrants that he or she is duly authorized to execute this Agreement on behalf of said Party and that by his or her execution, the Consultant is formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. CITY OF SEAL BEACH Attest: Approved as to Form: By: Craig A. Steele, City Attorney CONSULTANT . PEA -WA I ea J0 r - Name' r%741 Its: CAII G > Letxg+t- 12 of 15 Professional Construction Phase Plan Checking and Inspection Services City of Seal Beach for the Ocean Place Development, Tract 17425 Exhibit A - Scope of Services Plan Checking Management Approach Management of Project Team. Our project approach and proven work plan is based on a pro -active project management approach. We firmly believe in"doing it right the first time Consequently, we realize that when pursuing project success, it is critical to thoroughly define the project requirements before the work is started. APP's proposed Plan Manager, Terry Kelley, PE, has more than 30 years of management experience and has a proven record in successfully managing projects for numerous public agencies. She has great success in obtaining consensus on implementing an agency's and our managerial procedures and approaches. Our management philosophy includes the following: Understand the Proposed Project. Terry Kelley, PE has been intimately involved with the project for the last 2 years. She has been the lead reviewer on the project documents and plans. She is committed to be available to the City during the construction duration of all the City critical improvements. She has a wealth of knowledge that she will be sharing with the APPteam. The Right People for the Project. Along with Terry Kelley, PE we enclose resumes for Senior Public Warks Inspectors Eric Egurrola and Anthony Guzman, QSP, to be the City's representative in the field for inspection. As noted in the cover letter, availability of either inspector is dependent upon the City's NTP to APP to begin work on the project. Alternate inspection candidates will be proposed and deployed to the project, as approved by the City, should Eric or Anthony be committed on other assignments prior to the City's NTP. Team Communication. Our team members have excellent track records communicating with clients and stakeholders. Frequent communication and tracking of project progress is integral to our approach for his project. We will set up communication protocol with the City prior to commencing any work on the project. Our goal is to keep the City informed as construction progress. Through our FTP site that we have already established for the project, we will have daily inspection reports uploaded forthe City's review. The City will be included in all construction revision communications and our recommendations will be coordinated with the City. Terry will be responsible for outlining construction communication protocol. Schedule. The development construction schedule will be the responsibility of the developer. The developer must submit a construction schedule to the City for review and approval. APP can work with the developer to develop a realistic construction schedule that will meet the City's goals and standards. Construction Plan Checking Task Approach Construction Plan Revision Reviews. Construction plan reviews are completed for revisions to the City -approved plans. These revisions are the result of field requested changes to the plans. The revisions must be coordinated by APP's project manager, APP's inspector, the engineer of record and the City. All revisions will be reviewed with the City. APP will present our recommendations for approval and confirm that the approved recommendations are then implemented. Protocol will be established with the City, the developer and its representatives. APP'S project manager and plan check reviewer, Terry Kelley, has experience with and understands the requirement to resolve requested revisions during construction in a very timely manner. Terry currently is the lead construction revision reviewer for almost 200 acres of development including the civil portions of the City of Lake forests S60 -million Civic Center campus. Scheduling and Fee Control. APP has estimated that the entire project will take approximately nine months. This estimate does not include any unforeseen issues or delays in the field on the part of the developer's construction forces. Terry has been successful in coordinating and completing timely construction reviews. She has a track record of obtaining consensus 11 P a g e ANDEP,SON•PENNA Professional Construction Phase Plan Checking and Inspection Services City of Seal Beach for the Ocean Place Development, Tract 17425 between all parties involved in plan revisions. Following the construction communication protocol established for the project, Terry will outline items of submittal required for revision requests which will aid in facilitating timely reviews. APP has provided an estimate of fees for the project construction management and plan -checking revisions based on the estimated project duration noted above. Meetings. Terry will attend construction meetings as necessary to review the project site progress and discuss proposed revisions. She will also attend periodic site walks with Dana Hutchins, APP's senior public works inspector, to review progress. She will be available to review any construction issues with Dana and the City. Electronic Submittals. APP will maintain its FTP site established for the Ocean Place project to coordinate all construction plan checking of revisions. We have successfully used the FTP site to receive project submittals from the Fuscoe and return to them our comments. The City has access to the FTP site and can upload and download files. Files created and saved in Bluebeam Revu®, which APP utilizes to provide clear, electronic plan check comments, can be opened by anyone with Adobe Acrobat* software. Having access to construction revision submittals electronically helps expedite reviews and perform quality control checking. Construction Inspection Approach APP will serve as the Citys representative and liaison with the City, as well as, the contractor during construction of the Ocean Place project. Prior to the pre -construction meeting, APP will review and be knowledgeable about the contract documents and the existing site and conditions. Preconstruction Conference. APP inspector will participate in the pre -construction meeting organized by the contractor and developer. Safe Conditions. APP will monitor project work and adjacent areas for unsafe conditions, promptly require corrective measures be addressed by the contractor in compliance with the Contractor's submitted safety plan, OSHA requirements, City's standards and contract documents and report such unsafe conditions, and corrective measures taken, to the City. One of the most pervasive job hazards across all projects is construction adjacent to live traffic lanes. APP inspectors are very familiar with monitoring and enforcing proper traffic controls per the WATCH Handbook, MUTCD and/or project -specific traffic control, traffic handling, detour plans. Inspectors drive and/or walk the project limits at the start, during and before leaving the site each day to monitor proper, and/or require corrections to the required traffic control measures. Quality Assurance. APP will enforce that a quality product, in conformance with the City's standards and approved project documents, will be constructed. APP will perform and/or coordinate OA/OC activities daily and review activities as they happen, to make sure that OA/OC procedures are followed and deficiencies are resolved in a timely and efficient manner. APP's inspector will be on site during the normal working hours and when critical activities require verifying construction progress and that all work conforms to approved project documents. The inspector will monitor testing services, track documentation and review testing results. The inspector will also review test reports submitted by others to substantiate compliance and ensure that certificates of compliance or source release tags are furnished by the contractor, along with the applicable delivered materials at the project site. When necessary, corrective measures will be implemented and re-inspected/retested to verify acceptable completion. APP'S inspector will reject work that does not conform to the requirements of the contract documents and will promptly report unacceptable work to the City and contractor. Rejected work will be thoroughly documented, photographed and tracked until repaired or replaced to the satisfaction of the City. 21P a g e /I ANDERSON PENNA Professional Construction Phase Plan Checking and Inspection Services City of Seal Beach for the Ocean Place Development, Tract 11425 _ Materials and Workmanship. APP inspectors will recommend approval of materials and workmanship that meet the project -approved document. This will be done in coordination with the APP's project manager, the engineer of record, architect, fire inspector, deputy inspector, or other authorized representative or regulatory authorities having jurisdiction. Daily Construction Observation Reports. APP's inspector will compile daily observation reports documenting construction activities, field problems, disputes or claims, resolutions of issues and directions given to the contractor. Completed daily reports will be uploaded to the APP FTP site weekly. Photographs. Inspectors prepare and maintain an electronic photo journal documenting the construction progress. Photos will be taken before construction begins, during construction and upon completion of the project and uploaded to the FTP site on a weekly basis. Submittal Processing. APP's inspector will assist with review of contractor submittals, as requested by the City, for completeness and general conformance with the approved project documents. The inspector will compare approved submittals with materials delivered to the project to confirm the proper products are incorporated into the constructed product. Revisions. APP's inspector will review and coordinate with Project Manager Terry Kelley on all requested revisions to the approved project documents. Our inspectors will work closely with our project manager to ensure that the approved project documents are adhered to throughout construction of the project Problems and Solutions. APP's proactive approach serves to anticipate and expeditiously resolve field problems. Our team is well-trained in problem solving. Al I issues are processed with a sense of urgency by APP's project manager, and presented to the City with suggested alternatives, potential budget and schedule impacts and recommended solutions. The inspection team will quickly coordinate resolutions of field problems, in the manner which suits the best interests of the project and the City. APP will effectively and expeditiously communicate with Project Manager Terry Kelley to identify conflicts construction