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HomeMy WebLinkAboutAGMT - Houalla Enterprises, Ltd., dba Metro Builders & Engineers Group, Ltd. PUBLIC WORKS AGREEMENT for Zero Tower Safety Improvements - Ladder Replacement Services between �F SEA( �� \�OpPPORgpFoq�� A CD 2G'� '927 U0 16 City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 Houalla Enterprises, Ltd., dba Metro Builders & Engineers Group, Ltd. 2610 Avon Street Newport Beach, CA 92663 949-515-4350 This Professional Service Agreement ("the Agreement") is made as of March 09, 2020 (the "Effective Date"), by and between Houalla Enterprises, Ltd., a California corporation, dba Metro Builders & Engineers Group, Ltd. ("Contractor"), and the City of Seal Beach ("City"), a California charter city, (collectively, "the Parties"). RECITALS A. City desires certain ladder replacement services. B. Pursuant to the authority provided by its City Charter and Seal Beach Municipal Code § 3.20.035(D), City solicited informal bids from vendors to carry out the Project, and obtained three written. bids. Contractor has submitted an informal bid to the City for the Project dated in the amount of $24,093.00, attached hereto as Exhibit A and incorporated herein by reference, which constitutes the lowest acceptable quotation. C. Pursuant to the authority provided by its City Charter and Seal Beach Municipal Code § 3.20.035(D), City desires to engage Contractor to provide ladder installation services in the manner set forth herein and more fully described in Section 1.0. D. Contractor represents that the principal members of its firm are qualified California-licensed professional contractor (License #597589, DIR #1000002925) 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. Contractor shall provide the work and other services (collectively "Services") set forth in Exhibit A, Bid Proposal, attached hereto and incorporated herein by this reference. To the extent that there is any conflict between Exhibit A and this Agreement, this Agreement shall control. 1.2. Contractor 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, Contractor 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, Contractor hereby represents that it has the experience necessary to undertake the Services to be provided. In light of such status and experience, Contractor hereby covenants that it shall follow the customary professional standards in performing all Services. The City relies upon the skill of Contractor, and Page 2 of 16 Contractor's staff, if any, to do and perform the Services in a skillful, competent, and professional manner, and Contractor and Contractor's staff, shall perform the Services in such manner. Contractor shall, at all times, meet or exceed any and all applicable professional standards of care. The acceptance of Contractor's work by-the City shall not operate as a release of Contractor from such standard of care and workmanship. 1,5. Contractor 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 The term of this Agreement shall commence on March 9, 2020 and shall remain in full force and effect until April 30, 2020, unless sooner terminated as provided in Section 6.0 of this Agreement. 3.0 Contractor's Compensation 3.1. City will pay Contractor in accordance with the fees schedule shown and set forth in Exhibit A for the Services but in no event will the City pay more than the total not-to-exceed amount of Twenty Four Thousand Ninety Three Dollars and 00/xx ($24,093.00 US dollars) for the Term. 3.2. Contractor 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. Any additional work authorized by the City Council pursuant to this Section will be compensated in accordance with the fee schedule set forth in Exhibit A. 4.0 Method of Payment 4.1. Contractor 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 Contractor within 30 days of receiving Contractor's invoice. City will not withhold any applicable federal or state payroll Page 3 of 16 and other required taxes, or other authorized deductions from payments made to Contractor. 4.2. Upon 24-hour notice from City, Contractor shall allow City or City's agents or representatives to inspect at Contractor's offices during reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained by Contractor in connection with this Agreement. City's,rights under this Section 4.2 shall survive for three (3) years following the termination of this Agreement. 5.0 Payment and Performance Bonds; Guaranty. Unless otherwise expressly provided in the bid documents, or exempted by City, prior to commencing work, Contractor shall provide a payment bond and performance bond, each in an amount equal to 100% of the Contract price. The bond forms required to be executed are attached hereto and incorporated by reference herein. Pursuant to the bid documents for this Project, the performance bond shall include Contractor's written guaranty of Contractor's work for a period of one year following notice of completion. 6.OTermination 6.1. This Agreement may be terminated, by City, without cause, or by Contractor based on reasonable cause, upon giving the other party written notice thereof not less than 30 days prior to the date of termination. 6.2. This Agreement may be terminated by City upon 10 days' notice to Contractor if Contractor 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. 7.0 Party Representatives 7.1. The Public Works Director is the City's representative for purposes of this Agreement. 7.2. Cameron Kosbab is the Contractor's primary representative for purposes of this Agreement. Cameron Kosbab shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the Services hereunder. Contractor may not change its representative without the prior written approval of City, which approval shall not be unreasonably withheld. Page 4 of 16 8.0 Notices 8.1. 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: Public Works Director To Contractor: Houalla Enterprises, Ltd., dba Metro Builders& Engineers Group, Ltd 2610 Avon Street Newport Beach, CA 92663 Attn: Cameron Kosbab 8.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 9.0 Independent Contractor 9.1. Contractor is an independent contractor and not an employee of the City. All .work or other Services provided pursuant to this Agreement shall be performed by Contractor or by Contractor's employees or other personnel under Contractor's supervision, and Contractor and all of Contractor's personnel shall possess the qualifications, permits, and licenses required by State and local law to perform such Services, including, without limitation, a City of Seal Beach business license as required by the Seal' Beach Municipal Code. Contractor will determine the means, methods, and details by'which Contractor's personnel will perform the Services. Contractor 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. All of Contractor's employees and other personnel performing any of the Services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor's exclusive direction and control. Contractor and Contractor's personnel shall not supervise any of City's employees; and City's employees shall not supervise Contractor's personnel. Contractor'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 Contractor'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. Contractor shall acquire and maintain at its sole cost and expense such vehicles, equipment and supplies as Contractor's personnel Page 5 of 16 require to perform any of the Services required by this Agreement. Contractor shall perform all Services off of City premises at locations of Contractor's choice, except as otherwise may from time to time be necessary in order for Contractor's personnel to receive projects from City, review plans on file at City, pick up or deliver any work product related to Contractor'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 Contractor from time to time for Contractor's personnel to obtain information about or to check on the status of projects pertaining to the Services under this Agreement. 