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Agenda Packet_10262020
A G E N D A MEETING OF THE CITY COUNCIL Monday,October 26,2020 ~7:00 PM ALL COUNCIL MEMBERS AND STAFF WILL PARTICIPATE VIA TELECONFERENCE SCHELLY SUSTARSIC MAYOR Fourth District JOE KALMICK MAYOR PRO TEM First District THOMAS MOORE COUNCIL MEMBER Second District MIKE VARIPAPA COUNCIL MEMBER Third District SANDRA MASSA-LAVITT COUNCIL MEMBER Fifth District This Agenda contains a brief general description of each item to be considered.No action or discussion shall be taken on any item not appearing on the agenda,except as otherwise provided by law.Supporting documents,including agenda staff reports,and any public writings distributed by the City to at least a majority of the Council Members regarding any item on this agenda are available for review on the City’s website at www.sealbeachca.gov. City Council meetings are broadcast live on Seal Beach TV3 and on the City's website www.sealbeachca.gov).Check the SBTV3 schedule for rebroadcast of —meetings are available on-demand on the website (starting 2012).meeting In compliance with the Americans with Disabilities Act of 1990,if you require disability -related modification or accommodation to attend or participate in this meeting,including auxiliary aids or services,please call the City Clerk' s office at (562)431 -2527 at least 48 hours prior to the meeting. NOTICE REGARDING PUBLIC OBSERVATION AND PARTICIPATION IN THE CITY COUNCIL MEETING To comply with Governor Newsom’s Executive Order N-29-20 and the Amended Order and Guidance of the Orange County Health Officer issued March 18,2020 the City of Seal Beach hereby gives notice of the “means by which members of the public may observe the meeting and offer public comment”for the City Council meeting on October 26,2020.Due to the need for social distancing and the prohibition on public gatherings set forth in the County Health Officer’s Order,all participation in the above-referenced meeting will be by teleconference for the Members of the City Council and staff. Because of the unique nature of the emergency there will NOT be a physical meeting location and all public participation will be electronic. PUBLIC COMMENT:Members of the public may submit comments on any item ON this City Council meeting agenda via email to the City Clerk at gharper@sealbeachca.gov or via the comment icon through the online portal at https://www.sealbeachca.gov/Government/Agendas-Notices-Meeting-Videos/Council- Commission-Meetings .All email comments the City Clerk receives before the start of the meeting will be posted on the City website and distributed to City Council.Email comments received after that time will be posted on the City’s website and forwarded to the City Council after the meeting. THIS NOTICE AND ELECTRONIC PARTICIPATION PROVISIONS SET FORTH IN THIS NOTICE ARE PROVIDED PURSUANT TO SECTION 3 OF EXECUTIVE ORDER N-29-20. CALL TO ORDER COUNCIL ROLL CALL APPROVAL OF AGENDA &WAIVER OF FULL READING OF RESOLUTIONS ORDINANCES By motion of the City Council this is the time to notify the public of any changes to the agenda and /or rearrange the order of the agenda. PRESENTATIONS /RECOGNITIONS •Seal Beach COVID-19 Local Emergency Review •2020-21 Residential Parking Permit Program Update •Red Ribbon Week –Southeast Young Marine Program,October 23rd –31st •National Nurse Practitioner Week Proclamation,November 8th –14th PUBLIC COMMUNICATIONS (VIA EMAIL ONLY) At this time members of the public may address the Council regarding the items on this City Council agenda.Pursuant to the Brown Act,the Council cannot discuss or take action on any items not on the agenda unless authorized by law. Those members of the public wishing to provide comment are asked to send comments via email to the City Clerk at gharper@sealbeachca.gov or via the comment icon on the City website at https://www.sealbeachca.gov/Government/Agendas-Notices-Meeting- Videos/Council-Commission-Meetings before 6 pm on October 26,2020.Comments provided via email will be posted on the City website for review by the public.Any documents for review should be sent to the City Clerk prior to the meeting for distribution. CITY ATTORNEY REPORT Craig A.Steele,City Attorney CITY MANAGER REPORT Jill R.Ingram,City Manager COUNCIL COMMENTS General Council Member comments and reporting pursuant to AB 1234. COUNCIL ITEMS –None CONSENT CALENDAR Items on the consent calendar are considered to be routine and are enacted by a single motion with the exception of items removed by Council Members. A.Approval of the September 28,2020 City Council Minutes -That the City Council approve the minutes of the Closed Session and Regular City Council meeting held on September 28,2020. B.Demands on City Treasury (Fiscal Year 2021)–October 26,2020 -Ratification. C.Monthly Investment Report –September 30,2020 -Receive and File. D.Report of City Manager and Department Heads Authorized Contracts -That the City Council receive and file the report. E.Approving Amendment No.1 to the Professional Services Agreement with Raftelis Financial Consultants,Inc.for the Water and Sewer Utility Rate Study -That the City Council adopt Resolution 7078:1.Approving Amendment No.1 to the Professional Services Agreement dated November 12,2019 between the City of Seal Beach and Raftelis Financial Consultants,Inc.to increase consultant’s compensation by $27,571 for a revised total agreement amount not-to-exceed $122,704 for the preparation of the Water Rate Study and Sewer Utility Rate Study and extend the end date of the agreement term to July 1,2021;and,2.Authorizing the City Manager to Execute Amendment No.1. F.Approving Amendment No.2 to the Professional Services Agreement with Dixon Resources Unlimited,for On-Call Parking Support Services -That the City Council adopt Resolution 7079:1.Approving Amendment No.2 to the Professional Services Agreement dated July 22,2019,with Dixon Resources Unlimited to increase compensation by $40,000 for a revised total contract not- to-exceed amount of $85,000 for additional on-call parking support services; and,2.Authorizing the City Manager to Execute Amendment No.2. G.Approving and Authorizing a Professional Services Agreement with Engineering Solutions Services,Inc.for Grant Writing and Management Services -That the City Council adopt Resolution 7080:1.Approving and awarding a Professional Services Agreement with Engineering Solutions Services,Inc.in a not-to-exceed amount of $120,000 to provide grant writing and management services;and,2.Authorizing and directing the City Manager to execute the Agreement;and,3.Authorizing the City Manager the option to execute a professional services agreement amendment to extend the Agreement up to two (2)additional one-year terms after its original term for a not-to-exceed amount of $60,000 per additional term. H.Approving Amendment No.2 to the Professional Services Agreement with W.G.Zimmerman Engineering,Inc.for the OCTA I-405 Improvement Project -That the City Council adopt Resolution 7081:1.Approving Amendment No.2 to the Professional Services Agreement dated April 23,2018,with W.G. Zimmerman Engineering,Inc.to increase compensation by $100,000 for a revised total contract not-to-exceed amount of $250,000 for additional OCTA I-405 Improvement Project consultant services;and,2.Authorizing the City Manager to execute Amendment No.2. I.Award to and Authorize Execution of a Public Works Agreement with All American Asphalt for FY 2019-2020 Arterial Street Resurfacing Program, CIP ST2003 -That the City Council adopt Resolution 7082:1.Approving plans, specifications,and contract documents for the FY 2019-2020 Arterial Street Resurfacing Program,CIP ST2003;and,2.Approving and awarding a public works agreement to All American Asphalt,in the amount of $199,531.50,and waive minor bid irregularities;and,3.Authorizing the City Manager to execute the public works agreement to All American Asphalt;and,4.Authorizing the City Manager to approve additional work requests up to $25,000 and inspection services up to $20,000 in connection with the Project,in the cumulative not-to- exceed amount of $45,000. J.Award to and Authorize Execution of a Public Works Agreement with All American Asphalt for FY 2020-2021 Annual Slurry Seal Program,CIP ST2101 -That the City Council adopt Resolution 7083:1.Approving plans, specifications,and contract documents for the FY 2020-2021 Annual Slurry Seal Program,CIP ST2101;and,2.Approving and awarding a public works agreement to All American Asphalt,in the amount of $205,670.45,and waive minor bid irregularities and reject all other bids;and,3.Authorizing the City Manager to execute the public works for the FY 2020-2021 Annual Slurry Seal Program to All American Asphalt;and,4.Authorizing the City Manager to approve additional work requests up to $18,000 and inspection services up to $9,000 in connection with the Project,in the cumulative not-to-exceed amount of $27,000. ITEMS REMOVED FROM THE CONSENT CALENDAR PUBLIC HEARING –None UNFINISHED /CONTINUED BUSINESS –None NEW BUSINESS K.FY 2020-2021 Quarterly Budget -Update. ADJOURNMENT Adjourn the City Council to Monday,November 9,2020 at 5:30 p.m.to meet in closed session,if deemed necessary. Agenda Item A AGENDA STAFF REPORT DATE:October 26, 2020 TO:Honorable Mayor and City Council THRU:Jill R. Ingram, City Manager FROM:Gloria D. Harper, City Clerk SUBJECT:Approval of the September 28, 2020 City Council Minutes ________________________________________________________________ SUMMARY OF REQUEST: That the City Council approve the minutes of the Closed Session and Regular City Council meeting held on September 28, 2020. BACKGROUND AND ANALYSIS: This section does not apply. ENVIRONMENTAL IMPACT: There is no environmental impact related to this item. LEGAL ANALYSIS: No legal analysis is required for this item. FINANCIAL IMPACT: There is no financial impact for this item. STRATEGIC PLAN: This item is not applicable to the Strategic Plan. MEASURE BB: This item is not applicable to Measure BB, the Seal Beach Neighborhood and Essential Services Protection Measure. Page 2 8 5 2 RECOMMENDATION: That the City Council approve the minutes of the Closed Session and Regular City Council meeting held on September 28, 2020. SUBMITTED BY: NOTED AND APPROVED: Gloria D. Harper Jill R. Ingram Gloria D. Harper, City Clerk Jill R. Ingram, City Manager Prepared by: Dana Engstrom, Deputy City Clerk ATTACHMENTS: A. Minutes - Closed Session B. Minutes - Regular Session 5 4 6 2 Seal Beach, California September 28, 2020 The City Council met in Closed Session at 6:30 p.m. via teleconference. ROLL CALL Present: Mayor Sustarsic Council Members: Varipapa, Kalmick, Massa-Lavitt, Moore Absent: None City Staff: Craig A. Steele, City Attorney Jill R. Ingram, City Manager Patrick Gallegos, Assistant City Manager Phil Gonshak, Police Chief, Seal Beach Police Department Les Johnson, Director of Community Development Gloria D. Harper, City Clerk ORAL COMMUNICATIONS Mayor Sustarsic opened oral communications. City Clerk Harper announced that one (1) email communication was received. Mayor Sustarsic then closed oral communications. CLOSED SESSION A. Conference with Chief of Police and City Attorney regarding potential threats to the security of public facilities and essential public services posed by the spread of the COVID-19 virus pursuant to Government Code Section 54957(a). ADJOURNMENT Mayor Sustarsic adjourned the Closed Session meeting at 7:00 p.m. Gloria D. Harper, City Clerk City of Seal Beach Approved: Schelly Sustarsic, Mayor Attested: Gloria D. Harper, City Clerk Seal Beach, California September 28, 2020 The City Council met in Regular Session at 7:05 p.m. via teleconference. ROLL CALL Present: Mayor Sustarsic Council Members: Kalmick, Massa-Lavitt, Moore, Varipapa Absent: None City Staff: Craig A. Steele, City Attorney Jill R. Ingram, City Manager Patrick Gallegos, Assistant City Manager Phil Gonshak, Police Chief, Seal Beach Police Department Joe Bailey, Chief, Marine Safety Department Steve Myrter, P.E., Director of Public Works Les Johnson, Director of Community Development Kelly Telford, Director of Finance/City Treasurer Gloria D. Harper, City Clerk Dana Engstrom, Deputy City Clerk Ron Roberts, OCFA Fire Chief APPROVAL OF AGENDA & WAIVER OF FULL READING OF RESOLUTIONS AND ORDINANCES City Clerk Harper announced that seven (7) supplemental communications were received after the posting of the agenda regarding various agenda items that were distributed to City Council and made available to the public. Council Member Moore moved, second by Council Member Varipapa to approve the agenda. City Clerk Harper took a roll call vote to approve the agenda. AYES: Kalmick, Massa-Lavitt, Moore, Sustarsic, Varipapa NOES: None ABSENT: None ABSTAIN: None Motion carried PRESENTATIONS / RECOGNITIONS Seal Beach COVID-19 Local Emergency Review Southern California Edison Presentation Fire Prevention Week Proclamation 5 4 7 8 ORAL COMMUNICATIONS Mayor Sustarsic opened oral communications. City Clerk Harper announced that one (1) email communication was received and distributed to Council via email and uploaded to the City’s website. Mayor Sustarsic then closed oral communications. CITY ATTORNEY REPORT Due to a connection issue, City Manager Ingram reported on behalf of City Attorney Steele that prior to the meeting City Council met in closed session to discuss the item on the posted agenda and indicated the City Council took no reportable action. CITY MANAGER REPORT City Manager Ingram reported that the City will be reopening the cooling centers in preparation for the predicted heat wave. Additionally, she introduced Community Development Director Johnson who provided an update on the six (6) month business marketing campaign “Hold Fast Seal Beach.” He indicated that Market Snag was selected as a local business to promote this effort. The objective of the campaign is to promote Seal Beach businesses during COVID-19 by letting the community and region know businesses are open and ready to serve customers. Director Johnson discussed the scope of the program, status of the campaign, next steps, and encouraged the support of local businesses especially during the upcoming holidays. COUNCIL COMMENTS Council Member Moore thanked Southern California Edison for the update tonight. He indicated that he attended an Orange County Fire Authority meeting where they announced the purchase of a CH 47 helitanker to assist with the wildfires. He thanked staff for the marketing effort “Hold Fast Seal Beach” and indicated he feels it has been very well done. He thanked Public Works and Recreation staff for their work on the new fence in College Park West. Additionally, he thanked a Leisure World resident for their suggestion regarding the use of recycle bins for used fishing lines on the pier. Council Member Varipapa indicated he received a lot of positive feedback regarding the dining parklets. He thanked Director Johnson and staff for their continued efforts in this ongoing endeavor to support businesses. He reminded residents that school is now back in session and to drive safe and not speed. Council Member Massa-Lavitt indicated that she attended the Orange County Sanitation District meeting and reported that the District continues to monitor Seal Beach waste. She announced that the District has a lot of ongoing construction projects and noted they purchase local products whenever possible to support the local economy. She also attended an Orange County Vector Control District meeting and noted the importance of taking care of your environment, as mosquitos are very active this year and that a lot of people are getting bitten. 5 4 7 8 Mayor Pro Tem Kalmick noted that he would like to agendize an item at a future meeting regarding the possibility of building a parking structure adjacent to Fire Station #44 on Central Avenue as well as updating the Fire Station facility simultaneously for better use of the space on the lot. Mayor Sustarsic indicated she continues to participate in her weekly Mayor’s calls. She thanked Public Works staff for meeting with her to discuss upcoming projects. Additionally, she met with Chamber President Rob Jahncke to discuss how things are going on Main Street. She watched the seminar “Protect the Vote” sponsored by Senator Tom Umberg. She introduced the “Mask Up to Open Up” video which she participated in with all Orange County mayors to encourage residents in Orange County to wear a mask. COUNCIL ITEMS There were no Council items. CONSENT CALENDAR Council Member Moore moved, second by Council Member Massa-Lavitt, to approve the recommended actions on the consent calendar. A. Approval of the September 14, 2020 City Council Minutes - That the City Council approve the minutes of the Closed Session and Regular City Council meeting held on September 14, 2020. B. Demands on City Treasury (Fiscal Year 2021) – September 28, 2020 - Ratification. C. Monthly Investment Report – August 31, 2020 - Receive and File. D. Acceptance of 2020-2021 State Department of Alcoholic Beverage Control Grant Monies (ABC Grant) - That the City Council adopt Resolution 7073: 1. Authorizing the City of Seal Beach, through the Seal Beach Police Department, to enter into a contract between the City of Seal Beach and the State of California Department of Alcoholic Beverage Control; and, 2. Therefore, allowing the City Manager or her designee to execute on behalf of the City of Seal Beach all contracts and proposals including any extensions or amendments thereof and any subsequent contract with the State in relation thereto; and, 3. $45,000 in revenue was included in the 2020/2021 Budget. E. Agreement for Sharing Consultant Costs for the 2019 America’s Water Infrastructure Act’s Compliance Risk and Resiliency Assessments and Emergency Response Plans with the Municipal Water District of Orange County - That the City Council adopt Resolution 7074: 1. Approving the “Agreement for Sharing Consultant Costs for 2019 AWIA Compliance Risk and Resiliency Assessments and Emergency Response Plans for Participating Agencies (Phases II and III)” with the Municipal Water District of Orange County (MWDOC) for a cost of $115,000; and, 2. Authorizing and directing the City Manager to execute the Agreement; and, 3. Approving Budget Amendment BA 21-03-01 in the amount of $45,666. 5 4 7 8 F. Approving Amendment No. 1 to the Professional Services Agreement with Ardurra Group, Inc. dba AndersonPenna Partners, Inc., for On-Call Professional Inspection Services - That the City Council adopt Resolution 7075: 1. Approving Amendment No. 1 to the Professional Services Agreement dated July 22, 2019, with Ardurra Group, Inc. dba AndersonPenna Partners, Inc., to increase compensation by $500,000 for a revised total contract not-to-exceed amount of $740,000 for additional on-call professional inspection services; and, 2. Authorizing the City Manager to Execute Amendment No. 1. G. Award to and Authorize Execution of a Construction Contract with ABM Industries, Inc., dba ABM Electrical & Lighting Solutions Inc. for the Almond Park Lighting Improvements Project, CIP PR2103 - That the City Council adopt Resolution 7076: 1. Approving the plans, specifications, and contract documents for the Almond Park Lighting Improvements Project, CIP PR2103; and, 2. Approving and awarding a construction contract to ABM Industries, Inc. dba ABM Electrical & Lighting Solutions Inc. (ABM) in the amount of $159,898.82 to construct the Almond Park Lighting Improvements pursuant to the exemption from competitive bidding requirements set forth in Seal Beach Municipal Code Section 3.20.025(D); and, 3. Authorizing the City Manager to execute the agreement for construction services to ABM; and, 4. Authorizing the City Manager to approve additional work requests up to $16,000 in connection with the Project; and, 5. Approving Budget Amendment BA 21-03-03 in the amount of $176,000 for the Almond Park Lighting Improvements Project, CIP PR2103. City Clerk Harper took a roll call vote to approve the consent calendar items. AYES: Kalmick, Massa-Lavitt, Sustarsic, Moore, Varipapa NOES: None ABSENT: None ABSTAIN: None Motion carried ITEMS REMOVED FROM CONSENT CALENDAR There were no items removed from the consent calendar. PUBLIC HEARING There were no public hearing items. UNFINISHED/CONTINUED BUSINESS H. A Resolution of the Seal Beach City Council Approving Amendment No. 1 to the Agreement with Consolidated Disposal Service, LLC, for an Adjustment in the Residential Green Waste Recycling Processing Rate; Authorizing and Allocating Funds to Compensate Republic Services for Processing Green Waste; Approving and Amending the Existing Scope of Work with HF&H and Authorizing the City Manager to Execute Necessary Documents on Behalf of the City - That the City 5 4 7 8 Council adopt Resolution 7077: 1. Approving Amendment No. 1 (“Amendment”) to the Agreement between the City of Seal Beach and Consolidated Disposal Service, LLC, dba Republic Services (“Collection Agreement”) approving rate adjustment of $0.65 per unit per month to the service component of the basic residential and multi-family rates; and 2. Authorizing the City Manager to execute Amendment No. 1; and 3. Allocating funds in the not-to-exceed amount of $34,000 to compensate Republic Services for the processing of the City’ green waste per AB 1594; and 4. Authorizing staff to amend the scope of work of the Professional Services Agreement with HF&H. Assistant City Manager Patrick Gallegos provided a comprehensive presentation on this item and introduced Republic Services General Manager Chris Kentopp and Municipal Relations Manager Manual Gouveia who assisted in addressing Council member questions. Mayor Pro Tem Kalmick moved, second by Council Member Massa-Lavitt, to adopt Resolution 7077: 1. Approving Amendment No. 1 (“Amendment”) to the Agreement between the City of Seal Beach and Consolidated Disposal Service, LLC, dba Republic Services (“Collection Agreement”) approving rate adjustment of $0.65 per unit per month to the service component of the basic residential and multi-family rates; and, 2. Authorizing the City Manager to execute Amendment No. 1; and, 3. Allocating funds in the not-to-exceed amount of $34,000 to compensate Republic Services for the processing of the City’ green waste per AB 1594; and, 4. Authorizing staff to amend the scope of work of the Professional Services Agreement with HF&H. Item 4, authorizing staff to amend the scope of work of the Professional Services Agreement with HF&H, was removed by staff from the approved Staff Report prior to the Council meeting, and Resolution 7077 and will be brought back for Council approval at a future meeting. City Clerk Harper took a roll call vote to approve Item H. AYES: Kalmick, Massa-Lavitt, Sustarsic, Moore, Varipapa NOES: None ABSENT: None ABSTAIN: None Motion carried I. 5-Year CIP - Discussion. City Manager Ingram provided some introductory comments regarding the context of tonight’s discussion prior to turning the discussion over to Public Works Director Steve Myrter and Director of Finance/City Treasurer Kelly Telford. At the conclusion of the FY 2020-2021 budget workshops, staff indicated that they would come back to the Council within a few months to further discuss the 5-Year CIP Program and proposed future projects and seek direction. With respect to two of those projects, the Lifeguard Headquarters/PD Substation Replacement and Tennis Center Locker Room projects, 5 4 7 8 the Council adopted the FY 2020-2021 Annual Budget with only the one-year proposed CIP projects, including design expenditures for both of these projects, with staff’s commitment that staff would not move forward with those design expenditures until the Council and staff had a more in depth discussion of the 5-Year CIP Program and received direction from the Council. However, staff has spent a significant amount of time over the past few months discussing these projects in much greater detail with the project teams in preparation for tonight’s presentation, and as a result, tonight staff is not requesting any action or direction from the Council with respect to the 5-Year CIP Program. Tonight’s goal is to present and discuss five high priority projects within the 5-Year CIP Program, and for the Council to have a good grasp of those proposed projects and why staff believes they are necessary to start planning for now, as well as the financial challenges and potential financing options. Staff’s recommendation following the presentation and discussion is for the Council and staff to facilitate a more in-depth discussion of these projects and financial challenges at the next Strategic Planning meeting. City Manager Ingram thanked Griffin Structure Vice President and Project Manager Dustin Alamo for joining the meeting to assist staff on the call this evening to address any of Council’s questions. Director of Finance/City Treasurer Kelly Telford discussed the General Fund available balance, 5-Year CIP funding overview, unfunded Capital Projects, Specific Capital Projects (Tennis Center locker room/gym building, Pier abutment improvements, Main Street Improvement Program, Lifeguard Headquarters/PD Substation, and the community pool). Director of Public Works Steve Myrter provided extensive details on the following projects; Tennis Center locker room/gym building, Pier abutment improvements, Main Street Improvement Program, Lifeguard Headquarters/PD Substation, and the community pool. Griffin Structure Vice President and Project Manager Dustin Alamo provided details on the process and cost estimates for the Lifeguard Headquarters/PD Substation and the community pool projects. Council Members individually provided comments regarding each of the proposed discussed projects. Mayor Sustarsic indicated this item was received and filed. NEW BUSINESS J. Report on Orange County Vote Centers and Ballot Drop Box in Seal Beach - That the City Council receive and file the report. 5 4 7 8 City Clerk Gloria Harper provided a comprehensive presentation on this item and addressed Council Member questions. This item was received and filed. ADJOURNMENT Mayor Sustarsic adjourned the City Council at 9:38 p.m. to Monday, October 12, 2020 at 5:30 p.m. to meet in closed session, if deemed necessary. ______________________ Gloria D. Harper, City Clerk City of Seal Beach Approved: ___________________________ Schelly Sustarsic, Mayor Attested: ______________________ Gloria D. Harper, City Clerk Agenda Item D AGENDA STAFF REPORT DATE:October 26, 2020 TO:Honorable Mayor and City Council FROM:Jill R. Ingram, City Manager SUBJECT:Report of City Manager and Department Heads Authorized Contracts ________________________________________________________________ SUMMARY OF REQUEST: That the City Council receive and file the report. BACKGROUND AND ANALYSIS: In an effort to further increase transparency, the City Manager provides a quarterly report to the City Council that identifies all contracts executed by the City Manager within the City Manager’s authority. In that regard, the City Manager has the authority to approve and execute contracts up to an amount of $34,476. Pursuant to Seal Beach Municipal Code Section 3.20.005, the City Council authorizes the City Manager to delegate spending authority to Department Heads. Other than the Director of Public Works and the Director of Finance/City Treasurer, this authority shall not exceed $15,000 per purchase or contract. For the Director of Public Works the limit is established per the City’s Charter Section 1010. For the Director of Finance/City Treasurer, other than for Finance Department expenditures which is set at $15,000, there is additional authority to authorize purchases for City Departments up to the City Manager’s established contract signing authority. A list of contracts executed by the City Manager and Department Heads for the period of July 1, 2020 – September 30, 2020: AGREEMENT DATE DEPARTMENT VENDOR AMOUNT PURPOSE EXPIRATION DATE 07/10/2020 Public Works AGA Engineers $10,000 City-Wide Speed Survey 07/28/2021 07/31/2020 City Manager IES Communications, Inc. $1,476.88 Cabling Service Recreation Support Until Completed 08/04/2020 Community Development MarketSnag $30,000 Seal Beach Business Marketing 03/01/2021 7 4 2 Promotion 09/10/2020 Public Works GM Sager Construction $18,900 Pavement Improvement at 4800 Ironwood Ave Until Completed ENVIRONMENTAL IMPACT: There is no environmental impact related to this item. LEGAL ANALYSIS: No legal analysis is required for this item. FINANCIAL IMPACT: There is sufficient funding available in the FY 2020-2021 budget. However, as with all City Council–approved contracts, all contracts executed under staff’s contracting authority are processed internally with review/approval by the City Attorney, Director of Finance, City Manager, and City Clerk. STRATEGIC PLAN: This item is not applicable to the Strategic Plan. MEASURE BB: This item is not applicable to Measure BB, the Seal Beach Neighborhood and Essential Services Protection Measure. RECOMMENDATION: That the City Council receive and file the report. SUBMITTED BY: NOTED AND APPROVED: Gloria D. Harper Jill R. Ingram Gloria D. Harper, City Clerk Jill R. Ingram, City Manager Agenda Item E AGENDA STAFF REPORT DATE:October 26, 2020 TO:Honorable Mayor and City Council THRU:Jill R. Ingram, City Manager FROM:Steve Myrter, P.E., Director of Public Works SUBJECT:Approving Amendment No. 1 to the Professional Services Agreement with Raftelis Financial Consultants, Inc. for the Water and Sewer Utility Rate Study ________________________________________________________________ SUMMARY OF REQUEST: That the City Council adopt Resolution 7078: 1. Approving Amendment No. 1 to the Professional Services Agreement dated November 12, 2019 between the City of Seal Beach and Raftelis Financial Consultants, Inc. to increase consultant’s compensation by $27,571 for a revised total agreement amount not-to-exceed $122,704 for the preparation of the Water Rate Study and Sewer Utility Rate Study and extend the end date of the agreement term to July 1, 2021; and, 2. Authorizing the City Manager to Execute Amendment No. 1. BACKGROUND AND ANALYSIS: Raftelis Financial Consultants (Raftelis) was awarded a Professional Service Agreement (PSA) to prepare the City of Seal Beach Water, and Sewer Utility Rate Study (Study) at the November 12, 2019 City Council Meeting in the amount of $95,133. This PSA is a not-to-exceed time and materials agreement based on Raftelis’ estimated effort to complete the Study in accordance with the City’s initial anticipated Study’s scope of services contained as Exhibit A of the attached Raftelis PSA. Due to unforeseen challenges, the Raftelis team was required to expend additional staff time in order to complete the Cost of Service Analysis, the Rate Design Analysis, and the Customer Impacts and Sensitivity Analysis portions of the Study. Raftelis is requesting additional compensation in the amount of $16,168 to complete the remaining Water Rate Study outstanding items and $11,403 to complete the remaining Sewer Rate Study items resulting in a total amended PSA fee of $27,571 and increasing the total not-to-exceed agreement amount to $122,704. These unforeseen challenges are summarized as follows: Page 2 8 5 3 City’s Existing Water and Sewer Account Usage Digital Data Base The development of detailed and accurate computer modeling was essential for the completion of the various analyses described above for