problems, coordination issues and facilitate the needed action and response to requested revisions. Document Tracking System. Complete and current project files shall be available in the field and on the FTP site. The APP project controls system uses a detailed indexing system for all project hard files. APP has already developed customized forms, reports database structure, and work breakdown structure, well suited for typical public works projects. This system will be adapted to the specific needs of the project, to monitor, track and control the project. This detailed tracking system will enable us to provide an accurate assessment of the progress to the City with recommendations to maintain or improve adherence to the approved project schedule. Schedule Review. The development construction schedule will be the responsibility of the developer. The developer must submit a construction schedule to the City for review and approval. APP can work with the developer to develop a realistic construction schedule that will meet the City's goals and standards. APP inspectors are very familiar with mainstream scheduling software such as Primavera P6 and Microsoft Project. The APP inspectorwill assist the City in reviewing the baseline construction schedule, including activity sequences and duration, schedule of submittals and schedule of delivery for products with long lead times. The inspection team will evaluate the baseline project schedule for the following: • Consistency with the contract schedule ((ompletionwithin the contract time) • Accurate start dates, completion dates, other dates detailed in the contract • Any impacts of weather and change orders • Sufficient detail —including submittal process and procurement requirements • Sequence of construction and correct schedule logic • Identification of the critical path and project float Page \ AND/ERSOON PENNA Professional Construction Phase Plan Cheddng and Inspection Services City of Seal Beach for the Ocean Place Development, Tract 17425 The schedule will not be recommended for approval as the baseline until all discrepancies are resolved. Schedule Control. During the progress of construction, the APP team will compare the contractor's monthly schedule updates to the baseline schedule and any approved time extensions, note any shortcomings and monitor and track corrections by the Contractor to keep the Project Schedule on track. A four-week look ahead will be obtained from the contractor, updated weekly and presented at the weekly construction progress meetings. This tool will keep the entire team looking one-month ahead of the project and will facilitate proactive handling of project activities and issues. Construction Meetings. The inspector will be available to attend developer construction meetings. At these meetings our inspector will provide comments on observed project construction issues. The inspector will also request corrective measures concerning construction activities and will provide a timeline for expected corrections. Written Instruction. APP will Issue written instructions to contractor regarding routine matters and/or follow-up of verbal instructions as necessary to properly document project issues. Plans, Specs and As-Builts. APP inspectors periodically review the Contractor's as -built updates on the approved job plan set, identify missing items and require the Contractor to keep as -built records up to date throughout the project. APP inspectors keep their own set of as -built plans which will note the location of subsurface utilities encountered and / or installed, identify where any design orfield revisions were required. At the end of the project the final as -built plans are submitted the City. Delivery Close-out Documents. APP's inspector will enforce the developer's contractor to submit well -coordinated operations and maintenance manuals, warrantees & guarantees, bonds, extra stock and/or other items required by the City. Pre -Final Inspection. The Inspector will coordinate with APP's project manager, appropriate project stakeholders, perform the final job walk and prepare the punchlist (deficiency list), The inspector will coordinate and observe completion of required corrections. Final Inspection. Satisfactory completion of all pun chlist items is verified before the inspector signs the permit. APP is noted for our attention to detail. Not only have we excelled at closing out our own projects, but we have been requested to and successfully closed out problem client projects where our services were not initially utilized. Upon completion of the punchlist and final acceptance by all project stakeholders, APP'S inspector and project manager will make recommendation to City for release of bonds. Project Schedule APP estimates that it will take approximately nine months to complete this project. This estimate assumes that the project's on-site and off-site improvements will be constructed concurrently and there are no unforeseen construction issues. However, the City is aware that the project is situated on the former site of an abandoned steam -generating plant and is within Coastal Commission jurisdiction. These two factors may introduce construction issues that prolong the construction schedule. aqe ANDERSON • PENNA Professional Construction Phase Plan Checking and Inspection Services City of Seal Beach for the Ocean Place Development, Tract 17425 Exhibit B - Estimated Fee The following fee is based upon Exhibit A. It should be noted that the final cost is dependent upon the developer's timely execution of the project. The estimated fee is a time and materials estimate based upon the developers proposed schedule. The estimate is also based upon full time management for the duration of the developers schedule. APP understands that the development will provide public infrastructure that will become a permanent City maintenance responsibility, therefore, it is critical that full time inspection of those elements be provided. The final cost of these services will be dependent on the actual time required by the developer. Notes: The above hourly rates include wages, fringe and general and administrative overhead and fee, as well as typical supplies, tools and equipment required to perform services. The following minimum callout applies to Inspection staff, in accordance with Industrial Welfare Commission Order No. 16-2001: Cancellation of 8 hours scheduled inspection after inspector's arrival on site: 4 -hour minimum Cancellation of 4 hours scheduled inspection after inspector's arrival on site: 2 -hour minimum This is a Prevailing Wage Project. Prevailing Wage Rates are subject to increases pursuant to the State of California's Department of Industrial Relations Wage Rate Determinations, assumed at $2.30 per hour, plus associated overhead and profit, per annum. The rate included above cover the period through June 30, 2019. Inspection Overtime: No weekday, Saturday, holiday or Sunday work is assumed or included. Should any weekday or Saturday overtime inspection be required, it is charged at 1.4 times the rate shown. For Sundays and holidays inspection billing, rates are 1.80 times the above rate, upon the City's prior written approval therefore. Contracts for Public Works Inspection: For contracts involving public works inspection services, APP requires the awarding public agency to complete DI R form PWC -100 solely for AndersonPenna Partners, Inc. as the Prime Contractor specific to the awarded contract name and amount. Fees for subconsultant services: Billed at actual cost plus 15 percent (15%) to cover overhead and administration. Reimbursable Expenses: Ordinary identifiable non -salary costs that are directly attributable to the project, such as reproduction, regular vehicular travel costs, overnight postage / couriers, etc., are included in the fee estimated above. Extraordinary expenses, such as oversized and/or color reproduction costs, site facility hard phone line and/or intemet service 11Page a ANDERSON-PENNA Professional Construction Phase Plan Checking and Inspection Services City of Seal Beach for the Ocean Place Development, Tract 17425 charges, non -commuter project miles and/or other travel expenses to remote (over 50 miles one-way) fabrication yards / batch plants, overnight postage/ couriers, etc., are billed at actual cost plus 10 percent to cover overhead and administration. Travel charges to a casting/ fabrication yard or batch plant will include the hourly billing rate plus travel expenses as listed in the Caltrans Travel Guide (State rates). Extraordinary charges will not be billed to the Client unless specifically requested and approved by the Client in writing prior to incurring the expense. Fees for expert witness services: Charged at $300.00 per hour with a 4 -hour minimum per day. Payment Terms: A late payment finance charge at a rate of 12 percent per annum will be applied to any unpaid balance commencing 30 days after the date of original invoice. This rate schedule is effective through June, 2019. Should the Contract duration be extended beyond June 30, 2019, rates may be subject to annual and/or periodic revisions as necessary to accommodate inflationary trends, salary adjustments and the general costs of business, as mutually agreeable to the parties and approved via Contract amendment prior to implementing higher rates. NOTES/ LIMITATIONS: The projected fee is based on the number of estimated working days required for the completion of the work. The estimate may be affected by: • Working time duration in excess of the duration indicated above • Contractor and subcontractor's efficiency and sequencing of events • Unexpected subsurface conditions • Unforeseen delays beyond APP's control EXCLUSIONS TO SCOPE AND FEE: The following items are specifically excluded: • Legal advice • Design engineering • Temporary field office facilities, equipment furniture, utilities and/or services • Hazardous materials monitoring and/ortesting • Acceptance and/or Independent Assurance Sampling and Testing (IAST) Services • Specialized Software (otherthan MS Office Suite) and MS Project 31 P a g e ANDERSON PENNA EXHIBIT C TERMS FOR COMPLIANCE WITH CALIFORNIA LABOR LAW REQUIREMENTS 1. This Agreement calls for services that, in whole or in part, constitute "public works" as defined in Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code ("Chapter 1"). Further, Consultant acknowledges that this Agreement is subject to (a) Chapter 1 and (b) the rules and regulations established by the Department of Industrial Relations ("DIR") implementing such statutes. Therefore, as to those Services that are "public works", Consultant shall comply with and be bound by all the terms, rules and regulations described in 1(a) and 1(b) as though set forth in full herein. 2. California law requires the inclusion of specific Labor Code provisions in certain contracts. The inclusion of such specific provisions below, whether or not required by California law, does not alter the meaning or scope of Section 1 above. 