9.3. Contractor shall be responsible for and pay all wages, salaries, benefits and other amounts due to Contractor's personnel in connection with their performance of any Services under this Agreement and as required by law. Contractor 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, Contractor 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 entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits. 9.4. Contractor 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 Contractor's personnel practices. or to the extent arising from, caused by or relating to the violation of any of the provisions of this Section 9.0. In addition to all other remedies available under law, City shall have the right to offset against the amount of any fees due to Contractor under this Agreement any amount due to City from Contractor as a result of Contractor's failure to promptly pay to City any reimbursement or indemnification arising under this Section. This duty of indemnification is in addition to Contractor's duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. 10.0 PERS Compliance and Indemnification 10.1. General Requirements. The Parties acknowledge that City is a local agency member of PERS, and as such has certain pension reporting and Page 6 of 16 contribution obligations to PERS on behalf of qualifying employees. Contractor agrees that, in providing its employees and any other personnel to City to perform any work or other Services under this Agreement, Contractor 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, Contractor 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. 10.2. Indemnification. Contractor shall defend (with legal counsel approved by City, whose approval shall not be unreasonably withheld), indemnify and hold harmless City, and its 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 Contractor's violation of any provisions of this Section 10.0. This duty of indemnification is in addition to Contractor's duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. 11.0 Confidentiality Contractor covenants that-all data, documents, discussion, or other information developed or received by Contractor or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Contractor 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. Contractor's covenant under this Section shall survive the termination of this Agreement. 12.0 Subcontractors No portion of this Agreement shall be subcontracted without the prior written approval of the City. Contractor is fully responsible to City for the performance of any and all subcontractors. 13.0 Assignment Contractor 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. Page 7 of 16 14.0 Inspection and Audit of Records Contractor 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. Contractor shall maintain adequate records on the Services provided in sufficient detail to permit an evaluation of all ServicesJn connection therewith. All such records shall be clearly identified and readily accessible. At all times during regular business hours, Contractor 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. Contractor shall retain all financial and program service recordsand all other records related to the Services and performance of this Agreement for at least three (3) years. after expiration, termination or final payment under this.Agreement, whichever occurs later. City's rights under this. Section 14.0 shall survive for three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. 15.0 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 Contractor when unsafe or harmful acts are observed or reported relative to the performance of the Services. Contractor shall maintain the work sites free of hazards to persons and property resulting from its operations. Contractor 'shall immediately report to the City any hazardous condition noted by Contractor. 16.0 Insurance 16.1. Contractor shall not commence work under this Agreement until it has provided evidence satisfactory to the City that Contractor has secured all insurance required under this Section. Contractor 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. 16.2. Contractor shall, at its expense, procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or Page 8 of 16 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). Contractor 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 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. 16.3. The insurance policies shall contain the following provisions, or Contractor 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 Contractor'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 Contractor's insuranceand 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 Contractor, 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 volunteersshall 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 Contractor or for which the Contractor is responsible. Page 9 of 16 16.4. 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. 16.5. Any deductibles or self-insured retentions shall be declared to and approved by the City. Contractor 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 Contractor shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 17.0 Indemnification, Hold Harmless, and Duty to Defend Contractor and. City agree that 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 17.0) 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 relatedto 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 City and all other Indemnitees. Contractor acknowledges that City would not have entered into this Agreement in the absence of the commitment of Contractor to indemnify and protect the; City and the other Indemnitees, as set forth in this Agreement. 17.1. Indemnity. To the fullest extent permitted by law, the Contractor shall, at its sole cost and expense, protect, defend, indemnify, and hold 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 17.0) free and harmless from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, bid protests, stop notices„ suits, judgments, penalties, liens and losses of any nature whatsoever, includingfees of accountants, attorneys and other professionals, and all costs associated therewith, and the payment of all consequential damages (individually, a "Claim", collectively "Claims"), in law or equity, whether actual, alleged or threatened, in any manner arising out of, pertaining to, or relating to the acts or omissions, or willful misconduct, of Contractor, and/or its directors, officers, agents, servants, employees, subcontractors, materialmen, suppliers, or contractors, or their officers, agents, servants or employees (or any entity or individual that Contractor shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence, except for Claims arising Page 10 of U from the sole negligence or willful misconduct of Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. Further, Contractor shall appoint competent defense counsel, at Contractor's own cost, expense and risk, to defend any and all such suits, actions or other legal proceedings of every kind arising out of or incident to the performance of the Contract that may be brought or instituted against Indemnitees. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or the otherIndemnitees in any such suit, action, or other legal proceeding arising out of or incident to the performance of the Contract. Contractor shall reimburse City and the other Indemnitees, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Contractor or Indemnitees. This indemnity shall apply to all Claims and liability regardless of whether any insurance:policies are applicable. 17.2. Civil Code Exception. Nothing in this Section 17.0 shall be construed to encompass Indemnitees' sole negligence or willful misconduct to the limited extent that the underlying Contract is subject to Civil Code Section 2782(a) or the City's active negligence to the limited extent that the Agreement is subject to Civil Code Section 2782(b), provided such sole negligence, willful misconduct or active negligence is determined by agreement between the parties or by the findings of a court of competent jurisdiction. 17.3. Subcontractor Indemnification. Contractor shall obtain executed indemnity agreements with provisions identical to those in this Section 17.0 from each and every subcontractor or any other person or entity involved by, for; with or on behalf of Contractor in the performance of this Agreement. If Contractor fails to obtain such indemnities, Contractor 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 Contractor's subcontractor, its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual that Contractor'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. 17.4. Bid Protest. In addition to its obligations pursuant to Section 17.1, Contractor shall reimburse the City for all attorneys' fees and costs incurred by City in connection with, arising out of or incident to any bid protest. 17.5. Nonwaiver of Rights. Indemnitees do not, and shall not, waive any rights that they may possess against Contractor because of the acceptance by Page 11 of 16 City, or the deposit with City, of any insurance policy or certificate required pursuant to this Contract. 17.6. Waiver of Right of Subrogation. Contractor, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation against the Indemnitees, while acting within the scope of their duties, from all claims; losses, and liabilities arising out of or incident to activities or operations performed by or on behalf of the Indemnitor. 17.7. Survival. The provisions of this Section 17.0 shall survive the termination of the Contract and are in addition to any other rights or remedies that Indemnitees may have under the law. Payment is not required as a condition precedent to an Indemnitee's right to recover under this indemnity provision, and an entry of judgment against a Contractor shall be conclusive in favor of the Indemnitee's right to recover under this indemnity provision. 18.0 Equal Opportunity Contractor affirmatively represents that it is an equal opportunity employer. Contractor shall not discriminate against any subcontractor; employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, sexual orientation, or age. Such non-discrimination includes, but is not limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. 19.0 Labor Certification By its signature hereunder, Contractor 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. 20.0 Prevailing Wage and Payroll Records To the extent that this Agreement calls for services that, in whole or in part, constitute "public works" as defined in the California Labor Code, then Contractor 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. 21.0 Force Majeure Neither City nor Contractor shall be responsible for delays in performance under this Agreement due to causes beyond its control, including but not limited to acts of God, acts of the public enemy, acts of the Government, fires, Page 12 of 16 floods or other casualty, epidemics, earthquakes, labor stoppages or slowdowns, freight;embargoes, unusually severe weather, and supplier delays due to such causes. Neither economic nor market conditions nor the financial condition of either party shall be considered a cause to excuse delay pursuant to this subsection. Each party shall advise the other promptly in writing in accordance with Section 7 of this Agreement of each such excusable delay, its cause and its expected delay, and shall upon request update such advice. 22.0 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. 23.0 Severability The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement. 24.0 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of California. 25.0 No Third Party Rights No third party shall be deemed to have any rights hereunder against either party as a result of this Agreement. 26.0 Waiver No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise. 27.0 Prohibited Interests; Conflict of Interest 27.1. Contractor 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. Contractor further covenants that; in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Contractor shall avoid the appearance of having any interest, which would conflict in any manner with the, performance of the Services. Contractor shall not accept any employment or representation during the term of this Agreement which is or may Page 13 of 16 likely make Contractor "financially interested" (as provided in California Government Code §§ 1090 and 87100) in any decision made by City on any matter in connection with which Contractor has been retained. 27.2. Contractor further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Contractor, to solicit or obtain this Agreement. Nor has Contractor paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Contractor, 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 Contractor hereunder the full amount or value of any such fee, commission, percentage or gift. 27.3. Contractor 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 Contractor, and that if any such interest comes to the knowledge of Contractor at any time during the term of this Agreement, Contractor 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 Section 27.0. 28.0 Antitrust Claims In entering into this Agreement, Contractor offers and agrees to assign to City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the California Business and Professions Code) arising from purchases of goods, services, or materials pursuant to the Agreement. This assignment shall be made and become effective at the time the City tenders final payment to Contractor without further acknowledgment by the parties. 29.0 Trenching and Excavations. Pursuant to Public Contract Code Section 7104, if the project involves trenching more than four (4) feet deep, Contractor shall promptly and before the following conditions are disturbed notify the City in writing of any: 29.1. Material that Contractor believes may be material that is hazardous waste, as defined in California Health and Safety Code Section 25117, that is required to be removed to a Class I, Class II, or Class III disposal site in accordance with provisions of existing law; and/or Subsurface or latent physical conditions at the site differing from those indicated; and/or Page 14 of 16 29.2. Unknown physical conditions at the site of any unusual nature, different materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in the Contract. 