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HomeMy WebLinkAboutAGMT - Anser Advisory LLC (Pier Base Evaluation) 2019PROFESSIONAL SERVICES AGREEMENT for Pier Base Evaluations BP2001 between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 1.2 Anser Advisory, LLC, 11095 Knott Avenue, Suite L Cypress, CA 90630 (714) 209-7671 This Professional Service Agreement ("the Agreement') is made as of October 28, 2019 (the "Effective Date"), by and between Anser Advisory, LLC. ("Consultant'), a Delaware limited liability company, and the City of Seal Beach ("City"), a California charter city, (collectively, "the Parties"). RECITALS A. City desires certain professional services for the Pier Base Evaluations Project BP2001. B. Pursuant to the authority provided by its City Charter and Seal Beach Municipal Code § 3.20.025(C), City desires to engage Consultant to provide Professional services in the manner set forth herein and more fully described in Section 1.0. C. Consultant represents that the principal members of its firm are qualified professional Engineers and are fully qualified to perform the services contemplated by this Agreement in a good and professional manner; and it desires to perform such services as provided herein. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. AGREEMENT 1.0 Scope of Services 1.1. Consultant shall provide those services ("Services") set forth in the Scope of Services attached hereto as Exhibit A, which is hereby incorporated by this reference. To the extent that there is any conflict between Exhibit A and this Agreement, this Agreement shall control. 1.2. Consultant shall perform all Services under this Agreement 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. Consultant represents and agrees that Consultant and its personnel shall not perform any professional services for which Consultant is not authorized to provide under state law. The 1 of 13 acceptance of Consultant's work by the City shall not operate as a release of Consultant from such standard of care and workmanship. 1.5. 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 2.1. The term of this Agreement shall commence on the Effective Date and shall remain in full force and effect until December 31, 2020 unless sooner terminated as provided in Section 5.0 of this Agreement. 3.0 Consultant's Compensation 3.1. City will pay Consultant in accordance with the hourly rates shown on the fee schedule set forth in Exhibit A for Services but in no event will the City pay more than the total not -to -exceed amount of $38,244 for the Original Term. 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 within 30 days of receiving Consultant's invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Consultant. 4.2. Upon 24-hour notice from City, Consultant shall allow City or City's agents or representatives to inspect at Consultant's offices during reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this Agreement. City's rights under this Section 4.2 shall survive for three 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. 2of13 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. 6.0 Party Representatives 6.1. The City Manager is the City's representative for purposes of this Agreement. 6.2. Paul Buckley is the Consultant's primary representative for purposes of this Agreement. Paul Buckley shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the Services hereunder. Consultant may not change its representative without the prior written approval of City, which approval shall not be unreasonably withheld. 7.0 Notices 7.1. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the United States Mail, first class postage prepaid and addressed to the party at the following addresses: To City: City of Seal Beach 211 -8th Street Seal Beach, California 90740 Attn: City Manager To Consultant: Anser Advisory, LLC 11095 Knott Avenue, Suite L Cypress, CA 90630 Attn: Paul Buckley 7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 8.0 Independent Contractor 8.1. Consultant is an independent contractor and not an employee of the City. All work or other Services provided pursuant to this Agreement shall be 3of13 performed by Consultant or by Consultant's employees or other personnel under Consultant's supervision, and Consultant and all of Consultant's personnel shall possess the qualifications, permits, and licenses required by federal, State and local law to perform such Services, including, without limitation, a City of Seal Beach business license as required by the Seal Beach Municipal Code. Consultant will determine the means, methods, and details by which Consultant's personnel will perform the Services. Consultant shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Services and compliance with the customary professional standards. 8.2. All of Consultant's employees and other personnel performing any of the 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 and Consultant's personnel shall not supervise any of City's employees; and City's employees shall not supervise Consultant's personnel. Consultant's personnel shall not wear or display any City uniform, badge, identification number, or other information identifying such individual as an employee of City; and Consultant's personnel shall not use any City e-mail address or City telephone number in the performance of any of the Services under this Agreement. Consultant shall acquire and maintain at its sole cost and expense such vehicles, equipment and supplies as Consultant's personnel require to perform any of the Services required by this Agreement. Consultant shall perform all Services off of City premises at locations of Consultant's choice, except as otherwise may from time to time be necessary in order for Consultant's personnel to receive projects from City, review plans on file at City, pick up or deliver any work product related to Consultant's performance of any Services under this Agreement, or as may be necessary to inspect or visit City locations and/or private property to perform such Services. City may make a computer available to Consultant from time to time for Consultant's personnel to obtain information about or to check on the status of projects pertaining to the Services under this Agreement. 