3. Consultant shall be registered with the Department of Industrial Relations in accordance with California Labor Code Section 1725.5, and has provided proof of registration to City prior to the Effective Date of this Agreement. Consultant shall not perform work with any subcontractor that is not registered with DIR pursuant to Section 1725.5. Consultant and subcontractors shall maintain their registration with the DIR in effect throughout the duration of this Agreement. If Consultant or any subcontractor ceases to be registered with DIR at any time during the duration of the project, Consultant shall immediately notify City. 4. Pursuant to Labor Code Section 1771.4, Consultant's Services are subject to compliance monitoring and enforcement by DIR. Consultant shall post job site notices, as prescribed by DIR regulations. 5. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages for each craft, classification, or type of worker needed to perform the Agreement are on file at City Hall and will be made available to any interested party on request. Consultant acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and Consultant shall post such rates at each job site covered by this Agreement. 6. Consultant shall comply with and be bound by the provisions of Labor Code Sections 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 $200.00 for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Consultant or by any subcontractor. 7. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified 13 of 15 in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform City of the location of the records. 8. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6 and 1777.7 and California Administrative Code title 8, section 200 et seq. concerning the employment of apprentices on public works projects. Consultant shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within 60 days after concluding work pursuant to this Agreement, Consultant and each of its subcontractors shall submit to City a verified statement of the journeyman and apprentice hours performed under this Agreement. 9. Consultant shall not perform Work with any Subcontractor that has been debarred or suspended pursuant to California Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. Consultant and subcontractors shall not be debarred or suspended throughout the duration of this Contract pursuant to Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. If Consultant or any subcontractor becomes debarred or suspended during the duration of the project, Consultant shall immediately notify City. 10. Consultant acknowledges that eight hours labor constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code Section 1810. Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. Consultant shall, as a penalty to City, forfeit $25.00 for each worker employed in the performance of this Agreement by Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of eight hours per day, and 40 hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of eight hours per day at not less than one and one-half times the basic rate of pay. 11. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Consultant hereby certifies as follows: "1 am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the 14 of 15 provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract." 12. For every subcontractor who will perform work on the project, Consultant shall be responsible for such subcontractor's compliance with Chapter 1 and Labor Code Sections 1860 and 3700, and Consultant shall include in the written contract between it and each subcontractor a copy of those statutory provisions and a requirement that each subcontractor shall comply with those statutory provisions. Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a periodic review of the certified payroll records of the subcontractor and upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take corrective action to halt or rectify any failure. 13. To the maximum extent permitted by law, Consultant shall indemnify, hold harmless and defend (at Consultant's expense with counsel reasonably acceptable to City) City, its officials, officers, employees, agents and independent contractors serving in the role of City officials, and volunteers from and against any demand or claim for damages, compensation, fines, penalties or other amounts arising out of or incidental to any acts or omissions listed above by any person or entity (including Consultant, its subcontractors, and each of their officials, officers, employees and agents) in connection with any work undertaken or in connection with the Agreement, including without limitation the payment of all consequential damages, attorneys' fees, and other related costs and expenses. All duties of Consultant under this Section shall survive the termination of the Agreement. 15 of 15 KINGENG-01 NGONZALEZ _ T ACORO' CERTIFICATE OF LIABILITY INSURANCE GATE (MMIDD/YYYY) 10109/2018 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(les) must have ADDITIONAL INSURED provisions or 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: PHONE FAX INC, Ne, E.g: (703) 827-2277 lac_No):(703) 827.2279 Ames & Gough 8300 Greensboro Drive Suite 980 nl onlE ss: admin@amesgough.com McLean, VA 22102 INSURER(S)AFFORDING COVERAGE NAICk INSURERA:Continental Casualty Company (CNA) A, XV 20443 INSURED INSURER a: National Fire Insurance Company of Hartford A(XV) 120478 _ INSURER C:Continental Insurance Company A(XV) 35289 _ Anderson Penna Partners, Inc. INSURER D 3737 Birch Street, Suite 250 Newport Beach, CA 92660 INSURER E INSURER F; 01/01/2019 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 RESPECTTO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECTTOALLTHE TERMS, EXCLUSIONSAND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR AJP—TYPE OF INSURANCE ADDS SUBR Me POLICY NUMBER POLICY EFF POLICY EXP LIMITS A X COMMERCIAL GENERAL LIABILITY1,()00,000 EACH OCCURRENCE 5 CI -AMS -MACE IX OCCUR 605690300$ 01/01/2018 01/01/2019 DAMAGES -(E.. n PAMAGE T(ER_oNTED nce)_ 1,,00, 00 5 IS 15'000 MED EXP(Anyone person)_ PERSONAL B ADV INJURY $ 1'000'000 GGEEN'L AGGREGATE LIMIT APPLIES PER /L POLICY F� ECLOC JT GENERAL AGGREGATE 8 2,000,000 PRODUCTS-COMPIOPAGG $ 2'000'000 $ Irl OTHER: B AUTOMOBILE LIABILITY COM LINED SINGLE LIMIT -(Ea acciderr 1,000,0Q0 S S X ANY AUTO 6056902999 01/0112018 01/01/2019 BODILY INJURY Perep rson)_ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accitlent) $ ROPERTY AMAGE Per acci1 7.' I$ HIRED NON-ppyWyryN ED AUTOS ONLY AUTOSONLY C X UMBRELI-ALIAS X OCCUR I EACH OCCURRENCE $ 10'000'000 AGGREGATE $ 10'000'000 EXCESS L1Aa CLAIMS -MADE CUE 6056903022 01/01/2018 01/01/2019 _ DEO X RETENTION$ 10,000 Is C WORKERS COMPENSATION ANDEMPLOYERs'UARILITY YIN ANY PROPRIETORIPARTNERIEXECUTIVE OFFICERNEMBER EXCLUOED9 ❑N (Mat andory In NH) I(yes describe under DE SCRIPTIONOFOPERATIONSbel. NIA WC 656903019 01101/2018 01/01/2019 PER OTH- STATUTE ER_ 1,0()6,668 5 E.L. EACH ACCIDENT_ EL DISEASE - EA EMPLOYEE 8 1'000'000 E.L. DISEASE -POLICY LIMIT 11000,006 $ A Professional IAEH591916165 01/01/2018 01/01/2019 Per Claim 2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, AddlHonaI Remarks Schad ule, may be attac had If more space Is required) Professional Liability Aggregate Limit: $4,000,000 Re: All Operations. The City of Seal Beach, its officers, officials, employees, designated volunteers and agents serving as independent contractors in the role of City officials are included as additional insured with respect to General Liability and Auto Liability when required by written contract. General Liability is primary and non-contributory over any existing Insurance and limited to liability arising out of the operations of the named insured and when required by written contract. Workers Compensation policy includes a waiver of subrogation in favor of the additional insureds where permissible by state law and when required by written contract CERTIFICATF HDI DER CANCELLATION ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE CI of Seal Beach City THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 211 8th Street Seal Beach, CA 90740 AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CNA Workers Compensation And Employers Liability Insurance �® Policy Endorsement 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 shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Any Person or Organization on whose behalf you are required to obtain this waiver of our right to recover from under a written contract or agreement. The premium charge for the endorsement is reflected in the Schedule of Operations. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Form No: WC 00 03 13 (04-1984) Policy No WC 6 56903019 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date: 01 /0 11201 8 Endorsement No: 4; Page: i of 1 Policy Page: 62 of 98 Underwriting Company: The Continental Insurance Company, 333 S Wabash Ave, Chicago, IL 60604 Copyright 1983 National Council on Compensation Insurance. Policy: 6056902999 CNA SCA 23 500D09 (Ed. 10/11) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXTENDED COVERAGE ENDORSEMENT- BA PLUS This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM I. LIABILITY COVERAGE A. Who Is An Insured The following is added to Section II, Paragraph A.1., Who Is An Insured: 1. a. Any incorporated entity of which the Named Insured owns a majority of the voting stock on the date of inception of this Coverage Form; provided that, b. The insurance afforded by this provision A.1. does not apply to any such entity that is an "insured" under any other liability "policy" providing "auto" coverage. 2. Any organization you newly acquire or form, other than a limited liability company, partnership or joint venture, and over which you maintain majority ownership interest. The insurance afforded by this provision A.2.: a. Is effective on the acquisition or formation date, and is afforded only until the end of the policy period of this Coverage Form, or the next anniversary of its inception date, whichever is earlier. b. Does not apply to: (1) "Bodily injury" or "property damage" caused by an "accident" that occurred before you acquired or formed the organization; or (2) Any such organization that is an "insured" under any other liability "policy" providing "auto" coverage. 3. Any person or organization that you are obligated to provide Insurance where required by a written contract or agreement is an insured, but only with respect to legal responsibility for acts or omissions of a person for whom Liability Coverage is afforded under this policy. 4. An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business. 1. Which are no longer in force, or 2. Whose limits have been exhausted. B. Bail Bonds and Loss of Earnings Section II, Paragraphs A.2.a.(2) and A.2.a.(4) are revised as follows: 1. In a.