29.3. As required by Labor Code Section 6705 and in addition thereto, whenever work under the Contract that involves an estimated expenditure in excess of twenty-five thousand dollars ($25,000) for the excavation of any trench or trenches five (5) feet or more in depth, Contractor shall submit for acceptance by City in advance of excavation, a detailed plan showing the design of shoring, bracing, sloping, or other provisions to be made for worker protection from the hazard of caving ground during the excavation, of such trench or trenches. If such plan varies from the shoring system standards established by the Construction Safety Orders of the Division of Industrial Safety, the plan shall be prepared by a registered civil or structural engineer employed by Contractor, and all costs therefor shall be included in the price of the Contract. Nothing in this provision shall be deemed to allow the useof a shoring, sloping, or bother protective system less effective than that required by the Construction Safety Orders. Nothing in this provision shall be construed to impose tort liability on the City or on any City officer, agent, consultant, representative, or employee. All plans, processing and shoring costs are Contractor's responsibility and must be included in Contractor's bid. 30.0 Location of Existing Elements Pursuant to Government Code Sections 4216 to 4216.9, the methods used and costs involved to locate existing elements, points of connection and all construction methods are Contractor's sole responsibility. Accuracy of information furnished, as to existing conditions, is not guaranteed. Contractor, at its sole expense, must make all investigations necessary to determine locations of existing elements, which may include, without limitation, contacting U.S.A. alert and other private underground locating firm(s), and/or utilizing potholes, specialized locating equipment and/or hand trenching. 31.0 Third Party Claims Fees Pursuant to Public Contract Code Section 9201, City has full authority to compromise or otherwise settle any claim relating to this Agreement at any time. City shall timely notify Contractor of the receipt of any third-party claim relating to the Agreement. City shall be entitled to recover its reasonable costs incurred in providing the notification required by Public Contract Code Section 9201(b). 32.0 Non-Collusion Contractor hereby certifies that this bid is genuine and not a sham or collusive, or made in the interest or on behalf of any person or business not herein named. Contractor further certifies that Contractor has not directly or indirectly induced or solicited any other bidder to furnish a sham bid, or any other person or business Page 15 of 16 to refrain from bidding, and Contractor has not in any manner sought by collusion to secure itself an advantage over any other bidder. Contractor also affirms that it has signed and submitted with its bid to the City a Non-collusion Declaration as required by Public Contract Code Section 7106. 33.0 Audit City or its representative shall have the option of inspecting and/or auditing all records and other,written materials used by Contractor in preparing its billings to City as a condition precedent to any payment to Contractor. Contractor will promptly furnish documents requested by the City. Additionally, pursuant to Government Code Section 8546.7, if this Agreement involves the expenditure.of public funds in excess of ten thousand dollars ($10,000), Contractor shall be subject to State Auditor examination and audit at the request of City or as part of any audit of City, for a period of three (3) years after final payment under this Contract. 34.0 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. 35.0 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. 36.0 Corporate Authority The person executing this Agreement on behalf of Contractor 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 Contractor 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. Page 16 of 16 CITY OF SEAL BEACH _ CONTRACTOR: Houalla Enterprises, Ltd., a California corpor ion, dba Metro ilders & Engineers roup, Ltd. By: St ve f0flyffdr, P. Public Works By: Director Name: FOLPa H a a, Pre ent Its: 3/3/20 Attes*GlordiaD. By; Name: Fouad Hl al la Presi nt - Its: 3/3/20 By: per, City Clerk (Please note, two signatures required for corporations pursuant to California Corporations Code Section 313 from Approved s.t F r each of the following categories: (i) the chairperson of the board, the president or any vice president, and (ii) the By: secretary, any assistant secretary, the Craig A. Steele, City Attomey chief financial officer or any assistant treasurer of such corporation.) i ACTION BY UNANIMOUS WRITTEN CONSENT IN LIEU OF ANNUAL MEETING OF THE BOARD OF DIRECTORS OF HOUALLA ENTERPRISES LTD., A CALIFORNIA CORPORATION. The sole member of the Board of Directors of Houalla Enterprises Ltd., a California corporation ("Corporation"), hereby unanimously consents to the adoption of the following resolutions, as authorized by Section 307(b)of the California General Corporation Law: RATIFICATION OF ACTIONS RESOLVED, that inasmuch as the sole Director is familiar with the business, affairs and operations of the Corporation, all acts and actions taken by the officers of the Corporation during calendar year 2018 are hereby confirmed, ratified and approved in all respects. ELECTION OF OFFICERS RESOLVED, that the following person be and he hereby is elected to the offices set forth opposite his name for one year or until his successors are elected and have qualified or his earlier resignation or removal: President Fouad Houalla Chief Financial Officer Fouad Houalla Secretary Fouad Houalla The Secretary of this Corporation is hereby authorized and directed to file this Consent with the minutes of the proceedings of the Board of Directors in the official records of the Corporation. Dated as of December 31, 2018. i i Fouad Houalla 5003\003\annualdireclorsm ins(2018).doc so 0 o� ® 0 : h== Metro Builders & Engineers Group, Ltd. February 24, 2020 Bid Proposal—Updated Project: Seal Beach Lifeguard Tower Ladders Bid Date: N/A Bid Time: N/A Addendums Noted: N/A Drawings: Structural Drawings: N/A Architectural Drawings: N/A Hello Denice, Metro Builders & Engineers Group, Ltd. is pleased to offer the following bid for the structural steel work for the above reference project. This bid is to provide and install all structural steel components as referenced below. The scope has been updated per the site visit on 2/19/20. Our pricing is per the following inclusions, exclusions, and clarifications: Demolition of Existing Ladder: $3,780.00 Ladder Upgrades, Delivered to Jobsite and Installed: 511,490.00 Railings at Openings (Qty. 1) Installed: $1,233.00 Aluminum Hatch with Ladder Cutout (Qty. 1) Installed: $3,240.00 5'x7' Gap Fill with Aluminum Cover Plate (Qty. 1) Installed: $1,450.00 Shop Drawings: $1,000.00 Designer/Fabricator Site Visit, Pre-Fabrication (Qty. 1): $1,000.00 Designer Site Visit, Pre-Fabrication (Qty. 1): $450.00 Designer Site Visit, Post Installation (Qty. 1): $450.00 TOTAL PRICE: $24,093.00 2610 Avon Street, Newport Beach, CA 9260-Phone:949.515.4350-Fax:949.515.4351 -metrobuilders.com �'0 �� bac Metro Builders & Engineers Group, Ltd. Inclusions: • Two (2) Steel Ladders • 2°d Floor Trim Removal Y 2"`t Floor Opening Modifications • 3"t Floor Trim Removal • Stainless Steel T-316L Mill Finish, Uncoated • Ladders Need to Have a Minimum 7" Projection from Center of Rungs to the Wall • Shop Drawings for Ladder, Railings, and Aluminum Hatch • Shop Drawings Include PE Stamp • PE Design Assistance to Ensure Cal OSHA Compliance • PE Design Initial Site Visit and Inspection General • Fabrication • Structural Connections • Transportation • Installation and Certified Field Welding (As Required) • Welding Inspection (As Required) • Crane Fees (As Required) • Sales Tax Exclusions: • Finish paint coating or any other coating not specified in scope. • Cutting or drilling of our work to accommodate other trades • Sandblasting or flame-cleaning of