8.3. Consultant shall be responsible for and pay all wages, salaries, benefits and other amounts due to Consultant's personnel in connection with their performance of any 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, other retirement or pension benefits, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Notwithstanding any other agency, State, or federal policy, rule, regulation, statute or ordinance to the contrary, Consultant and any of its officers, employees, agents, and subcontractors providing any of the Services under this Agreement shall not become entitled to, and hereby waive any claims to, any wages, salaries, compensation, benefit or any incident of employment by City, including but not limited to, eligibility to enroll in, or reinstate to membership in, the California Public Employees Retirement System ("PERS") as an employee of City, and 4of13 entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits. 8.4. Consultant shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Consultant's personnel practices, or to the extent arising from or caused by the violation of any of the provisions of Section 8.0. In addition to all other remedies available under law. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this Section. This duty of indemnification is in addition to Consultant's duty to defend, indemnify and hold harmless as set forth in Sections 9.0 and 16.0 of this Agreement. 9.0 PERS Compliance and Indemnification 9.1. General Requirements. The parties acknowledge that City is a local agency member of PERS, and as such has certain pension reporting and contribution obligations to PERS on behalf of qualifying employees. Consultant agrees that in providing its employees and any other personnel to perform any work or other Services under this Agreement, Consultant shall assure compliance with the Public Employees' Retirement Law, commencing at Government Code § 20000, the regulations of PERS, and the Public Employees' Pension Reform Act of 2013, as amended. Without limitation to the foregoing, Consultant shall assure compliance with regard to personnel who have active or inactive membership in PERS and to those who are retired annuitants and in performing this Agreement shall not assign or utilize any of its personnel in a manner that will cause City to be in violation of the applicable retirement laws and regulations. 9.2. Indemnification. In the event that Consultant or any of its officers, employees, agents, or subcontractors providing any of the Services under this Agreement, is determined by a final enforceable decision of a court of competent jurisdiction or by PERS to be a common law employee of City, to be eligible for enrollment in PERS as an employee of City, or to be reinstated from PERS retirement as an employee of City, Consultant shall defend (with legal counsel approved by City, whose approval shall not be unreasonably withheld), indemnify and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its officers, employees, agents or subcontractors, as well as for the payment of penalties and interest on such contributions, and any other any fees, fines, reimbursements, losses, or other monetary damages of any kind whatsoever that is claimed, asserted, or alleged, which would otherwise be the responsibility of City. This 5of13 duty of indemnification is in addition to Consultant's duty to defend, indemnify and hold harmless as set forth in Sections 8.0 and 16.0 of this Agreement. 10.0 Confidentiality Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure. All City data shall be returned to City upon the termination of this Agreement. Consultant's covenant under this Section shall survive the termination of this Agreement. 11.0 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. 12.0 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. 13.0 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 four (4) years after expiration, termination or final payment under this Agreement, whichever occurs later. City's rights under this Section 13.0 shall survive for four (4) years after expiration, termination or final payment under this Agreement, whichever occurs later. 6 of 13 14.0 Safety Requirements All work performed under this Agreement shall be performed in such a manner as to provide safety to the public and to meet or exceed the safety standards outlined by CAL OSHA. The City may issue restraint or cease and desist orders to Consultant when unsafe or harmful acts are observed or reported relative to the performance of the Services. Consultant shall maintain the work sites free of hazards to persons and property resulting from its operations. Consultant shall immediately report to the City any hazardous condition noted by Contractor. 15.0 Insurance 15.1. 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. 15.2. Consultant shall, at its expense, procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); (3) Workers' Compensation and Employer's Liability coverages; and (4) if required by the City, Professional Liability coverage (or Errors and Omissions coverage). 