both the Water Utility and the Sewer Utility. During the development of these excel based dynamic rate models, the City’s water and sewer account data bases were extremely difficult to categorize and access for modeling purposes due to the age of the City’s existing utility billing system including having to sort out the many unconnected utility accounts to the City utility account data base. Another major challenge was the inability of the existing water customer data base to distinguish between a single-family (SFR) and multi-family (MFR) accounts. This major utility customer data base deficiency did not allow Raftelis to create an equitable MFR tiered classification that would account for the number of dwelling units per MFR account. As a result of these utility data base challenges, the only feasible alternative at the time was to direct Raftelis to proceed with the study effort using a uniformed rate design that would group SFR and MFR residential customers into one customer classification. Shortly after completion of the uniformed water rate and sewer rate design work the Study was suspended due to the onset of the COVID19 pandemic and corresponding statewide shut down order. It was during this time period that Staff was ultimately able to find a solution to the challenge of categorizing the existing residential customer water usage data base into SFR and MFR accounts, as well as to account for the number of dwelling units per MFR parcel. To ensure the final water rate design would yield, to the fullest extent possible, fair and equitable rates to all the City’s water customers, staff directed Raftelis to revise the newly created residential uniformed rate designs, including the corresponding rate model and cost of service study, to a customer class based tiered water rate design to include separate SFR and MFR customer classes. The decision by staff to incorporate tiered SFR and MFR customer classifications within the final water rate design required that the newly created sewer rate design be revised to reflect the inclusion of a now separate MFR customer classification. In addition, as a result of the City’s current unconventional sewer rate structure and the unanticipated challenges it presented, it was necessary for Raftelis to develop/explore additional alternative sewer rate design scenarios to ensure that significant bill impacts were kept to an absolute minimum for certain MFR and Commercial customer classes. Comprehensive Bill Impacts and Bill Frequency Analyses: Typically rate studies include Bill Impacts and Bill Frequency Analyses which are usually limited to a subset of customers that represent the greatest percentage of the overall customer base which was initially envisioned for the scope of this Study. However, given that these new water rate and sewer rate designs were significantly different from the current rate designs, staff believed it would be prudent to have Raftelis complete individual bill impacts for all customers (approximately 4,600 accounts) to ensure transparency and minimize the Page 3 8 5 3 possibility of large rate charge swings among certain SFR, MFR and Commercial customer classes. Addition Capital Improvement Program(s) Modeling Scenarios Additional rate modeling scenarios and corresponding financial analysis were conducted for the Water Capital Improvement and Sewer Capital Improvement Programs. The goal of these additional modeling runs and corresponding analyses was to further refine the prioritization of individual projects and the overall cost of each program balanced against the utility rate impacts related to funding these programs. Revise the Rate Models and Water and Sewer Rate Report to Reflect the May 1, 2021 Effective Date and the Subsequent Rate Increase Dates to January 1st Raftelis was directed to revise the water rate and sewer rate models, and the corresponding Water and Sewer Rate Report to update the new water rate and sewer rate effective date from January 1, 2021 to May 1, 2021, as well as reestablishing the subsequent four (4) scheduled annual new water rate and sewer rate effective dates from July 1st to January 1st. Reftelis was also requested to incorporate additional analysis into modeling effort based on questions and comments received during the previous Rate Study presentations and updates as further detailed in Exhibit A of the attached Raftelis Amendment No. 1. The Raftelis Water and Sewer Rate Study Amendment Request Letter has been incorporated as exhibit A-1 to the attached Raftelis PSA Amendment No. 1. This amendment is required as a result of the unanticipated work completed by Raftelis during the course of completing the Water and Sewer Rate Study as summarized in this staff report. This additional work has caused Raftelis to exhaust the initial PSA budget without completing the full scope of the Study. The remaining scope of work items are detailed as part of exhibit A-1 to the attached Raftelis PSA Amendment No. 1 and are to be completed for a total additional agreement not-to-exceed fee of $27,571, including additional compensation of $16,168 to complete the remaining Water Rate Study outstanding items and $11,403 to complete the remaining Sewer Rate Study outstanding items. In addition the Raftelis PSA Amendment No. 1 extends the agreement term end date from December 31, 2020 to July 1, 2021. ENVIRONMENTAL IMPACT: This item is not subject to the California Environmental Quality Act pursuant to Section 15061(b)(3) of the CEQA Guidelines because it can be seen with certainty that the approval of the amendment to the professional services agreement with Raftelis Financial Consultants, Inc. will not have a significant effect on the environment. Page 4 8 5 3 LEGAL ANALYSIS: The City Attorney has reviewed and approved as to form. FINANCIAL IMPACT: A total of $120,000 has been allocated for completion of the Water Rate Study (WT1501) and $143,000 has been allocated to fund the completion of the Sewer Rate Study (SS1401) since these capital projects budgets were initially established in FY2014-15. Amendment No. 1 to the Professional Services Agreement for Raftelis totaling $27,571 can be incorporated into the approved capital project budget and does not require additional funding. STRATEGIC PLAN: This item is not applicable to the Strategic Plan. MEASURE BB: This item is not applicable to Measure BB, the Seal Beach Neighborhood and Essential Services Protection Measure. RECOMMENDATION: That the City Council adopt Resolution 7078: 1. Approving Amendment No. 1 to the Professional Services Agreement dated November 12, 2019 between the City of Seal Beach and Raftelis Financial Consultants, Inc. to increase consultant’s compensation by $27,571 for a revised total agreement amount not-to-exceed $122,704 for the preparation of the Water Rate Study and Sewer Utility Rate Study and extend the end date of the agreement term to July 1, 2021; and, 2. Authorizing the City Manager to Execute Amendment No. 1. SUBMITTED BY: NOTED AND APPROVED: Steve Myrter Jill R. Ingram Steve Myrter, P.E., Public Works Department Jill R. Ingram, City Manager Page 5 8 5 3 ATTACHMENTS: A. Resolution 7078 B. Executed Raftelis Financial Consultants Inc., Professional Services Agreement C. Amendment No. 1 to Raftelis Professional Services Agreement RESOLUTION 7078 A RESOLUTION OF THE SEAL BEACH CITY COUNCIL APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTE AMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES AGREEMENT WITH RAFTELIS FINANCIAL CONSULTANTS, INC. FOR PROFESSIONAL CONSULTING SERVICES FOR WATER AND SEWER UTILITY RATE STUDY WHEREAS, On November 12, 2019 the City Council approved a Professional Services Agreement between the City of Seal Beach and Raftelis Financial Consultants, Inc. for a Water and Sewer, Utility Rate Study at a total contract amount of $95,133 NOW, THEREFORE, THE SEAL BEACH CITY COUNCIL DOES HEREBY RESOLVE: SECTION 1; The City Council hereby approves Amendment No. 1 dated October 26, 2020 to the Agreement dated November 12, 2019 between the City of Seal Beach and Raftelis Financial Consultants, Inc. to increase consultant’s compensation by $27,571 for a revised total contract amount not-to-exceed $122,704 and to extend the agreement term end date to July 1, 2021 attached hereto as Exhibit “A” and incorporated herein by this reference SECTION 2. The City Council hereby authorizes and directs the City Manager, or her designee, to execute Amendment No. 1 on behalf of the City. PASSED, APPROVED and ADOPTED by the Seal Beach City Council at a regular meeting held on the 26th day of October, 2020 by the following vote: AYES: Council Members NOES: Council Members ABSENT: Council Members ABSTAIN: Council Members Schelly Sustarsic, Mayor ATTEST: Gloria D. Harper, City Clerk 5 5 0 8 STATE OF CALIFORNIA } COUNTY OF ORANGE } SS CITY OF SEAL BEACH } I, Gloria D. Harper, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution 7078 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 26th day of October, 2020. Gloria D. Harper, City Clerk PROFESSIONAL SERVICES AGREEMENT for Water and Sewer Utility Rate Study between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 0 Raftelis Financial Consultants, Inc. 445 S. Figueroa Street Suite 2270 Los Angeles, CA 90071 This Professional Service Agreement ("the Agreement") is made as of November 12, 2019 (the "Effective Date"), by and between Raftelis Financial Consultants, Inc. 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 to prepare the Water, Sewer, Tree Maintenance, and Street Sweeping Utility Rate Study. 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 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 14 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 not4o-exceed amount of $95,133 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. Upon termination, 2of14 the City shall pay Consultant for all services properly performed and expenses reasonably incurred by Consultant prior to termination. 5.2. This Agreement maybe 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. Sanjay Gaur is the Consultant's primary representative for purposes of this Agreement. Sanjay Gaur 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: Raftelis Financial Consultants, Inc: 445 S. Figueroa, Suite 2270 Los Angeles, CA 90630 Attn: Sanjay Gaur 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 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 3of14 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 Consultants 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 entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits. 4 of 14 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 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. 5 of 14 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 approval of the City. Consultant is fully of any and all subcontractors. 12.0 Assignment subcontracted without the prior written responsible to City for the performance 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. 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 6of14 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 fomes 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 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 7of14 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. No insurance policy required by this Agreement shall have a deductible that is more than $25,000. 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 caused by or resulting from failure of the performance or a breach of this Agreement. Accordingly, the provisions of this indemnity provision are intended by the Parties to be interpreted and construed to provide the fullest protection possible under the law to the City and 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, 8of14 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 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 necessarily incurred by the Indemnitees in connection with any indemnified claim under this section. 16.2. Other Indemnities. Other than in the performance of professional services, and to the fullest extent permitted by law, Consultant shall, at its sole cost and expense, protect, defend, hold harmless and indemnify the Indemnitees from and against all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, liens and losses of any nature whatsoever (collectively "Damages"), caused by the negligent or willful 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) except for Damages arising from the sole negligence or willful misconduct of the Indemnitees. 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. Notwithstanding the foregoing, no subcontractors shall be used in the performance of this Agreement. 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. 9of14 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. 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. 10 of 14 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. 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 (other than payment for services rendered and expenses incurred prior to termination), subject to the right of the City 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 11 of 14 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 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. 12 of 14 IN WITNESS WHEREOF, representatives have exe above written. CITY OF SEAL BEACH Attest: M Approved the Parties hereto, through their respective authorized cuted this Agreement as of the date and year first Steele, City Attorney CONSULTANT: Raftelis Financial Consultants, Inc. By: 0• Name: Peiler Brandt Its: President & CEO By: Name: Matthew Jack n Its: Corporate Secretary 13 of 14 EXHIBIT Consultant's Work Pian / Scope of Work Work Plan The City of Seal Beach seeks assistance to develop financial plans and rates/fees for its water and server utilities. In addition, the City would like assistance in public outreach and the Propo- sition 218 rate approval process. The City's objectives for the study include: Develop financial plans for the water and sewer enterprises that meet each utility's revenue require- ments, including operations and maintenance (O&M) and the capital improve- ment plans (CIP), while adequately funding reserves in accordance with industry best practices and meeting debt coverage requirements. Conduct Cost of Service analyses that provide it nexus between the cost to serve customers and the responsibility of each class, per Proposition 218 requirements. Implement five-year rate and fee schedules that are compliant with Proposition 218, all other legal require- ments, and the City's policies while also ensuring financial sufficiency to fund operating and capital costs during the study period. The following scope of work outlines the tasks to complete the four ratclfee studies. Project Initiation, Project Management, and Data Collection Kick-off Meeting and Data Collection Raftelis will prepare a detailed data request identifying infor- mation needed to complete each study. This includes historical and current reve- nues, usage, expenses, reserve policies, customer account information, capital improve- ment plans. estimated account and water use growth. Prior to the kick-off meeting, Raftelis will review the initial data, including utility inaster plans, the Urban Water Management Plan, and any additional data provided by the City. A productive kick- oflf inecting provides au effective forum to discuss objectives, policies, and methodologies, as well as final- ize the work schedule. Raftelis will prepare a meeting agenda prior to the meeting. Afterward, Raftelis will prepare detailed meeting minutes. Rates promote various com- peting objectives. GVe will discuss pricing objectives and suggest appropriate rate anti fee structures that meet the City's objectives. The City wishes to ensure that its water and sewer rates can generate sullicient rev- enues to support expenditures and comply with current law. Project Management This taskalso includes time for Project Management such as client correspondence, billing, and project documentation. The project includes seven in-person meetings for the water and sewer studies, with webinars interspersed through- out Tasks 2-7 to maintain project schedule. Duality Assurance/ Quality Control Process In every project, we imple- ment a systematic program of quality assurance to ensure consistency, accuracy, and validity. Ott- proposed Techni- cal Reviewer, Andrew Rheem, will review the rate models to assess that they are function- ing properly and are based on sound rate and fee -making principles and standard indus- try practice. Additionally, he will review the water and sewer rate reports so that they address the nexus between costs and rates/fees that meet the requirements of the San Juan Capistrano decision. This promotes high quality work products and meet or exceed the standards that our clients have come to expect from Raftelis. Meeting: One in-person kick-off meeting Deliverables: Data request list; lick -off meeting agenda. presentation mate- rials, and meeting minutes for each kick-off meeting Financial Plan Development Task 2 will determine the revenue needed to ensure the financial integrity of each utility. We will assess if cur- rent water and sewer rates adequately fund expenses by projecting the City's existing rate revenue, other revenues, debt service payments, and operating and capital expenses over a ten-year period. We will project future yearly OSTM expenses, such as annual water purchase costs, salaries and benefits, power, and materials using City -approved inflation- ary assumptions. Existing rate revenues for water utilities are based on anticipated water sales. The City will need to prepare for mandated water use reductions over the next ten years due to the passage of SB 606 and Ali 1668 in March 2018. Raftelis' models are developed in Microsoft Excel and include it dashboard that allows for easy manipulation of water consumption pro- jections. We can work with City staff to examine different demand scenarios under this legislation or Bury other scenar- ins that affect demand. Raftelis will also review reserve policies to recommend appropriate reserve balances operating, capital, rate stabili- zation, etc.) that arc consistent with industry standards for e prudent fiscal management as well as the City's risk tolerance. Each model will include the sources and uses of funds for each reserve. For a typical capi- tal reserve, the sources of funds include cash reserves, debt proceeds, and grant funding. Modelling the yearly ending balance in the capital reserves allows staff to determine the rate impacts of various capital improvement plan (CIP) sce- narios and assess the proper use of debt and reserves for their funding. Raftelis will develop a ten-year cash flow analysis to deter- mine the revenue adjustments needed while minimizing sharp rate fluctuations. The dashboard will allow users to vary assumptions, so the user can display the effects of revenue adjustments, capital financing through rates or debt, and reserve balances. A snapshot of a sample dashboard is shown on the following page. Several features of the model's dashboard include the ability to show or indicate: Revenue adjustments needed for the next five years to meet debt coverage, fund capital projects, and reserves Reserve balances and reserve targets as well as debt service coverage ratios days cash on hand, reserve funding levels) Projected operating costs and revenue streams Operating cost break down O&M, water purchases, debt payments) Different capital funding sources such as PAYGO (rate funding), debt financing City staff can review and deter- mine the most appropriate financial plan and rate design. We design our dashboards to clearly convey each enterprise's sensitivity to various assump- tions, allowing both staff and Council to make informed decisions. Meetings: Two webinars one for each study) Deliverables: Financial plan model for each enter- prise in Microsoft Excel Cost of service Analysis The cost of service analysis will be based on industry standards and methodologies approved by the AW WA and described in their Manual MI for the Water Enterprise and WEF's Manual of Practice No. 27 for the Sewer Enterprise (which were both co-authored by Raftelis stall). Cost allocations among cus- tomer classes for water will be based on the AW WA -approved Base -Extra Capacity approach which focuses on the different usage patterns (or peaking factors) demonstrated by each customer class.. At this stage, Raftelis will also identify any new customer classes, if war- ranted. Based on the revenue require- ment identified in the financial plan, water expenses such as the purchase, treatment, and dis- tribution of water are allocated to cost causation components, including supply, delivery, capacity -related costs, cus- tomer costs, conservation costs, and other direct and indirect costs consistent with industry standards. Since the City col- lects wastewater and sends it to Orange County Sanitation District, wastewater cost causa- tion components are simplified to flow and customer related costs. The Cost of Service task distributes the cost in each cost component to customer classes based on the cost responsibility of each. The result is the total cost to serve each customer class and is used as the basis to develop rates. Meetings: None Deliverables: Cost of service analysis for each enterprise in Microsoft Excel Rate Design Rate Development Raftelis will develop water and sewer rate models with the flex- ibility to compare the current rate structures with alternative rate structures. The models will examine different rate structure scenarios to enhance revenue stability in light of competing objectives identified in the kick- off meeting. Tiered Rates In today's rate -setting environ- ment, it is imperative to show the nexus between the cost to serve water in each tier and the rate. We will evaluate the current tiered water rate under this framework. We will update the tiered rates to show each unit cost component (e.g. water supply costs, delivery costs, peaking costs, and conserva- tion costs). This derivation will communicate the cost drivers behind the rate for each tier. We will also examine how the current tier breaks serve the City's needs and whether the rate structure is defensible. We design our rate models for multiple scenarios to allow for multiple rate scenario analyses to show: Different rate structures with varying levels of fixed and variable revenues Different levels of water use CITY OF SEAL MACH for example an optimistic, most likely, and pessimistic scenario Customer Impacts and Sensiitihrity Analysis Rate and fee adjustments can sometimes cause "rate shock" to customers. In our impact analysis graphics, we calcu- late bills at each level of usage assuming the new proposed rate structure was already in place to determine the "true" Impact of the new rate structure. The customer impact analysis will include a series of tables and figures that show projected rate impacts by customer class at various levels of usage for water and sewer services. Under- standing customer impacts and taking corrective action, If necessary, allows us to design public outreach strategies for generating customer buy -in and successful rate implementation. Meetings: Two webinars with City staff for water and sewer Deliverables: Rate or fee model and customer bili Impacts for each service in Microsoft Excel Fee or Rate Study Report In order to comply with Proposition 218 requirements Raftelis will prepare a report for the water and sewer rate studies. A draft study report will include an executive sum- mary highlighting the major issues and decisions reached during development of rates. The main body of the report will include a brief physical description of each enterprise, service area description, an overview of operation and maintenance expenses, the CA 1; EV -01 I,SP OL VIL 10110A VIAN I ilLY HILL ul la IA Y Til. 1 WFOMRMH ft 317 IU Ma 111 Ut RS. 7M itt MA IN 1, 65* 111% 115% kei% I W. fi01 K% 11.1 4 ON 1pH. a. W61 IOP\ FO IW1 1w. TID, 1".1W. 19, A- 41ma I AA -3 I SILOO I SIAN I SLOM I O'No 1, 1,4.4 5 4400 t 'I'doo I "W 1w I I.K. I It- t aAa I I-, % 4 vK, I. o. % opts s I.w I WWI CA 1; EV -01 I,SP OL VIL 10110A VIAN I ilLY HILL ul la IA Y Til. 1 WFOMRMH ft 317 IU Ma 111 Ut RS. 7M itt MA IN 1, 65* o.: capital improvement plan, the financial plan, and the pro- posed water and sewer rates. The report will also contain a discussion on rate structure selection, rate design assump- tions, and methodologies used to develop each. The method- ology describing the cost of service and rate calculations will be described in detail so that the nexus between costs and rates is clearly defined and understandable. The draft report will be submitted to the City and the City Attorney for comments and edits Meetings: None Deliverables: One draft and final rate study report for water and sewer enterprises TASK r, Community Workshops Prior to the Proposition 218 public hearing, we will conduct up to four workshops to discuss the water and sewer rates. In preparation for these work- shops, our financial consulting staff will work with our public relations team to develop a dis- cussion plan and presentation materials. A Discussion Plan provides a strategy for running the event and getting the desired outcome. Discussion plans include key roles in leading the workshops, so each person knows and is prepared for their responsibilities in advance. This significantly eases day -of preparation and running each event. The plan also includes a detailed agenda and discussion points to maintain the work- shop pace and coverage of key talking points. After complet- ing the workshops, Raftelis will prepare a report on the findings and feedback. Meeting(s): One webinar with staff; Up to four com- munity workshops Deliverables: Discussion plan, presentation mate- rials, report for water and sewer rate workshops; Dis- cussion plan, presentation materials TASK 7 Notices and Public Hearings Raftelis will develop a Proposi- tion 218 public hearing notice, for the City to mail, within the required 45 -day noticing period prior to holding the public hear- ing. The notice will outline the proposed rate changes, explain the right to challenge the rates, and will meet and comply with all noticing requirements of Proposition 218. Raftelis will present the draft study results at a City Council meeting for approval to send out the Proposition 218 notices and receive other input and direction from Council. After the 45 -day notice period, we will then present the rates at a Proposition 218 hearing and a second hearing. We will address the City Council and public's questions and com- ments. Presentation materials will be provided to City staff beforehand for review prior to the public hearing. Meeting(s); Two City Coun- cil meetings, one of which Is the Proposition 218 public hearing; Deliverables: Proposition 218 public hearing notice; Presentation materials CITY Or Skirl M :CII Os Fee Proposal The following tables provide a breakdown of our proposed fee for this project. The tables includes the estimated level of effort required for completing each task described and the hourly billing rates for our project team members. 1 c1 3!'-.::l:C:',• euro web Number of Total Faasi Tasks Meetings Meetings PD PM TR SC PO Admin Total Expenses 1. Project Initiation, Project usnagomalft. and 0 1 9 12 0 9 0 4 32 7,470 Data Coosa"" L Financial Plan Doveiopmeni 1 0 2 14 0 24 0 0 40 50.790 i Coat of Sw%4" Analysla 0 0 2 12 0 1s 0 0 92 7,120 4. Rate Cosign 1 0 2 6 0 20 0 a 90 96,910 S. Rate Rudy Report 0 0 a 6 0 24 0 0 34 97,290 6.CommuNyworkshops 0 2 5 20 0 9 S 0 29 90.615 T. Proposition 216 Notice and City Couned 0 2 2 Is D 12 1 0 77 6T.7" Meetings (Ind.1 Pub. Headn9) Total Estimated Meetings f Hours 2 5 22 92 0 115 6 4 210 Hourly Btilllq Rate 920.1 9240 9265 5106 9240 960 Total Professional Pegs 96.736 922,090 s0 621,275 91.440 9120 151,900 PD-SatlisyOsKv"prseldard Total Pass 191.900 AW slaw oap+on, Manager TR • Asdmur Rhsem Sr. Alam r Tow Expanses 12.696 PO - mob" Fi'o0. 44myer Sc-Sbsconnbnb Total Fees iExpanses Admla-Admbdah"veStaff i .. Hours 1Nsb Number of TOW Fees i Tasks Moods Meetings PO PM TR iC PO Admin Teta) Expanses 1. Projest Ini0atioo. Prejset Management, and 0 O 2 4 0 4 0 4 u Iva Dau Collection 2. Flnsndal Plan Development 1 0 2 6 0 24 0 0 34 97.290 2. Coal of So Mce Analysis 0 a 6 0 16 0 0 26 65,730 4. Rata Design S 0 2 a 0 is 0 0 26 6.730 L Rats Study Report 0 a 2 a 0 24 0 a 34 17.290 6. CommurdtywWw'Ops (Shown in Wit*tsr) 0 2 S 20 D 9 S 9 39 o'sts 7. Proposition 216 Was and City Ceunell 0 0 2 0 4 1 0 9 62,140 M.etinge Ighown in Waurl Tool Ealhnatad Meetings 1 "ours 2 2 W 66 0 97 6 4 162 Hourly Billing Rate 9295 1240 9265 1165 6240 190 Taut Prolaaslanol Fese 96,016 513,920 90 117,945 61,440 6320 SAW PD - Ssryay Cow. V= President Total Fag 131.640 PM- Steve amonon,Mam9ar Total Expenses 91,906TR-AndrewNio m Sr. Abmpor PO-Awsse BAolr. "Onow SC • SfaS Camullsoft Total Fees i Expenses Adair • Adhonbaedw NO 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 ("DIRI 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 subh 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. 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 speck 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 joumeyman 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. Client#: 1722483 RAFTEFIN ACORD. CERTIFICATE OF LIABILITY INSURANCEDATE(MM/DD/YYYY) INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR 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. 11/20/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER NAME: T Linda Rolfe Cameron M Harris & Co, LLC PHONE 980-265-5804 FAX A/C No Ext : A/C, No Div USI Ins E-MAIL ss: linda.rolfe@usi.com 6100 Fairview Road Ste 1400 EACH OCCURRENCE $1,000,000 Charlotte, NC 28210 INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: National Fire Insurance Co. of Hanford 20478 INSURED Raftelis Financial Consultants, Inc. INSURERS : Continental insurance company 35289 INSURERC: Continental Casualty Company 20443 227 West Trade Street, Ste. 1400 Charlotte, NC 28202 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER' THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR 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. LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFFMWDD/YYYY POLICY EXPMM/DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE Fx]OCCUR 6076000011 1/21/2019 01/21/202 EACH OCCURRENCE $1,000,000 PREMISES EaEoTurrence $500,000 MED EXP (Any one person) s15,000 PERSONAL & ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY 7 JEC [:]LOC GENERAL AGGREGATE $2,000,000 PRODUCTS - COMP/OP AGG $2,000,000 OTHER: A AUTOMOBILE LIABILITY 6076000025 1/21/2019 01/21/202 Ea acclidentSINGLE LIMIT $ 1,000,000 BODILY INJURY (Per person) $ ANY AUTO X OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY X AUTOS ONLY BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ B X UMBRELLA LIAB XOCCUR 6076000039 1/21/2019 01/21/202 EACH OCCURRENCE $5000000 EXCESS LIAR CLAIMS -MADE AGGREGATE s5,000,000 DED RETENTION $ B WORKERS COMPENSATION676305637ANDEMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y / N OFFICER/MEMBER EXCLUDED? N I A 67600042- CA 1/21/2019 01/21/202 OTH- X PSTA LITE E.L. EACH ACCIDENT $1,000.000 E.L. DISEASE - EA EMPLOYEE $1,000 000MandatoryInNH) If yes, describe under E.L. DISEASE -POLICY LIMIT IS1,000,000DESCRIPTIONOFOPERATIONSbelow C Prof. Liab. 652071235 1/21/2019 01/21/202 5M OCC $5M Agg. DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) RE: Water and Sewer Utility Rate Study. City of Seal Beach (The City), its directors, officials, officers, employees, agents and volunteers is included as additional insured with respect to and list General Liability (CNA74879XX) and Automobile Liability (CNA83700XX) policies that they are request and umbrella will follow form. The coverage afforded to the additional insured is on a primary and non-contributory basis for General Liability (CNA74879XX) and See Attached Descriptions) City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 ACORD 25 (2016/03) 1 of 2 S27172453/M26288376 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD PXKZP DESCRIPTIONS (Continued from Page 1) Business Auto(CNA83700XX) if required by written contract. 