(2), the limit for the cost of bail bonds is increased from $2,000 to $5,000, and 2. In a.(4), the limit for the loss of earnings is increased from $250 to $500 a day. C. Fellow Employee Section II, Paragraph B.5 does not apply. Such coverage as is afforded by this provision C. is excess over any other collectible insurance. II. PHYSICAL DAMAGE COVERAGE A. Towing Section III. Paragraph A.2., is revised to include Light Trucks up to 10,000 pounds G.V.W. B. Transportation Expenses Section III, Paragraph A.4.a. is revised, with respect to transportation expense incurred by you, to provide: a. $60 per day, in lieu of $20; subject to b. $1,800 maximum, in lieu of $600. C. Loss of Use Expenses Section III, Paragraph A.4.b. is revised, with respect to loss of use expenses incurred by you, to provide: a. $1,000 maximum, in lieu of $600. D. Personal Property The following is added to Section III, Paragraph A.4. c. We will pay up to $500 for loss to Personal Property which is: (1) Owned by an "insured", and (2) In or on the covered "auto." This coverage applies only in the event of a total theft of your covered "auto." "Policy," as used in this provision A. Who Is An This insurance is excess over any other collectible Insured, includes those policies that were in force on insurance and no deductible applies. the Inception date of this Coverage Form but: E. Rental Reimbursement SCA 23 500D09 Copyright, CNA Corporation, 2000. Page 1 of 3 (Ed. 10/11) Includes copyrighted material of the Insurance Services Office used with its permission. Policy: 6056902999 The following is added to Section III, Paragraph A.4. d. We will pay for rental reimbursement expenses incurred by you for the rental of an "auto" because of "loss" to a covered "auto." Payment applies in addition to the otherwise applicable amount of each coverage you have on a covered "auto." No deductibles apply to this coverage. 1. We will pay only for those expenses incurred during the policy period beginning 24 hours after the "loss" and ending, regardless of the policy's expiration, with the lesser of the following number of days: (a) The number of days reasonably required to repair or replace the covered "auto'; or, (b) 15 days. 2. Our payment is limited to the lesser of the following amounts: (a) Necessary and actual expenses incurred; or, (b) $25 per day subject to a maximum of $375. 3. This coverage does not apply while there are spare or reserve "autos" available to you for your operations. 4. If "loss" results from the total theft of a covered "auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided for under the Physical Damage Coverage Extension. F. Hired "Autos" The following is added to Section III. Paragraph A.: 5. Hired "Autos" If Physical Damage coverage is provided under this policy, and such coverage does not extend to Hired Autos, then Physical Damage coverage is extended to: a. Any covered "auto" you lease, hire, rent or borrow without a driver; and b. Any covered "auto" hired or rented by your ,employee" without a driver, under a contract in that individual "employee's" name, with your permission, while performing duties related to the conduct of your business. c. The most we will pay for any one "accident" or "loss" is the actual cash value, cost of repair, cost of replacement or $75,000 whichever is less minus a $500 deductible for each covered auto. No deductible applies to "loss" caused by fire or lightning. SCA 23 500D09 (Ed. 10/11) d. The physical damage coverage as is provided by this provision will be limited to the types of physical damage coverage(s) provided on your owned "autos." e. Such physical damage coverage for hired "autos' will: (1) Include loss of use, provided it is the consequence of an "accident" for which the Named Insured is legally liable, and as a result of which a monetary loss is sustained by the leasing or rental concern. (2) Such coverage as is provided by this provision G.e.(1) will be subject to a limit of $750 per "accident." G. Airbag Coverage The following is added to Section III, Paragraph B.3. The accidental discharge of an airbag shall not be considered mechanical breakdown. H. Electronic Equipment Section III, Paragraphs B.4.c and B.4.d. are deleted and replaced by the following: C. Physical Damage Coverage on a covered "auto" also applies to "loss" to any permanently installed electronic equipment including its antennas and other accessories d. A $100 per occurrence deductible applies to the coverage provided by this provision. I. Diminution In Value The following is added to Section III, Paragraph B.6 Subject to the following, the "diminution in value" exclusion does not apply to: a. Any covered "auto" of the private passenger type you lease, hire, rent or borrow, without a driver for a period of 30 days or less, while performing duties related to the conduct of your business; and b. Any covered "auto" of the private passenger type hired or rented by your "employee" without a driver for a period of 30 days or less, under a contract in that individual "employee's" name, with your permission, while performing duties related to the conduct of your business. c. Such coverage as is provided by this provision is limited to a "diminution in value" loss arising directly out of accidental damage and not as a result of the failure to make repairs; faulty or incomplete maintenance or repairs; or the installation of substandard parts. SCA 23 500D09 copyright, CNA corporation, 2000. Page 2 of 3 (Ed. 10/11) Includes copyrighted material of the Insurance Services Office used with its permission. Policy: 6056902999 d. The most we will pay for "loss" to a covered "auto" in any one accident is the lesser of. (1) $5,000; or (2) 20% of the "auto's" actual cash value (ACV) III. Drive Other Car Coverage — Executive Officers The following is added to Sections II and III: 1. Any "auto" you don't own, hire or borrow is a covered "auto" for Liability Coverage while being used by, and for Physical Damage Coverage while in the care, custody or control of, any of your ,.executive officers," except: a. An "auto" owned by that "executive officer' or a member of that person's household; or b. An "auto" used by that "executive officer' while working in a business of selling, servicing, repairing or parking "autos." Such Liability and/or Physical Damage Coverage as is afforded by this provision will be: (1) Equal to the greatest of those coverages afforded any covered "auto" and (2) Excess over any other collectible insurance. 2. For purposes of this provision, "executive officer' means a person holding any of the officer positions created by your charter, constitution, by- laws or any other similar governing document, and, while a resident of the same household, includes that person's spouse. Such "executive officers" are "insureds" while using a covered "auto" described in this provision. IV. BUSINESS AUTO CONDITIONS A. Duties In The Event Of Accident, Claim, Suit Or Loss SCA 23 500D09 (Ed. 10/11) The following is added to Section IV, Paragraph A.2.a. (4) Your "employees" may know of an "accident" or "loss." This will not mean that you have such knowledge, unless such "accident" or "loss" is known to you or if you are not an individual, to any of your executive officers or partners or your insurance manager. The following is added to Section IV, Paragraph A.2.b. (6) Your "employees" may know of documents received concerning a claim or "suit." This will not mean that you have such knowledge, unless receipt of such documents is known to you or if you are not an individual, to any of your executive officers or partners or your insurance manager. B. Concealment, Misrepresentation or Fraud The following is added to Section IV, Paragraph 8.2 Your failure to disclose all hazards existing on the date of inception of this Coverage Form shall not prejudice you with respect to the coverage afforded provided such failure or omission is not intentional. C. Policy Period, Coverage Territory Section IV, Paragraphs 7.(5).(a). is revised to provide: a. 45 days of coverage in lieu of 30 days IV. DEFINITIONS Section V. Paragraph C. is deleted and replaced by the following: "Bodily injury" means bodily injury, sickness or disease sustained by a person, including mental anguish, mental injury or death resulting from any of these SCA 23 500D09 Copyright, CNA Corporation, 2000. Page 3 of 3 (Ed. 10/11) Includes copyrighted material of the Insurance services Office used with its permission. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement with respect to such provision do not apply. CNA74858XX (1-15) Policy No: 6056903005 Page 1 of 18 Endorsement No: a CONTINENTAL CASUALTY COMPANY Effective Date: 01/01/2016 Copynght CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. TABLE OF CONTENTS 1. Additional Insureds 2. Additional Insured - Primary And Non -Contributory To Additional Insured's Insurance 3. Additional Insured— Extended Coverage 4. Boats 5. Bodily Injury — Expanded Definition 6. Broad Knowledge of Occurrence/ Notice of Occurrence 7. Broad Named Insured 8. Contractual Liability— Railroads 9. Estates, Legal Representatives and Spouses 10. Expected Or Intended Injury — Exception for Reasonable Force 11. General Aggregate Limits of Insurance — Per Location 12. In Rem Actions 13. Incidental Health Care Malpractice Coverage 14. Joint Ventures/Partnership/Limited Liability Companies 15. Legal Liability — Damage To Premises 16. Liquor Liability 17. Medical Payments 18. Non -owned Aircraft Coverage 19. Non -owned Watercraft 20. Personal And Advertising Injury — Discrimination or Humiliation 21. Personal And Advertising Injury - Contractual Liability 22. Property Damage — Elevators 23. Retired Partners, Members, Directors And Employees 24. Supplementary Payments 25. Unintentional Failure To Disclose Hazards 26. Waiver of Subrogation — Blanket 27. Wrap -Up Extension: OCIP, CCIP or Consolidated (Wrap -Up) Insurance Programs CNA74858XX (1-15) Policy No: 6056903005 Page 1 of 18 Endorsement No: a CONTINENTAL CASUALTY COMPANY Effective Date: 01/01/2016 Copynght CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement 1. ADDITIONAL INSUREDS a. WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs A. through 1, below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement: (1) is currently in effect or becomes effective during the term of this Coverage Part; and (2) was executed prior to: (a) the bodily injury or property damage, or (b) the offense that caused the personal and advertising injury, for which such additional insured seeks coverage. b. However, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: (1) a higher limit of insurance than required by such contract or agreement; or (2) coverage broader than required by such contract or agreement, and in no event broader than that described by the applicable paragraph A. through I. below. Any coverage granted by this endorsement shall apply only to the extent permissible by law. A. Controlling Interest Any person or organization with a controlling interest in a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. such person or organization's financial control of a Named Insured; or 2. premises such person or organization owns, maintains or controls while a Named Insured leases or occupies such premises; provided that the coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. B. Co-owner of Insured Premises A co-owner of a premises co -owned by a Named Insured and covered under this insurance but only with respect to such co -owner's liability for bodily injury, property damage or personal and advertising injury as co-owner of such premises. C. Engineers, Architects or Surveyors Engaged By You An architect, engineer or surveyor engaged by the Named Insured, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused in whole or in part by the Named Insured's acts or omissions, or the acts or omissions of those acting on the Named Insured's behalf: a. in connection with the Named Insured's premises, or b. in the performance of the Named Insured's ongoing operations. But the coverage hereby granted to such additional insureds does not apply to bodily injury, property damage or personal and advertising injury arising out of the rendering of or failure to render any professional services by, on behalf of, or for the Named Insured, including but not limited to: CNA74858XX (1-15) Policy No: 6056903005 Page 2 of 18 Endorsement No: 8 CONTINENTAL CASUALTY COMPANY Effective Date: 01/01/2018 Copynght CNA All Rights Reserved. Includes copyrighted material of Insurance Services office, Inc., with its permission. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement 1. the preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and spe ificatlons; or 2. supervisory, inspection, architectural or engineering activities. D. Lessor of Equipment Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused, in whole or in part, by the Named Insured's maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. E. Lessor of Land Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such land, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. F. Lessor of Premises An owner or lessor of premises leased to the Named Insured, or such owner or lessor's real estate manager, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such part of the premises leased to the Named Insured, and provided that the occurrence giving rise to such bodily injury or property damage, or the offense giving rise to such personal and advertising injury, takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. G. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee or receiver's liability for bodily injury, property damage or personal and advertising injury arising out of the Named Insured's ownership, maintenance, or use of a premises by a Named Insured. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. H. State or Governmental Agency or Subdivision or Political Subdivisions — Permits A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization but only with respect to such state or governmental agency or subdivision or political subdivision's liability for bodily injury, property damage or personal and advertising injury arising out of: the following hazards in connection with premises a Named Insured owns, rents, or controls and to which this insurance applies: a. the existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or b. the construction, erection, or removal of elevators, or c. the ownership, maintenance or use of any elevators covered by this insurance; or CNA74858XX (1-15) Page 3 of 18 CONTINENTAL CASUALTY COMPANY Policy No: 6056903005 Endorsement No: a Effective Date: 01/01/2018 copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability' Extension Endorsement 2. the permitted or authorized operations performed by a Named Insured or on a Named Insured's behalf. The coverage granted by this paragraph does not apply to: a. Bodily injury, property damage or personal and advertising injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision; or b. Bodily injury or property damage included within the products -completed operations hazard. With respect to this provision's requirement that additional insured status must be requested under a written contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured. I. Trade Show Event Lessor 1. With respect to a Named Insured's participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named Insured is required to include as an additional insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury caused by: a. the Named Insured's acts or omissions; or b. the acts or omissions of those acting on the Named Insured's behalf, in the performance of the Named Insured's ongoing operations at the trade show event premises during the trade show event. 2. The coverage granted by this paragraph does not apply to bodily injury or property damage included within the products -completed operations hazard. 2. ADDITIONAL INSURED -PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non- contributory relative to an additional insured's own insurance, then this insurance is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional insured's own insurance means insurance on which the additional insured is a named insured. Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization. 3. ADDITIONAL INSURED— EXTENDED COVERAGE When an additional insured is added by this or any other endorsement attached to this Coverage Part, WHO IS AN INSURED is amended to make the following natural persons Insureds. If the additional Insured Is: a. An individual, then his or her spouse is an Insured, b. A partnership or joint venture, then its partners, members and their spouses are Insureds; c. A limited liability company, then its members and managers are Insureds; or J. An organization other than a partnership, joint venture or limited liability company, then its executive officers, directors and shareholders are Insureds; CNA74858XX (1-15) Page 4 of 18 CONTINENTAL CASUALTY COMPANY Policy No: 6056903005 Endorsement No: 8 Effective Date: 01/01/2018 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement but only with respect to locations and operations covered by the additional insured endorsement's provisions, and only with respect to their respective roles within their organizations. Please see the ESTATES, LEGAL REPRESENTATIVES, AND SPOUSES provision of this endorsement for additional coverage and restrictions applicable to spouses of natural person Insureds. 4. BOATS Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to add the following additional exception to the exclusion entitled Aircraft, Auto or Watercraft: This exclusion does not apply to: Any watercraft owned by the Named Insured that is less than 30 feet long while being used in the course of the Named Insured's inspection or surveying work. 5. BODILY INJURY— EXPANDED DEFINITION Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury, sickness or disease. 6. BROAD KNOWLEDGE OF OCCURRENCE/ NOTICE OF OCCURRENCE Under CONDITIONS, the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit is amended to add the following provisions: A. BROAD KNOWLEDGE OF OCCURRENCE The Named Insured must give the Insurer or the Insurer's authorized representative notice of an occurrence, offense or claim only when the occurrence, offense or claim is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to give such notice. B. NOTICE OF OCCURRENCE The Named Insured's rights under this Coverage Part will not be prejudiced if the Named Insured fails to give the Insurer notice of an occurrence, offense or claim and that failure is solely due to the Named Insured's reasonable belief that the bodily injury or property damage is not covered under this Coverage Part. However, the Named Insured shall give written notice of such occurrence, offense or claim to the Insurer as soon as the Named Insured is aware that this insurance may apply to such occurrence, offense or claim. 7. BROAD NAMED INSURED WHO IS AN INSURED is amended to delete its Paragraph 3. in its entirety and replace it with the following: 3. Pursuant to the limitations described in Paragraph 4. below, any organization in which a Named Insured has management control: a. on the effective date of this Coverage Part; or b. by reason of a Named Insured creating or acquiring the organization during the policy period, qualifies as a Named Insured, provided that there is no other similar liability insurance, whether primary, contributory, excess, contingent or otherwise, which provides coverage to such organization, or which would have GNA74858XX (1-15) Page 5 of 18 CONTINENTAL CASUALTY COMPANY Policy No: 6056903005 Endorsement No: 8 Effective Date: 01/01/2018 copyright CNA AJI Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. i CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement provided coverage but for the exhaustion of its limit, and without regard to whether its coverage is broader or narrower than that provided by this insurance. But this BROAD NAMED INSURED provision does not apply to: (a) any partnership, limited liability company or joint venture; or (b) any organization for which coverage is excluded by another endorsement attached to this Coverage Part. For the purpose of this provision, management control means: A. owning interests representing more than 50% of the voting, appointment or designation power for the selection of a majority of the Board of Directors of a corporation; or B. having the right, pursuant to a written trust agreement, to protect, control the use of, encumber or transfer or sell property held by a trust. 4. With respect to organizations which qualify as Named Insureds by virtue of Paragraph 3. above, this insurance does not apply to: a. bodily injury or property damage that first occurred prior to the date of management control, or that first occurs after management control ceases; nor b. personal or advertising injury caused by an offense that first occurred prior to the date of management control or that first occurs after management control ceases. 5. The insurance provided by this Coverage Part applies to Named Insureds when trading under their own names or under such other trading names or doing -business -as names (dba) as any Named Insured should choose to employ. 8. CONTRACTUAL LIABILITY— RAILROADS With respect to operations performed within 50 feet of railroad property, the definition of insured contract is replaced by the following: Insured Contract means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire to premises while rented to a Named Insured or temporarily occupied by a Named Insured you with permission of the owner is not an insured contract; b. A sidetrack agreement, c. Any easement or license agreement; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or agreement pertaining to the Named Insured's business (including an indemnification of a municipality in connection with work performed for a municipality) under which the Named Insured assumes the tort liability of another party to pay for bodily injury or property damage to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. does not include that part of any contract or agreement: CNA74858XX (1-15) Page 6 of 18 CONTINENTAL CASUALTY COMPANY Policy No: 6056903005 Endorsement No: 8 Effective Date: 01/01/2018 Copynght CNA AJI Rights Reserved. Includes copyrighted material of Insurance Services office, Inc., with its permission. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement (1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; (2) Under which the Insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities. 9. ESTATES, LEGAL REPRESENTATIVES, AND SPOUSES The estates, executors, heirs, legal representatives, administrators, trustees, beneficiaries and spouses of any natural person Insured or living trust shall also be insured under this policy; provided, however, coverage is afforded to such estates, executors, heirs, legal representatives, administrators, trustees, beneficiaries and spouses only for claims arising solely out of their capacity or status as such and, in the case of a spouse, where such claim seeks damages from marital community property, jointly held property or property transferred from such natural person Insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative, or spouse outside the scope of such person's capacity or status as such, provided, however, that the spouse of a natural person Named Insured, and the spouses of members or partners of joint venture or partnership Named Insureds are Insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named Insured's business. 10. EXPECTED OR INTENDED INJURY — EXCEPTION FOR REASONABLE FORCE Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it with the following: This insurance does not apply to: Expected or Intended Injury Bodily injury or property damage expected or intended from the standpoint of the Insured. This exclusion does not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or property. 11. GENERAL AGGREGATE LIMITS OF INSURANCE - PER LOCATION A. A separate Location General Aggregate Limit, equal to the amount of the General Aggregate Limit, is the most the Insurer will pay for the sum of: 1. All damages under Coverage A, except damages because of bodily injury or property damage included in the products -completed operations hazard; and 2. All medical expenses under Coverage C, that arise from occurrences or accidents which can be attributed solely to ongoing operations at that location. Such payments shall not reduce the General Aggregate Limit shown in the Declarations, nor the Location General Aggregate Limit of any other location. B. All: 1. Damages under Coverage B, regardless of the number of locations involved; CNA74858XX (1-15) Page 7 of 18 CONTINENTAL CASUALTY COMPANY Policy No: 6056903005 Endorsement No: 8 Effective Date: 01/01/2018 copyright CNA AII Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement 2. Damages under Coverage A, caused by occurrences which cannot be attributed solely to ongoing operations at a single location, except damages because of bodily injury or property damage included in the products -completed operations hazard, and 3. Medical expenses under Coverage C caused by accidents which cannot be attributed solely to ongoing operations at a single location, will reduce the General Aggregate Limit shown in the Declarations. C. For the purpose of this GENERAL AGGREGATE LIMITS OF INSURANCE - PER LOCATION Provision, "location" means: 1. a premises the Named Insured owns or rents, or 2, a premises not owned or rented by any Named Insured at which the Named Insured is performing operations pursuant to a contract or written agreement. If operations at such a location have been discontinued and then restarted, or if the authorized parties deviate from plans, blueprints, designs, specifications or timetables, the location will still be deemed to be the same location. For the purpose of determining the applicable aggregate limit of insurance, premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad shall be considered a single location. D. The limits shown in the Declarations for Each Occurrence, for Damage To Premises Rented To You and for Medical Expense continue to apply, but will be subject to either the Location General Aggregate Limit or the General Aggregate Limit, depending on whether the occurrence can be attributed solely to ongoing operations at a particular location. E. When coverage for liability arising out of the products -completed operations hazard is provided, any payments for damages because of bodily injury or property damage included in the products -completed operations hazard, regardless of the number of locations involved, will reduce the Products -Completed Operations Aggregate Limit shown in the Declarations. F. The provisions of LIMITS OF INSURANCE not otherwise modified by this GENERAL AGGREGATE LIMITS OF INSURANCE - PER LOCATION Provision shall continue to apply as stipulated. 12. IN REM ACTIONS A quasi in rem action against any vessel owned or operated by or for the Named Insured, or chartered by or for the Named Insured, will be treated in the same manner as though the action were in personam against the Named Insured. 13. INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE Solely with respect to bodily injury that arises out of a health care incident: A. Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the Insuring Agreement is amended to replace Paragraphs 1.ti and 1.b.(2) with the following: b. This insurance applies to bodily injury provided that the professional health care services are incidental to the Named Insured's primary business purpose, and only if: (1) such bodily injury is caused by an occurrence that takes place in the coverage territory. (2) the bodily injury first occurs during the policy period. All bodily injury arising from an occurrence will be deemed to have occurred at the time of the first act, error, or omission that is part of the occurrence, and CNA74858XX (1-15) Policy No: 6056903005 Page 8 of 18 Endorsement No: a CONTINENTAL CASUALTY COMPANY Effective Date: 01/01/2018 copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement B. Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to: i. add the following to the Employers Liability exclusion: This exclusion applies only if the bodily injury arising from a health care incident is covered by other liability insurance available to the Insured (or which would have been available but for exhaustion of its limits). ii. delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability the Insured's actual or alleged liability under any oral or written contract or agreement, including but not limited to express warranties or guarantees. iii. to add the following additional exclusions: This insurance does not apply to: Discrimination any actual or alleged discrimination, humiliation or harassment, including but not be limited to claims based on an individual's race, creed, color, age, gender, national origin, religion, disability, marital status or sexual orientation. Dishonesty or Crime Any actual or alleged dishonest, criminal or malicious act, error or omission. Medicare/Medicaid Fraud any actual or alleged violation of law with respect to Medicare, Medicaid, Tricare or any similar federal, state or local governmental program. Services Excluded by Endorsement Any health care incident for which coverage is excluded by endorsement. C. DEFINITIONS is amended to: L add the following definitions: Health care incident means an act, error or omission by the Named Insured's employees or volunteer workers in the rendering of: a. professional health care services on behalf of the Named Insured or b. Good Samaritan services rendered in an emergency and for which no payment is demanded or received. Professional health care services means any health care services or the related furnishing of food, beverages, medical supplies or appliances by the following providers in their capacity as such but solely to the extent they are duly licensed as required: a. Physician. CNA74858XX (1-15) Policy No: 6056903005 Page 9 of 18 Endorsement No: a CONTINENTAL CASUALTY COMPANY Effective Date: 01/01/2018 Copynght CNA AJI Rights Reserved. Includes copynghted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement b. Nurse; c. Nurse practitioner; d. Emergency medical technician; e. Paramedic; f. Dentist; g. Physical therapist; h. Psychologist, I. Speech therapist, j. Other allied health professional; or Professional health care services does not include any services rendered in connection with human clinical trials or product testing. ii. delete the definition of occurrence and replace it with the following: Occurrence means a health care incident. All acts, errors or omissions that are logically connected by any common fact, circumstance, situation, transaction, event, advice or decision will be considered to constitute a single occurrence; iii. amend the definition of Insured to: a. add the following: the Named Insured's employees are Insureds with respect to: (1) bodily injury to a co -employee while in the course of the co -employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to a volunteer worker while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. the Named Insured's volunteer workers are Insureds with respect to: (1) bodily injury to a co -volunteer worker while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to an employee while in the course of the employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. b. delete Subparagraphs (a), (b), (c) and (d) of Paragraph 2.a.(1) of WHO IS AN INSURED. D. The Other Insurance condition is amended to delete Paragraph b.(1) in its entirety and replace it with the following: Other Insurance CNA74858XX (1-15) Page 10 of 18 CONTINENTAL CASUALTY COMPANY Policy No: 6056903005 Endorsement No: 8 Effective Date: 01/01/2018 Copynght CNA All Rights Reserved. Includes copyrighted material of Insurance Services ice, Inc., with its permission. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement b. Excess Insurance (1) To the extent this insurance applies, it is excess over any other insurance, self insurance or risk transfer instrument, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by the Named Insured to be excess of this coverage. 14. JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANIES A. Past Joint Ventures, Partnerships, Limited Liability Companies The following is added to WHO IS AN INSURED: If the Named Insured was a joint venturer, partner, or member of a limited liability company and such joint venture, partnership or limited liability company terminated prior to or during the policy period, such Named Insured is an Insured with respect to its interest in such joint venture, partnership or limited liability company but only to the extent that: a. any offense giving rise to personal and advertising injury occurred prior to such termination date, and the personal and advertising injury arising out of such offense, first occurred after such termination date; b. the bodily injury or property damage first occurred after such termination date, and c. there is no other valid and collectible insurance purchased specifically to insure the partnership, joint venture or limited liability company. If the joint venture, partnership or limited liability company is or was insured under a consolidated (wrap-up) insurance program, then such insurance will always be considered valid and collectible for the purpose of paragraph c. above. But this provision will not serve to exclude bodily injury, property damage or personal and advertising injury that would otherwise be covered under the Architects, Engineers And Surveyors General Liability Extension Endorsement provision entitled WRAP-UP EXTENSION: OCIP, CCIP, OR CONSOLIDATED (WRAP-UP) INSURANCE PROGRAMS. Please see that provision for the definition of consolidated (wrap-up) insurance program. B. Participation In Current Professional Joint Ventures The following is added to WHO IS AN INSURED: The Named Insured is also an Insured for participation in a current joint venture that is not named on the Declarations, but only if such joint venture meets all of the following criteria: a. Each and every one of the Named Insured's co -venturers are architectural, engineering or surveying firms only; and b. There is no other valid and collectible insurance purchased specifically to insure the joint venture. However, the Named Insured is an Insured only for the conduct of such Named Insured's business within such a joint venture. The Named Insured is not insured for liability arising out of the acts or omissions of other co - venturers, nor of their partners, members or employees. C. WHO IS AN INSURED is amended to delete its last paragraph and replace it with the following: Except as provided under this Architects, Engineers And Surveyors General Liability Extension Endorsement or by the attachment of another endorsement (if any), no person or organization is an Insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. CNA74858XX (1-15) Page 11 of 18 CONTINENTAL CASUALTY COMPANY Policy No: 6OS6903005 Endorsement No: 8 Effective Date: 01/01/2018 Copynght CNA AJI Rights Reserved. Includes copyrighted material of Insurance services Office, Inc., with its permission. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement 15. LEGAL LIABILITY — DAMAGE TO PREMISES / ALIENATED PREMISES / PROPERTY IN THE NAMED INSURED'S CARE, CUSTODY OR CONTROL A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete exclusion j. Damage to Property in its entirety and replace it with the following: This insurance does not apply to: j. Damage to Property Property damage to: (1) Property the Named Insured owns, rents, or occupies, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises the Named Insured sells, gives away or abandons, if the property damage arises out of any part of those premises; (3) Property loaned to the Named Insured; (4) Personal property in the care, custody or control of the Insured; (5) That particular part of real property on which the Named Insured or any contractors or subcontractors working directly or indirectly on the Named Insured's behalf are performing operations, if the property damage arises out of those operations, or (6) That particular part of any property that must be restored, repaired or replaced because your work was incorrectly performed on it. Paragraphs (1), (3) and (4) of this exclusion do not apply to property damage (other than damage by fire) to premises rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner, nor to the contents of premises rented to the Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in LIMITS OF INSURANCE. Paragraph (2) of this exclusion does not apply if the premises are your work. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph (6) of this exclusion does not apply to property damage included in the products -completed operations hazard. Paragraphs (3) and (4) of this exclusion do not apply to property damage to: i, tools, or equipment the Named Insured borrows from others, nor ii. other personal property of others in the Named Insured's care, custody or control while being used in the Named Insured's operations away from any Named Insured's premises. However, the coverage granted by this exception to Paragraphs (3) and (4) does not apply to: a. property at a job site awaiting or during such property's installation, fabrication, or erection, b. property that is mobile equipment leased by an Insured; CNA74858XX (1-15) Policy No: 6056903005 Page 12 of 18 Endorsement No: e CONTINENTAL CASUALTY COMPANY Effective Date: 01/01/2018 Copyright CNA AJI Rights Reserved. Includes copyrighted material of Insurance Services office, Inc., with its permission. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement c. property that is an auto, aircraft or watercraft; d. property in transit; or e. any portion of property damage for which the Insured has available other valid and collectible insurance, or would have such insurance but for exhaustion of its limits, or but for application of one of its exclusions. A separate limit of insurance and deductible apply to such property of others. See LIMITS OF INSURANCE as amended below. B. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete its last paragraph and replace it with the following: Exclusions c. through n. do not apply to damage by fire to premises while rented to a Named Insured or temporarily occupied by a Named Insured with permission of the owner, nor to damage to the contents of premises rented to a Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in LIMITS OF INSURANCE. C. The following paragraph is added to LIMITS OF INSURANCE: Subject to 5. above, $25,000 is the most the Insurer will pay under Coverage A for damages arising out of any one occurrence because of the sum of all property damage to borrowed tools or equipment, and to other personal property of others in the Named Insured's care, custody or control, while being used in the Named Insured's operations away from any Named Insured's premises. The Insurer's obligation to pay such property damage does not apply until the amount of such property damage exceeds $1,000. The Insurer has the right but not the duty to pay any portion of this $1,000 in order to effect settlement. If the Insurer exercises that right, the Named Insured will promptly reimburse the Insurer for any such amount. D. Paragraph 6., Damage To Premises Rented To You Limit, of LIMITS OF INSURANCE is deleted and replaced by the following: 6. Subject to Paragraph 5. above, (the Each Occurrence Limit), the Damage To Premises Rented To You Limit is the most the Insurer will pay under Coverage A for damages because of property damage to any one premises while rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner, including contents of such premises rented to the Named Insured for a period of 7 or fewer consecutive days. The Damage To Premises Rented To You Limit is the greater of: a. $500,000; or b. The Damage To Premises Rented To You Limit shown in the Declarations. E. Paragraph 4.b.(1)(a)(ii) of the Other Insurance Condition is deleted and replaced by the following: (ii) That is property insurance for premises rented to the Named Insured, for premises temporarily occupied by the Named Insured with the permission of the owner; or for personal property of others in the Named Insured's care, custody or control; 16. LIQUOR LIABILITY Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Liquor Liability. This LIQUOR LIABILITY Provision does not apply to any person or organization who otherwise qualifies as an additional insured on this Coverage Part. CNA74858XX (1-15) Page 13 of 18 CONTINENTAL CASUALTY COMPANY Policy No: 6056903005 Endorsement No: 8 Effective Date: 01/01/2018 Copynght CNA AJI Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement 17. MEDICAL PAYMENTS A. LIMITS OF INSURANCE is amended to delete Paragraph 7. (the Medical Expense Limit) and replace it with the following: 7. Subject to Paragraph 5. above (the Each Occurrence Limit), the Medical Expense Limit is the most the Insurer will pay under Coverage C for all medical expenses because of bodily injury sustained by any one person. The Medical Expense Limit is the greater of: (1) $15,000 unless a different amount is shown here: $N,NNN,NNN,NNN; or (2) the amount shown in the Declarations for Medical Expense Limit. B. Under COVERAGES, the Insuring Agreement of Coverage C — Medical Payments is amended to replace Paragraph 1.a.(3)(b) with the following: (b) The expenses are incurred and reported to the Insurer within three years of the date of the accident; and 18. NON -OWNED AIRCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended as follows: The exclusion entitled Aircraft, Auto or Watercraft is amended to add the following: This exclusion does not apply to an aircraft not owned by any Named Insured, provided that: 1. the pilot in command holds a currently effective certificate issued by the duly constituted authority of the United Stales of America or Canada, designating that person as a commercial or airline transport pilot; 2. the aircraft is rented with a trained, paid crew to the Named Insured; and 3. the aircraft is not being used to carry persons or property for a charge. 19. NON -OWNED WATERCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraph (2) of the exclusion entitled Aircraft, Auto or Watercraft, and replace it with the following. This exclusion does not apply to: (2) a watercraft that is not owned by any Named Insured, provided the watercraft is: (a) less than 75 feet long, and (b) not being used to carry persons or property for a charge. 20. PERSONAL AND ADVERTISING INJURY—DISCRIMINATION OR HUMILIATION A. Under DEFINITIONS, the definition of personal and advertising injury is amended to add the following tort: Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. B. Under COVERAGES, Coverage B — Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to: 1. delete the Exclusion entitled Knowing Violation Of Rights Of Another and replace it with the following: CNA74858XX (1-15) Page 14 of 18 CONTINENTAL CASUALTY COMPANY Policy No: 6056903005 Endorsement No: 8 Effective Date: 01/01/2018 Copynght CNA AJ Rights Reserved. Indudes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement This insurance does not apply to: Knowing Violation of Rights of Another Personal and advertising injury caused by or at the direction of the Insured with the knowledge that the act would violate the rights of another and would inflict personal and advertising injury. This exclusion shall not apply to discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is not done intentionally by or at the direction of. (a) the Named Insured; or (b) any executive officer, director, stockholder, partner, member or manager (if the Named Insured is a limited liability company) of the Named Insured. 