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) Workers' Compensation in the amount required by law and Employer's Liability: $1,000,000 per accident and in the aggregate for bodily injury or disease; and (4) Professional Liability (or Errors and Omissions Liability, as appropriate): $1,000,000 per claim/aggregate, and 7of13 if a "claims made" policy is provided, then the policy shall be endorsed to provide an extended reporting period of not less than three years. 15.3. 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. 15.4. 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. 15.5. Any deductibles or self-insured retentions shall be declared to and approved by the City. Consultant guarantees that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its directors, officials, officers, employees, agents, and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 16.0 Indemnification, Hold Harmless, and Duty to Defend Consultant and the City agree that 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 16.0) 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 8of13 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 all other Indemnitees. Consultant acknowledges that the City would not have entered into this Agreement in the absence of the commitment of Consultant to indemnify and protect the City and the other Indemnitees, as set forth in this Agreement. 16.1. Indemnity for Professional Services. To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, defend, indemnify and hold harmless 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 16.0), 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 and other professionals, and all costs associated therewith, and reimbursement of attorneys' fees and costs of defense (collectively "Claims"), whether actual, alleged or threatened, which arise out of, pertain to, or relate 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 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. 16.2. Other Indemnitees. 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 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 9of13 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. 16.3. Subcontractor Indemnification. Consultant shall obtain executed indemnity agreements with provisions identical to those in this Section 16.0 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. 16.4. 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 16.0 shall not be limited by the limits of any policies of insurance required or provided by Consultant pursuant to this Agreement. 16.5. Consultant's covenants under this Section 16.0 shall survive the expiration or termination of this Agreement. 17.0 Equal Opportunity Consultant affirmatively represents that it is an equal opportunity employer. Consultant shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, sexual orientation, or age. Such non-discrimination includes, but is not limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. 10 of 13 18.0 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. 19.0 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 B, attached hereto and incorporated by reference herein. 20.0 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. 21.0 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. 22.0 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of California. 23.0 No Third Party Rights No third party shall be deemed to have any rights hereunder against either party as a result of this Agreement. 24.0 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. 11 of 13 25.0 Prohibited Interests; Conflict of Interest 25.1. 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. 25.2. 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. 25.3. 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 26.0 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 losing party all of its attorneys' fees and other costs incurred in connection therewith. 27.0 Exhibits 12 of 13 All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control. 28.0 Corporate Authority The 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. 13 of 13 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 CONSULTANT: Anser Advisory, LL -C, a Delaware limited liability Company i By Name: 0 (.')0 :. By me. 14 of 13 EXHIBIT Consultant's Proposal Sim Plus Managemeni Has Joined ANSER ADVISORY r^ If PROPOSAL FOR CAPITAL IMPROVEMENT PROJECT BUDGETING AND GRANT FUNDING RESEARCH PREPARED FOR: Mr. Steve Myrter, P.E. City of Seal Beach, Director of Public Works PREPARED BY. 11095 Knott Avenue, Suite L ANSER Cypress, CA 90630 (714) 209-7671 ADVISORY anseradvisory.com ANSER ADVISORY 11095 KNOTT AVENUE, SUITE L CYPRESS, CA 90630 (714) 209-7671 anseradvisory.com October 3, 2019 Mr. Steve Myrter, P.E. CITY OF SEAL BEACH 211 8T" Street Seal Beach, CA 90740 RE: Proposal to Provide an Evaluation of the Seal Beach Pier Base Dear Mr. Myrter: It is our pleasure to submit this proposal to provide an evaluation of the Seal Beach Pier Base through a review of a selection of recommended Capital Improvement Projects. As part of our proposal, we have included a work plan to identify both our list of recommended Capital Improvement Projects as well as essential work elements required to research the budgetary needs of each project and develop a subsequent list of available grant funding that could potentially be applied toward qualifying projects. Our team has extensive experience in both the grant funding application process and estimating construction costs. It is our intent to utilize these resources to provide the City with clear and concise report. The report will be complete in a timely manner so as to provide the City with ample time to both review internally and, if necessary, further review the contents with Anser Staff. However, our proposed schedule is flexible and can be modified to meet the specific needs of the City. With that, a simple organizational chart is also included with