30 day notice of cancellation will ge given except for non payment of premium will be 10 days if required by written contract for General Liability CNA75014XX), Automobile Liability (CNA68021XX) and Workers Compensation (CC68021A) policies. YI VtI /f1 iJ.J ,iV IV/VJ G V1,C S27172453/M26288376 CNA CNA PARAMOUNT General Liability Extension Endorsement It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement with respect to such provision do not apply. TABLE OF CONTENTS 1. Additional Insureds 2. Additional Insured - Primary And Non -Contributory To Additional Insured's insurance 3. Bodily Injury - Expanded Definition 4. Broad Knowledge of Occurrence/ Notice of Occurrence 5. Broad Named Insured 6. Estates, Legal Representatives and Spouses 7. Expected Or Intended Injury -- Exception for Reasonable Force 8. In Rem Actions 9. Incidental Heafth Care Malpractice Coverage 10. Joint Ventures/Partnership/Limited Liability Companies 11. Legal Liability - Damage To Premises 12, Medical Payments 13. Non -owned Aircraft Coverage 14. Non -owned Watercraft 15. Personal And Advertising Injury -- Discrimination or Humiliation 16. Personal And Adverlising Injury - Contractual Liability 17. Property Damage - Elevators 18. Supplementary Payments 19. Unintentional Failure To Disclose Hazards 20. Waiver of Subrogation - Blanket CNA74879XX (1-115) Policy No: 607000011Page1of13EndorsementNo: 1 Raftelis Consultants Inc. Effective Date: 1/21/19InnrorlNoma- CNA CNA PARAMOUNT General Liability Extension Endorsement 1. ADDITIONAL INSUREDS a. WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs A. through K. below whom a Named Insured Is required to add as an additional Insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement: 1) is currently In effect or becomes effective during the term of this Coverage Part; and 2) was executed prior to: a) the bodily injury or property damage; or b) the offense that caused the personal and advertising Injury, for which such additional insured seeks coverage. b. However, subject always to the terms and conditions of Ws policy, including the limits of insurance, the Insurer will not provide such additional insured with: 1) a higher limit of insurance than required by such contract or agreement; or 2) coverage broader than required by such contract or agreement, and in no event broader than that described by the applicable paragraph A. through K. below. Any coverage granted by this endorsement shall apply only to the extent permissible by law. A. Controlling Interest Any person or organization with a controlling interest in a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising Injury arising out of: 1. such person or organization's financial control of a Named insured; or 2. premises such person or organization owns, maintains or controls while a Named Insured leases or occupies such premises; provided that the coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. B. Co-owner of Insured Premises A co-owner of a premises co -owned by a Named insured and covered under this insurance but only with respect to such co -owner's liability for bodily Injury, property damage or personal and advertising injury as co-owner of such premises. C. Grantor of Franchise Any person or organization that has granted a franchise to a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury as grantor of a franchise to the Named Insured, D. Lessor of Equipment Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for bodily Injury, property damage or personal and advertising Injury caused, in whole or in part, by the Named Insured's maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily Injury, property damage or the offense giving rise to such personal and advertising Injury takes place prior to the termination of such lease. CNA74879XX (1-15) Policy No: 607000011 Page 2 of 13 Endorsement No: 1 Effective Date: 1/21/19 Insured Name: CNA CNA PARAMOUNT General Liability Extension Endorsement E. Lessor of Land Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily Injury, property damage or personal and advertising Injury arising out of the ownership, maintenance or use of such land, provided that the occurrence giving rise to such bodily injury or property damage, or the offense giving rise to such personal and advertising injury, takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. F. Lessor of Premises An owner or lessor of premises leased to the Named Insured, or such owner or lessor's real estate manager, but only with respect to liability for bodily injury, property damage or personal and advertising Injury arising out of the ownership, maintenance or use of such part of the premises leased to the Named Insured, and provided that the occurrence giving rise to such bodily Injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, onbehalfof, or for such additional Insured. G. Mortgagee, Assignee or Deceiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee or receiver's liability for bodily injury, property damage or personal and advertising injury arising out of the Named Insured's ownership, maintenance, or use of a premises by a Named Insured. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. H. State or Governmental Agency or Subdivision or Political Subdivisions — permits A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization, but only with respect to such state or governmental agency or subdivision or political subdivision's liability for bodily injury, property damage or personal and advertising Injury arising out of: 1. the following hazards in connection with premises a Named insured owns, rents, or controls and to which this insurance applies: a. the existence, maintenance, repair, construction, erect>on, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or b. the construction, erection, or removal of elevators; or c. the ownership, maintenance or use of any elevators covered by this insurance; or 2. the permitted or authorized operations performed by a Named Insured or on a Named Insured's behalf. The coverage granted by this paragraph does not apply to: a. Bodily injury, property damage or personal and advertising injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision; or b. Bodily injury or property damage included within the products -completed operations hazard. With respect to this provision's requirement that additional insured status must be requested under a written contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured. CNA74879XX (1-15) Policy No: 607000011Page3of13 Endorsement No: 1 Insured Name: Effective Date; 1/21/19 CMA CNA PARAMOUNT General Liability Extension Endorsement 1. Trade Show Event Lessor 1. With respect to a Named Insured's participation In a trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named Insured is required to Include as an additional Insured, but only with respect to such person or organization's liability for bodily Injury, property damage or personal and advertising injury caused by: a. the Named Insured's acts or omissions; or b. the acts or omissions of those acting on the Named Insured's behalf, in the performance of the Named Insured's ongoing operations at the trade show event premises during the trade show event. 2. The coverage granted by this paragraph does not apply to bodily injury or property damage Included within the products -completed operations hazard. J. Vendor Any person or organization but only with respect to such person or organization's liability for bodily injury or property damage arising out of your products which are distributed or sold in the regular course of such person or organization's business, provided that: 1. The coverage granted by this paragraph does not apply to: a. bodily Injury or property damage for which such person or organization is obligated to pay damages by reason of the assumption of liability in a contract or agreement unless such liability exists in the absence of the contract or agreement; b. any express warranty unauthorized by the Named Insured; c. any physical or chemical change in any product made Intentionally by such person or organization; d. repackaging, except when unpacked solely for the purpose of Inspection, demonstration, testing, or the substitution of parts under Instructions from the manufacturer, and then repackaged in the original container; e, any failure to make any inspections, adjustments, tests or servicing that such person or organization has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. demonstration, installation, servicing or repair operations, except such operations performed at the such person or organization's premises in connection with the sale of a product; g. products which, after distribution or sale by the Named Insured, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for such person or organization; or h. bodily injury or property damage arising out of the sole negligence of such person or organization for its own acts or omissions or those of its employees or anyone else acting on Its behalf. However, this exclusion does not apply to: 1) the exceptions contained in Subparagraphs d. or f. above; or 2) such inspections, adjustments, tests or servicing as such person or organization has agreed with the Named Insured to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This Paragraph J. does not apply to any insured person or organization, from whom the Named Insured has acquired such products, nor to any ingredient, part or container, entering into, accompanying or containing such products, CNA74879X0( (1-15) Policy No: 607000011 Paoe A of 13 Endorsement No: 1 Effective Date: 1/21/19 Insured Name Copyrlpht CNA All Rots Reserved. Includes copyrighted material of Insurance Setvloss OIQoe, Inc., with Its pemisslon. CNA CNA PARAMOUNT General Liability Extension Endorsement 3. This Paragraph J. also does not apply: a. to any vendor specifically scheduled as an additional insured by endorsement to this Coverage Part; b. to any of your products for which coverage Is excluded by endorsement to this Coverage Part; nor c. if bodily injury or property damage Included within the products-oompleted operations hazard is excluded by endorsement to this Coverage Part. K. Other Person Or Organization Any person or organization who is not an additional insured under Paragraphs A. through J. above. Such additional Insured is an Insured solely for bodily Injury, property damage or personal and advertising InjuryforwhichsuchadditionalinsuredisliablebecauseoftheNamedInsured's acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: 1. for bodily Injury, property damage, or personal and advertising injury arising out of the rendering orfailuretorenderanyprofessionalservice; 2. for bodily injury or property damage included within the products -completed operations hazard; nor 3. who is specifically scheduled as an additional Insured on another endorsement to this Coverage Part. 2. ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE A. The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed in writing in a contract or agreement that this insurance Is primary and non- contributory relative to an additional Insured's own Insurance, then this insurance is primary, and the Insurer will g not seek contribution from that other insurance. For the purpose of this Provision 2., the additional Insured's own insurance means insurance on which the additional insured is a named insured. B. With respect to persons or organizations that qualify as additional insureds pursuant to paragraph I.K. of this endorsement, the following sentence Is added to the paragraph above: iA Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other Insurance available to such person or organization. 3. BODILY INJURY —EXPANDED DEFINITION Under DEFINITIONS the definition of bodily injury is deleted and replaced by the following: Bodily Injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physicalInjury, sickness or disease. 4. BROAD KNOWLEDGE OF OCCURRENCE/ NOTICE OF OCCURRENCE Under CONDITIONS, the condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended to add the following: A. BROAD KNOWLEDGE OF OCCURRENCE The Named Insured must give the Insurer or the Insurer's authorized representative notice of an occurrence, offense or claim only when the occurrence, offense or claim Is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of theabovetogivesuchnotice. B. NOTICE OF OCCURRENCE CNA74879XX (1-15) Policy No: 607000011Page5of13 Endorsement No: 1 Insured Name: Effective Date: 1/21/19 Copyright CNA All Rights Reserved. Includes Woyrinhted matsdal of Insurance SerNtaa nlw ire w th Ila mrMtAM CNA CNA PARAMOUNT General Liability Extension Endorsement The Named Insured's rights under this Coverage Part will not be prejudiced If the Named Insured fails to give the Insurer notice of an occurrence, offense or claim and that failure is solely due to the Named Insured's reasonable belief that the bodily Injury or property damage is not covered under this Coverage Part. However, the Named Insured shall give written notice of such occurrence, offense or claim to the Insurer as soon as the Named Insured Is aware that this insurance may apply to such occurrence, offense or claim. 5. BROAD NAMED INSURED WHO IS AN INSURED is amended to delete Its Paragraph 3. In its entirety and replace It with the following: 3. Pursuant to the limitations described in Paragraph 4. below, any organization in which a Named Insured has management control: a. on the effective date of this Coverage Part; or b. by reason of a Named Insured creating or acquiring the organization during the policy period, qualifies as a Named Insured, provided that there is no other similar liability insurance, whether primary, contributory, excess, contingent or otherwise, which provides coverage to such organization, or which would have provided coverage but for the exhaustion of its limit, and without regard to whether Its coverage is broader or narrower than that provided by this Insurance. But this BROAD NAMED INSURED provision does not apply to: a) any partnership, limited liability company or joint venture; or b) any organization for which coverage is excluded by another endorsement attached to this Coverage Part. For the purpose of this provision, management control means: A. owning interests representing more than 50% of the voting, appointment or designation power for the selection of a majority of the Board of Directors of a corporation, or B. having the right, pursuant to a written trust agreement, to protect, control the use of, encumber or transfer or sell property held by a trust. 4. With respect to organizations which qualify as Named Insureds by virtue of Paragraph 3, above, this insurance does not apply to: a. bodily injury or property damage that first occurred prior to the data of management control, or that first occurs after management control ceases; nor b. personal or advertising Injury caused by an offense that first occurred prior to the date of management control or that first occurs after management control ceases. 5. The insurance provided by this Coverage Part applies to Named Insureds when trading under their own names or under such other trading names or doing-buslness-as names (dba) as any Named Insured should choose to employ. 6. ESTATES, LEGAL REPRESENTATIVES, AND SPOUSES The estates, heirs, legal representatives and spouses of any natbral person Insured shall also be insured under this policy; provided, however, coverage Is afforded to such estates, heirs, legal representatives, and spouses only for claims arising solely out of their capacity or status as such and, In the case of a spouse, where such claim seeks damages from marital community property, jointly held property or property transferred from such natural person Insured to such spouse. No coverage Is provided for any act, error or omission of an estate, heir, legal representative, or spouse outside the scope of such person's capacity or status as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are Insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named Insured's business. CNA74879XX (1-15) Policy No: Page 6 of 13 Endorsement No: 1 Effective Date: 1/21/19 Insured Name: Copyright CNA AW FW0 Reserved. Includes copyrighted material of Irwance SeMces ONte. Inc., %th b permisUon. CNA CNA PARAMOUNT General Liability Extension Endorsement 7. EXPECTED OR INTENDED INJURY— EXCEPTION FOR REASONABLE FORCE Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions Is amended to delete the exclusion entitled Expected or Intended Injury and replace It with the following: This Insurance does not apply to: Expected or Intended Injury Bodily injury or property damage expected or intended from the standpoint of the Insured. This exclusion does not apply to bodily Injury or property damage resulting from the use of reasonable force to protect persons or property. S. IN REM ACTIONS A quasi in rem action against any vessel owned or operated by or for the Named Insured, or chartered by or for the Named Insured, will be treated in the same manner as though the action were in personam against the Named Insured. 9. INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE Solely with respect to bodily injury that arises out of a health care incident: A. Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the Insuring Agreement is amended to replace Paragraphs 1.b.(1) and 1.b.(2) with the following: b. This Insurance applies to bodily Injury provided that the professional health care services are incidental to the Named Insured's primary business purpose, and only if: 1) such bodily injury is caused by an occurrence that takes place In the coverage territory. 2) the bodily injury first occurs during the policy period. All bodily injury arising from an occurrence will s be deemed to have occurred at the time of the first act, error, or omission that is part of the occurrence; 8 and B. Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled a Exclusions is amended to: I. add the following to the Employers Liability exclusion: This exclusion applies only if the bodily Injury arising from a health care incident is covered by other R liability insurance available to the Insured (or which would have been available but for exhaustion of its limits). a ii. delete the exclusion entitled Contractual Liability and replace it with the following: N This insurance does not apply to: Contractual Liability the Insured's actual or alleged liability under any oral or written contract or agreement, Including but not limited to express warranties or guarantees. iii. add the following additional exclusions. This insurance does not apply to: Discrimination any actual or alleged discrimination, humiliation or harassment, including but not limited to claims based on an individual's race, creed, color, age, gender, national origin, religion, disability, marital status or sexual orientation. CNA74879XX (1-15) Policy No: 607000011 Page 7 of 13 Endorsement No: 1 Insured Name: Effective Date: 1/21/19 CNA CNA PARAMOUNT General Liability Extension Endorsement Dishonesty or Crime Any actual or alleged dishonest, criminal or malicious act, error or omission. Medicars/Medicaid Fraud any actual or alleged violation of law with respect to Medicare, Medicaid, Tricare or any similar federal, state or local governmental program. Services Excluded by Endorsement Any health care Incident for which coverage is excluded by endorsement. C. DEFINITIONS is amended to: 1. add the following definitions: Heatth care incident means an act, error or omission by the Named Insured's employees or volunteer workers in the rendering of: s. professional health care services on behalf of the Named Insured or b. Good Samaritan services rendered in an emergency and for which no payment is demanded or received. Professional health care services means any health care services or the related furnishing of food, beverages, medical supplies or appliances by the following providers In their capacity as such but solely to the extent they are duly licensed as required: a. Physician; b. Nurse; c. Nurse practitioner; d. Emergency medical technician; e. Paramedic; f. Dentist; g. Physical therapist; h. Psychologist; I. Speech therapist; j. Other allied health professional; or Professional health care services does not Include any services rendered in connection with human clinical trials or product testing. If. delete the definition of occurrence and replace it with the following: Occurrence means a health care Incident. All acts, errors or omissions that are logically connected by any common fact, circumstance, situation, transaction, event, advice or decision will be considered to constitute a single occurrence; Ill. amend the definition of Insured to: a. add the following: the Named Insured's employees are Insureds with respect to: CNA74879XX (1-15) Policy No: 607000011 Page 8 of 13 Endorsement No: 1 Effective Date: 1/21/19 Insured Name: copyright CNA An Rights Rassrved irxludes coppighled materiel of Inaurancs Sanies Me, Inc.. %M 113 penUSS on. 0 8 CNA CNA PARAMOUNT General Liability Extension Endorsement 1) bodily injury to a co -employee while in the course of the co -employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; and 2) bodily Injury to a volunteer worker while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care Incident. the Named Insured's volunteer workers are Insureds with respect to: 1) bodily injury to a co -volunteer worker while performing duties related to the conduct of the Named Insured's business; and 2) bodily Injury to an employee while In the course of the employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; when such bodily Injury arises out of a health care Incident. b. delete Subparagraphs (a), (b), (c) and (d) of Paragraph 2.a.(1) of WHO IS AN INSURED, c. add the following: Insured does not include any physician while acting in his or her capacity as such. D. The Other Insurance condition is amended to delete Paragraph b.(1) in its entirety and replace it with the following: Other Insurance b. Excess Insurance 1) To the extent this insurance applies, it is excess over any other insurance, self insurance or risk transfer instrument, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by the Named Insured to be excess of this coverage. 10. JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANIES WHO IS AN INSURED Is amended to delete Its last paragraph and replace it with the following: No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that Is not shown as a Named Insured in the Declarations, except that if the Named Insured was a joint venturer, partner, or member of a limited liability company and such Joint venture, partnership or limited liability company terminated prior to or during the policy period, such Named Insured is an Insured with respect to its interest in such joint venture, partnership or limited liability company but only to the extent that: a. any offense giving rise to personal and advertising Injury occurred prior to such termination date, and the personal and advertising injury arising out of such offense first occurred after such termination date; b. the bodily Injury or property damage first occurred after such termination date; and c. there is no other valid and collectible Insurance purchased specifically to insure the partnership, joint venture or limited liability company. 11- LEGAL LIABILITY— DAMAGE TO PREMISES A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete the first paragraph Immediately following subparagraph (6) of the Damage to Property exclusion and replace it with the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to property damage (other than damage by fire) to premises rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the UIVHMnraAA (1-15) Page 9 of 13 Insured Name - Policy No: 607000011 Endorsement No: 1 Effective Date: 1/21/19 Copyright CNA AN RV is Reserved. Indudes copyrighted material of Insurance Services Office Inc with II, narml„k n CNA CNA PARAMOUNT General Liability Extension Endorsement owner, nor to the contents of premises rented to the Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in LIMITS OF INSURANCE. B. tinder COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete its last paragraph and replace it with the following: Exclusions c. through n. do not apply to damage by fire to premises while rented to a Named Insured or temporarily occupied by a Named Insured with permission of the owner, nor to damage to the contents of premises rented to a Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described In the LIMITS OF INSURANCE Section. C. LIMITS OF INSURANCE Is amended to delete Paragraph 6. (the Damage To Premises Rented To You Limit) and replace it with the following: 6. Subject to Paragraph 6. above, (the Each Occurrence Limit), the Damage To Premises Rented To You Limit is the most the Insurer will pay under COVERAGE A for damages because of property damage to: a. any one premises while rented to a Named insured or temporarily occupied by a Named Insured with the permission of the owner; and b. contents of such premises If the premises is rented to the Named insured for a period of 7 or fewer consecutive days. The Damage To Premises Rented To You Limit Is $200,000. unless a higher Damage to Premises Rented to You Limit Is shown in the Declarations. D. The Other Insurance Condition is amended to delete Paragraph b.(1)(aXIi), and replace it with the following: ii) That is property insurance for premises rented to a Named Insured, for premises temporarily occupied by the Named Insured with the permission of the owner; or for personal property of others In the Named Insured's care, custody or control; E. This Provision 11. does not apply if liability for damage to premises rented to a Named Insured is excluded by another endorsement attached to this Coverage Part. 12. MEDICAL PAYMENTS A. LIMITS OF INSURANCE is amended to delete Paragraph 7. (the Medical Expense Limit) and replace It with the following: 7. Subject to Paragraph 5. above (the Each Occurrence Limit), the Medical Expense Limit is the most the Insurer will pay under Coverage C - Medical Payments for all medical expenses because of bodily Injury sustained by any one person. The Medical Expense Limit Is the greater of: 1) $15,000 unless a different amount is shown here: ; or 2) the amount shown in the Declarations for Medical Expense Limit. B. Under COVERAGES, Coverage C — Medical Payments, the Insuring Agreement is amended to replace Paragraph 1.e.(3)(b) with the following: b) The expenses are Incurred and reported to the Insurer within three years of the date of the accident; and 13, NON -OWNED AIRCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions Is amended as follows: CNA74879XX (1-15) Policy No: 607000011 Paee 10 of 13 Endorsement No: 1 Effective Date: 1/21/19 Insured Name Copyrol CNA All Rights Reserved. includes cop oted material of Insurance Services office, Inc., with 113 perrrdsslon. CNA CNA PARAMOUNT General Liability Extension Endorsement The exclusion entitled Aircraft, Auto or Watercraft Is amended to add the following: This exclusion does not apply to an aircraft not owned by any Named insured, provided that: 1. the pilot in command holds a currently effective certificate Issued by the duty constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; 2. the aircraft is rented with a trained, paid crew to the Named Insured; and 3. the aircraft is not being used to carry persons or property for a charge. 14. NON -OWNED WATERCRAFT Under COVERAGES, Coverage A -- Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraph (2) of the exclusion entitled Aircraft, Auto or Watercraft, and replace it with the following. This exclusion does not apply to: 2) a watercraft that is not owned by any Named Insured, provided the watercraft is: a) less than 75 feet long; and b) not being used to carry persons or property for a charge. 15. PERSONAL AND ADVERTISING INJURY—DISCRIMINATION OR HUMILIATION A. Under DEFINITIONS, the definition of personal and advertising Injury is amended to add the following tort: Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. B. Under COVERAGES, Coverage B — Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to: 1, delete the Exclusion entitled Knowing Violation Of Rights Of Another and replace it with the following: This insurance does not apply to: Knowing Violation of Rights of Another Personal and advertising injury caused by or at the direction of the Insured with the knowledge that the act would violate the rights of another and would inflict personal and advertising injury. This exclusion shall not apply to discrimination or humiliation that results In injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is not done intentionally by or at the direction of: a) the Named Insured; or b) any executive officer, director, stockholder, partner, member or manager (if the Named Insured is a limited liability company) of the Named Insured. 2. add the following exclusions: This Insurance does not apply to: Employment Related Discrimination discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any Insured. Premises Related Discrimination discrimination or humiliation arising out of the sale, rental, lease or sub -lease or prospective sale, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any Insured. CNA74879XX (1-15) Page 1 i of t a Insured Name. Policy No: 607000011 Endorsement No: 1 Effective Date: 1/21/19 Copyright CNA AN Rights Reserved Includes copyrighted material of insurance Services ottioe, Inc., wkh Its permisslon. CNA CNA PARAMOUNT General Liability Extension Endorsement Notwithstanding the above, there is no coverage for fines or penalties levied or Imposed by a govemmental entity because of discrimination. The coverage provided by this PERSONAL AND ADVERTISING INJURY --DISCRIMINATION OR HUMILIATION Provision does not apply to any person or organization whose status as an Insured derives solely from Provision 1. ADDITIONAL INSUREDS of this endorsement; or attachment of an additional insured endorsement to this Coverage Part. 16. PERSONAL AND ADVERTISING INJURY - CONTRACTUAL LIABILITY A. Under COVERAGES, Coverage B —Personal and Advertising Injury Liability, the paragraph entitled Exclusions Is amended to delete the exclusion entitled Contractual Liability and replace It with the following: This insurance does not apply to: Contractual Llablltty Personal and advertising injury for which the Insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages: 1) that the Insured would have in the absence of the contract or agreement; or 2) assumed In a contract or agreement that is an insured contract provided the offense that caused such personal or advertising Injury first occurred subsequent to the execution of such insured contract. Solely for the purpose of liability assumed in an Insured contract, reasonable attorney fees and necessary litigation expenses Incurred by or for a party other than an Insured are deemed to be damages because of personal and advertising Injury provided: a) liability to such party for, or for the cost of, that party's defense has also been assumed in such insured contract; and b) such attorney fees and litigation expenses are for defense of such party against a civil or alternative dispute resolution proceeding in which covered damages are alleged. B. Solely for the purpose of the coverage provided by this paragraph, DEFINITIONS is amended to delete the definition of insured contract in its entirety, and replace It with the following: Insured contract means that part of a written contract or written agreement pertaining to the Named Insured's business under which the Named Insured assumes the tort liability of another party to pay for personal or advertising injury arising out of the offense of false arrest, detention or imprisonment. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. C. Solely for the purpose of the coverage provided by this paragraph, the following changes are made to the Section entitled SUPPLEMENTARY PAYMENTS — COVERAGES A AND B: 1. Paragraph 2.d. is replaced by the following; d. The allegations in the suit and the information the Insurer knows about the offense alleged in such suit are such that no conflict appears to exist between the interests of the Insured and the Interests of the indemnitee; 2. The first unnumbered paragraph beneath Paragraph 21(2)(b) is deleted and replaced by the following: So long as the above conditions are met, attorneys fees incurred by the Insurer in the defense of that indemnitee, necessary litigation expenses incurred by the Insurer, and necessary litigation expenses incurred by the indemnitee at the Insurer's request will be paid as defense costs. Notwithstanding the provisions of Paragraph e.(2) of the Contractual Liability exclusion (as amended by this Endorsement), such payments will CNA74870XX (1-15) Policy No: Page 12 of 13 Endorsement No. 1 Effective Date: 1/21/19 Insured Name: copyright CNA All Rights Reserved. Includes copyrighted malarial of Insurance Seftes Offbe, Inc., wMr Its permission. CNA CNA PARAMOUNT General Liability Extension Endorsement not be deemed to be damages for personal and advertising injury and will not reduce the limits of insurance. D. This PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY Provision does not apply if Coverage B —Personal and Advertising Injury Liability is excluded by another endorsement attached to this Coverage Part. 17. PROPERTY DAMAGE —ELEVATORS A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage LIablltty, the paragraph entitled Exclusions is amended such that the Damage to Your Product Exclusion and subparagraphs (3), (4) and (6) of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators. B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE — ELEVATORS Provision, the Other Insurance conditions is amended to add the following paragraph: This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis that is Property Insurance covering property of others damaged from the use of elevators. 18. SUPPLEMENTARY PAYMENTS The section entitled SUPPLEMENTARY PAYMENTS-- COVERAGES A AND B is amended as follows: A. Paragraph 1.b. Is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a $5,000. limit; and B. Paragraph 1.d. Is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a 1,000. limit. 19. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS It the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured's Coverage Part, the Insurer will not deny coverage under this Coverage Part because of such failure. 0 20. WAIVER OF SUBROGATION - BLANKET Under CONDITIONS, the Transfer Of Rights Of Recovery Against Others To Us Condition is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1. the Named Insured's ongoing operations; or 2. your work included in the products -completed operations hazard. However, this waiver applies only when the Named Insured has agreed In writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: 1. is in effect or becomes effective during the term of this Coverage Part; and 2. was executed prior to the bodily Injury, property damage or personal and advertising Injury giving rise to the claim. Ail other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA74879X0((1-15) Policy No: 607000011 Page 13 of 13 Endorsement No: 1 Insured Name: Effective Date: 1/21/19 Copyright CNA AN %hts Reword Includes copyrighted materle! of Insurance SerAces Office, Inc., wIth Its permisslon. I l:.il iti;'. r•ri i'I 1%:, ,l` 'ill 1 l i ld ',t+ti f' '.l i ,'{171"/:. It is understood and agreed that this endorsement amends the BUSINESS AUTO COVERAGE FORM as follows. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement to such provision do not apply. TABLE OF CONTENTS A. Who Is An Insured 1. Majority Owned Corporations 2. Newly Acquired Organizations 3. Additional Insureds Required By Written Contracts 4. Employee -Hired Autos B. Increased Loss of Earnings Allowance C. Fellow Employee Coverage II. AMENDMENTS TO PHYSICAL DAMAGE COVERAGE A. Increased Loss of Use Expense B. Broadened Electronic Equipment Coverage Ili. Ai1IENDMENTS TO BUSINESS AUTO CONDITIONS A. Knowledge of Accident or Loss I B. Knowledge of Documents CC. Waiver of Subrogation D. Unintentional Failure To Disclose Hazards E. Primary and Non -Contributory When Required By Contract 1 i IV. AMENDMENTS TO DEFINITIONS i A. Broadened Bodily Injury i I. ANIENDIIENTS TO LIABILITY COVERAGE A. Amendments to Who Is An Insured Under SECTION it — COVERED AUTOS LIABILITY COVERAGE, the paragraph entitled Who Is An Insured is amended to add the following: 1. Majority Owned Corporations Any incorporated entity in which you own a majority of the voting stock on the inception date of this Coverage Form is an insured, but only if such entity is not an insured under any other liability policy" that provides auto coverage. 2. Newly Acquired Organizations Form o: ) Policy o: 6U7600UU25 —_ Endorsement Effective Date: 1/'`1/2019 Policy Effective Date: 1/21/2019 Endorsement No: i ; Page: a of b Policy Page: z of y Underwriting Company: National Fire Ins. Co. of Harf A Any organization you newly acquire or form during the policy period, other than a limited liability company, partnership or joint venture, and in which you maintain majority ownership interest is an insured, but only if such organization is not an insured under any other liability "policy" that provides auto coverage. The insurance afforded by this provision: a. Is effective on the date of acquisition or formation of the organization, and applies until: 1) The end of the policy period of this Coverage Form; or 2) The next anniversary of this Coverage Form's inception date, whichever is earlier; and b. Does not apply to bodily injury or property damage caused by an accident that occurred before you acquired or formed the organization. 3. Additional Insureds Required By Written Contract Any person or organization that you are required by written contract to make an additional insured under this insurance is an insured, but only with respect to that person or organization's legal liability for acts or omissions of a person who qualifies as an insured for Liability Coverage tinder SECTION 11 - WHO IS AN INSURED of this Coverage Form. 4. Employee -Hired Autos Any employee of yours is an insured while operating with your permission an auto hired or rented under a contract in that employee's name, while performing duties related to the conduct of your business. With respect to provisions A.1. and A.2. above, "policy" includes those policies that were in force on the inception date of this Coverage Form, but: i. Which are no longer in force; or ii. Whose limits have been exhausted. B. Increased Loss of Earnings Allowance Under SECTION II — COVERED AUTOS LIABILITY COVERAGE, the paragraph entitled Coverage Extensions is amended under Supplementary Payment subparagraph (4) to delete the $250. a day limit for loss of earnings and replace it with a $500. a day limit. C. Fellow Employee Coverage Under SECTION II — COVERED AUTOS LIABILITY COVERAGE, the paragraph entitled Exclusions is amended to delete the exclusion entitled Fellow Employee. II. AMENDMENTS TO PHYSICAL DAMAGE COVERAGE A. Increased Loss of Use Expense Under SECTION Ill — PHYSICAL DAMAGE COVERAGE, the paragraph entitled Coverage Extensions is amended under Loss of Use Expenses to delete the maximum of $600., and replace it with a maximum of $800. B. Broadened Electronic Equipment Coverage Under SECTION Ill — PHYSICAL DAMAGE COVERAGE, the paragraph entitled Exclusions is amended to delete paragraphs 5.a through 5.d. in their entirety, and replace them with the following: S. Exclusions 4.c. and 4.d. above do not apply to loss to any electronic equipment that at the time of loss is: orm o: ) Policy No:607600(X)2) Endorsement Effective Date: 1/21/2019 Policy Effecti,,e 1/21/2019 Endorsement No: 1 ; Page: a of b Policy Page: x of y Underwriting Company: Natioinal Fire Insurance Co. of Hartford CNA a. Permanently installed in or upon a covered auto, nor to such equipment's antennas or other accessories used with such equipment. A $100 deductible applies to this provision, and supersedes any otherwise applicable deductible; or b. Designed to be operated solely by use of the power from the auto's electrical system and is: 1) Removable from a housing unit which is permanently installed in or upon the covered auto; 2) An integral part of the same unit housing any electronic equipment described in paragraphs a. or b.(1) above; or 3) Necessary for the normal operation of the covered auto or the monitoring of the covered auto's operating system. III. AiMENDIIENTS TO BUSINESS AUTO CONDITIONS A. Knowledge of Accident or Loss Under BUSINESS AUTO CONDITIONS, the Loss Condition entitled Duties In the Event of Accident, Claims, Suit, or Loss is amended to add the following subparagraph a.(4): 4) If your employees know of an accident or loss, this will not mean that you have such knowledge until such accidentor loss is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to be your insurance manager. B. Knowledge of Documents Under BUSINESS AUTO CONDITIONS, the Loss Condition entitled Duties In the Event of Accident, Claims, Suit, or Loss is amended to add the following subparagraph b.(6): 6) If your employees know of documents concerning a claim or suit, this will not mean that you have such knowledge until such documents are known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to be your insurance manager. C. Wainer of Subrogation Under BUSINESS AUTO CONDITIONS, the Loss Condition entitled Transfer Of Rights Of Recover)- Against ecoveryAgainstOthersToUsisamendedtoaddthefollowing: We waive any right of recovery we may have, because of payments we make for injury or damage, against any person or organization for whom or which you are required by written contract or agreement to obtain this waiver from tis. This injury or damage trust arise out of your activities tinder a contract with that person or organization. You must agree to that req uirementprior to an accident or loss. D. Unintentional Failure To Disclose Hazards Under BUSINESS AUTO CO,N'DITIONS, the General Condition entitled Concealment, Misrepresentation or Fraud is amended to add the following: Your failure to disclose all hazards existing on the inception date of this Coverage Form shall not prejudice you with respect to the coverage provided by this insurance, provided such failure or omission is not intentional. E. Primary and Non -Contributory When Required By Contract Under BUSINESS AUTO CONDITIONS, the General Condition entitled Other Insurance is amended to add the following: orm NO: o ,cy NO: .a Endorsement Effective Date: 1/21/2019 Policy Effective Date: 1/21/2019 Endorsement No: 1; Page: a of b Policy Page: x of y Underwriting Company: National Fire Insurance Co. of Hartford CNA Notwithstanding provisions 5.a. through 5.d. above, the coverage provided by this Coverage Form shall be on a primary and non-contributory basis when required to be so by a written contract entered into prior to accident or loss. IV. AMENDMENTS TO DEFINITIONS A. Broadened Bodily Injury Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, including death, mental anguish or mental injury sustained by that person which results as a consequence of the physical injury, sickness or disease. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy. Form No: CNA83700XX (10.2015) Policy No: 607600025 Endorsement Effective Date: 1/21/2019 Policy Effective Date: 1/21/2019 Endorsement No: 1 ; Page: a of b Policy Page: x of y Underwriting Company: National Fire Insurance Co. of Hanford It is understood and agreed that: CNA PARAMOUNT Policy Holder Notice - Countrywide If the Named Insured has agreed under written contract to provide notice of cancellation to a party to whom the Agent of Record has issued a Certificate of Insurance, and If the Insurer cancels a policy term described on that Certificate of Insurance for any reason other than nonpayment of premium, then notice of cancellation will be provided to such Certificate holders at least 30 days In advance of the date cancellation is effective. If notice is mailed, then proof of mailing to the last known mailing address of the Certificate holder on file with the Agent of Record will be sufficient to prove notice. Any failure by the insurer to notify such persons or organizations will not extend or invalidate such cancellation, or impose any liability or obligation upon the Insurer or the Agent of Record. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA75014XX (1-15) Policy No: Page 1 of 1 Endorsement No: See Certificate Effective Date: 1/29/19 Insured Name: Raftelis Financial Consultants, Inc. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNABusiness Auto Policy It is understood and agreed that: If you have agreed under written contract to provide notice of cancellation to a party to whom the Agent of Record has issued a Certificate of Insurance, and if we cancel a policy term described on that Certificate of Insurance for any reason other than nonpayment of premium, then notice of cancellation will be provided to such Certificate Holders at least 30 days in advance of the date cancellation is effective. If notice is mailed, then proof of mailing to the last known mailing address of the Certificate Holder on file with the Agent of Record will be sufficient to prove notice. Any failure by us to notify such persons or organizations will not extend or invalidate such cancellation, or impose any liability or obligation upon us or the Agent of Record. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, take effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Form No: CNA68021XX (02-2013) Policy No: 6076000025EndorsementEffectiveDeb: Endorsement Expiration Date: Policy Effective Date: 01/21/2018 Endorsement No: 5; Page: 1 of 1 Policy Pape: J of 1 Underwriting Company: National Fire Insurance Company of Hartford, 151 N Franklin St, Chicago, IL 60606 CNAWorkers Compensation And Employers Liability Insurance Policyholder Notice NOTICE OF CANCELLATION TO CERTIFICATE HOLDERS It is understood and agreed that: If you have agreed under written contract to provide notice of cancellation to a party to whom the Agent ofRecordhasissuedaCertificateofInsurance, and if we cancel a policy term described on that Certificate ofInsuranceforanyreasonotherthannonpaymentofpremium, then notice of cancellation will be provided tosuchCertificateHoldersatleast30daysinadvanceofthedatecancellationiseffective. If notice is mailed, then proof of mailing to the last known mailing address of the Certificate Holder on file withtheAgentofRecordwillbesufficienttoprovenotice. Any failure by us to notify such persons or organizations will not extend or invalidate such cancellation, orimposeanyliabilityorobligationuponusortheAgentofRecord. All other terms and conditions of the policy remain unchanged This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless anothereffectivedate (the Endorsement Effective Date) is shown below, and expires concurrently with said policyunlessanotherexpirationdateisshownbelow. Form No: CC68021 A (02-2013) Policyholder Notice; Page: 1 of 1 Policy No: WC 6 76305637 Policy Effective Date: Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 11 of 1461/ 21/2019 c Copyright CNA All Rights Reserved. Agenda Item F AGENDA STAFF REPORT DATE:October 26, 2020 TO:Honorable Mayor and City Council THRU:Jill R. Ingram, City Manager FROM:Philip L. Gonshak, Chief of Police SUBJECT:Approving Amendment No. 2 to the Professional Services Agreement with Dixon Resources Unlimited, for On-Call Parking Support Services ________________________________________________________________ SUMMARY OF REQUEST: That the City Council adopt Resolution 7079: 1. Approving Amendment No. 2 to the Professional Services Agreement dated July 22, 2019, with Dixon Resources Unlimited to increase compensation by $40,000 for a revised total contract not-to-exceed amount of $85,000 for additional on-call parking support services; and, 2. Authorizing the City Manager to Execute Amendment No. 2. BACKGROUND AND ANALYSIS: In July 2017, Dixon Resources Unlimited was hired as the City’s Parking Project Manager. In July 2019, Dixon Resources Unlimited was retained by the City for On-Call Parking support services. Due to COVID-19, the progression of the parking improvement projects slowed resulting in the necessity of a contract term extension from June 2020 to June 2021. At this time the City is still moving forward with the final projects for parking improvement. This includes the web-based parking app, virtual parking permits for all parking passes, and the use of Automated License Plate Readers for enforcement. Dixon has also acted as a liaison between all parties engaged in ongoing parking improvement projects. As these projects continue, we want to ensure the funding is available if there is need to continue the use of Dixon Unlimited Resources as a subject matter expert. Page 2 8 5 7 ENVIRONMENTAL IMPACT: There is no environmental impact related to this item. LEGAL ANALYSIS: The City Attorney has reviewed and approved as to form. FINANCIAL IMPACT: The approval of the proposed Amendment No. 2 does not directly appropriate or expend funds. Services performed by Dixon Resources Unlimited under this Agreement will be used to the extent of available funding in the Adopted Fiscal Year 2020-21 Budget. STRATEGIC PLAN: This item is not applicable to the Strategic Plan. MEASURE BB: This item is not applicable to Measure BB, the Seal Beach Neighborhood and Essential Services Protection Measure. RECOMMENDATION: That the City Council adopt Resolution 7079: 1. Approving Amendment No. 2 to the Professional Services Agreement dated July 22, 2019, with Dixon Resources Unlimited to increase compensation by $40,000 for a revised total contract not-to-exceed amount of $85,000 for additional on-call parking support services; and, 2. Authorizing the City Manager to Execute Amendment No. 2. SUBMITTED BY: NOTED AND APPROVED: Philip Gonshak Jill R. Ingram Philip L. Gonshak, Chief of Police Jill R. Ingram, City Manager Prepared by: Michael Ezroj, Police Captain Page 3 8 5 7 ATTACHMENTS: A. Resolution 7079 B. Dixon Resource Unlimited Professional Service Agreement with Amendment No.1 C. Dixon Resource Unlimited Professional Service Agreement Amendment No.2 RESOLUTION 7079 A RESOLUTION OF THE SEAL BEACH CITY COUNCIL APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTE AMENDMENT NO. 2 TO THE PROFESSIONAL SERVICES AGREEMENT WITH DIXON RESOURCES UNLIMITED FOR ON-CALL MUNICIPAL PARKING AND MOBILITY SERVICES WHEREAS, on July 1, 2019, the City entered into a professional services agreement (“Agreement”) with Dixon Resources Unlimited (“Dixon”) for on-call municipal parking and mobility services. WHEREAS, on July 1, 2020, the Parties entered into Amendment No. 1 to extend the term of the Agreement June 30, 2021. WHEREAS, the Parties wish to further amend the Agreement to modify the compensation amount to accommodate additional work performed during the extended term. THE SEAL BEACH CITY COUNCIL DOES HEREBY RESOLVE: Section 1. The City Council hereby approves Amendment No. 2 to the Agreement, to increase Dixon’s compensation by $40,000 for a revised total contract not-to exceed amount of $85,000, attached hereto as Exhibit A and incorporated herein by this reference as though set forth in full. Section 2. The Council hereby authorizes the City Manager or her designee to execute on behalf of the City of Seal Beach Amendment No. 2 and all necessary documents in relation thereto. 5 4 8 4 PASSED, APPROVED AND ADOPTED by the Seal Beach City Council at a regular meeting held on the October 26, 2020 by the following vote: AYES: Council Members NOES: Council Members ABSENT: Council Members ABSTAIN: Council Members Schelly Sustarsic, Mayor ATTEST: Gloria D. Harper, City Clerk STATE OF CALIFORNIA } COUNTY OF ORANGE } SS CITY OF SEAL BEACH } I, Gloria D. Harper, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution 7079 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 26th day of October, 2020. Gloria D. Harper, City Clerk S7296-0001\2465967v2.doc PROFESSIONAL SERVICES AGREEMENT AMENDMENT NO 2 Between City of Seal Beach 211 8th Street Seal Beach, CA 90740 & Dixon Resources Unlimited 3639 Midway Drive Suite B345 San Diego, CA 92110 213-716-6933 This Amendment No. 2 to the Professional Service Agreement (“the Agreement”) dated July 1, 2019 by and between Dixon Resources Unlimited (“Consultant”), a California Corporation and the City of Seal Beach (“City”), a California charter city, (collectively, “the Parties”) is made to be effective October 26, 2020. 2 of 3 S7296-0001\2465967v2.doc RECITALS A. The City and Consultant are parties to the Agreement, pursuant to which Consultant provides on-call municipal parking and mobility services. B. On July 1, 2020, the Parties entered into Amendment No. 1 to the Agreement to extend the term of the Agreement to June 30, 2021. C. The Parties desire to further amend the Agreement to increase the total compensation amount to accommodate additional work performed during the extended term. NOW THEREFORE, in consideration of the Parties’ performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows: AGREEMENT 1. Section 3.0 of the Agreement (Consultant Compensation) is hereby amended to read as follows: “3.0 Consultant’s Compensation City will pay Consultant in accordance with the rates shown on the fee schedule set forth in Exhibit A for the Services but in no event will the City pay more than $85,000. Any additional work authorized by the City pursuant to Section 1.4 will be compensated in accordance with the fee schedule set forth in Exhibit A. In the event of any conflict or inconsistency between Exhibit A and this section, the terms of this section shall prevail.” 2. All other terms and provisions of the Agreement, as previously amended, shall remain in full force and effect. In the event of a conflict between the provisions of this Amendment No. 2 and the provisions of the Agreement or Amendment No. 1, the provisions of this Amendment No. 2 shall control. IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives, have executed this Amendment No. 2 as of the date and year first above written. S7296-0001\2465967v2.doc CITY OF SEAL BEACH By: _________________________ Jill R. Ingram, City Manager Attest: By: _________________________ Gloria Harper, City Clerk Approved as to Form: By: _________________________ Craig A. Steele, City Attorney Dixon Resources Unlimited By: _________________________ Julie Dixon, Principal Agenda Item G AGENDA STAFF REPORT DATE:October 26, 2020 TO:Honorable Mayor and City Council THRU:Jill R. Ingram, City Manager FROM:Steve Myrter, P.E., Director of Public Works SUBJECT:Approving and Authorizing a Professional Services Agreement with Engineering Solutions Services, Inc. for Grant Writing and Management Services ________________________________________________________________ SUMMARY OF REQUEST: That the City Council adopt Resolution 7080: 1. Approving and awarding a Professional Services Agreement with Engineering Solutions Services, Inc. in a not-to-exceed amount of $120,000 to provide grant writing and management services; and, 2. Authorizing and directing the City Manager to execute the Agreement; and, 3. Authorizing the City Manager the option to execute a professional services agreement amendment to extend the Agreement up to two (2) additional one-year terms after its original term for a not-to-exceed amount of $60,000 per additional term. BACKGROUND AND ANALYSIS: The City’s Public Works Department has a robust Operations & Maintenance and Capital Improvement Program, with the adopted Fiscal Year 2020-21 budget amounting to over $23 million. While each discipline draws from different funding sources, there are budgetary limitations as to how many improvements can be provided. Funding opportunities such as grants and low-interest loans, are two ways to secure additional funding to supplement the City’s budgetary needs and provide more project improvements to the community. As funding opportunities are generally time sensitive, staff recommends retaining a grant writing and management consultant to be readily available to prepare and negotiate an application in a timely fashion. Given the funding and reporting complexities, this consultant would also provide grant management services to ensure compliance. Page 2 8 5 4 Engineering Solutions Services, Inc. (ESS) has submitted a proposal to provide grant writing and management services. ESS has demonstrated a proven track record of analyzing an agency’s needs and developing a funding strategy for successful applications. ESS provides these as-needed services to over 30 municipalities and special districts, including LA Metro, City of Santa Ana, and Port of Long Beach. ESS specializes in funding sources in the infrastructure, transportation, parks & recreation, emergency preparedness, and environmental sustainability/smart cities sectors. Examples of ESS’s accomplishments include: • Award on all applications to date from Bureau of Reclamation. • Approval of $33 million for stormwater and pipeline upgrades in the City of Vista. • Approval from Water Infrastructure Finance and Innovation Act for over $50 million for two projects in 2018. • Approval of $103 million State Water Resources Control Board revolving fund in record time. Staff recommends entering into a professional services agreement with ESS to provide professional grant writing and management services for a two-year term for a not-to-exceed amount of $120,000. The City will have the option to extend the Agreement for up to two (2) additional one-year terms. Contract extensions will be at a not-to-exceed amount of $60,000 per one-year term extension. As each application’s complexity varies, compensation will be on a time-and- material basis. Furthermore, due to the as-need nature and availability of applicable funding opportunities at any given time, work is not guaranteed to the consultant. ENVIRONMENTAL IMPACT: This item is not subject to the California Environmental Quality Act (“CEQA”) pursuant to Section 15061(b)(3) of the state CEQA Guidelines because it can be seen with certainty that approval of a professional services agreement will not have a significant effect on the environment. LEGAL ANALYSIS: The City Attorney has approved the resolution as to form. FINANCIAL IMPACT: All grant writing and management consulting services would be directly related to a CIP project. Costs incurred under this contract would be charged to the applicable CIP project. Therefore no additional appropriation is required at this time. Page 3 8 5 4 STRATEGIC PLAN: This item is not applicable to the Strategic Plan. MEASURE BB: This item is not applicable to Measure BB, the Seal Beach Neighborhood and Essential Services Protection Measure. RECOMMENDATION: That the City Council adopt Resolution 7080: 1. Approving and awarding a Professional Services Agreement with Engineering Solutions Services, Inc. in a not-to-exceed amount of $120,000 to provide grant writing and management services; and, 2. Authorizing and directing the City Manager to execute the Agreement; and, 3. Authorizing the City Manager the option to execute a professional services agreement amendment to extend the Agreement up to two (2) additional one-year terms after its original term for a not-to-exceed amount of $60,000 per additional term. SUBMITTED BY: NOTED AND APPROVED: Steve Myrter Jill R. Ingram Steve Myrter, P.E., Director of Public Works Jill R. Ingram, City Manager Prepared by: Iris Lee, Deputy Public Works Director/City Engineer ATTACHMENTS: A. Resolution 7080 B. Agreement with Engineering Solutions Services, Inc. RESOLUTION 7080 A RESOLUTION OF THE SEAL BEACH CITY COUNCIL AWARDING AND AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH ENGINEERING SOLUTIONS SERVICES, INC., FOR GRANT WRITING AND MANAGEMENT SERVICES WHEREAS, the City of Seal Beach (City) manages a robust operations and maintenance, and capital improvement program; and, WHEREAS, the City desires to secure available and applicable funding opportunities to supplement the City’s budget and deliver additional City improvements; and, WHEREAS, the City desires to retain a consultant to assist in applying for and managing these funding opportunities; and, WHEREAS, Engineering Solutions Services, Inc., submitted a proposal dated September 16, 2020 to the City to provide professional grant writing and management services; and, WHEREAS, the City has determined that Engineering Solutions Services, Inc. is qualified to provide grant writing and management services. NOW, THEREFORE, THE SEAL BEACH CITY COUNCIL DOES HEREBY RESOLVE: Section 1. The City Council hereby awards a Professional Services Agreement (Agreement) to Engineering Solutions Services, Inc., in a not-to- exceed amount of $120,000 for a two-year term. Section 2. The City Council hereby authorizes and directs the City Manager to execute the Agreement on behalf of the City, pursuant to the Engineering Solutions Services, Inc. proposal dated September 16, 2020. Section 3. The City Council hereby authorizes the City Manager to extend the Agreement with Engineering Solutions Services, Inc. for up to two (2) additional one-year terms, at her discretion, in a not-to-exceed amount of $60,000 for each one-year term extension. 5 4 8 2 PASSED, APPROVED and ADOPTED by the Seal Beach City Council at a regular meeting held on the 26th day of October, 2020 by the following vote: AYES: Council Members NOES: Council Members ABSENT: Council Members ABSTAIN: Council Members Schelly Sustarsic, Mayor ATTEST: Gloria D. Harper, City Clerk STATE OF CALIFORNIA } COUNTY OF ORANGE } SS CITY OF SEAL BEACH } I, Gloria D. Harper, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution 7080 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 26th day of October, 2020. Gloria D. Harper, City Clerk PROFESSIONAL SERVICES AGREEMENT for Professional Grant Writing and Management Services between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 & Engineering Solutions Services, Inc. 23232 Peralta Drive, Suite 112 Laguna Hills, CA 92653 (949) 797-6055 This Professional Service Agreement (“the Agreement”) is made as of October 26, 2020 (the “Effective Date”), by and between Engineering Solutions Services, Inc. (“Consultant”), a California corporation, and the City of Seal Beach (“City”), a California charter city, (collectively, “the Parties”). 