steel before painting • Surveying, cost of inspection, testing, and preparation • Stair/ stairwell work • Metal studs and light gauge framing • Sheet Metal / Sheet Metal Work/Light Gauge Metals • Miscellaneous steels • Galvanizing, field painting, field touch up painting, and finish painting • Concrete work of any kind • Concrete reinforcing steel • Grout/Dry packing • Building permits and special insurance • Non-ferrous metals 2610 Avon 5tree t. Newport Beach, CA 92663- Phone:949.515.4350-Fox:949.515.4351 -me trobuilders.com ®: _ Metro Builders& Engineers Group, Ltd. • Joist hangers not welded to steel • Furring channels, bent plates, or angles • Participating in penalties or liquidated damages applied to buyer • Cost of bonds or special insurances • Glass and glass hardware • Maintenance, cleaning of steel, barricades, Flagman,and traffic control • Demolition not specified • Concrete and wood cutting • Any other materials or work not specified in the above scope of work. • Any work not indicated in the structural drawings. Clarifications: • Performance shall be based on conventional construction, timely receipt of construction documents and information; and a written schedule, based on a normal 5-day, 40 hour straight-time work week. • General contractor to provide adequate roadway for deliveries. • General contractor to provide the following: lines, grades, layout, verification of existing conditions, adequate areas for staging, storage, and pre-assembly of materials, traffic control, barricades, lane closures and all related permits. • Payment for materials due within 30 days after delivery to,jobsite. • This bid, in its entirety, is to be incorporated into any subcontract between General Contractor and Metro Builders & Engineers Group, Ltd. and will supersede any and all contract language. • No additional work shall be done prior to written authorization of General Contractor. • Bid valid for 90 days. • Bondable at 1.5% Sincerely, Gustavo Carrera (949) 698-3878 gustavo@metrobuilders.com Metro Builders & Engineers Group, Ltd. CA State Contractor's License 4597589 (A, B, C-10, C-51) CA State DiR 41000002925 MWD SBE Cert 166228 2610 Avon Street, Newport Beach, CA 92663 -Phone:949.515.4350-Fax:949,515.4351 -melrolDuilders.com 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, Contractor 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', Contractor 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. Contractor 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. Contractor shall not perform work with any subcontractor that is not registered with DIR pursuant to Section 1725.5. Contractor and subcontractors shall maintain their registration with the DIR in effect throughout the duration of this Agreement. If Contractor or any subcontractor ceases to be registered with DIR at any time during the duration of the project, Contractor shall immediately notify City. 4. Pursuant to Labor Code Section 1771.4, Contractor's Services are subject to compliance monitoring and enforcement by DIR. Contractor 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. Contractor acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and Contractor shall post such rates at each job site covered by this Agreement. 6. Contractor 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. Contractor 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 Contractor or-by any subcontractor. 7. Contractor shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Contractor 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. Contractor 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. Contractor shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Contractor 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, Contractor and each of its subcontractors shall submit to City a verified statement of the journeyman and apprentice hours performed under this Agreement. 9, Contractor 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. Contractor 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 Contractor or any subcontractor becomes debarred or suspended during the duration of the project, Contractor shall immediately notify City. 10. Contractor acknowledges that eight hours labor constitutes a legal day's work. Contractor shall comply with and be bound by Labor Code Section 1810. Contractor shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. Contractor shall, as a penalty to City, forfeit $25.00 for each worker employed in the performance of this Agreement by Contractor 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 Contractor 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, Contractor 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, Contractor shall be responsible for such subcontractor's compliance with Chapter 1 and Labor Code Sections 1860 and 3700, and Contractor 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. Contractor 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. Contractor shall diligently take corrective action to halt or rectify any failure. 13. To the maximum extent permitted by law, Contractor shall indemnify, hold harmless and defend (at Contractor'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 Contractor, its subcontractors, and each of their officials, officers, employees and agents) in connection with any work undertaken or in connection with the Agreement, includingwithout limitation the payment of all consequential damages, attorneys' fees, and other related costs and expenses. All duties of Contractor under this Section shall survive the termination of the Agreement. ® A�bi CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDOM/YY) 2/4/2020 THIS CERTIFICATE ISJSSUED AS.A,MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER;AND THE CERTIFICATE HOLDER. IMPORTANT: If the:certificate"holder is an ADDITIONAL INSURED,the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and.conditions ofIthe policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificateholder in lieu of such endorsoment(s). PRODUCER CONTACT NAME: Certificate Department Cavignac.&Associates PHONE. FAX 450 B Street, Suite 1800 ;619-744-0574 9-234-8601o (A6 San Diego CA 92101 ADDRESS: c rtifiwtes@cavignac.com INSURER(S)AFFORDING COVERAGE NAICN INSURER A:Travelers Indemnity Co of Conn 25682 INSURED METROBU-CL INSURERS:Travelers Property CasualtyCompany of America 25674 Houalla Enterprises, Ltd. dba Metro Builders&Engineers Group, Ltd. INSURERC:Allied World Nat'l Assurance 2610 Avon.Street INSURER D: Newport Beach CA 926634730 INSURER E: INSURER F.i COVERAGES CERTIFICATE NUMBER:1976743770 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE EISTED: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 POUCYEFF PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR EXP POLICY NUMBER MMIDDDIYYYY MM/O YDIYYYY LIMITS LTR A X COMMERCIAL GENERAL LIABILITY V C0763BL491 11/12019 1111/2020 EACH OCCURRENCE $1,000,000 AMALE OTO RENTEb_ CLAIMS-MADE OCCUR PREMISES Ea occurrence)_ $300 300 X Cross Liab MED EXP(Anyone person) $5,000 PERSONAL&ADV INJURY $1,000000 GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $2,000300 POLICY[X] POT [:] LOC PRODUCTS-COMPIOPAGG $2,000000 'OTHER. Prop Omg Deal $10,000 B AUTOMOBILE LIABILITY Y BA01.652049 11/12019 111112020 COMBINED SINGLE LIMIT $ Ea accidenq 10000Qo X ANY AUTO BODILY INJURY(Per person) $ ALL DIVINED SCHEDULED BOO/LY INJURY(Per accident) $ X HIIREOSA TOS AUTOS j X AUTOSNOWOMED (P�acodenl)AMAGE $ I I $ IBCX (UMBRELLA LIAB X OCCUR ZUP11T23902 11/12019 111112020 EACH OCCURRENCE $9000 am EXCESS LIAB CLAIMS-MADE AGGREGATE. $9,000,000 DEO X .RETENTION$ $ WORKERS COMPENSATION U137,1948156 11112019 11/112020 X STATUTE IOERH AND EMPLOYERS'LIABILITYIN ANY PROPRIETORIPARTNEWEXECUTIVE YN/A E.L.EACH ACCIDENT S1.0i OFFIGERIMEMBER EXCLUDED? 