this proposal, which is then followed by a fee schedule for your review; however, when the full scope of the report is established during planned early conversations with the City, those hours can also be modified to better suit the needs of the end goal. We look forward to working with the City in generating this report and, as a result of its findings, are available to provide additional Program Management Services as part of a future contract. Thank you for your time, and consideration. Sincerely, Paul J. Buckley, P.E. Managing Director Anser Advisory 11095 Knott Avenue, Suite L, Cypress, CA 90630 P (714) 209 7671 F (714) 209 7681 ANSER ADVISORY SECTION 1 Work Plan SECTION 2 Work Schedule and Fee Proposal 4 SECTION 3 Staffing Plan Anser Advisory GENERAL MANAGEMENT APPROACH Anser Advisory, formerly Simplus Management, will diligently pursue the necessary information in order to prepare an in-depth yet concise report detailing budgetary needs and grant availability related to various recommended repairs for the Seal Beach Pier Base for the City's use and review. Our Anser Advisory team of local experts in public works construction will work closely with the City to develop a list of potential projects for which to elaborate upon. From this list, we will generate a general scope for each item, then collaborate with our subconsultant, grant writing group, Engineering Solutions Services, for the addition of potential grant funding options based upon the scope of work. Anser's team will then generate a draft report that will be reviewed, revised, and finalized under the review of its Program Manager and Managing Director. In order to achieve this goal in a timely manner, our approach will be based on establishing individual tasks quickly and completely to allow individual team members to focus their efforts on their individual elements while minimizing the potential for doubling those efforts. The progress of these tasks will then be followed up upon by Anser's Construction Manager in regular conference calls that will be brief and focused purely on the status of tasks/action items leaving time spent on the task at hand rather than in meetings. Anser Advisory LL SECTION 1 UNDERSTANDING OF THE PROJECT The project site is the 1,850 -foot Municipal Pier in the City of Seal Beach, its concrete abutment, ancillary parking lots, public restroom, and adjacent Eisenhower Park. Some areas of the Pier have been recently inspected and upgraded during the recent Improvements Project; however, there were several elements, outside of the Project's scope identified during the course of the aforementioned project that were deemed in need of future repair/upgrade. This project will generate a report that will identify and prioritize those tasks, and include budgetary costs, developed by Anser, for use by the City. The proposed work includes the following actions: • Generate a list of recommended repairs and maintenance items to present to City Staff • Collaborate with the City, evaluate the importance of those recommended repairs and add to the aforementioned list as necessary • Assign resulting research tasks to Anser and sub -consultant staff as applicable • Collaborate generated information into a draft report for the City • Review any corrections and/or notes provided by the City in review of the draft and prepare a final draft • Present the final draft of the report to the City for dispersal as staff sees fit • At the City's request, be available for any follow-up meetings/ presentations regarding the report's findings and/or questions pertaining to it. Paye 11 PROJECT WORK PLAN TASK 1 — BASIC SERVICES Anser will conduct meetings, conference calls, monitor and track subconsultant progress, review initial drafts, compile and format the initial draft to the City, and finalize/produce the official report copy, which will be available in both a printed and digital copies. These basic services will include basic overhead processing. TASK 2 — INITIAL RESEARCH Anser's Construction Manager will review recent inspection reports, and Improvements Project notes to compile a recommended repairs list to review with the City. Examples of such recommended repairs are as follows: • Concrete abutment waterproofing, spall repair, and general restoration • General aesthetics improvements of the Pier Plaza • 8th and 10th Street Parking Lot resurfacing and restriping • 8th and 10th Street Parking Lot lighting upgrade/replacement Anser Advisory SECTION 1 • Relocation of overhead electrical/communication wiring in 8th and 10th Street Parking Lots • Additional hardware replacements for the wooden portion of the Pier • Repair/restore existing Pier benches • Electrical upgrades and/or improvements of Public Restrooms • Plumbing upgrades and/or improvements of Public Restrooms • General aesthetics improvements of the Public Restrooms • ADA improvements (i.e. ADA compliant ramp installation(s)) Page 12 TASK 3 — TASK ASSIGNMENT & RESEARCH Upon reviewing the list of recommended repairs with City Staff and establishing a finalized list prioritized by need, Anser will, as necessary and applicable, assign the tasks of researching available grant funding and necessary structural improvement needs to its sub -consultants ESS and KPFF. Anser meanwhile will develop a broad scope of work for each task, identifying potential permitting and engineering needs as well as possible special conditions as they may relate to construction scheduling, availability of specialized equipment, environmental concerns, etc. Task 3.1 — Coordination Meetinas- During the research task, Anser will be holding regularly scheduled conference calls as needed to track sub -consultant progress and assign new action items as they may arise. The intent will be