2. add the following exclusions: This insurance does not apply to: Employment Related Discrimination discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any Insured. Premises Related Discrimination discrimination or humiliation arising out of the sale, rental, lease or sub -lease or prospective sale, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any Insured. Notwithstanding the above, there is no coverage for fines or penalties levied or imposed by a governmental entity because of discrimination. The coverage provided by this PERSONAL AND ADVERTISING INJURY —DISCRIMINATION OR HUMILIATION Provision does not apply to any person or organization whose status as an Insured derives solely from Provision 1. ADDITIONAL INSURED of this endorsement; or attachment of an additional insured endorsement to this Coverage Part. 21. PERSONAL AND ADVERTISING INJURY - CONTRACTUAL LIABILITY A. Under COVERAGES, Coverage B —Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Contractual Liability. B. Solely for the purpose of the coverage provided by this PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY provision, the following changes are made to the section entitled SUPPLEMENTARY PAYMENTS — COVERAGES A AND B: 1. Paragraph 2.d. is replaced by the following: d. The allegations in the suit and the information the Insurer knows about the offense alleged in such suit are such that no conflict appears to exist between the interests of the Insured and the interests of the indemnitee; 2. The first unnumbered paragraph beneath Paragraph 2.f.(2)(b) is deleted and replaced by the following: So long as the above conditions are met, attorney's fees incurred by the Insurer in the defense of that indemnitee, necessary litigation expenses incurred by the Insurer, and necessary litigation expenses incurred CNA74858XX (1-15) Page 15 of 18 CONTINENTAL CASUALTY COMPANY Policy No: 6056903005 Endorsement No: 8 Effective Date: 01/01/2018 Copyright CNA AJI Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement by the indemnitee at the Insurer's request will be paid as defense costs. Such payments will not be deemed to be damages for personal and advertising injury and will not reduce the limits of insurance. C. This PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY Provision does not apply if Coverage B —Personal and Advertising Injury Liability is excluded by another endorsement attached to this Coverage Part. This PERSONAL AND ADVERTISING INJURY - CONTRACTUAL LIABILITY Provision does not apply to any person or organization who otherwise qualifies as an additional insured on this Coverage Part. 22. PROPERTY DAMAGE —ELEVATORS A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended such that the Damage to Your Product Exclusion and subparagraphs (3), (4) and (6) of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators. B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE — ELEVATORS Provision, the Other Insurance conditions is amended to add the following paragraph: This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis that is Property insurance covering property of others damaged from the use of elevators. 23. RETIRED PARTNERS, MEMBERS, DIRECTORS AND EMPLOYEES WHO IS INSURED is amended to include as Insureds natural persons who are retired partners, members, directors or employees, but only for bodily injury, property damage or personal and advertising injury that results from services performed for the Named Insured under the Named Insured's direct supervision. All limitations that apply to employees and volunteer workers also apply to anyone qualifying as an Insured under this Provision. 24. SUPPLEMENTARY PAYMENTS The section entitled SUPPLEMENTARY PAYMENTS — COVERAGES A AND B is amended as follows: A. Paragraph 1.b. is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a $5,000. limit; and B. Paragraph 1.d. is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1,000. limit. 25. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured's Coverage Part, the Insurer will not deny coverage under this Coverage Part because of such failure. 26. WAIVER OF SUBROGATION - BLANKET Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1. the Named Insured's ongoing operations; or 2. your work included in the products -completed operations hazard. However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: CNA74858XX (1-15) Page 16 of 18 CONTINENTAL CASUALTY COMPANY Policy No: 6056903005 Endorsement No: 8 Effective Date: 01/01/2018 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services ice, Inc., with its permission. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement 1. is in effect or becomes effective during the term of this Coverage Part; and 2. was executed prior to the bodily injury, property damage or personal and advertising injury giving rise to the claim. 27. WRAP-UP EXTENSION: OCIP, CCIP, OR CONSOLIDATED (WRAP-UP) INSURANCE PROGRAMS Note: The following provision does not apply to any public construction project in the state of Oklahoma, nor to any construction project in the state of Alaska, that is not permitted to be insured under a consolidated (wrap-up) insurance program by applicable state statute or regulation. If the endorsement EXCLUSION — CONSTRUCTION WRAP-UP is attached to this policy, or another exclusionary endorsement pertaining to Owner Controlled Insurance Programs (O.C.I.P.) or Contractor Controlled Insurance Programs (C.C.I.P.) is attached, then the following changes apply: A. The following wording is added to the above -referenced endorsement: With respect to a consolidated (wrap-up) insurance program project in which the Named Insured is or was involved, this exclusion does not apply to those sums the Named Insured become legally obligated to pay as damages because of: 1. Bodily injury, property damage, or personal or advertising injury that occurs during the Named Insured's ongoing operations at the project, or during such operations of anyone acting on the Named Insured's behalf: nor 2. Bodily injury or property damage included within the products -completed operations hazard that arises out of those portions of the project that are not residential structures. B. Condition 4. Other Insurance is amended to add the following subparagraph 4.b.(1)(c): This insurance is excess over: (c) Any of the other insurance whether primary, excess, contingent or any other basis that is insurance available to the Named Insured as a result of the Named Insured being a participant in a consolidated (wrap-up) insurance program, but only as respects the Named Insured's involvement in that consolidated (wrap-up) insurance program. C. DEFINITIONS is amended to add the following definitions: Consolidated (wrap-up) insurance program means a construction, erection or demolition project for which the prime contractor/project manager or owner of the construction project has secured general liability insurance covering some or all of the contractors or subcontractors involved in the project, such as an Owner Controlled Insurance Program (O.C.I.P.) or Contractor Controlled Insurance Program (C.C.I.P.). Residential structure means any structure where 30% or more of the square foot area is used or is intended to be used for human residency, including but not limited to: 1. single or multifamily housing, apartments, condominiums, townhouses, co-operatives or planned unit developments; and 2, the common areas and structures appurtenant to the structures in paragraph 1. (including pools, hot tubs, detached garages, guest houses or any similar structures). However, when there is no individual ownership of units, residential structure does not include military housing, college/university housing or dormitories, long term care facilities, hotels or motels. Residential structure also does not include hospitals or prisons. CNA74858XX (1-15) Page 17 of 18 CONTINENTAL CASUALTY COMPANY Policy No: 6056903005 Endorsement No: 8 Effective Date: 01/01/2018 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement This WRAP-UP EXTENSION: OCIP, CCIP, OR CONSOLIDATED (WRAP-UP) INSURANCE PROGRAMS Provision does not apply to any person or organization who otherwise qualifies as an additional insured on this Coverage Part. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. Page 18 of 18 CONTINENTAL CASUALTY COMPANY Policy No: 6056903005 Endorsement No: 8 Effective Date: 01/01/2018 Copynght CNA AJI Rights Reserved. Includes copyrighted material of Insurance Services (ice, Inc., with its permission. -- -Iv- Lic Type General Business License L + r License # APP0003 Customer# , 0036545 City Hal f, ``'} (��a0%{ Expires, June 30 2019 ` aT�Q e DatPrinted 08/20/201 211 .8"- Street, - Seal l3each'CA 90740-6379 r (562)431 25271Ext 131446ri1332 r '. �' >:.KC Email BusmessLicenseQaseslbeachca.'gov BUS11lC$$L1CCri$C Business L'ocahon .�� 3737• BIRCH 4250 t L,1C0riSe, ISSUt;d TO-"' � �f+E� � � NEWPORT BEACH CA 92660 Anderson -Penna Partners,slnc yV• q 7 �gh� �S{ Business T e 3737 BIRCH #250 * y : :. NEWPORT BEACH CA 92660 EngitieenngSvc; 'Owner s/Agent s•Name:.._ < , . Business , , -.� Lisa'Penna + Engineering. Services , + POST INA CONSPICUOUS PLACE N NOT TRASFERABLE- •el , ' r City vf Seal Beach Ordinance NO: 1653_ Thebiisih6s.li6engi fak imposed by diel Chapter shall not apply to any. business whichthas gross anndal receipts,of. $25 000(or less m the'one year,penod,immedtately,preceding the issuance of a business icense To `establish eligibiltyyfor the for thisiexeirption,,the business stiall,provide "such documentation;as requested by, i16e Director,of $Finance including without limitationZtaz •returns, and financial documentation The`Directozof Finance shall establish such policies and procedures as are nece-ssary'to implement the'exemption granted heremf Any businegs . operating Iwthe' Gty with gross,receiptsiof more thanl$25,000, amivally shall pay,the full amount of the'applicable and afcopy,iof onerof the following Federal.Tax Returns must be submitted EXEMPTION. REOUIREMENTS .y` 2017Federal flax Returns (,,' x • r, - !: schedule C (Foim 1040) Profit or'Loss From Busmes"s`(Sole'Proprietorship) or '' " ' ; y-•' `.� }Sehedule'�E (For_'m•1040)'— Supplemental' Income and,Losst.(From Rei4iti a[r Fstate, iRoyalhes"-P, armershipsv S;Corporations, Fstwes ,Trusts etc) or x r ae k,;.' ' t , o-,'•..; Schedule'C EZ�(Formg1040) NeOProfitiFrom m 6usess (SglePropnetorship) or f„q w y•., Form'1065`=U.S.;Re[uin of Par°tr"iership income' w .. _.. , ., .Please note: All Independent;Contractors within an establishment are required to apply fora city business °license: Independent.Coniractors are those who work'on the premises, whose Federal/State incorne;taxesare`not typically withheld by the employerlbusiness owne',and receive an,annual Fed'eral-lncome'.Tax Fomi 1099 ^S � s f .l " o r r