1(Mandatoryto NH) E.L.DISEASE-EA EMPLOYEEi$1,000,000 If yes,describe under DESCRIPTION OF OPERATIONSbelow E.L.DISEASE-POLICY LIMIT I$1.000,000 ProtessionallPolluGon Liability 03096547 11110019 11/12020 Each Claim $2,000,000 Aggregate %4.000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES ACORD 101,Additional Remarks Schedule,may Ire attached it more space Is required) Re:Seal Beach.Lifeguard Tower Ladders,Seal Beach Municipal Pier,900 Ocean Ave Seal Beach,CA 90740.Additional Insured coverage applies to General Liability and Automobile:Liability for City of Seal Beach;its directors, officials,officers,employees,agents and volunteers per policy form.Primary coverage applies to General Llabilitysnd-Automobile Liability per policy form.;Professional Liability Claims made form,defense costs included within limit. Excess/Umbrella,policy follows form over underlying policies:.General liability,Auto Liability&Employers Liability(additional insured and waiver of subragation apply). If the Insurance company elects to Cancel or non-renew coverage for any reason other than nonpayment of premium they Will;provide 30 days notice of such Cancellation or nonrenewal. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Seal Beach 211 Eight Street AUTHORU:EDREPRESENTATIVE Seal Beach CA 90740 rkz_ ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014101) The ACORD nameand logo are registered marks of ACORD POLICY NUMBER: BAOL652049 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS.AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE—This endorsement broadens coverage. However,:coverage for any injury, damage or medical expenses described in any of the provisions of this endorsementmay be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is-a general cover- age description only. Limitationsand exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights; duties, and what is and is not covered. A. BROAD FORM NAMED INSURED H. HIRED AUTO PHYSICAL DAMAGE— LOSS OF B. BLANKET ADDITIONAL INSURED USE—INCREASED LIMIT C. EMPLOYEE HIRED AUTO 1. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES—INCREASED LIMIT D. EMPLOYEES AS INSURED J. PERSONAL PROPERTY E. SUPPLEMENTARY PAYMENTS — INCREASED K. AIRBAGS LIMITS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR F. HIRED AUTO — LIMITED WORLDWIDE COV- LOSS ERAGE—INDEMNITY BASIS M. BLANKET WAIVER OF SUBROGATION G. WAIVER OF DEDUCTIBLE—GLASS N. UNINTENTIONAL ERRORS OR OMISSIONS PROVISIONS A. BROAD FORM NAMED INSURED this insurance applies and only to the extent that The following is added to Paragraph A:L, Who Is person or organization qualifies as an "insured" An Insured, of SECTION ll—COVERED AUTOS under the Who Is An Insured provision contained LIABILITY COVERAGE: in Section II. Any organization you newly acquire or form dur- C. EMPLOYEE HIRED AUTO ing the policy period over which you maintain 1. The following is added to Paragraph A.1., 50% or more ownership interest and that is not Who Is An Insured, of SECTION 11 — COV- separately insured for Business Auto Coverage. ERED AUTOS LIABILITY COVERAGE: Coverage under this provision is afforded only un- An "employee" of yours is an "insured" while til the 180th day after you acquire or form the or- operating an "auto" hired or rented under a ganization or the end of the policy period, which- contract or agreement in an "employee's" ever is earlier. name, with your permission, while performing duties related to the conduct of your busi- B. BLANKET ADDITIONAL INSURED ness. The following is added to Paragraph c. in A.1., 2. The following replaces Paragraph b. in B.5., Who Is.An Insured, of SECTION 11 —COVERED Other Insurance, of SECTION IV — BUSI- AUTOS LIABILITY COVERAGE: NESS AUTO CONDITIONS: Any person or organization who is required under b. For Hired Auto Physical Damage Cover- a written contract or agreement between you and age, the following are deemed to be cov-. that person or organization, that is signed and ered "autos"you own: executed by you before the "bodily injury" or (1) Any covered "auto" you lease, hire, "property damage" occurs and that is in effect rent or borrow; and during the policy period, to benamed as an addi- (2) Any covered "auto" hired or rented by tional insured is an "insured" for Covered Autos your "employee" under a contract in Liability Coverage, but only for damages to which an "employee's" name, with your CA T3 53 02 15 @2015 The Travelers Indemnity Company,All rights reserved. Page 1 of 4 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL AUTO permission, while performing duties (a) With respect to any claim made or "suit" related to the conduct of your busi- brought outside the United States of ness. America, the territories and possessions However, any"auto" that is leased, hired, of the United States of America, Puerto rented or borrowed with a driver is not a Rico and Canada: covered "auto". (i) You must arrange to defend the "in- D. EMPLOYEES AS INSURED sured" against, and investigate or set- tie any such claim or "suit" and keep The following is added to Paragraph A.1., Who Is us advised of all proceedings and ac- An Insured, of SECTION II —COVERED AUTOS tions. LIABILITY COVERAGE: of ours is an "insured" while us- (ii) Neither you nor any other involved Any"employee" Y "insured" will make any settlement ing a covered "auto" you don't own, hire or borrow without our consent. in your business or your personal affairs. E. SUPPLEMENTARY PAYMENTS — INCREASED (iii) in may, at our discretion, participate LIMITS in defending the "insured" against, or in the settlement of, any claim or 1. The following replaces Paragraph A.2.a.(2), "suit". of SECTION II —COVERED AUTOS LIABIL- (iv) We will reimburse the "insured" for ITY COVERAGE: sums.that the "insured," legally must (2) Up to $3,000 for cost of bail bonds (in- pay as damages because of "bodily cluding bonds for related traffic law viola- injury" or"property damage" to which tions) required because of an "accident" this insurance applies, that the "in- we cover. We do not have to furnish sured" pays with our consent, but these bonds. only up to the limit described in Para- 2. The following replaces Paragraph A.2.a.(4), graph C., Limits Of Insurance, of of SECTION II —COVERED AUTOS LIABIL- SECTION II — COVERED AUTOS ITY'COVERAGE: LIABILITY COVERAGE. (4) All reasonable expenses incurred by the (v) We will reimburse the "insured" for "insured" at our request, including actual the reasonable expenses incurred loss of earnings up to $500 a day be- with our consent for your investiga- cause of time off from work. tion of such claims and your defense of the "insured" against any such F. HIRED AUTO — LIMITED WORLDWIDE COV- ERAGE—INDEMNITY BASIS '.suit", but only up to and included within the limit described in Para- The following replaces Subparagraph (5) in Para- graph C., Limits Of Insurance, of graph B.7., Policy Period, Coverage Territory, SECTION II — COVERED AUTOS of SECTION IV — BUSINESS AUTO CONDI- LIABILITY COVERAGE, and not in TIONS: addition to such limit. Our duty to (5) Anywhere in the world, except any country or make such payments ends when we jurisdiction while any trade sanction, em- have used up the applicable limit of bargo, or similar regulation imposed by the insurance in payments for damages, United.States of America applies to and pro- settlements or defense expenses. hibits the transaction of business with or (b) This insurance is excess over any valid within such country or