to keep these conference calls rather brief so as to maximize time spent in the pursuit of information as opposed to in meetings. Anser Advisory D a SECTION 1 TASK 4 — DRAFTING OF REPORT Anser's Construction Manager will compile all produced data into a concise yet thorough report with input from our CM/RE and Principal - in -charge. This draft report will then be present to City Staff for review and comment. Any comments and/or corrections identified by the City will be integrated into the final draft of the report. The final draft will be provided to the City in both a printed copy and a digital copy. TASK 5 — PRESENTATION/COMMENTARY NEEDS 13 SECTION 1 If desired and/or needed by the City, Anser staff will be made available for any additional presentation and/or commentary needs after the final report is distributed to additional City Staff, Council Members, etc. Anser Advisory P a g e 14 SECTION 2 Task No. DescriptionSept Working Days Per Month '19 Oct '19 Nov '19 20 23 18 1 Basic Services/Project Set-up 2 Initial Research 3 Task Assignment and Research 4 Drafting of Report 5 Presentation/Responses Rate/HR Project Staffing PROJECTED HOURS Total Fee $200.00 Managing Director 2 2 2 $1,200.00 $192.50 Program Manager 8 12 12 $6,160.00 $167.00 Sr. Construction Manager 24 80 40 $24,084.00 $90.00 Admin Assistant 0 16 16 $2,880.00 $140.00 ESS Grant Research 8 24 0 $3,920.00 TOTALS 52 148 72 $38,244.00 Anser Advisory ANSER ORGANIZATION CHART PAUL BUCKLEY, PE MANAGING DIRECT SUDI SHOJA, JASON RECHLECKI,_W 11 SR. CONSTRUCTION MANAGER Anser Advisory SECTION 4 AGER Page 16 EXHIBIT B 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 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 Code of Regulations, 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: "I 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 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. ANSERAD-01 NGONZALEZ '4�oRo CERTIFICATE OF LIABILITY INSURANCE FD10/ 10/2222/22019019Y) 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 CONTACT NAME: Ames & Gough PHONE FAX 8300 Greensboro Drive IANC, No, Ext): (703) 827-2277 (A/C, No):(703) 827-2279 Suite 980 E-MAIL ou admin aures h.com McLean, VA 22102 ADDRESS: 9 g INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: RLI Insurance Company A+r XI 13056 INSURED INSURER B: Continental Insurance Company A(XV) _35289 Anser Advisory, LLC INSURER C: Evanston Insurance Company 35378 dba Simplus Management Corporation 11095 Knott Ave, Suites J, K & L INSURER D: Cypress, CA 90630 INSURER E: INSURER F: CAVFPAr.FS RFRTIPirATF NI ItUIRTFI7• ocUnClAu WI issoco. 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 LTRTYPE OF INSURANCE ADDL SUER POLICY NUMBER POLICY EFF POLICY EXP LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR X X PSB0006205 10/26/2019 10/26/2020 DAMAGE TO RENT ence) _ $ 1,000,000 PREMMED EXP (Any one person) $ 10,000 _ PERSONAL & ADV INJURY $ Included GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2'000'000 POLICY X 788 LOC PRODUCTS -COMPIOPAGG $ 2,000,000 OTHER: A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 (Ea accident) $ X ANY AUTO X X PSA0002185 10/26/2019 10/26/2020 BODILY INJURY (Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOSBODILYBODILY INJURY (Per accident) $ AUTOS ONLY AUOTOS ONLY PROPERTY DAMAGE B X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 10,000,000 EXCESS LIAB CLAIMS -MADE 6072773437 10/26/2019 10/26/2020 AGGREGATE$ 101000,000 DED X RETENTION $ 10,000 A WORKERS COMPENSATION X PER OTH- AND EMPLOYERS' LIABILITY _ _STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE YIN X PSW0003535 10/26/2019 10/26/2020 1,000,000 OFFICER/MEMBER EXCLUDED? N / A E.L. EACH ACCIDENT $ (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under ---- DESCRIPTION OF OPERATIONS belov✓1,000,000 E.L. DISEASE -POLICY LIMIT $ C Professional Liab. MKLV7PL0003885 10/26/2019 10/26/2020 Per Claim/Aggregate 2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLESACORD 101, Additional Remarks Schedule, may be attached If more space is required) The City of Seal Beach, its directors, officials, officers and employees are included as additional insured with respect to General Liability and Automobile Liability when required by written contract. General Liability, Automobile Liability and Workers Compensation policies include a waiver of subrogation in favor of the additional insureds where permissible by state law and when required by written contract. 30 -day Notice of Cancellation will be issued for the General Liability, Automobile Liability, Umbrella Liability, Workers Compensation and Professional Liability policies in accordance with policy terms and conditions. r=mowro-u-a rr- wry new ^A &N-1 , M, %JFXu 'Co tcu r orvol U 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, its directors, officials, officers and employees THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 211 8th Street AUTHORIZED REPRESENTATIVE Seal Beach, CA 90740 M, %JFXu 'Co tcu r orvol U 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Policy Number: PSB0006205 RLI Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack® FOR PROFESSIONALS BLANKET ADDITIONAL INSURED ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM - SECTION II — LIABILITY C. WHO IS AN INSURED is amended to include as an additional insured any person or organization that you agree in a contract or agreement requiring insurance to include as an additional insured on this policy, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by you or those acting on your behalf: a. In the performance of your ongoing operations,- b. perations;b. In connection with premises owned by or rented to you; or c. In connection with "your work" and included within the "product -completed operations hazard". 