2 of 15 RECITALS A. City desires certain professional grant writing and management services. 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 grant writing and management 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 professionals 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 (collectively “Services”) set forth in the Proposal attached hereto as Exhibit A 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. Consultant shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City. 1.3. In performing this Agreement, Consultant shall comply with all applicable provisions of federal, state, and local law. 1.4. As a material inducement to City to enter into this Agreement, Consultant hereby represents that it has the experience necessary to undertake the Services to be provided. In light of such status and experience, Consultant hereby covenants that it shall follow the customary professional standards in performing all Services. The City relies upon the skill of Consultant, and Consultant’s staff, if any, to do and perform the Services in a skillful, competent, and professional manner, and Consultant and Consultant’s staff, shall perform the Services in such manner. Consultant shall, at all times, meet or exceed any and all applicable professional standards of care. The acceptance of Consultant’s work by the City shall not operate as a release of Consultant from such standard of care and workmanship. 3 of 15 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 in accordance with Section 3.0. 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 as of the Effective Date and shall continue for a term of two (2) years (“Original Term”) and shall expire at midnight on October 26, 2022, unless sooner terminated or extended as provided by this Agreement. 2.2. The City, at its sole option, may elect to extend the Original Term of this Agreement, upon the same terms and conditions, for up to two (2) additional terms of one year each (“extension”), by providing written notice to Contractor at least one month prior to the expiration of an existing term. If timely elected by the City, the first extension shall have a term extending from October 26, 2022 through and including October 26, 2023, unless sooner terminated or extended pursuant to this Agreement. If timely elected by the City, the second extension shall be from October 26, 2023 through and including October 26, 2024, unless sooner terminated pursuant to this Agreement. Any extension shall not be effective except upon execution of a written amendment to this Agreement signed by the City Manager and Contractor’s authorized representatives. 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 the Services but in no event will the City pay more than the total not-to-exceed amount of $120,000.00 (One Hundred Twenty Thousand and 00/XX) for the Original Term. 3.2. In the event that City elects to extend the Original Term in accordance with Section 2.2 of this Agreement, 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 $60,000.00 (Sixty Thousand and 00/XX) for each extension. 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 4 of 15 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 (3) years following the termination of this Agreement. 5.0 Termination 5.1. This Agreement may be terminated by City, without cause, or by Consultant based on reasonable cause, upon giving the other party written notice thereof not less than 30 days prior to the date of termination. 5.2. This Agreement may be terminated by City upon 10 days’ notice to Consultant if Consultant fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy. 6.0 Party Representatives 6.1. The City Manager is the City’s representative for purposes of this Agreement. 6.2. Sudi Shoja is the Consultant's primary representative for purposes of this Agreement. Sudi Shoja 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 5 of 15 To Consultant: Engineering Solutions Services, Inc. 23232 Peralta Drive, Suite 112 Laguna Hills, CA 92653 Attn: Sudi Shoja 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 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 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. 6 of 15 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 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, caused by or relating to the violation of any of the provisions of this 7 of 15 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 any other provision 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 City 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. Consultant 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 Consultant’s violation of any provisions of this Section 9.0. This duty of indemnification is in addition to Consultant’s duty to defend, indemnify and hold harmless as set forth in any other provision 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. 8 of 15 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 three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. City’s rights under this Section 13.0 shall survive for three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. 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. 9 of 15 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 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, 10 of 15 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 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, 11 of 15 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 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 12 of 15 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. 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, 13 of 15 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. 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. 14 of 15 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 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. EXHIBIT A Consultant’s Proposal Proposal For Grant Writing and Management Services City of Seal Beach 1 City of Seal Beach Proposal to Provide Grant Writing and Management Services September 16, 2020 Submitted by Engineering Solutions Services, Inc. 23232 Peralta Drive, Suite 112 Laguna Hills, CA 92653 (949) 797-6055 Proposal For Grant Writing and Management Services City of Seal Beach 2 Ms. Iris Lee September 15, 2020 Deputy Public Works Director/City Engineer Public Works Department 211 Eighth Street Seal Beach, CA 90740 Re: Proposal to Provide Grant Writing and Management Services Dear Iris, Engineering Solutions Services (ESS) welcomes the opportunity to submit this proposal to provide grant writing and research services for the City of Seal Beach (City). Our goal is to bring in the maximum available grant funding for the City. Having secured more than $380 million in the past seven years in a variety of projects, we bring an unmatched level of experience to identify and assist your City with developing a strategic plan and prepare winning applications to ensure an expedited and successful funding award. What sets ESS apart is that we are not just a funding company but former municipal managers with technical and funding expertise that has earned deep-rooted relationships with funding agencies. As such, we are aware of upcoming funding opportunities and have been achieving highest awards of projects by preparing credible reports and strategizing timely submittal of applications on behalf of our clients. We have reviewed the Public Works Capital Improvement Program (CIP) for 2019-2024 and identified several projects that may benefit from grant funding opportunities currently open to receive applications. As it is demonstrated in our proposal, we have a proven track record in successful award of grants for the multiple types of projects the City has listed, and we would like to use our expertise to obtain maximum grant funding for these projects. We will use our expertise to conduct a needs assessment and leverage our relationships with the funding agencies to identify grants, and work with your staff to secure those grants. Effective, full-circle strategies like these are key to obtaining the most possible grant award funding for CIP projects. I will serve as the program manager for this contract, and as the Principal of ESS, I am fully authorized to legally bind ESS in agreements with the City. I can be reached at (949) 637-1405 or via email at Sudi@engineeringsolutionsservices.net. My project team and I look forward to working with you and all the City staff to develop a work plan that identifies grants that meet the short- and long-term needs for funding projects and answering any questions you may have about our proposal. Sincerely, Sudi Shoja, PE, F. ASCE Principal Proposal For Grant Writing and Management Services City of Seal Beach 3 Table of Contents BACKGROUND .............................................................................................................................................. 4 PROJECT TEAM & QUALIFICATIONS............................................................................................................. 7 Engineering Solutions Services Organizational Chart ................................................................................. 8 EXPERIENCE ................................................................................................................................................ 26 REFERENCES ................................................................................................................................................ 33 METHODOLOGY & APPROACH .................................................................................................................. 34 PROJECT MANAGEMENT ............................................................................................................................ 45 FEE SCHEDULE ............................................................................................................................................. 47 Proposal For Grant Writing and Management Services City of Seal Beach 4 BACKGROUND Engineering Solutions Services (ESS) was founded by Sudi Shoja, PE, a former City Engineer who has more than 29 years of experience in managing CIP and Water and Sewer programs of over $100 million. She founded ESS in 2012 with the goal of assisting local entities in achieving their goals in funding and compliance, program management, quality assurance/quality control, and project delivery. She leverages her successful experience with transforming the agencies where she worked from losing funding to securing maximum grant funding possible, meeting the various funding agency requirements, and serving as an example for successful audit processes. As a result, she has earned a reputation that gained us our impressive repeat client list in a short timeframe. Included below are a few examples: • ESS has received award on ALL of its applications to date from Bureau of Reclamation • Received approval from WIFIA for over $50 million for two projects in 2018 • Prepared successful cogeneration project application for $8 million in funding • The SRF application package for $103 million to SWRCB was approved in record time and with no comments • Restructured a grant application for energy efficiency that resulted in more than $5.1 million of grant funding & $32 million in SRF funding for the City of Palm Springs • Developed a funding plan for the City of Santa Ana that identified more than $25 million in grant funding in water, recycled water, and sewer projects • Created a funding strategy for the City of Hemet that resulted in $6 million in savings and more than $15 million in funding • Successfully awarded Proposition 84 grants in two cycles • Successfully awarded $39.2 million in GHG reduction funding since 2016 • ESS arranged for a funding fair attended by SWRCB, FEMA & County representatives ESS is comprised of former agency personnel who are thoroughly familiar with the intricate details of various funding requirements and excel at strategic planning for clients to maximize the potential for securing grants, successful management for meeting the requirements, obtaining proper authorization and reimbursements and positive audit process of the projects. ESS is certified as a Disadvantaged Business Enterprise (DBE) and Small Business Enterprise (SBE) with 12 employees at its office in Laguna Hills. Engineering Solution Services fully understands the inner workings of the regional and municipal government process. Comprised of former government engineering and traffic managers, we have been confronted with many of the same design, budget, schedule and project-delivery challenges that face our client governments. We have secured over $380 million for various agencies in the past seven years. Proposal For Grant Writing and Management Services City of Seal Beach 5 This understanding allows our people to think like public agencies and address the challenges they are facing with proactive, well-planned, cost-efficient, and innovative solutions tailored to your needs. We approach every project strategically and scale our resources to fit the agency and scope of work. ESS specializes in various funding resources, such as: CA Department of Water Resources Control Board for Green Project Reserve (GPR) and State Revolving Funds (SRF), Environmental Protection Agency (EPA), US Bureau of Reclamation (BOR), Title XVI, Propositions 1, 13, 68, 84, Water Department of Water Resources (DWR), Infrastructure Finance & Innovation Act (WIFIA), Proposition 84, FEMA related grants, Air Quality Management District (AQMD), California Air Resources Board (CARB), Community Development Block Grant (CDBG), Commerce-Economic Development Administration, funding for brownfields and remedial services, environmental Bicycle Transportation Account (BTA), Safe Route to Schools, High Priority Projects (HPP), local tax measures, TIGER Grants, and numerous other grants Our services include: Fund Strategy Development, Grant Writing, & Fund Compliance We are committed to being accountable and sharing ownership of the product and service. We believe that successful projects are a result of a well-managed and motivated team. Our team members possess a proven ability to establish and implement best practices, maintain continuity and flexibility, and deliver timely responses. We offer accessibility to a network of experts to address unique needs. We believe in doing the job right the first time. Our commitment to providing excellent customer service has gained us repeated clients and contracts. We understand the challenges and requirements of municipal governments since many of our staff have held senior and executive management positions with California cities, including Public Works Directors, City Engineers, Capital Project Managers, and Our Clients Served as prime or sub- consultant LA Metro Long Beach Water District Port of Long Beach City of Long Beach City of Redondo Beach City of Commerce SBCTA OCTA MSWD CVWD San Bernardino Municipal Water Dept City of Santa Ana City of Laguna Beach City of Palm Springs County of Orange City of San Marcos Los Angeles Metro City of Lake Forest City of Laguna Woods City of Villa Park City of Laguna Niguel City of Irvine City of Tustin City of Newport Beach CA Earthquake Authority City of Hemet City of Perris City of Banning City of Richmond SOCWA Chino Basin WCD South Coast Water District Proposal For Grant Writing and Management Services City of Seal Beach 6 Construction Managers. This background and experience are important because document preparation will require a high level of interaction with the state project managers. ESS is the right team to provide the consulting services for identifying and securing grants, finalizing agreements and monitoring funding compliance. We work as your partner, incorporating grant funding conversations in the process of each project as early as possible in order to maximize the potential for planning grant funding as well as implementation grand funding. Proprietary tools, such as our Work Plan Structure (WPS), in conjunction with our team’s extensive experience and relationships with funding agencies, make this process easy. THIS IS WHAT OUR CLIENTS SAY ABOUT US: ESS really wants to help our City. Very organized and follow up is incredible. If you work with Sudi you will see that she makes every effort to be a huge support and not a burden. She takes care of her clients and you can tell she is passionate about what she does. ESS works to collect the information themselves instead of asking you for it and are very responsive when we have questions. ESS would be an asset to you. Kris Jensen, Public Works Director, City of Hemet You couldn’t pick anyone better to help you get and find grant funding. A great resource that won’t leave you hanging once the grant comes in and would guide you through the process and be happy to answer any of your questions after the fact. Doug Erdman, Principal Civil Engineer, City of Lake Forest She has been very responsive and has tried to keep all staff on track by checking in and urging us to keep the ball and direct contact with the project managers with the Green Project Reserve. They are really on top moving. From a customer service prospective ESS has been great, and their services are pretty affordable. ESS has a good relationship of the timeline and has been helping to keep us all motivated. Erik Brown, Novato Sanitary District Sudi with ESS is an expert and is extremely knowledgeable on what pieces of the process will need to be put where, and in what order. Carefully orchestrated. Betty Burnett, General Manager, SOCWA If you want to get grant funding, ESS is the expert and involved in the “grant community” and has been extremely successful. Larry Pierce, Public Works Director (former), City of Vista We had a wish list of the things we wanted to accomplish and ESS found the funding which matched our goals most. ESS made it clear what we could actually apply for. ESS knows all of the ins and outs of the application process. The rules change all of the time, and ESS is quite knowledgeable. ESS is also very thorough in their follow through. Finding ESS has been a big plus for the City. ESS was highly recommended to us. Rick Moreno, Facility Manager, City of San Bernardino We strive to exceed expectations, not just meet them. Proposal For Grant Writing and Management Services City of Seal Beach 7 PROJECT TEAM & QUALIFICATIONS ESS is committed to being accountable and sharing ownership of the product and service. We believe that successful projects are a result of a well-managed and motivated team. Our team members possess a proven ability to establish and implement best practices, maintain continuity and flexibility, and deliver timely responses. We offer accessibility to a network of experts to address unique needs. We believe in doing the job right the first time. Our commitment to providing excellent customer service has gained us repeated clients and contracts where about 70% of our work is by reference from our clients or funding agencies. We understand the challenges and requirements of municipal governments since many of our staff have held senior and executive management positions with California cities, including Public Works Directors, City Engineers, Capital Project Managers, and Construction Managers. This background and experience are important because document preparation will require a high level of interaction with the state project managers. ESS is the right team to provide the consulting services for identifying, securing and managing grants. We work as your partner, incorporating grant funding conversations in the process of each project as early as possible in order to maximize the potential for planning grant funding as well as implementation grand funding. Proprietary tools, such as our Work Plan Structure (WPS), in conjunction with our team’s extensive experience and relationships with funding agencies, make this process easy. Sudi will serve as a Project Manager and point of contact for this contract. She will assign a team with expert grant writers and support personnel as needed (if multiple pursuits are followed at the same time) to best meet the project deadlines. As it is demonstrated in the detailed resumes of proposed staff, our key members including Mir Fattahi, and Debbie Murphy bring their extensive experience in design, construction and project management to augment their knowledge in grant writing keen interest in obtaining maximum funding for the City. They are assisted by our project engineers who have been working with on similar assignments and many successful awards of grants. In addition, our team is unique to have technical experts such as Gary Sturdivan and Tamim Atayee with their extensive experience in preparation of FEMA and CalOES grant applications. Gary Sturdivan is an expert in preparation of FEMA/CalOES reimbursements and Tamim is highly regarded by CalOES and their consultant for his professional and technical expertise in preparing Benefit Cost Analysis required for FEMA grants. Sudi Shoja serves as a trainer for Safety Assessment Program (SAP) for CalOES and is the point of contact for CalOES to coordinate response after a disaster occurs. Together, they bring their extensive experience in FEMA related funding matters and deep-rooted relationship to benefit the City. Chenxia Li and Stan Klemanowicz, AIA, PMI, LEED, PE are our inhouse technical experts for energy and sustainability projects, proficient in providing all the grant requirements for various Green House Gas(GHG) reduction related projects, GHG calculations, sustainability and energy efficiency documentations. Proposal For Grant Writing and Management Services City of Seal Beach 8 Engineering Solutions Services Organizational Chart Proposal For Grant Writing and Management Services City of Seal Beach 9 Our Core Business is Funding Resumes of Key Personnel Sudi Shoja, PE, F. ASCE, Project Manager Sudi brings more than 30 years of municipal engineering, grant and fund management experience. She has an extensive experience in securing and managing various federal, state and local funds, gaining successful audits in all cases. She has been responsible for budgeting, scheduling and implementation of annual funds of over $100 million for various agencies. Moreover, she has also held numerous leadership positions and served on committees with regional and local government, professional associations and philanthropic organizations to advance regional planning, transportation, policy issues and local interests. Some of the grants she has successfully secured are: Bureau of Reclamation, FEMA and CalOES grants, State Water Resources Control Board, Proposition 1, 13, 68 & 84, Ground Water Grant Program, EPA Green Project Reserve, State Revolving Funds (SRF), Water Infrastructure Finance and Innovation Act (WIFIA), Local tax measures, and funding for climate change, environmental and numerous other grants from regional agencies. She is also very familiar with reimbursement procedures. The following are a sample of Sudi’s success stories since 2012: • Successful award on all Bureau of Reclamation grants submitted to date. • $50 million in WIFIA funding for two projects in 2018 • The $103 million application package was approved in record time and received no revisions. • Identified Green Project Reserve application for City of Palm Springs to bring in more than $5.1 million in grant funding. • Award of more than $39 million in GHG reduction since 2016 Selected Project Experience Grant Writing Assistance & Administration, Wastewater Treatment Plant and Cogeneration Projects, City of Palm Springs, CA Responsible for coordination with state project managers to obtain approval for securing over $32 million of funding, $5.1 million in grants for SCADA, VFD, lighting, site development and cogeneration projects in just two applications on behalf of the City. Reimbursement for previously expended design and equipment purchases have been added to the project application. ESS has also been responsible for filing for all reporting, reimbursements and monitoring Buy America, DBE and prevailing wage requirements per EPA regulations for two successful audits by SWRCB. Education: MS, Civil Engineering, Purdue, 1983 Registration: Professional Engineer CA, 42958, 1986 Affiliations: • American Public Works Association (APWA); • American Society of Civil Engineers (ASCE); • Woman in Transportation International (WTS); • Construction Management Association of America (CMAA); • California Emergency Services Association (CESA) Years of Experience: 30 Proposal For Grant Writing and Management Services City of Seal Beach 10 As-Needed Grant Writing Services, Water and Sewer Department, City of Santa Ana, CA Responsible for identification of grant funding opportunities, preparation of a funding strategy that identified over $33 million in grant funding. Responsible for successful grant applications and compliance- management services for grants from for BOR, SWRCB, SAWPA. Proposition 84 Grant Applications – Parks and Recreation Projects, City of Vista, CA Responsible for successful applications in two cycles that included stormwater quality improvements in Parks projects. As-Needed Grant Writing Services, Long Beach Water Department, Long Beach, CA Responsible for identification of grant funding opportunities, preparation of a funding strategy and preparation successful grant applications for Bureau of Reclamation Drought Resiliency and Water Energy Efficiency Grant Programs, and Title 16 and compliance-management services for the Department. ESS has identified and applied for grants over 3.5 million since 2018. As-Needed Grant Writing Services, Coachella Valley Water District, Coachella Valley, CA Responsible for preparation of successful applications to WIFIA for funding over $50 million for two flood control projects. Also, prepared two successful applications for FEMA funding that were approved by CalOES to FEMA for funding, preparation of a successful application for AMI demonstration project from Bureau of Reclamation Funding. Grant Writing Services, Multiple Projects, City of Hemet Water Department, Hemet, CA Responsible for preparation of successful grant application packages for more than $10 million in grant for transportation, planning and infrastructure projects and $18 million in SRF loan for Automated Water Metering, master plans. water distribution system upgrades and sewer collection system. Storm Water & Recycling Grants, City of Downey, CA Responsible for identification & application of successful $8 million for stormwater quality project that and submittal of a grant application for a recycling project. Grant Assistance Services, South Coast Water District (SCWD), Laguna Beach, CA Project manager responsible for securing the $103 million Clean Water Act state revolving fund loan from the State Water Resources Control Board. Coordination with state to obtain approval in record time. Preparation loan application materials for the District’s Tunnel Rehabilitation and Replacement Project and assisting staff with all the required resolutions and documents. Provided on‐call grant tracking and grant writing support for the District. Grant Application Assistance Services, County of Orange, Cities of Lake Forest, Villa Park, Laguna Woods, Commerce, Irvine, Newport Beach, Perris, Banning, Carlsbad, Pasadena Water and Power Department, Chino Basin Water Conservation District, , CA Responsible for various fund- and program-management services to process the documents for various federal, state and local funding measures and prepare grant application packages for HSIP, ATP, RAC and MPAH and FEMA. Worked closely with the program managers to evaluate complex projects for the best match with FHWA regulations and prepared grant application packages for HSIP. Since 2012 this effort has resulted in a 100% award. She developed a grant eligibility matrix as a tool to automatically identify all applicable grants for each of the CIP projects. Proposal For Grant Writing and Management Services City of Seal Beach 11 Redlands Passengers Rail Program, San Bernardino, CA Responsible for development of a grant applications for two significant projects in the region, meeting with CalSTA, for GHG reduction demonstration project and Bus Rapid Transit Services. ESS grants were awarded $39 million. Sudi has prepared several other grants for DOT, FRA and FTA and manages all of the required reporting, currently awaiting response on the PTC grant application package. Sudi has been the lead for the TIGER grant negotiations with FTA and its related reporting and studies. She has also been responsible for the Funding Plan Compliance to meet the funding source regulations, review of project’s contracts and invoicing procedures and development of guidelines. Orange County Transportation District (OCTA), Program Management, Santa Ana, CA Responsible for funding compliance for various projects under this program including Measure M, state and federal funding sources. City of Commerce Program Management – Commerce, CA Sudi has been the responsible program management for assessment of several city facilities and plan check of various improvements including the Metrolink substation improvements, and submittal of grant applications. LA Metro, Metrolink Station Relocation Feasibility Study Sudi was responsible for providing the potential funding options for the project that would meet the goals and phasing of the various elements. Also, provided utility investigation and feasibility report for the various alternatives considered. LA Metro, LA Street Car, Los Angeles, CA Responsible for review of all financing and participate in set up of a strategy to secure all the required funding for the project and meet compliance for the project. North County Transit District (NCTD), Program Management Evaluation, Oceanside, CA Review of all current program management practices and funding allocations and recommendations and development of necessary policies and forms to meet all required funding and regulatory requirements. LA Metro Purple Line & First-Last Mile Guidelines, Los Angeles, CA Identification of funding opportunities and development of a funding matrix and strategy. Grant writing and monitoring services. SBCTA, FTA Eligibility Review, San Bernardino, CA Evaluation of the current agency’s practices on implementation of the FTA regulation, review of agency contract and invoicing procedures and development of guidelines for staff on FTA and all other applicable funds for SANBAG. Highway Rail Crossing Safety Accounts, Multiple Agencies, CA Identified and submitted multiple applications for grade separation projects. Attended all qualification meetings and successfully secured higher ranking for projects. Proposal For Grant Writing and Management Services City of Seal Beach 12 Gary Sturdivan, Hazard Mitigation Planning Expert Mr. Sturdivan has a vast knowledge in Emergency