jurisdiction, for Cov- and collectible other insurance available ered Autos Liability Coverage for any covered to the "insured" whether primary, excess, "auto" that you lease, hire, rent or borrow contingent or on any other basis. without a driver for a period of 30 days or less (c) This insurance is not a substitute for re- and that is not an "auto" you lease, hire, rent quired or compulsory insurance in any or borrow from any of your "employees", country outside the United States, its ter- partners (if you are a partnership), members ritories and possessions, Puerto Rico and (if you are a limited liability company) or Canada. members of their households. Page 2 of 4 ©2015 The Travelers Indemnity Company.All rights reserved. CA T3 53 02 15 Includes copyrighted material of Insurance Services office, Inc.with its permission. COMMERCIAL AUTO You agree to maintain all required or (2) In or on your covered "auto". compulsory insurance in any such coun- This coverage applies only in the event of a total try up to the minimum limits required by theft of your covered "auto". local law. Your failure to comply with No deductibles apply to this Personal Property compulsory insurance requirements will not invalidate the coverage afforded by coverage. this policy, but we will only be liable to the K. AIRBAGS same extent we would have been liable The following is added to Paragraph B.3.;.Exclu- had you complied with the compulsory in- sions, of SECTION III — PHYSICAL DAMAGE surance requirements. COVERAGE: (d) It understood that we are not an admit- Exclusion 3.a. does not apply to 'loss" to one or ted or authorized insurer outside the more airbags in a covered "auto"you own that in- United States of America, its territories flate due to a cause other than a rause of 'loss" and possessions, Puerto Rico and Can- set forth in Paragraphs A.1.b. and A.1.c., but ada. We assume no responsibility for the only: furnishing of certificates of insurance, or a. If that "auto" is covered,"auto"for Compre- for compliance in any way with the laws hensive Coverage under this policy; of other countries relating to insurance. b. The airbags are not covered under any war- G. WAIVER OF DEDUCTIBLE—GLASS ranty; and The following is added to Paragraph D., Deducti- c. The airbags were not intentionally inflated. ble, of SECTION III — PHYSICAL DAMAGE We will pay up to a maximum of $1,000 for any COVERAGE: one'loss". No deductible for a covered "auto" will apply to L. NOTICE AND KNOWLEDGE OF ACCIDENT OR glass damage if the glass is repaired rather than LOSS replaced. The following is added to Paragraph A:2.a., of H. HIRED AUTO PHYSICAL DAMAGE —LOSS OF SECTION IV—BUSINESS AUTO CONDITIONS: USE—INCREASED LIMIT Your duty togive-usor our authorized re_presenta- The following replaces the last sentence of Para- tive prompt notice of the "accident" or"doss' ap- grapb AAb., Loss Of Use Expenses, of SEC- plies only when the"accident' or 'loss" is known TION III—PHYSICAL DAMAGE COVERAGE: to: However, the most we will pay for any expenses (a) You (if you are an individual); for loss of use is $65 per day, to a maximum of (b) Apartner(if you are a partnership); $750 for any one"accident'. (c) A member (if you are a limitedliability com- l. PHYSICAL DAMAGE — TRANSPORTATION pany); EXPENSES—INCREASED LIMIT (d) An executive officer, director or insurance The following.replaces the first sentence in Para- manager (if you are a corporation or other or- graph AA.a., Transportation Expenses, of ganization); or SECTION III - PHYSICAL DAMAGE COVER- (e) Any "employee" authorized by you to give no- AGE: tice of the"accident'or"loss". We will pay up to $50 per day to a maximum of M. BLANKET WAIVER OF SUBROGATION $1,500 for temporary transportation expense in- The following replaces Paragraph A.S., Transfer curred by you because of the total theft of a cov- Of.RightsOfRecovery Against Others To Us; ered "auto"of the private passenger type. of SECTION IV — BUSINESS AUTO CONDI- J. PERSONAL PROPERTY TIONS: The following is added to Paragraph AA., Cover- S. Transfer Of Rights Of Recovery Against ,age Extensions, of SECTION III — PHYSICAL Others To Us DAMAGE COVERAGE: Wewaive;any right of recovery we may have Personal Property against any person or organizationto the ex- tent required of you by a written_ contract We will pay up to $400 for "foss" to wearing ap- signed and executed prior to any "accident' parel and other personal property which is: or"loss", provided that the"accident"or"loss" (1) Owned by an "insured"; and arises out of operations contemplated by CA T3 53 02 15 ©2015 The Travelers Indemnity Company.All rights reserved. Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL AUTO .such contract. The waiver applies only to the The unintentional omission of, or unintentional person or organization designated in such error in, any information given by, you shall not contract, prejudice your rights under this insurance. How- N. UNINTENTIONAL ERRORS OR OMISSIONS ever this provision does not affect our right to col- The-following is added to Paragraph B.2., Con- lect additional premium or exercise our right of cealment, Misrepresentation, Or Fraud, of cancellation or non-renewal. SECTION IV—BUSINESS AUTO CONDITIONS: Page'4 of 4 ©2015 The TravelersIndemnitycompany.All rights reserved. CA T3 53 02 15 Includes copyrighted material of Insurance services Office, Inc.with its permission. Policy No. C076391_491 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE'READ IT CAREFULLY BLANKET ADDITIONAL INSURED (CONTRACTORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. WHO IS AN INSURED—(Section ll) is amended c) The insurance provided to the additional in- to include any person or organization that you sured does not apply to "bodily injury" or agree in a "written contract requiring insurance' "property damage" caused by "your work"" to include as an additional insured on this Cover- and included in the "products'completed op- age Part, but: erations hazard" unless the "written contract a) Only with respect to liability for"bodily injury", requiring insurance" specifically requires you "property damage"or"personal injury",.and to provide such coverage for-that additional insured, and then the.insurance,provided to b) If, and only to the extent that, the injury or the additional insured applies only to such damage is caused by acts or omissions of "bodily injury" or "property damage" that oc- you or your subcontractorin the performance curs before the end of the period of time for of "your work" to.which the "written contract which the "written contract requiring insur- requiring insurance" applies. The person or ance" requires you to provide such coverage organization does not qualify as an additional or the end of the policy period, whichever is insured with respect to the independent acts earlier. or omissions of such person or organization. 