2. The insurance provided to the additional insured by this endorsement is limited as follows: a. This insurance does not apply on any basis to any person or organization for which coverage as an additional insured specifically is added by another endorsement to this policy. b. This insurance does not apply to the rendering of or failure to render any "professional services". c. This endorsement does not increase any of the limits of insurance stated in D. Liability And Medical Expenses Limits of Insurance. 3. The following is added to SECTION III H.2. Other Insurance — COMMON POLICY CONDITIONS (BUT APPLICABLE ONLY TO SECTION 11 — LIABILITY) However, if you specifically agree in a contract or agreement that the insurance provided to an additional insured under this policy must apply on a primary basis, or a primary and non-contributory basis, this insurance is primary to other insurance that is available to such additional insured which covers such additional insured as a named insured, and we will not share with that other insurance, provided that: a. The "bodily injury" or "property damage" for which coverage is sought occurs after you have entered into that contract or agreement; or b. The "personal and advertising injury" for which coverage is sought arises out of an offense committed after you have entered into that contract or agreement. 4. The following is added to SECTION III K. 2. Transfer of Rights of Recovery Against Others to Us — COMMON POLICY CONDITIONS (BUT APPLICABLE TO ONLY TO SECTION II — LIABILITY) We waive any rights of recovery we may have against any person or organization because of payments we make for "bodily injury", "property damage" or "personal and advertising injury" arising out of "your work" performed by you, or on your behalf, under a contract or agreement with that person or organization. We waive these rights only where you have agreed to do so as part of a contract or agreement with such person or organization entered into by you before the "bodily injury" or "property damage" occurs, or the "personal and advertising injury" offense is committed. ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. PPB 304 02 12 Page 1 of 1 Policy Number: PSA0002185 A. B. C. D. E. F. G. H. I. J. K. L. M. N. O. P. Q. R. S. T. RLI Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPaW BUSINESS AUTO ENHANCEMENT SCHEDULE OF COVERAGES ADDRESSED BY THIS ENDORSEMENT Broad Form Named Insured Employees As Insureds Blanket Additional Insured Blanket Waiver Of Subrogation Employee Hired Autos Fellow Employee Coverage Auto Loan Lease Gap Coverage Glass Repair —Waiver Of Deductible Personal Effects Coverage Hired Auto Physical Damage Coverage Hired Auto Physical Damage — Loss Of Use Hired Car — Worldwide Coverage Temporary Transportation Expenses Amended Bodily Injury Definition — Mental Anguish Airbag Coverage Amended Insured Contract Definition — Railroad Easement Coverage Extensions — Audio, Visual And Data Electronic Equipment Not Designed Solely For The Production Of Sound Notice Of And Knowledge Of Occurrence Unintentional Errors Or Omissions Towing Coverage PPA 300 03 13 Page 1 of 5 This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM A. Broad Form Named Insured The following is added to the SECTION II — COVERED AUTOS LIABILITY COVERAGE, Para- graph A.I. Who Is An Insured Provision: Any business entity newly acquired or formed by you during the policy period, provided you own fifty percent (50%) or more of the business entity and the business entity is not separately insured for Bus-iness Auto Coverage. Coverage is extended up to a maximum of one hundred eighty (180) days following the acquisition or formation of the business entity. This provision does not apply to any person or organization for which coverage is excluded by endorsement. B. Employees As Insureds The following is added to the SECTION II — COVERED AUTOS LIABILITY COVERAGE, Para- graph A.I. Who Is An Insured Provision: Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. C. Blanket Additional Insured The following is added to the SECTION II — COVERED AUTOS LIABILITY COVERAGE, Para- graph A.1. Who Is An Insured Provision: Any person or organization that you are required to include as an additional insured on this coverage form in a contract or agreement that is executed by you before the "bodily injury" or "property damage" occurs is an "insured" for liability coverage, but only for damages to which this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in SECTION II — COVERED AUTOS LIABILITY COVERAGE. The insurance provided to the additional insured will be on a primary and non-contributory basis to the additional insured's own business auto coverage if you are required to do so in a contract or agreement that is executed by you before the "bodily injury" or "property damage" occurs. D. Blanket Waiver Of Subrogation The following is added to the SECTION IV — BUSI- NESS AUTO CONDITIONS, A. Loss Conditions, 5. Transfer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against any person or organization to the extent required of you by a contract executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of the operations contemplated by such contract. The waiver applies only to the person or organization designated in such contract. E. Employee Hired Autos 1. The following is added to the SECTION II — COVERED AUTOS LIABILITY COVERAGE, Paragraph A.I. Who Is An Insured Provision: 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. 2. Changes In General Conditions: Paragraph 5.b. of the Other Insurance Con- dition in the BUSINESS AUTO CONDITIONS is deleted and replaced with the following: b. For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos" you own: (1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered "auto" hired or rented by your "employee" under a contract in that individual "employee's" name, with your permission, while performing duties related to the conduct of your business. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". F. Fellow Employee Coverage SECTION II — COVERED AUTOS LIABILITY COVERAGE, Exclusion B.S. does not apply if you have workers compensation insurance in -force covering all of your employees. G. Auto Loan Lease Gap Coverage SECTION III — PHYSICAL DAMAGE COVERAGE, C. Limit Of Insurance, is amended by the addition of the following: In the event of a total "loss" to a covered "auto" shown in the Schedule of Declarations, we will pay any unpaid amount due on the lease or loan for a covered "auto", less: 1. The amount paid under the PHYSICAL DAMAGE COVERAGE section of the policy; and 2. Any.- a. ny:a. Overdue lease/loan payments at the time of the "loss"; PPA 300 03 13 Page 2 of 5 b. Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage. c. Security deposits not returned by the lessor; d. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and e. Carry-over balances from previous loans or leases. H. Glass Repair— Waiver Of Deductible SECTION III — PHYSICAL DAMAGE COVERAGE, D. Deductible is amended by adding the following: No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. 1. Personal Effects Coverage The following is added to SECTION III — PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions: c. Personal Effects Coverage In the event of a total theft loss of your covered "auto" we will pay up to $400 for "loss" to wearing apparel and other personal effects which are: (1) Owned by an "insured"; and (2) In or on your covered "auto"; No deductible applies to Personal Effects Coverage. J. Hired Auto Physical Damage Coverage The following is added to SECTION III — PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions: d. Hired Auto Physical Damage Coverage If hired "autos" are covered "autos" for Liability Coverage and this policy also provides Physical Damage Coverage for an owned "auto", then the Physical Damage Coverage is extended to "autos" that you hire, rent or borrow subject to the following: (1) The most we will pay for "loss" in any one "accident" to a hired, rented or borrowed "auto" is the lesser of: (a) $60,000 (b) The actual cash value of the damaged or stolen property as of the time of the "loss"; or (c) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality. (2) An adjustment for depreciation and physical condition will be made in the event of a total "loss". (3) If a repair or replacement results in better than like kind or quality, we will not pay for the betterment. (4) A deductible equal to the highest Physical Damage deductible applicable to any owned auto will apply. (5) This Coverage Extension will not apply to: (a) Any "auto" that is hired, rented or borrowed with a driver; or (b) Any "auto" that is hired, rented or borrowed from your "employee". K. Hired Auto Physical Damage — Loss Of Use The following is added to SECTION III — PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions: e. We will pay sums which you legally must pay to the lessor of a covered "auto" which you have leased without a driver for thirty (30) days or less for the lessor's loss of use of the covered "auto", provided: (1) This insurance provides comprehensive, specified causes of loss or collision covered on the covered "auto"; (2) The loss of use results from the covered "auto" being damaged in an "accident" while you are leasing it. We will pay up to a maximum limit of $1,500 for this covered extension. L. Hired Car —Worldwide Coverage The following is added to SECTION II — COVERED AUTOS LIABILITY COVERAGE, A.2. Coverage Extensions: f. Hired Car —Worldwide Coverage (1) We will pay all sums an "insured" legally must pay as damages because of "bodily injury" or "property damage" to which this insurance applies, caused by an "accident" which occurs outside of the United States of America, the territories and possessions of the United States of America, Puerto Rico and Canada resulting from the maintenance, or use of any covered "auto" of the private passenger type you lease, hire, rent or borrow without a driver for thirty (30) days or less. (2) With respect to any claim made or "suit" instituted outside the United States of America, the territories and possessions of the United States of America, Puerto Rico, and Canada: PPA 300 03 13 Page 3 of 5 (a) You shall undertake the investigation, settlement and defense of such claims and "suits" and keep us advised of all proceedings and actions. (b) You will not make any settlement without our consent. (c) We will reimburse you: (i) For the amount of damages be- cause of liability imposed upon you by law on account of "bodily injury" or "property damage" to which this insurance applies, and (ii) For all reasonable expenses incurred with our consent in connection with the investigation, settlement or defense of such claims or "suits". Reimbursement for expenses will be part of the Limit of Insurance for liability coverage shown in the Business Auto Coverage Declarations, and not in addition to such limits. (3) The limit of Insurance for Liability Coverage shown in the Business Auto Coverage Declarations is the most we will reimburse you for the sum of all damages imposed on you, as set forth in paragraph 2.c. above, and all expenses incurred by you arising out of any single "accident' or "loss". (4) You must maintain the greater of the follow- ing primary auto liability insurance limits: (a) Compulsory admitted insurance with limits required to be in force to satisfy the legal requirements of the jurisdiction where the accident occurs; or (b) Insurance