Management, Emergency Preparedness, Hazard Mitigation Planning, Vulnerability Assessment Planning and updates, as well as Federal Emergency Management Agency (FEMA) documentation, FEMA reimbursement and has an extensive background with State Revolving funding , FEMA, and DHS Funding Programs. In the last 10 years, Mr. Sturdivan has been responsible for successful write up and completion of 62 Hazard Mitigation Plans that received California Office of Emergency Services (CalOES) and FEMA approval. He has also written 12 Emergency Response Plans in the last 7 years. Gary has an established relationship with CalOES & FEMA review team members. Mr. Sturdivan is currently assisting five water districts with Covid-19 response and preparation for reimbursement. Mr. Sturdivan was a member of the USGS planning team for Golden Guardian 2008 and is one of the signers of the document and California, Shake Out. Mr. Sturdivan has served as the Region 6 Chair of CalWARN and was the Vice-Chair of the CalWARN State Steering Committee for 6 years. Mr. Sturdivan was also the editor of the American Water Works Association G-440 Emergency Planning Standard that was adopted by the National Institute of Standards and Technology and was the first Editor of the AWWA M-19 rewrite committee, which was released in 2016. Mr. Sturdivan was a Beta Tester for the AWWA J-100 Risk Analysis and Management for Critical Asset Protection (RAMCAP), On-line training Module and Manual. The J-100 RAMCAP was later adopted by the U.S.E.P.A and FEMA as the tool for Risk Analysis and Management for critical Asset Protection. Mr. Sturdivan has participated in the Southern Operation Center on various occasions and in the State Operations Center on two occasions. Mr. Sturdivan used the FEMA HSEEP tools to organize the water/wastewater agencies in Riverside and San Bernardino Counties during the Statewide Golden Guardian exercise’s starting in 2008. Mr. Sturdivan is a speaker at various conferences throughout the nation on emergency issues, including speaking in front of the Department of Interior, with Secretary Kenneth Salazar and department heads at USGS headquarters in Washington D.C. Selected Project Experience Director of Safety/Regulatory Affairs/Emergency Management and Grants, East Valley Water District, Highland, CA • Secured 42 FEMA Hazard Mitigation Grants totaling $38,000,000 in FEMA grant funding’s, over an 8-year period. • Expertise in managing all aspects of the grant requirements for full compliance with all FEMA and CalOES requirements. • Managed and directed CalOSHA Safety Programs to ensure District’s compliance with all Federal, State, local laws and regulations. Education: B.S., Business Management and Business Administration, University of Phoenix – 2001 Certifications: • FEMA ICS 100, 200, 700 and 800, Trainer • FEMA ICS 300 and 400 Certified Trainer • FEMA EOC Position Specific Certified Trainer • California, Water Treatment Operator T-1 • California Water Distribution Operator D-1 • California Certified Trainer in G-611, “Water Desk Training” • AWWA J-100 RAMCAP Certified • ANSI/AWWA Standard G-440 Years of Experience: 24 Proposal For Grant Writing and Management Services City of Seal Beach 13 Grant Writing, Hazard Mitigation Plan, Orchard Dale Water District, Whittier, CA • Gary is assisting the District in preparing for Covid -19 response and reimbursements • He is also responsible for preparation of a FEMA HMGP application and a Local Hazard Mitigation Plan for the District. Grant Writing, Local Hazard Mitigation Plan and Training, Bighorn Desert View Water Agency, CA • Responsible for successful preparation of a Hazard Mitigation Grants that received an award of $ 2.5 Million to capture flood water run-off to re-charge the underground aquifer • Responsible for award of funding to Mitigate freezing and flooding to water wells and booster stations in the amount of $100,000. • Secured Hazard Mitigation Grant that allowed the Agency to write and obtain an approved Hazard Mitigation Plan Grant Writing, Hazard Mitigation Plan and Training, Yucaipa, CA • Hazard Mitigation Plans. American Water Infrastructure Act (AWIA) • Hazard Mitigation and PDM grants • FEMA Training ICS- 100, 700, 300, 400, 200, 800. Emergency Response Planning Local Hazard Mitigation Plans, Cities of Colton, Twenty-Nine Palms, CA • Responsible for successful preparation of Hazard Mitigation Plans that received CalOES and FEMA approval within the scheduled time and budget. Local Hazard Mitigation Plans/Grant/Training, Hi-Desert Water District, Yucca Valley, CA • Secured Hazard Mitigation Grant for Hi-Dessert Water that allowed the Agency to write and obtain an approved Hazard Mitigation Plan • Prepared the Hazard Mitigation Plan for District • Completed Emergency Response Plan that received the Board of Directors approval Local Hazard Mitigation Plans/Grant/Training, Multiple Agencies, Twentynine Palms Water District, Contra Costa Water District, Cucamonga Valley Water District, Yucca Valley, CA, • Successful preparation of Hazard Mitigation Plan that received CalOES and FEMA approval • Prepared Emergency Response Plan(ERP) that received Board of Directors approval • Trained District staff on the use of the ERP. Conducted FEMA 100, 700, 300 and 400 certification training and conducted an Emergency Response Table-Top exercise. • Conducted FEMA Training classes and conducted a Table-Top Emergency Response Exercise Proposal For Grant Writing and Management Services City of Seal Beach 14 Miles Wagner, Emergency Management GIS Specialist Mr. Wagner has over 40 years of emergency management experience in law enforcement, emergency management, Red Cross services, and geological investigations. Mr. Wagner has served at several key positions such as the Emergency Services Officer of San Bernardino County, the Sergeant Deputy Sheriff at the Washoe County Sheriff’s Department, as the Support Services Supervisor at the City of Colton Police Department, and as a member of the Board of Directors for American Red Cross of the High Desert Chapter. He has complimented these experiences by also becoming a Certified Emergency Management Specialist, a Geographic Information Services Specialist, an instructor with the California Specialized Training Institute, an Operations SOG/ConOps Developer, an HSEEP Developer, Mr. Wagner has led numerous emergency response campaigns as the Emergency Services Officer including the 2003 Bark Beetle Emergency, the 2003, 2005, 2007, 2009, and 2016 Fire storms, 2003- 2020 winter weather events, and 119 additional real-world emergency operations since 2003 with each event lasting an average of eight days. Selected Project Experience Emergency Services GIS Specialist: Mr. Wagner has been responsible for creation and development of the Geographic Information System (GIS) Unit within the Office of Emergency Services. This program provides GIS services during normal operations as well as OES activations within the County. The GIS Unit also provides GIS support to federal Incident Management Teams upon request outside the County. Systems to allow rapid and comprehensive damaged structures and infrastructure are under development and in the field-testing stage. Among many, his experience includes mapping the San Fernando Earthquake and the Salt Wells Valley/Paxton Ranch Earthquake Sequence surface rupture, field exploration in the Calabasas and west Los Angeles areas, and threat and hazard analysis for Washoe County, Nevada and San Bernardino County, CA. Plans and Guidelines Development: Mr. Wagner has authored several Plans and Guidelines for several programs within San Bernardino County including: ▪ The FEMA required Multijurisdictional Hazard Mitigation Plan (Updated and approved by FEMA every five years) requiring coordination between five separate jurisdictions during the planning and writing process. Additional coordination was conducted with other political jurisdictions within the County to ensure their MJHMP’s are updated every five years. Education: B.A. Business Administration, Trinity College and University - 1991, A.A. Geology and Criminal Justice – Pasadena City College, 1972 Years of Experience: 40+ Affiliations: - Certified EOC Responder - Federal MIT Member - ESRI Conference Presenter Proposal For Grant Writing and Management Services City of Seal Beach 15 ▪ Department Emergency Operations Plan (DEO) development and implementation. This program requires all County departments to develop a Department Emergency Operations Plan, train and maintain key personnel to operate within the DEOP during emergencies, and conduct other activities related to the DEOP. Development requires coordination between key Department personnel and OES during the year to ensure plans are maintained and updated. Training materials are developed, and training of participating staff is performed. Programs, policies, laws and regulations are reviewed and recommendations for changes are made. ▪ The Flood Area Safety Taskforce Standard Operating Guidelines (FAST). FAST is updated at least twice a year. This program ensures key County Departments and other cooperating state and federal agencies are prepared to respond to and assist the residents of the County during potential flood incidents. ▪ The Fire Management Assistant Grant Program (FMAG) Standard Operating Guidelines. This SOG guides the completion and submission for a FMAG grant in the early stages of a potentially significant wildland fire. FMAG when approved can reimburse County Fire for up to 75% of fire suppression costs ▪ The original Family Disaster Guide in 2005 for the Bark Beetle Emergency in San Bernardino County. This guide is updated and republished as needed by San Bernardino County. ▪ StormReady certification from the National Weather Service. This program provides a discount for those persons purchasing flood insurance through the National Flood Insurance Program. StormReady was first approved in 2008 and is renewed every three years. Mr. Wagner also has over 50 years for experience as a first responder in emergency management, law enforcement, and fire services. His experience includes 119 Real world EOC activations or incidents since May 2003 and many exercises. Incidents worked include Fire, Controlled Burn, EQ, Flooding, High Winds, Hospital Evacuation – Hazmat, Insects/Drought, Pandemic, Power Outage - Excessive Heat, Pre- Planned Event, Satellite Reentry, Terrorist Attack, Traffic Incident, Train Derailment Virulent Bird Disease, and Water Contamination, Sergeant Deputy Sheriff: Experience included supervising and training deputies, field training, review of field performances, reports and other written work products and conducting annual employee performance evaluations. He was also instrumental in forming the Crime Analysis Unit for the Department. This 3-year project resulted increasing functionality of crime analysis unit (CAU), developing patterns, and recommending strategies to apprehend offenders. To accomplish this Mr. Wagner wrote code sections, developed processes, and manuals, trained staff and oversaw the daily operations of the CAU. Support Services Supervisor with the City of Colton: Mr. Wagner supervised the Police Department Dispatchers (eight Dispatchers), the Records Division clerks (10 Clerks) and the Evidence/Property Room staff (2 Evidence Technicians). He was also the Emergency Manager for the Police Department. Red Cross and other volunteer agencies: Board of Directors for the High Desert Chapter of the American Red Cross, founding the Wrightwood Communications Group and serving on its Board of Directors, and working with volunteers at the Office of Emergency Services and supervised community volunteers in the annual Wrightwood Disaster Awareness Day. Proposal For Grant Writing and Management Services City of Seal Beach 16 Tamim Atayee, PE, F. ASCE, FEMA-Related Technical Expert Tamim is a registered professional engineer with 28 years of experience. He works as a technical expert for grant applications that involve expertise in stormwater, water resource engineering, flood hazard mitigation, scour, sediment transport, hydrology and hydraulics. He is a skilled designer and a capable manager and has written many technical papers. Tamim is experienced in both numerical and physical modeling of hydraulic problems and has, amongst other things, developed hydrology and hydraulics software used as standards in the industry. As a subcontractor to the Western US Technical Evaluation Contractor to FEMA, he reviewed several map revision processes, such as Letters of Map Revisions, for projects that impacted flood hazard areas. Tamim’s expertise and knowledge assist ESS in preparation of high-quality technical reports for grant applications that result in minimal comments and expedited review of applications. The following are Tamim’s experiences and skills: • Thorough knowledge of FEMA Benefit Cost Analysis software and methodology that has resulted in highest scoring for projects and recommendation for funding. • Technical expertise that lend to writing highly qualified and credible reports for grant applications. • Extensive experience in preparation of stormwater grants for FEMA and EPA applications. Selected Project Experience Climate Change & Sustainability Grant, Port of Long Beach, CA Responsible for preparation of FEMA grant applications for climate change impacts and sustainability plans for the Pier S-Shoreline for the Port of Long Beach. Preparation of grant narratives and delineation of project strengths to highlight the grant requirements. Storm Water Grants, Coachella Valley Water District, Coachella Valley, CA Technical expert in development of successful intent letters and grant applications on two top priority projects for the District. Review of District documents and recommendations and preparation of grant sections to meet the funding goals. Drainage Improvements, Bundy Canyon, City of Wildomar, CA Tamim serves as the technical expert in response to all CalOES & FEMA requirements and has been responsible for the preparation of Benefit Cost Analysis that was approved by CalOES and recommended to FEMA for funding. Water Reservoir Seismic Retrofit, Orchard Dale Water District, Whittier, CA Education: MS Civil Engineering – Water Resources, The George Washington University BS Civil Engineering, Old Dominion University Registration: Professional Engineer – No 62925 in California, Colorado, Virginia Affiliations: • Instructor of Excellence (2009, 2010, 2011, 2012), • National Highway Institute Fellow (F.ASCE), American Society of Civil Engineers (ASCE) Distinguished Engineering Educator, • Lifelong Learning Award, American Society of Civil Engineers, • Orange County Branch, Outstanding Engineering Merit Award Years of Experience: 28 Proposal For Grant Writing and Management Services City of Seal Beach 17 Tamim serves as the technical expert in response to all CalOES & FEMA requirements and has been working diligently to provide qualifying Benefit Cost Analysis and all supporting technical documents for a FEMA application. Proposal For Grant Writing and Management Services City of Seal Beach 18 Mir T. Fattahi, MsCE, PE, Water System Funding Expert Mir brings extensive experience in securing and managing grants of more than $20 million from the Bureau of Reclamation, CA State Water Resources Board. He is highly knowledgeable on water and sewer related funding pursuits and has successfully secured and managed funding and project implementation on behalf of various agencies. He is experienced in directing projects and staff in fast- paced, results-oriented environments. He is an articulate communicator able to elicit outstanding performance from a diverse array of professionals. Highly successful in developing synergistic relationships to bring projects to completion on time and under budget, strong leadership, organization, and communication skills. Mr. Fattahi has more than 35 years of extensive experience in all facets of water and sewer engineering, planning, design and project management; budgeting, scheduling, contract administration, change order management, claim analyses and mitigation; biddability/ constructability review, development and implementation of QA/QC procedures. He has led and managed major CIP infrastructure projects in water/wastewater including recycled water for various agencies in Southern California. Selected Project Experience As-Needed Grant Writing Services, Water and Sewer Department, City of Santa Ana, CA Participation in identification of grant funding opportunities, preparation of successful grant applications for Bureau of Reclamation, State Water Resources Control Board, Santa Ana Watershed Authority and many more. Also, assisted with compliance-management services for the City. As-Needed Grant Writing Services, Coachella Valley Water District, Coachella Valley, CA Involved in preparation of successful applications to WIFIA for funding over $50 million for two projects and a successful application for AMI demonstration project from Bureau of Reclamation Funding. Grant Writing Services, Multiple Projects, City of Hemet Water Department, Hemet, CA Preparation of grant application packages for more than $10 million in grant and $18 million in SRF loan for Automated Water Metering, master plans. water distribution system upgrades and sewer collection system on behalf of the City. Storm Water & Recycling Grants, City of Downey, CA Identification & application of successful $8 million for stormwater quality project that ranked one of the highest for funding and a submittal of a grant application for a recycling project. Three Application Packages for Sewer Improvement Projects, City of Laguna Beach, CA Preparation of applications and coordination with State project managers to obtain approval for securing Education: MS, Civil Engineering, CA State University Long Beach, CA, 1992 Registration: • Registered Professional Engineer in CA 59465; Certified Cross Connection Control Specialist – USC; • General Engineering Contractor License “A” (#969080); • Principals of Supervision • Supervisor’s Academy Cross Connection Control – Certified by USC Foundation; • Traffic Control, Trenching and Excavation Years of Experience: 35 Proposal For Grant Writing and Management Services City of Seal Beach 19 $10 million funding on behalf of the City. Projects involve upgrade of sludge export force main, treatment facility upgrades and sewer line rehabilitation throughout the City. Water and Sewer Design, Principal-in-Charge Pomona, CA Principal-in-Charge of designing 3,000 feet of water and sewer line planning and design for the City of Pomona. Recycled Water Program, Project Manager/Engineer, Simi Valley, CA Project Manager/Engineer in charge of preparation of plans and specifications for recycled water connections, preparation of engineer’s report, cross connection testing and report, site supervisor training and issuance of certificate for Ventura County Waterworks District No. 8, City of Simi Valley. Recycled Water Program, Project Manager/Engineer Fontana, CA Project Manager/Engineer in charge of preparation of plans and specifications for local lateral connections, preparation of engineer’s report, cross connection testing and report, site supervisor training and issuance of certificate for Fontana Water Company. Water and Reclaimed Water Systems, Project Manager Aliso Viejo, CA Project Manager responsible for design and preparation of construction plans, specifications, and cost estimates for Oak Grove water and reclaimed water systems. The project consists of approximately 10,000 lf of water and reclaimed water pipelines designed for the Moulton Niguel Water District to be constructed in the community of Aliso Viejo. PVC and Ductile Iron Pipes were specified for this project. Water, Sewer and Reclaimed Water Transmission Pipeline Design, Project Manager, Laguna Hills, CA Project Manager in charge of the design, contract document preparation and construction management of the Wood Canyon water, sewer, and reclaimed water facilities for the Moulton Niguel Water District. The project consisted of 3 miles of water transmission pipeline, 2 miles of reclaimed water transmission pipeline, and 3 miles of gravity and force main sewers. Several pipe materials, including CML&C steel pipe, DIP and PVC pipe were specified based upon design requirements. Various Agencies, Program/Fund Manager, CA State Water Resources Control Board (CSWRCB), CA Responsible for successful award, management of various SRF loan and other grant projects from CSWRCB for multiple agencies. Proposal For Grant Writing and Management Services City of Seal Beach 20 Debbie Murphy, PE, Water/Sewer Funding Expert Debbie has been responsible for successful grants from various agencies such as Bureau of Reclamation (BOR), State Water Resources Control Board and Santa Ana Watershed Project Authority for various water related projects and State Water Resources Control Board grant applications. ALL the grants written by Debbie for BOR have been awarded for funding in the past three cycles. She is also very knowledgeable in grants from Propositions 1, 13, 68 & 84. She has been actively involved in identifying funding opportunities and matching projects for maximum funding. Debbie has been responsible for successful grants with multiple Bureau of Reclamation for various water related projects and State Water Resources Control Board grant applications. She has more than 30 years of professional engineering design and construction experience in the private and public sectors for public works projects related to water and sewer projects, and all aspects of water systems, including pipelines, wells, booster stations and reservoirs. She has immense mechanical and administrative expertise in all phases of plan review, constructability review, QA/QC of technical reports, and environmental process. She is also highly skilled in identifying appropriate measures, policies and procedures to comply with federal, state, regional, and county laws, regulations, and environmental mandates. Selected Project Experience Grant Assistance & Monitoring – City of Santa Ana, Long Beach Water Department, Mission Springs Water District, San Bernardino Municipal Water Department, CA Responsible for successful grant applications and compliance reviews for several State Revolving fund, Santa Ana Watershed Authority and Bureau of Reclamation funding including Title XVI, Drought Resiliency Grant Program, and Water and Energy Efficiency Grant Program. Debbie has been providing guidelines reviews for various funding compliance and grant requirements on multiple types of federal and state funding opportunities including Proposition 1, 13, 68, and 84. Project Engineer, Multiple Cities, Department of Public Works Project Engineer in Water Division and Public Works responsible for planning, coordinating and managing technical, and field staff responsible for all aspects of the planning, design, award and construction of water projects including pipelines, reservoirs, wells and booster pump stations. Developed and administered budgets, prepared and processed RFPs and awarded/managed professional services and construction contracts. As Development Services Manager and Principal Engineer, responsibilities included environmental and entitlement review; developing and enforcing Conditions of Approval; technical plan review/approvals; developing department programs, policies and procedures; serving as liaison with the general public and the development community; researching, preparing and/or delivering reports and presentations to Commissions and City Council. Education: BS, Civil Engineering, University of the Pacific Registration Registered Professional Engineer in CA 43607 Years of Experience: 32 Proposal For Grant Writing and Management Services City of Seal Beach 21 City of Cypress, Department of Public Works Assistant Civil Engineer responsible for prepared of plans, specifications, cost estimates and contract documents for public works projects including street improvements, parks, and public buildings. Provided technical support and project management expertise, prepared staff reports and presentations to City Council and assisted in budget preparation of annual operating and multi-year CIP budgets. Prepared and administered grant applications for federally funded paving projects. Albert C. Martin & Associate, Los Angeles, CA Civil Engineer responsible for preparation of technical plans and specifications for public and private development projects, including grading and utility plans; hydrology and hydraulic calculations; design and coordination. Project management responsibilities included budget, schedule, and quality control. City of Hermosa Beach, Department of Public Works Assistant Engineer responsible for administration of all aspects of the planning, design, construction and management of maintenance, engineering and capital improvement projects in the City, including projects related to streets, storm drains, sanitary sewers, parks and public buildings. Mobil Oil Corporation, Los Angeles, CA Project Engineer responsible for the delivery of construction projects, including removal and replacement of underground fuel storage tank facilities and construction of new service stations. Performed field investigation, developed cost estimate, prepared and issued bid package and cost analyses, evaluated and awarded bids, managed and supervised construction, and project budget. Proposal For Grant Writing and Management Services City of Seal Beach 22 Chenxia Li, Ph.D., Environmental/GHG Reduction Funding Expert As a former grant manager, Chenxia has an extensive background in the capital planning process and in developing long-range capital improvement programs. She has secured and managed federal, state and local funding measures including FEMA & EPA originated grants. Chenxia has also been responsible for performing policy and financial analyses, negotiating agreements with funding agencies, as well as preparing and presenting reports to agency boards of directors. Chenxia has been responsible for successful calculation of GHG reductions for multiple grant applications that were awarded over $39 million since 2016. Selected Project Experience As a grant manager for various agencies, she has been responsible for: • Working with Engineering Department and Program Management Office on the programmatic issues pertaining to the capital rehabilitation and improvement projects, and prepared grant applications • Performed strategic, programmatic, and detailed grants management of various agencies for federal, state, and local grant programs. Administered grant programs and managed grant staff. • Coordinated with the funding agencies to forecast grant revenues for five-year capital improvement program. Developed recommendations to assign the grant funds to the capital and planning projects. • Worked with the Federal and State funding agencies for grant applications/amendments/ closeout. Managed grant programs for requirements compliance. • Maintained grant database using various software such as JD Edwards system for accuracy and grant compliance. • Prepared the required project progress reports, financial status reports, and grant closeout reports. Ensured timely processing grant billings; reviewed the project expenditures against the approved project scope and in compliance with federal, state and local funding requirements; and validated appropriateness of supporting documents and justifications. • Developed and revised grant management procedures and the board finance policies. • Responsible for the SAFE schedule and the required single audit schedules. Education: Ph.D. in Planning, University of Southern California, 1992; Master of City Planning, University of California at Berkeley, 1985; Bachelor of Engineering, Tongji University, Shanghai, China 1982 Years of Experience: 20 Proposal For Grant Writing and Management Services City of Seal Beach 23 Stanley Klemanowicz AIA, PMI, LEED, Energy Efficiency Funding Expert Stan brings over 23 years of hands on experience in energy management and sustainability projects including assessment of existing systems, architectural design and project delivery within time and budget on many public and private projects. As a LEED Professional, he has directed sustainability and led project teams in exceeding desired green building accreditation levels. He has been responsible for full assessment for energy efficiency, working directly with energy supplying companies on funding and implementation, completion and approvals of assessment of ongoing design and value-engineering, preparation of construction documents, permitting, submittal reviews, requests for information, change orders, field observation, and project closeout. Selected Project Experience Statewide Utility Companies Energy Efficiency Program Savings by Design on behalf of Southern California Gas Company and Los Angeles Department of Water & Power, and Integrated Demand Side Management with Southern California Edison Funding Resources Consultation Applications Federal and State funding, IRS EPAct 2005 Tax Credit, Utility company rebate and incentives Sustainability Program Management, Los Angeles City Unified School District &San Bernardino City Unified School District Achievement areas include: Sustainability and energy efficiency; renewable energy; water conservation; environmentally preferable building materials, specifications and best practices; waste reduction and conversion of waste to energy; reduction of toxic materials; indoor environmental quality; smart growth and sustainable development; perform preliminary energy assessments for potential energy conservation measures at various types of Districts facilities, study cost - benefit analyses, & Master Planning Project California Task Force on Court Facilities, Los Angeles County Directed on-site surveys and evaluations of thirty courthouses in Los Angeles County for physical condition, life-safety, code compliance, functionality, security, accessibility, and space requirements as prerequisite for development of capital construction budget for master planning and new construction. Master Planning, Soka University, Aliso Viejo, CA Senior Project Manager/Architect and Technical Director for master planning, program development, and technical architect for new private liberal arts college. Modernization Project - Los Angeles Unified School District (LAUSD) Responsible for design development and validation of project scopes and budgets, design and construction documents, DSA submittals, and project delivery methodology. Directed pre-construction Education: BS, Architecture, They City University of New York Registration Licensed Architect CA, NY, NJ Professional Affiliations • American Institute of Architects (AIA) • National Council of Architectural Boards (NCAB) • National Institute of Building Sciences (NIBS) • United States Green Building Council (USGBC) • Commissioner: City of Redondo Beach, Uniform Codes Commission (UCC) • Project Management Institute (PMI) Years of Experience: 23 Proposal For Grant Writing and Management Services City of Seal Beach 24 efforts for 300 Measure K and BB Bond modernization projects of existing facilities with an aggregate value of projects exceeding $50 million. Developed project delivery system for JOCS (Job Order Contract System), where over 100 projects were initiated in less than a year. managed