3. The insurance provided to the additional,insured 2. The insurance provided to the additional insured by this endorsement is excess over any valid-,and by this endorsement is limited as follows: collectible "other insurance", whether primary, a) In the event that the Limits of Insurance of excess, contingent or on any other basis, that is this Coverage Partshown in the Declarations available to the additional insured for a loss we exceed the limits of liability required by the cover under this endorsement. However, if the "written contract requiring insurance", the in- "written contract requiring insurance' specifically surance provided to the additional insured requires that this insurance apply on a primary shall be limited to the limits of liability re- basis or a primary and non-contributory basis, quired by that "written contract requiring in- this insurance is primary to "other insurance" surance". This endorsement shall not in- available to the additional insured which covers crease the limits of insurance described in that person or organization as;anamed insured Section III—Limits Of Insurance. for such loss, and we will notshare with that b) The insurance provided to the additional in- "other insurance". But the insurance provided to sured does not apply to "bodily injury", "prop- the additional insured by this endorsement still is erty damage" or "personal injury" arising out excess over any valid and collectible "other in- of the rendering of, or failure to render, any surance", whether primary, excess, to the ad or professional architectural, engineering or sur- on any other basis, that is available to iia on is veying services, including: an adnsonalured insured that personor'drgther in ur- an additional insured under such "other insur- i. The preparing, approving, or failing to ante". prepare or approve, maps, shop draw- 4. As a condition of coverage provided to the ings, opinions, reports, surveys, field or- additional insured by this endorsement: ders or change orders, or the preparing, approving, or failing to prepare or ap- a) The additional insured must give us written prove, drawings.and specifications; and notice as soon as practicable of an "occur- Supervisory, rence" or an offense which may result in a ii. Su p ry, inspection, architectural or claim. To the extent possible, such notice engineering activities. should include: CG D2 46 08 05 ©2005 The St. Paul Travelers Companies, Inc. Page 1 of 2 COMMERCIAL GENERAL LIABILITY I. How, when and where the "occurrence" any provider of"other insurance"which would or offense took place; cover the additional insured for a loss we it. The names and addresses of any injured cover under this endorsement. However, this persons and witnesses; and condition does not affect whether the insur- ance provided to the additional insured by iii. The nature and location of any injury or this endorsement is primary to, "other insur- damage arising out of the"occurrence"or ante" available to the additional insured offense. which covers that person or organization as a b) If a claim is made or "suit" is brought,against named insured as described in paragraph 3. the additional insured, the additional insured above. must: 5. The following definition is added to.SECTION V. L Immediately record the specifics of the —DEFINITIONS: claim or"suit"and the date received; and "Written contract requiring insurance' means ii. Notify us as soon as practicable. that part of any written contract or agreement The additional insured must see to it that we under which you are required to include a receive written notice of the claim or "suit" as person or organization as an additional in- sured on this Coverage .Part, provided that the "bodily injury" and "property damage" oc- c) The additional insured must immediately curs and the "personal injury" is{caused by an send us copies of all legal papers received in offense committed: connection with the claim or "suit", cooperate a. After the.signing and execution of the with us in the investigation or settlement of contract or agreement by you; the claim or defense against the "suit", and otherwise comply with all policy conditions. b. While that part of the contract or d) The additional insured must tender the de- agreement is in effect; and 'fenseand indemnity of any claim or "suit" to c. Before the end of the policy period. Page 2 of 2 0'2005 The St. Paul Travelers Companies, Inc. CG D2 46 08 05 POLICY NUMBER: C076391_491 and BAOL652049 ISSUE DATE: 11-01-19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED ENTITY - NOTICE OF CANCELLATION/NONRENEWAL PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: Number of Days Notice of Cancellation: 30 NONRENEWAL: Number of Days Notice of Nonrenewal: 30 PERSON OR ORGANIZATION: ANY PERSON OR ORGANIZATION THAT IS A CERTIFICATE HOLDER OF A CERTIFICATE OF INSURANCE ISSUED FOR YOU THAT: 1. REFERS TO THIS POLICY AND STATES THAT NOTICE OF CANCELLATIONOR NONRENEWAL OF THIS POLICY WILL BE PROVIDED TO THAT PERSON OR ORGANIZATION; AND 2. IS IN EFFECT, AND IS ON FILE AT THE OFFICE OF YOUR AGENT OR BROKER FOR THIS POLICY, AT THE TIME OF THE CANCELLATION OR NONRENEWAL. ADDRESS: THE ADDRESS SHOWN FOR THAT PERSON OR ORGANIZATION IN THAT CERTIFICATE OF INSURANCE. PROVISIONS: A. If we cancel this policy for any statutorily permit- B. If we decide to not renew this policy for any.statu- ted reason other than nonpayment of premium, torily permitted reason, and a number of days is and a number of days is shown for cancellation in shown for nonrenewal in the schedule above, we the schedule above, we will mail notice of cancel- will mail notice of the nonrenewal tothe person or lation to the person or organization shown in the organization shown in the schedule above. We. schedule above. We will mail such notice to the will mail such notice to the address shown in the address shown in the schedule above at least the schedule above at .least the number of days number of days shown for cancellation in the shown for nonrenewal intheschedule above be- schedule above before the effective date of can- fore the expiration date. cellation. IL T4 00 12 09 ©2009 The Travelers Indemnity Company Page 1 of 1 TR Pi A�r�Cc��AW WORKERS COMPENSATION E AND' ONE TOWER SQUARE EMPLOYERS LIABILITY POLICY HARTFORD CT 06183 ENDORSEMENT WC 99 06 R3 (00) - 001 POLICY NUMBER: UB7J948156 NOTICE OF CANCELLATION TO DESIGNATED PERSONS OR ORGANIZATIONS The following is added to PART SIX—CONDITIONS : Notice Of Cancellation To Designated Persons Or Organizations If we cancel this.policy for any reason_other than non-payment of premium by you, we will provide notice of such cancellation to each person or organization designated in the Schedule below. We will mail or deliver such notice to each person or organization at its listed address at least the number of days shown for that person or organiza- tion before the cancellation is to take effect. You are responsible for providing us with the information necessary to accurately complete the Schedule below. If we cannot mail or deliver a notice of cancellation to a designated person or organization because the name or address of such designated person or organization provided to us is not accurate or complete, we have no responsibility to mail, deliver or otherwise notify such designated person or organization of the cancellation. SCHEDULE Name and Address of Designated Persons or Organizations: Number of Days Notice ANY PERSON OR ORGANIZATION WITH WHOM YOU HAVE AGREED IN A WRITTEN 30 CONTRACT THAT NOTICE OF CANCELLATION OF THIS POLICY WILL BE GIVEN ,BUT ONLY IF: 1. YOU SEE TO IT THAT WE RECEIVE A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, INCLUDING THE NAME AND ADDRESS OF SUCH PERSON OR ORGANIZATION, AFTER THE FIRST NAMED INSURED RECEIVES NOTICE FROM US OF THE CANCELLATION OF THIS POLICY,AND 2.WE RECEIVE SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THE BEGINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN IN THIS ENDORSEMENT. ADDRESS. THE ADDRESS FOR THAT PERSON OR ORGANIZATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US. All other terms and conditions of this policy remain unchanged. 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 Policy No. Endorsement No. Insured Premium $ Insurance Company Countersigned by DATE OF ISSUE: 11-01-19 ST ASSIGN:c Page 1 of 1 2013 The Travelers Indemnity Company.All rights reserved.