limits required by law and issued by a government entity or by an insurer licensed or permitted by law to do business in the jurisdiction where the "accident" occurs; or (c) Auto liability insurance limits of at least $300,000 combined single limit or $100,000 per person/$300,000 per acci- dent Bodily Injury, $100,000 Property Damage. If you fail to comply with the above, this insurance is not invalidated. However, in the event of a "loss", we will pay only to the extent that we would have been liable had you so complied. (5) The insurance provided by this coverage extension is excess over any other collec- tible insurance available to you whether on a primary, excess contingent or any other basis. M. Temporary Transportation Expenses SECTION III — PHYSICAL DAMAGE COVERAGE, A.4. Coverage Extensions, subparagraph a. Transportation Expenses is deleted and replaced by the following: a. Transportation Expenses (1) We will pay up to a maximum of $1,500 for temporary transportation expense incurred by you because of Physical Damage to a covered "auto". (2) We will pay only for those covered "autos" for which you carry Comprehensive, Colli-sion or Specified Case of Loss Coverage. (3) We will pay only for those expenses incurred by you during the period of time that begins twenty-four (24) hours after the covered "loss" and ends at the time when the covered "auto" can be reasonable repaired or replaced. (4) This coverage does not apply while there are spare or reserve "autos" available to you for your operations. N. Amended Bodily Injury Definition — Mental Anguish The following is added to SECTION V — DEFINITIONS, Definition C.: "Bodily injury" also includes mental anguish, but only when the mental anguish arises from other bodily injury, sickness or disease. O. Airbag Coverage The following is added to SECTION III — PHYSICAL DAMAGE COVERAGE B. Exclusions 3.a.: However, this exclusion will not apply to accidental discharge of an airbag due to mechanical or electrical breakdown. P. Amended Insured Contract Definition — Railroad Easement SECTION V — DEFINITIONS paragraph H. "Insured contact' is modified as follows: 1. Paragraph H.3. is replaced by the following: 3. Any easement or license agreement. 2. Paragraph H.6.a. is deleted. Q. Coverage Extensions — Audio, Visual And Data Electronic Equipment Not Designed Solely For The Production Of Sound SECTION III — PHYSICAL DAMAGE COVERAGE B. Exclusions, exception paragraph a. to exclusion 4.c. and 4.d. is deleted and replaced with the following: PPA 300 03 13 Page 4 of 5 a. Equipment and accessories used with such equipment, except for tapes, records, discs or other electronic media device, provided such equipment is permanently installed in the covered "auto" at the time of the "loss" or is removable from the housing unit which is permanently installed in the covered "auto" at the time of the "loss", and such equipment is designed to be solely operated by use of the power from the "autos" electrical system, in or upon the covered "autos"; or R. Notice Of And Knowledge Of Occurrence SECTION IV — BUSINESS AUTO CONDITIONS, A.2. Duties In The Event Of Accident, Claim Suit Or Loss, subparagraph a. is deleted and replaced with the following: a. In the event of "accident", claim, "suit" or "loss", you must give us or our authorized repre- sentative prompt notice of the "accident" or "loss" including: (1) How, when and where the "accident" or "loss" occurred; (2) The "insured's" name and address; and (3) To the extent possible, the names and addresses of any injured person and witnesses. Your duty to give us or our authorized representative prompt notice of the "accident" or "loss" applies only when the "accident" or "loss" is known to: (1) You, if you are an individual; (2) A partner if you are a partnership; or (3) An executive officer or insurance manager, if you are a corporation. S. Unintentional Errors Or Omissions SECTION IV — BUSINESS AUTO CONDITIONS, B. General Conditions; 2. Concealment Misrepre- sentation Or Fraud is amended by adding the following: The unintentional omission of, or unintentional error in, any information given by you shall not prejudice your rights under this insurance. However this pro- vision does not affect our right to collect additional premium or exercise our right of cancellation or nonrenewal. T. Towing Coverage SECTION III — PHYSICAL DAMAGE COVERAGE, A.2. Towing, is deleted and replaced by the following: 2. We will pay up to $750 for towing and labor costs incurred each time a covered "auto" is disabled due to a covered cause of loss. However: a. All labor must be performed at the place of disablement; and b. If the covered auto is a private passenger type no deductible applies; and c. If the covered auto is not of the private passenger type our obligation to pay will be reduced by a $250 deductible per disablement. ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. PPA 300 03 13 Page 5 of 5 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT—CALIFORNIA WC 04 03 06 (Ed. 4-84) We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2% of the California workers' compensation premium otherwise due on such remuneration. Person or Organization Schedule Job Description All persons or organizations that are party to a contract that Jobs performed for any person or organization that you requires you to obtain this agreement, provided you executed have agreed with in a written contract to provide this the contract before the loss. agreement. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 10-26-2019 Policy No. PSW0003535 Endorsement No. Insured Insurance Company Anser Advisory, LLC RLI Insurance Company Countersigned By ©1998 by the Workers' Compensation Insurance Rating Bureau of California. All rights reserved.