architect/engineer teams. Los Angeles Community College, Los Angeles, CA Responsible for design and management of architect/engineer teams for three significant new LEED Platinum and gold facilities for Los Angeles Community College (LACCD) campuses with a total value off over $130million. Port of Los Angeles – Pier 400, Los Angeles, CA On-Site Project Manager, responsible for oversight of the design-build process for the design and construction of 18 office and gate facilities at the largest proprietary marine cargo terminal in America. Facilities included corporate offices, operations, and maintenance buildings. Cost of facilities exceeded $60 million. Total cost of project - $900 million. Construction Administration – LEED Silver Project Hollywood, CA Senior Construction Administrator for the Hollywood W Hotel & Residences, the largest LEED Silver project in Los Angeles County, a luxury hotel and residential development valued over $360,000,000. Managed and directed the architectural design team of over fifteen consultants. Responsible for completion and approvals of ongoing design and value-engineering, preparation of construction documents, permitting, submittal reviews, requests for information, change orders, field observation, and project closeout. Capital Improvement Program, City of Santa Monica, California Project Manager responsible for design and delivery of multiple capital improvement and major maintenance projects embracing State and City sustainability guidelines including: Police/Fire headquarters, City Hall, renovations, Civic Auditorium City pool, Senior housing, Parks facilities and Animal Shelter Business Technology Center, County of Los Angeles Community Development Corporation, Altadena, CA Project Manager for programming, planning, and preparation of bridging documents for 70,000 square foot design/build technology incubator. Proposal For Grant Writing and Management Services City of Seal Beach 25 James Klueber James is new to the ESS team but has strong prior experience in the private equity field. Previously, he was an analyst who specialized in researching and analyzing various water resource investments and is very familiar with Californian water law, water systems, federal/state/local management plans, and water infrastructure. To date, he has worked on grants for the Local Partnership Program and Bureau of Reclamation WaterSMART grants. Currently, his primary role at ESS is to provide QA/QC support for all grant applications. As he continues to learn more and more about how to write a successful grant, he will take on more responsibility in the physical grant writing. His detail-oriented nature coupled with his passion for helping build stronger communities has shown in his work and aligns with our ideals at ESS. Selected Project Experience Local Partnership Program (LPP) Grant, City of Carlsbad and Long Beach, CA Responsible for final QA/QC during the LPP grant writing process and assisted with various research, mapping, and other tasks in order to submit the application promptly. BOR WaterSMART Drought Resiliency Grant, Long Beach Water Department, Santa Clarita Valley Water Agency, City of Santa Ana, City of Sacramento, CA Responsible for final QA/QC during the BOR WaterSMART Drought Resiliency Projects grant writing process and assisted with various research, mapping, and other tasks in order to submit the application promptly. Worked on 4 applications simultaneously and submitted all applications successfully and on- time. Each application was for $2 million in federal grant funding. BOR WaterSMART Water Energy and Efficiency, Santa Clarita Valley Water Agency, Olivenhain Municipal Water District, Desert Water Authority, City of Santa Ana, San Bernardino Municipal Water District, City of Arcadia, CA Responsible for final QA/QC during the BOR WaterSMART Water Energy and Efficiency grant writing process and assisted with various research, mapping, and other tasks in order to submit the application promptly. Currently working on 6 applications simultaneously for this opportunity. Each application either applying for $500,000 or $2 Million in federal grant funding. Education: BS, Environmental Economics and Policy, U.C. Berkeley, 2018 Memberships: California Water Environment Association (Los Angeles Basin Section) – (Board of Director 2014 to Present) Orange County Water Association (Board of Director 2014 to Present) WateReuse Association –Chapter Trustee (IE Chapter) (Board of Director 1997 to Present) Experience: 3 Months Proposal For Grant Writing and Management Services City of Seal Beach 26 EXPERIENCE – Sample Projects List The following highlights sample grants we have applied and/or managed in the last seven years: Agency Projects Funding Source Value South Coast Water District Sewer Tunnel Rehabilitation Replacement SWRCB $103 million City of Palm Springs Treatment Plant. SCADA, Energy Upgrades, Storm Water, Cogeneration Various Funding Sources $37 million City of Santa Ana 12 projects: AMI, Water & Sewer, Water Recycling, Hydropower, Wells Various sources $43 million Long Beach Water Department Reclamation, AMI, Well construction, Pipeline Rehabilitation BOR, Title XVI, SWRCB $7.4 million Coachella Valley Water District 5 projects for Flood Control & AMI WIFIA, FEMA, BOR $69 million City of Wildomar Storm Water/Flood Control FEMA $5 million City of Hemet Storm Water Master Plan, Advanced Metering, Waterline Replacement, Sewer Rehabilitation, Various sources $28 million City of Vista Stormwater Grant Applications- 2 cycles Proposition 84 $ 2 million City of Vista 14 Pipeline Upgrade Projects State Water Resources $27 million City of Vista 5 Stormwater and Pipeline Upgrade Project State Water Resources $33 million City of Laguna Beach Facility Upgrade, Sludge Export, Sewer Collection System Various sources $12 million City of Downey Recycled Water, Landscaped Median Various sources $7 million City of Redwood City Recycling Water & Advanced Metering Various sources $7 million San Bernardino Water Department Water Reclamation, Water Tank Upgrades, Waterline Replacement Various sources $20 million Mission Springs Water Department Automated Metering Bureau of Reclamation $300,000 Pasadena Water & Power Department Grant Writing and Management Services Various sources In Process City of Carlsbad Grant Writing and Management Services Various sources In Process Total in millions: $400.70 Proposal For Grant Writing and Management Services City of Seal Beach 27 Funding Analysis, Grant Development and Compliance Management- Redlands Passenger Rail Project, SBCTA, San Bernardino, CA ESS’s scope of work includes grant writing and comprehensive fund management to ensure full compliance with the funding requirements for this $280 million project including analysis of various funding guidelines, identifying and development of grant applications, allocation and programming of funds and reporting. Funding involved includes: CMAQ, SB1, AQMD. Proposition 1B, TIRCP, TIGER, Highway Safety Program (HRCSA), FTA Small Start, and PTMISEA. ESS was responsible for submittal of the successful application for TIRCP funding of more than $30 million in 2018 and $9.2 million in 2016. ESS has been managing the TIGER grant agreement and negotiations with DOT, FTA and STIP and FTIP allocations. ESS’s scope of work includes grant writing and comprehensive fund management to ensure full compliance with the funding requirements. Grant Writing Services, Orange County Transportation Authority (OCTA), Orange, CA ESS has been responsible for preparation of two applications for the SR241 to SR-91 Tolled Express Lanes Connector Project for the following opportunities: 1. Local partnership Program (LPP) for $25 million 2. Solutions for Congested Corridor Program (SCCP) for $100 million These complex applications require a Benefit Cost Analysis that was prepared by ESS technical grant writers. We also performed many of the required research to obtain all the necessary information for the project. Grant Writing Support Services, City of Hemet, Hemet, CA City of Hemet is ranked as one of the City’s in California with the highest level of pedestrian and bike rider accidents. ESS provided a review of City’s proposed CIP and unfunded list of projects and provided a comprehensive strategy to obtain grant funding for the City to apply for various grants. Proposal For Grant Writing and Management Services City of Seal Beach 28 City’s approval of the recommended strategy resulted in ESS pursuing five grant application packages and pursuit of low interest loan in lieu of bonds that equated to savings of more than $13.5 million. To date, ESS has secured over $22.5 million in funding for the City. ESS has been successful in various grant awards and/or compliance of various projects such as ADA improvements and sidewalk installations, pedestrian signal head modifications, street improvements, bike lane and trail projects, Parks and Recreation projects, bridge rehabilitation, and upgrades for water distribution and sewer collection systems. As-needed Consulting Services – Public Works and Development Services Department – City of Commerce ESS performed program management and Design Services for the Department of Public Works and implementation of Sustainable Design Manuals and upgrade of current City facilities to the latest ADA, energy efficient and Sustainable Building Program Development Services. Projects included are Metrolink Station ADA Improvements, Evaluation of various parks facilities for ADA deficiencies, Freeway widening impact reductions, major arterial improvements, and other facility projects funded by various measure, local, state and federal funding. ESS has been providing field investigation structural, architectural, ADA and mechanical assessment of City’s existing facilities and provided plans and calculations, Title 24 and construction documents for the City. ESS also evaluated the current city facilities, signal timing and interconnected plans, City’s process for signal timing, accident history and prepared a successful application for award of $1 million in HSIP funding to upgrade the outdated traffic interconnected system and replace the old communication equipment for 39 signalized intersections along five major arterials. Grant Writing Services, City of Downey, Downey, CA Responsible for review of city’s CIP and unfunded project list and identification of grant application packages for the following two projects: • Median Construction on Four Arterial Projects: This application proposes to remove pavement and install landscaped medians to reduce the impact of urbanization on four miles of major arterials by providing a landscaped median in the City that has been selected for award of $4 million in funding. Proposal For Grant Writing and Management Services City of Seal Beach 29 Highway Safety Improvement Plan Grant Applications – County of Orange, CA The County of Orange has been using ESS to prepare multiple grant application packages for complex projects since 2012. The contracts have involved review of projects and recommendations to determine those meeting the FHWA criteria as well as preparation of grant applications worth more than $9 million in construction costs. ESS coordinated with the appropriate Caltrans Local Assistance office on the grant development and all documentation requirements. • Grant written for County of Orange was identified as one of the best written and posted on FHWA website. • Thorough familiarity with the FHWA requirements resulted in additional $1.2 million dollars of grant funding. Wastewater Treatment Facility Upgrade, City of Palm Springs, Palm Springs, CA Responsibilities for the City of Palm Springs began with preparation of SRF loan applications for the $29 million Wastewater Treatment Plant Upgrade & 8 million for a cogeneration project. We arranged for a meeting with the SRF management in Sacramento and provided a presentation that assured adding this project to the priority list. During the complex process for this project, we were able to provide continuous coordination with three state SRF project managers and obtain approvals for every phase. This project was completed in March 2017. In the process, ESS identified project elements that qualified for additional grants, resulting in successful award of more than $5.1 million in grants the City did not expect. We prepared Green Project Reserve grant funding application and exhibits for the following: • Variable Frequency Drive • High Efficiency Motors • SCADA System Upgrade • LED lighting • Combined Heat and Power Cogeneration Project • Site Improvement ESS is now preparing the project reporting, and processing reimbursements on behalf of the City. Proposal For Grant Writing and Management Services City of Seal Beach 30 Grant Compliance Services, Wastewater Treatment Facility Upgrade, City of Palm Springs, Palm Springs, CA ESS was selected to provide grant compliance monitoring services to meet all the requirements of the EPA and CA State Water Resources Control Board. ESS provides SRF & GPR compliance to meet all the requirements and process all the reimbursements on behalf of the City. ESS successfully completed an audit process and is currently responsible for all reimbursements and project close out documents. As-Needed Grant Writing Support Services, City of Santa Ana Utility Department, Santa Ana CA ESS was selected in to provide needs assessment, grant identification, grant writing and compliance services for the Water and Sewer services Departments. ESS started by reviewing the City’s CIP and unfunded projects and developed a funding plan by identifying grants. To date, ESS then prepared successful applications for Bureau of Reclamation, Proposition 1, Ground Water Grant, Green Project Reserve and State Revolving Funds for the following projects: • $750,000 for nitrate treatment • $1.5 million for AMI • $300,000 for hydropower project • $850,000 for a new well • $5 million for lift station rehabilitation • $75,000 for Water Recycling Master Plan • $10.5 million for Multi-Phase Sewer Collection System Improvements • $10.5 million for Multi-Phase Water Distribution System Improvements, The following grants are pending award: • $10 million for Automated Meter Infrastructure Improvements, • $1.5 million for Septic-to-Sewer project • $1.2 million for Irrigation Improvement Grants The above work has been completed since January 2018 and ESS has been responsible for 100% of the work noted here. Proposal For Grant Writing and Management Services City of Seal Beach 31 Grant Writing Services, Long Beach Water Department, Long Beach, CA ESS has been providing grant assistance services that started with a need’s assessment and review of the agency’s CIP projects and unfunded projects. ESS presented a funding strategy of funding opportunities matching the projects that was approved by the Department. ESS has prepared the following successful projects for the agency: • $1,500,000 for AMI from BOR in 2019 • $750,000 for construction of new wells • $750,000 for construction of West Coast Basin Well from BOR • $2.6 million for Green Project Reserve/SRF from SWRCB The following grant is pending award: • Title XIV grant applications for two water recycling projects ESS has been working with LBWD since December 2017 and ESS has been responsible for 100% of the work noted here. As-Needed Grant Writing Services, Coachella Valley Water District, Coachella Valley, CA ESS has been providing funding strategy and grant writing services for various types of projects. In the past year, ESS has been able to provide the District with the following successful grant application packages: • Successful submittal of two FEMA applications for over $13 million that were recommended by CalOES to FEMA for funding • Successful submittal of AMI demonstration project to Bureau of Reclamation • Successful submittal of Letters of Interest for WIFIA funding for over $50 million for two Projects ESS has been working with CVWD since January 2018 and has been responsible for 100% of the work noted here. Port of Long Beach (POLB) Grant Advisory & Preparation ESS has been serving POLB by providing a needs assessment and grant research services for various departments. ESS is currently working with POLB on applicable funding for AQMD/Coastal Conservancy and multiple other agencies, seeking grant funding to implement its Climate Adaptation and Coastal Resiliency Plan, including shoreline protection measures. Through grant research and assistance, ESS is currently looking into details of funding for the Long Beach Municipal Stormwater Treatment facility (LB-Must) which is a joint project with the Long Beach Water Department. Proposal For Grant Writing and Management Services City of Seal Beach 32 Capital Improvement Project Analysis, South Orange County Wastewater Authority (SOCWA), San Juan Capistrano, CA Working directly with SOCWA General Manger, Engineering Director, and General Manager, Project involved review of financial documents and Capital Improvement Program information and provided establishing platforms where Authority could apply for SRF and other funding opportunities on behalf of its members. As-Needed Grant Writing and Fund Management Services, LA Metro, OCTA, Cities of Banning, Santa Ana, San Bernardino, Newport Beach, Laguna Niguel, Lake Forest, Wildomar, Redondo Beach, San Fernando, Hemet, Carlsbad, Long Beach, Port of Long Beach Responsible fund management including review of the Capital Improvement Program and identification of grants to match the agency projects, ranking and development of various grant application packages, programming, reporting, reimbursements, on behalf of each city. Also, responsible for management and process of all E-76 and reimbursement packages for Caltrans projects. Grant application/management includes but is not limited to HBP, HSIP, ATP, SB1, Local Partnership Programs, FHWA, CMAQ, Caltrans, SCAQMD, FEMA, CalOES, EPA, MSRC, State Water Resources Control Board, and Associated Governments responsible for local measure funds and others. ESS works closely with each client to understand the projects and recommend the best course of action for award of grant funding: • Grant application and successful monitoring of more than $4 million in ATP & MSRC funds for cities of Wildomar Bike Path and Multi-Purpose Trail • Submittal of flood prevention project for the City of Wildomar • Submittal of $9.1 million project for SB1 Local Partnership Project for street improvement project Proposal For Grant Writing and Management Services City of Seal Beach 33 REFERENCES Name and Agency ESS Experience, Contract Dates Contact Information Rudy Rosas, PE Senior Civil Engineer, City of Santa Ana, CA Needs Assessment, Identification, Grant Writing, and Grant Compliance Services 2017-Present 714-647-3379 rrosas@santa-ana.org Mary Toutounchi, PE Former Project Manager, SBCTA Needs Assessment, Identification, Grant Writing, and Grant Compliance Services 2016-Present 949-322-1800 MaryToutounchi@hillintl.com Dean Wang Project Manager Long Beach Water Department Needs Assessment, Identification, Grant Writing, and Grant Compliance Services 2017-Present 562-570-2311 Dean.wang@LBWater.org Marcus Fuller, MPA, PE, PLS Assistant City Manager, City of Palm Springs Grant Writing and Grant Compliance Services 2015-2019 760-322-8389 marcus.fuller@palmspringsca.gov Mr. Craig Parker, PE Water Engineering Manager, City of Anaheim- Former Engineering Director, Coachella Valley Water District Needs Assessment, Identification, and Grant Writing Services 2018-Present 714-765-4268 pparker@anaheim.net Emad Elias, PE Associate Engineer Needs Assessment, Identification, Grant Writing, and Grant Compliance Services 2019-Present 760-602-7558 emad.elias@carlsbadca.gov Allen Parker City Manager City of Hemet, CA Needs Assessment, Identification, Grant Writing, and Grant Compliance Services 2017-2019 951-765-2301 aparker@cityofhemet.org Proposal For Grant Writing and Management Services City of Seal Beach 34 METHODOLOGY & APPROACH The ESS team believes in a full-circle approach to obtaining grant funding. This approach and the methodology behind it will encompass all of the areas of the grant writing and management services. The four main components of this process are outlined and discussed further below: Develop Funding Strategy, Assist the City in Applying for Grants, and Grant Compliance Management and Grant Support Services. 1. Develop Funding Strategy: • Conduct funding research to identify grant resources including but not limited to federal, state, and local agencies, as well as private foundations that fund municipalities for opportunities that match a specific City project or program, the City’s strategic goals, legislative platform, or policy objectives • Research grant opportunities identified by the City • Provide the City with a summary of potential funding opportunities relevant to its needs on monthly basis 2. Technical Grant Writing Assistance: • Provide an estimated amount of time and resources needed to complete the grant applications • Develop timelines and checklists to ensure timely grant completion and submission Compose grant proposals on behalf of the City as directed, including all technical sections, preparation of budget and schedule, preparation of exhibits such as graphs and schematics, drafting support letters and compiling demographic data and other necessary items for grant applications • Grant submission on behalf of the City 3. Grant Compliance Management: • Review the draft award agreements to identify all the general and specific requirements • Assist the City with the preparation and submittal of post-award reports and reimbursements that are required under the terms of the grant • Track Disadvantage Business Enterprise (DBE) Requirements, perform American Iron and Steel (AIS) certification process, monitor Davis Bacon Labor compliance requirements • Participation in regulatory audit sessions 4. Grant Support Services: • Provide design review and prepare specification sections to meet the terms of grant agreement and guidelines • Assist in preparation of required California Environmental quality Act (CEQA) • Prepare technical documents to support the grant applications and/or prepare Request for Proposals (RFP) for technical services needed • Prepare resolutions and staff reports on an as-needed basis and following the City’s preferred style Proposal For Grant Writing and Management Services City of Seal Beach 35 Our goal is to bring in the highest possible amount of funding for the City of Seal Beach. To achieve this goal, ESS brings its extensive experience and a highly qualified team to work closely with the Agency’s Project Manager to mold City’s project components, to maximize eligibility and ranking under various funding programs. We have the unique ability to distill and convey complex project information into funding agencies’ specific formats for grant applications. Our experience in coordinating, managing, and writing different types of applications has led to successful procurement of funding for many clients. Similarly, our experience with grant administration has enabled us to see another side of grant acquisition, wherein we can capitalize on this knowledge. 1. Develop Funding Strategy The complex and elaborate process of obtaining funding can delay City’s ability to act. Our comprehensive knowledge of the funding process helps us conceptualize and develop an appropriate action plan, thereby maximizing success. We will identify eligibility requirements, likely availability of funding, terms, conditions, and other key parameters. Our step-by-step process to a successful application is shown in the following flow chart: Proposal For Grant Writing and Management Services City of Seal Beach 36 Grant/Funding Opportunity Identification ESS team members keep up to date with the available Federal and State level funding alternatives for many types of grants, including water and sewer projects, as well as facility improvement and parks projects and energy savings for municipal facility updates. We attend various funding fairs, participate in providing input to guidelines for funding opportunities, and are subscribed to receive notices on available funding. ESS subscribes to foundation grant resources and will use this service to identify funding opportunities. Established Relationships with Funding Agencies: We understand that truly successful grant funding consists of two-thirds planning and one-third writing. With that in mind, we pride ourselves in our close relationships with funding agencies. Those relationships, plus appropriate and meticulous planning, allow us to obtain key information about the successful awarding of grant funds. One of the tactics used to ensure this strategy’s success is to identify opportunities for in-person meetings with the funding agency when we are initiating a pursuit. We know this approach provides results from experience. • ESS was aware of the additional grant funding available to the State Water Resources Board and as such aligned the submittal of its applications such that they were well ahead of the competition and received the due attention. • When applying for stormwater grants for Coachella Valley Water District, ESS arranged a conference call with EPA staff to discuss the two top-priority projects for the District and receive key input from grant funding project managers. We have established relationships with the following agencies: • US Bureau of Reclamation • FEMA/CA Office of Emergency Services (CalOES) Pre-Disaster Mitigation and Hazard Mitigation Planning • US Department of Commerce – Economic Development Administration • AQMD • FHWA • Caltrans Headquarter a& Local Districts • California Department of Water Resources • CA Public Utilities Commission • Metropolitan Water District of Southern CA • EPA • Ocean Protection Council (Prop 68) • State Water Resources Control Board • US Environmental Protection Agency • US Energy Commission We will then use our extensive experience to match City’s projects with the available funding options and develop a matrix of all potential funding alternatives specifically to match City’s projects that will serve as a tool for the project team and City staff to use. Our team members have been providing the available grants services for water and sewer projects to WaterReuse members on regular basis and will continue to provide this information for this contract as well. Information could look like the following table, based on projects: Proposal For Grant Writing and Management Services City of Seal Beach 37 We will evaluate the projects, review eligibility and potential project ranking, and provide recommendations to the City Project Manager, so that all relevant information is easily available to choose which grants to pursue. • Our analysis of the unfunded plans of a project for the City of Palm Springs allowed us to recommend alternative grant opportunities that resulted in submittal of two additional successful grant applications, with $5.1 million awarded. Local, State, and Federal Funding Opportunities PROGRAM Total Allocation Funds Offered this Round Purpose Eligible Projects Status Anticip ated Timelin e Notes SWRCB Stormwater Implementat ion Grants/ Proposition 1 $200M $80M Multi-benefit SW projects that respond to climate change, & are included in an adopted SW Resource Plan or IRWMP facilities Implementation projects including but not limited to: Green infrastructure; SW capture; SW treatment Round 1 OPEN TBD 2018: Round 2 solicitati ons for implem entatio n grants Planning grant solicitation closed in March ($20M) additional round of $100 M for implementati on grants anticipated DWR Water Use Efficiency: CA Revolving Fund/ Prop 1 $10M $10M Sustainable funding source for urban water use efficiency projects. Dish/clothes washer upgrades; Water-saving plumbing fixtures; Hot- water recirculating pumps; Leak detection, irrigation upgrades; Solicitation opening soon Summe r 2017: Loan applicat ions due $5M for loans to local agencies for water efficiency upgrades; $5M for loans to customers for onsite projects or leak repairs DWR IRWM: Implementa tion Grants/ Prop 1 $418M state-wide $98M for LA Region TBD Projects and programs that support IRWM. Surface storage/GW recharge; Water conveyance; Watershed restoration/pro tection In developme nt TBD: Round 1 solicitati on for implem entatio n grants Public comment period ended April 8, 2016 Proposal For Grant Writing and Management Services City of Seal Beach 38 • Review of City of Downey CIP program and unfunded list of projects resulted in identification of two grant programs for the City for up to $6.5 million in funding. Deliverable(s): • Funding Matrix identifying all available funding for the City Projects • Updated Funding Matrix on monthly basis Needs Assessment for City Projects Once a Notice to proceed has been identified, Sudi Shoja will arrange a kick-off meeting with the City Project Manager and appropriate ESS staff to review and discuss City’s project priorities. Sudi will serve as a Project Manager and the point of contact for the City. She will assign task managers and grant writers as needed (if multiple pursuits are followed at the same time) to best meet the project deadlines. Reviewing the Public Works Department Proposed Five Year Capital Improvement projects for 2019/20- 2023/24 identifies many large projects that can benefit from grant funding. Following is a sample list of potential opportunities for consideration: Grant Opportunity Funding Amount Status State Water Resources Control Board varies Open now Metropolitan Water District varies Open now FEMA $3-$5 ml Open now Proposition 68 varies Open now Highway Safety Improvement Program $250,000 - $10 ml Open now Local Partnership Program $5 million Spring 2021 Environmental Enhancement & Mitigation $500,000 Spring 2021 Stormwater Grant Program $250,000 - $10 ml Spring 2021 Proposition 1 $250,000 - $10 ml Varies Drought Contingency Program- Bureau of Reclamation $300-$750,000 Summer 2021 Water Energy Efficiency Grant - Bureau of Reclamation $300-$1,500,000 Summer 2021 Urban Greening TBD Summer 2021 Department of water Resources varies 2021 Proposal For Grant Writing and Management Services City of Seal Beach 39 We believe that one of our most important tasks is to work with the City of Seal Beach to position the projects for maximum ranking for various grant opportunities. ESS is well qualified to achieve this goal as our staff not only been responsible for similar activities in their former positions, but they also have developed strong relationships with the funding agencies that allow us to learn about funding goals for future cycles and present them to our clients. Working with the City Project Manager, we will review and discuss current status of projects, available funding, established priorities, project planning and design status, management preferences and regulatory requirements. With our thorough knowledge of available and historical funding opportunities and our technical expertise in managing similar programs, we will be able to recommend a strategy and ranking of projects for funding pursuits. Based on our experience, we will also be able to offer cost-saving measures such as multi-year grants on a program level in lieu of individual projects that will reduce the regulatory burden of managing various funding agreements and the cost of preparation of applications and compliance monitoring. ESS believes City will be best served by working together to create a strategy that enables us to write winning applications that will maximize funding for the Department while minimizing the administrative burden on the City staff. • Developed a funding plan for the City of Santa Ana that identified more than $25 million in grant funding in water, recycled water, and sewer projects. ESS has delivered over $33 million of funding to date and has several other applications pending funding • Review of City of Hemet’s bond options and developing a funding strategy resulted in savings of more than $6 million for the City. In addition, analysis of the City’s CIP program and the unfunded list of projects resulted in identification of more than $15 million in funding. • Working with the County of Orange, we recommended a strategy that resulted in submittal of an additional successful grant application for the same project, almost doubling the amount of funding County was expecting to receive. Deliverable(s): • Recommendation for Project Priority List with financial breakdown and timeline with pertinent information for funding pursuits. 2. Technical Grant Writing Assistance: Once a funding source and a pursuit have been identified, ESS will arrange for a meeting and will come prepared with a Work Plan Structure (WPS), which is a matrix of the fund parameters. ESS prepares a WPS for all funding pursuits based on the detailed analysis of the Notice of Funding Opportunity (NOFO). The WPS identifies detailed grant fund requirements and populating it will help identify the necessary documents and resources and areas of responsibilities between team members and internal deadlines. The WPS will also serve as a tool for both City staff and ESS team members to track the project progress and alignment with the funding. When developing the WPS, ESS will also note the implementation constraints that may have an impact on selection of the project elements. For example, most funding ESS will assist SCV Water in planning to set up the projects to meet goals of the funding sources and aim for the highest ranking possible Proposal For Grant Writing and Management Services City of Seal Beach 40 sources require that a grant agreement be in place prior to the start of construction. ESS will work with the City Project Manager to identify solutions and/or assist with reprioritization of the grant applications to meet the requirements. Topics commonly found in the WPS include: • Eligibility criteria • Matching funds • Budget needs • Maps and pictures • Project programming requirements • City’s prior grant management record • Submittal requirements • Evaluation criteria • Resolutions and approval letters required from the Board of Directors • Technical reports: Benefit Cost Analysis, Environmental Reports, Life Cycle Analysis • Project readiness: CEQA status, Feasibility studies, Project design reports • Support documentations: certifications, forms, project reports A sample segment of a WPS appears below. It is organized for clarity and is an invaluable reference too l that is used throughout every project. Deliverable(s): • Work Plan Structure for the identified grant pursuit, such as the example below: Targeted Approach for Maximum Scoring on Evaluation Criteria The first step for our targeted approach is to develop a full understanding of the project elements, project milestones, and available project reports. We will also study the previously awarded projects from the funding agencies and learn about the key points that may be overlooked for their simplicity. In developing Requirements BY Schedule 3.2 Project Description Template Project sponsors must provide descriptive information on the proposed Small Starts project and the regional public transportation system. FTA uses the information in the Project Description Template to understand the project and to establish a database of project characteristics and local contact information. All Small Starts project sponsors must submit ESS Week 1 3.3.1 Project Identification 2-3 sentences on the essential characteristics of the proposed project (location, length, termini, number of stations, hours of service and frequency by time period)Week 1 3.3.5 Purpose of the Project Succinctly describe the specific ways that the proposed major transit investment will address the problems identified in the corridor. Week 1 3.3.6 Merits of the Project Describe how the project addresses the Purpose for the Project more effectively compared to other alternatives week 1 -2 3.4 Project Maps Week 1 3.4.3 Map Details: Stations Stations included in the project, marked in a distinguishable manner from existing transit stations and labeled. Stations with park & ride facilities should be further distinguished from others, either via markings or labels. ESS Week 1 3.4.9 Map Details: Legend A legend, scale and compass.ESS Week 1 3.6 Operations and Maintenance Costs 3.7 Capital Costs ESS Week 2 4.3 Cost Effectiveness Need to put in Trip information; Horizon Year; the project's annualized federal share. See Page 16-17: FY18 Reporting Instructions for the Section 5309 Small Starts Criteria. ESS/City Week 2 ItemA2:H3 1.0 Introduction 3.0 General Reporting Must submit to FTA documentation summarizing how operating and maintenance costs were developed. Additionally, the following considerations apply: • System‐wide and route level operating cost data (and factors) are typically available as part of ongoing operations planning. Electronic maps must be submitted for inclusion in Annual Report on Funding Recommendations and/or posting on FTA website. Maps should be 8.5x11 and be able to be copied in grey scale. Typical orientation for N/S is portrait and E/W is landscape. Proposal For Grant Writing and Management Services City of Seal Beach 41 the WPS, we will identify the primary and secondary evaluation criteria to help highlight the project strengths. We will work closely with the City Project Manager to identify the potential gaps, analyze alternatives, and recommend resolutions to minimize their impact. With this approach, ESS has added value for our clients: • ESS recommended re-strategizing of funding pursuits for four projects for the City of Santa Ana resulted in identification of additional $10 million in grants. • Review of City of Commerce projects resulted in changing the scope of work and a successful award of more than $1 million. • Detailed evaluation of the grants has enabled us to advise the agencies if the project is not competitive and therefore resulted in cost savings by not preparing grant applications. WRITING-TO-WIN Approach What sets us apart is that our grant writers are licensed technical experts in this industry and therefore have the ability to convey complex project information into the specific format of a grant application. Using a targeted approach to analyze objectives and match goals to opportunities provides us with the details we need for our writing-to-win approach. Once a funding strategy is in place, the next challenge is to create a winning application. ESS brings its proven track record in creating an application package that will stand out among dozens, highlighting the project’s merit in full compliance with the instructions and limitations. This approach uses a high degree of expertise and creativity. ESS understands that impactful illustrations transform well-researched information into powerful persuasion. ESS has used the clarity of graphics and schematic drawings to show grant evaluators the client agency’s expertise and vision: • For a Department of Water Resources grant, ESS provided pictorial highlights of the project’s energy- efficiency benefits — the goals of the grant. • For a cap-and-trade grant to reduce GHG emissions, ESS replaced the executive summary with graphics highlighting projects matching the grant focus. This resulted in an award of more than $9 million. • For another project, ESS used an AQMD pollution map as a base and plotted all of the appropriate, completed energy-efficiency projects. • ESS application was ranked as one of the best and posted on FHWA website. FHWA asked Sudi Shoja for input and used the table format created by ESS in a grant application as a requirement for future cycles. Quantitative Analysis and Technical Reports Depending on the grant requirements, ESS will work with the City Project Manager to receive the available technical studies, environmental documents and plans and specifications. We will then use our highly experienced team members to complete the technical write-up sections of the grants. As needed, and upon City’s direction, we will be prepared to perform additional technical research and analysis to supplement the effort. The ESS engineering team has been directly responsible for implementation of various CIP programs for transportation and street improvements, water and sewer projects and facility management and will bring their expertise to articulate the technical information of the grants. Proposal For Grant Writing and Management Services City of Seal Beach 42 Our expert grant writers will review the project documents to highlight the project’s strengths matching the grant goals to achieve maximum ranking of the application. • The SRF application package for $103 million to SWRCB was approved in record time and with no comments. • ESS prepared a successful and highly technical grant application package for San Bernardino County Transportation Authority, providing detailed GHG reduction calculations, trip generation interpretations, and available technologies for alternative fuel that resulted in a $30 million award. Budget Analysis and Construction Planning The ESS team will assist the City in identifying qualifying information to meet grant requirements for budgeting and construction planning. Budgets demonstrate project flexibility and budget scalability to make the grant applications more attractive and create opportunities to apply again even after a successful application’s award. Some areas of focus will include: • Qualifying matching funds • Budget scalability • Scheduling details • Implementation requirements for allocation purposes Support Letters Often, this aspect of a grant application is given only cursory attention and proves to be invaluable. At ESS, these potentially undervalued areas are key endorsements that ESS crafts in close cooperation with clients. ESS will recommend stakeholders to contact and will draft focus points that align with key ideas in the narrative and grant criteria so that support letters send strong, targeted messages. Grant Application Review and Approval Process For every project, ESS will assign a QA/QC manager, which is an important factor of a successful grant application. We will use our internal grant checklist to ensure the application package is ready for submittal. This process will follow the WPS and an internal guide for editorial quality. In our experience, we will need two reviews from the City Project Managers. To ensure grant applications are completed efficiently, ESS will arrange a meeting with the City Project Manager to review an early draft of the grant application package, to answer questions, finalize budget, and schedule concerns and to further align the project with the grant goals and objectives. All final grant application packages will be submitted to the City for review and approval prior to submittal to the granting agency. Deliverable(s): • Draft grant application package for review • Final grant application package for submittal • Status report on grant applications submitted In one example of a successful utility project, the technical application for the $103 million project received no comments and was approved in record time. Proposal For Grant Writing and Management Services City of Seal Beach 43 Technology Many funding agencies have online grant submittal and management tools, including the DWR Bond Management System (BMS), California DWR’s Grants Review and Tracking System (GranTS), the State Water Resources Control Board’s Financial Assistance Application Submittal Tool (FAAST), and the federal government’s www.grants.gov website and the online submittal platforms for HSIP, ATP and some parks grants. ATP BMS FAAST HSIP GranTS Grants.gov Furthermore, our team routinely performs grant management and administration services for funding by various agencies. Specific activities associated with this type of work includes quarterly progress reporting and invoicing, coordination with diverse project proponents and projects, management of grant deliverables and submittals, as well as coordination with project proponents and the funding agency. Deliverable(s): • Successful grant application packages for City records • Submittal confirmations for City records 3. Grant Compliance Management: ESS is extensively knowledgeable in monitoring and compliance with federal and state funding agency requirements including reporting, reimbursement applications, the American Iron and Steel provision, as well as labor compliance and EPA-originated grant requirements, such as those managed by the California State Water Resources Board, for a successful audit process. • ESS has been providing compliance-monitoring and reimbursement services for City of Palm Springs’ $29 million wastewater treatment projects. In the final audit by the State Water Resources Board, ESS was complimented by the auditors and received full approval of its processes. • ESS has been providing successful grant compliance on a $280 million San Bernardino County Transportation Authority project that consists of more than 11 different funding sources. • ESS is the selected consultant for monitoring compliance in several government agencies for Trail and sidewalk improvement projects that include ATP and HSIP funding. 4. Grant Support Services: ESS staff are fully capable of bringing their extensive experience in design and construction of water utilities to provide additional services as needed. As former agency personnel, ESS team members are fully prepared to support the City Project Manager with all required analysis, reports, design review and specification sections, cost estimating, preparation of staff reports, and resolutions as needed. ESS is also available to review the project documents prior to advertisement to make sure that specifications meet all the grant requirements such as those needed for Federally funded projects or EPA labor compliance requirements. Proposal For Grant Writing and Management Services City of Seal Beach 44 • SWRCB announced project readiness as a criterion for higher ranking 30 days prior to grant deadline. ESS staff used their technical expertise to prepare specifications on behalf of four agencies that all received the highest ranking and the requested funding. • In a rushed grant application for the City of Santa Ana, ESS was tasked with preparation of all the grant requirement documents including CEQA, cost estimates and direct coordination with SCE and City’s consultants to finalize the technical reports for a successful award from Bureau of Reclamation on a hydropower improvement project. Proposal For Grant Writing and Management Services City of Seal Beach 45 PROJECT MANAGEMENT Monthly Reports: ESS will come prepared to our first meeting with the City with a draft format for the monthly report and will revise it based on the input received from staff. The monthly report in general will identify the following: • Status of grant applications under development • Submitted grant application details such as amounts, submittal dates and expected notices of funding • Action items and timelines for tasks needing completion • Upcoming grant funding opportunities relevant to each project • Updates on any legislative items or funding opportunity guidelines affecting City’s funding strategy plan • Contract control information, responsible party and items needed from the City Deliverable(s): • Comprehensive Monthly Report for a status of grant writing services at a glance Project Controls: Adherence to Schedule and Budget With a team that has been responsible for budgeting, scheduling, and implementation of annual funds and projects for programs in municipal agencies, you can be sure that ESS will leverage that expertise in every area to ensure solid strategies, clear communication, and creativity that results in not just the most possible funding awarded, but also an enjoyable working relationship. We value the opportunity to serve as your consultant and our commitment to exhibit an exceptional level of transparency, ethics, and customer service is reflected above. Also included in this commitment is our pledge to solicit feedback regularly from the City staff. 1. As it is described in above sections, ESS uses a proactive method to develop a Work Plan Structure (WPS) to outline all the funding requirements, identify the necessary documents and resources, areas of responsibilities between team members and internal deadlines. The WPS will also serve as a tool to track the project progress and alignment with the funding by both the City and ESS staff members. 2. Progress meetings and issuance of meeting minutes: ESS expects that the City will make staff roles clear during the meetings and inform ESS of any preferences in how staff are contacted. 3. Established process for review and final approval of grants with ample time for the City Staff. 4. Status report for the activities in the month that will include updates on grant applications submitted, grant opportunities that are on the near horizon, and those in process of preparation. 5. ESS staff are trained to track their time spent on every project accurately and in 15 minutes durations. As a matter of course, ESS includes in all on-call contracts a monthly report that itemizes areas our client would like to see summarized, along with invoices indicating actual times spent. 6. ESS conducts a post-submittal review of the process with the City staff to receive input on the completed process and to modify approach to gain maximum efficiency and client satisfaction. ESS also performs annual surveys from its clients to find out on how to better serve them. Some of the comments received are shared above. Proposal For Grant Writing and Management Services City of Seal Beach 46 We have experience building relationships as we build infrastructure, and we bring that expertise to every client. We are laser-focused on the strategies and tactics to make the process as efficient and effective as possible. We look forward to be a partner to the City of Seal Beach in pursuing grants. Accountability Simply put, we take ownership of our work. The ESS team is built on the principles of performing high quality work where the Principals are directly involved and accountable for the projects we submit. Working together, with transparency and cooperation between ESS and our clients, this overall approach to grant-writing contract projects have helped ensure our clients’ success. Proposal For Grant Writing and Management Services City of Seal Beach 47 FEE SCHEDULE Fund Strategy Development, meetings & tasks issued by the City: Based on below hourly rates. All ESS staff track hours to 15-minute increments. Grant Application Development: ESS will provide an estimate for not-to-exceed amount once a pursuit has been determined by the City. Grant Compliance: ESS will provide an estimate for not-to-exceed amount based on the services required to meet compliance. FEE Schedule Discipline Hourly Rate Principal/Project Manager $150 Grant Writer $125 Grant Support lead $ 95 Labor Compliance $ 75 Clerical $ 52 Technical Experts $150-$185 Reimbursable Cost Reproduction Cost Courier Services Cost Transportation 0.57 per mile Sub - Consultant Services Cost + 15% Travel Time Actual time 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. Agenda Item H AGENDA STAFF REPORT DATE:October 26, 2020 TO:Honorable Mayor and City Council THRU:Jill R. Ingram, City Manager FROM:Steve Myrter, P.E., Director of Public Works SUBJECT:Approving Amendment No. 2 to the Professional Services Agreement with W.G. Zimmerman Engineering, Inc. for the OCTA I-405 Improvement Project ________________________________________________________________ SUMMARY OF REQUEST: That the City Council adopt Resolution 7081: 1. Approving Amendment No. 2 to the Professional Services Agreement dated April 23, 2018, with W.G. Zimmerman Engineering, Inc. to increase compensation by $100,000 for a revised total contract not-to-exceed amount of $250,000 for additional OCTA I-405 Improvement Project consultant services; and, 2. Authorizing the City Manager to execute Amendment No. 2. BACKGROUND AND ANALYSIS: Orange County Transportation Authority (OCTA) is constructing a $1.9 Billion I- 405 Improvement Project (Project). The Project will provide one additional general purpose lane and two toll lanes in each direction between the northerly Orange County limits and the City of Costa Mesa. On June 27, 2016, the City Council approved Cooperative Agreement No. C-6- 1126 (CO-OP) between OCTA and the City of Seal Beach. The CO-OP outlined both parties’ responsibilities and provided a financial reimbursement mechanism for staff time, consultant assistance, and certain improvements. On April 23, 2018, the City entered into a professional services agreement with W.G. Zimmerman Engineering, Inc. (WGZE) to provide Project support services for $50,000. This agreement was later amended on April 22, 2019, as Amendment No. 1, to increase compensation by $100,000 for a total contract amount of $150,000. Page 2 8 5 8 Due to the Project’s complexity and on-going development, WGZE’s compensation limit has been reached. As such, WGZE submitted a letter proposal to continue providing support services for an additional $100,000, for an amended total contract not-to-exceed amount of $250,000. The scope of services will generally include Project-related plan reviews and interagency coordination. Expenditures under this Agreement will be fully reimbursed by OCTA, as stipulated in the CO-OP. ENVIRONMENTAL IMPACT: This item is not subject to the California Environmental Quality Act pursuant to Section 15061(b)(3) of the CEQA Guidelines because it can be seen with certainty that the approval of the amendment to the professional services agreement with W.G. Zimmerman Engineering, Inc. will not have a significant effect on the environment. LEGAL ANALYSIS: The City Attorney has reviewed the resolution and Amendment No. 2, and approved as to form. FINANCIAL IMPACT: Pursuant to CO-OP, OCTA will fully reimburse the City for Project-related expenditures up to a total of $370,600, unless otherwise amended. There are sufficient funds in the CO-OP for expenditures under WGZE’s Amendment No. 2. STRATEGIC PLAN: This item is not applicable to the Strategic Plan. MEASURE BB: This item is not applicable to Measure BB, the Seal Beach Neighborhood and Essential Services Protection Measure. RECOMMENDATION: That the City Council adopt Resolution 7081: 1. Approving Amendment No. 2 to the Professional Services Agreement dated April 23, 2018, with W.G. Zimmerman Engineering, Inc. to increase compensation by $100,000 for a revised total contract not-to-exceed amount of $250,000 for additional OCTA I-405 Improvement Project consultant services; and, Page 3 8 5 8 2. Authorizing the City Manager to execute Amendment No. 2. SUBMITTED BY: NOTED AND APPROVED: Steve Myrter Jill R. Ingram Steve Myrter, P.E., Director of Public Works Jill R. Ingram, City Manager Prepared by: David Spitz, P.E. QSD, Associate Engineer ATTACHMENTS: A. Resolution 7081 B. WGZE Agreement C. WGZE Amendment No. 1 D. WGZE Amendment No. 2 RESOLUTION 7081 A RESOLUTION OF THE SEAL BEACH CITY COUNCIL APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTE AMENDMENT NO. 2 TO THE PROFESSIONAL SERVICES AGREEMENT WITH W.G. ZIMMERMAN ENGINEERING, INC. FOR I-405 IMPROVEMENT PROJECT CONSULTANT SERVICES WHEREAS, Orange County Transportation Authority (OCTA), in cooperation and partnership with Caltrans, is proposing to reduce congestion and improve lane continuity through the I-405 corridor with improvements to mainline and interchanges on I-405 between State Route 73 and Interstate 605 (Project); and, WHEREAS, OCTA, in cooperation and partnership with Caltrans, entered into Cooperative Agreement No. C-6-1126 (“CO-OP”) that defines the specific terms, conditions, and funding responsibilities between the OCTA and City of Seal Beach; and, WHEREAS, City desires to use consulting services for providing assistance in supporting staff’s efforts in reviewing, plan checking, attending meetings and advising on the City’s behalf in connection with the OCTA I-405 Improvement Project; and, WHEREAS, on April 23, 2018, the City Council approved a Professional Services Agreement (Agreement) for OCTA I-405 Improvement Project Consultant Services with W.G. Zimmerman Engineering, Inc. (WGZE) in the amount of $50,000; and, WHEREAS, on April 22, 2019, the City Council approved Amendment No. 1 to the Agreement to increase compensation by $50,000; and, WHEREAS, due to Project complexity and on-going development, the not- to-exceed amount authorized under the Agreement with WGZE has reached its compensation limit. NOW, THEREFORE, THE SEAL BEACH CITY COUNCIL DOES HEREBY RESOLVE: SECTION 1. The City Council hereby approves Amendment No. 2 dated October 26, 2020 to the Agreement dated April 23, 2018, and later amended as Amendment No. 1 on April 22, 2019, between the City of Seal Beach and W.G. Zimmerman Engineering, Inc. to increase WGZE’s compensation by $100,000 for a revised total contract not-to-exceed amount of $250,000, attached hereto as 5 4 8 7 Exhibit “A-1” and incorporated herein by this reference as though set forth in full. SECTION 2. The City Council hereby authorizes the City Manager to execute Amendment No. 2. PASSED, APPROVED AND ADOPTED by the Seal Beach City Council at a regular meeting held on the 26th day of October, 2020 by the following vote: AYES: Council Members NOES: Council Members ABSENT: Council Members ABSTAIN: Council Members Shelley Sustarsic, Mayor ATTEST: Gloria D. Harper, City Clerk STATE OF CALIFORNIA } COUNTY OF ORANGE } SS CITY OF SEAL BEACH } I, Gloria D. Harper, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution 7081 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 26th day of October, 2020. Gloria D. Harper, City Clerk PROFESSIONAL SERVICES AGREEMENT For Consultant Services, OCTA 1 -405 Freeway Improvement Project Between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 0 W.G. Zimmerman Engineering, Inc. 17011 Beach Boulevard, Suite 1240 HuntingtorrBeach, CA 92647 714) 799 -1700 - Phone 714) 333 -4712 - Fax This Professional Service Agreement ( "the Agreement') is made as of April 23, 2018 the "Effective Date "), by and between W.G. Zimmerman Engineering, Inc. Consultant'), a California Corporation, and the City of Seal Beach ( "City "), a California charter city, (collectively, "the Parties'). RECITALS A. City desires certain professional services for construction management, in the manner set forth herein and more particularly described in Section 1. B. Consultant represents that it is qualified and able, by virtue of experience, training, education, and expertise, to provide City with the services required by this Agreement in a good and professional manner, and it desires to provide such services as provided herein. The City enters into this Agreement in reliance on those representations. C. City desires to retain Consultant and Consultant desires to serve City to perform those services in accordance with the terms and conditions of this Agreement. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. AGREEMENT 1.0 Scope of Services 1.1. Consultant shall provide those services ( "Services ") set forth in the attached Exhibit A (Consultant's Proposal, dated April 5, 2018), 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. The acceptance of Consultant's 2of16 work by the City shall not operate as a release of Consultant from such standard of care and workmanship. 1.5. By executing this Agreement, Consultant represents that, to the extent required by the standard of practice, Consultant (a) has investigated and considered the scope of Services to be performed, (b) has carefully considered how the Services should be performed, and (c) understands the facilities, difficulties and restrictions attending performance of the Services under this Agreement. 1.6. Consultant will not be compensated for any work performed not specified in the Scope of Services unless the City authorizes such work in advance and in writing. The City Manager may authorize extra work to fund unforeseen conditions up to the amount approved at the time of award by the City Council. Payment for additional work in excess of this amount requires prior City Council authorization. This term of this Agreement shall commence as of the Effective Date and shall continue until September 30, 2019 unless previously terminated as provided by this Agreement. 3.0 Consultant's Compensation City Will pay Consultant in accordance with the hourly rates shown on the fee schedule set forth in Exhibit B, attached hereto and incorporated herein by reference, for Services but in no event will the City pay more than $50,000 (fifty - thousand dollars). Any additional work authorized by the City pursuant to Section 1.6 will be compensated in accordance with the fee schedule set forth in Exhibit B. 4.0 Method of Payment 4.1. Consultant shall submit to City monthly invoices for all services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end of the month during which the services were rendered and shall describe in detail the services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the services performed for each day in the period. City will pay Consultant all undisputed fees within 30 days of receiving Consultant's invoice. City will not withhold any applicable federal or state payroll taxes and other required taxes, or other authorized deductions from payments made to Consultant for services performed under this Agreement. 3of16 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 two years following the termination of this Agreement. 5.0 Termination 5.1. This Agreement may be terminated by City, without cause, or by Consultant based on reasonable cause, upon giving the other party written notice thereof not less than 30 days prior to the date of termination. 5.2. This Agreement may be terminated by City upon 10 days' notice to Consultant if Consultant fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy. 5.3. Notice of termination shall be given in accordance with Section 7.0. 6.0 Party Representatives 6.1. The City Manager is the City's representative for purposes of this Agreement. 6.2. Bill Zimmerman, P.E. is the Consultant's primary representative for purposes of this Agreement. Consultant may not change its representative without prior written approval of City, which approval shall not be unreasonably withheld. 7.0 Notices 7.1. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the United States Mail, first class postage prepaid and addressed to the party at the following addresses: To City: City of Seal Beach 211 -8th Street Seal Beach, California 90740 Attn: City Manager 4of16 To Consultant: W.G. Zimmerman Engineering, Inc. 17011 Beach Boulevard, Suite 1240 Huntington Beach, CA 92647 Attn: Bill Zimmerman, P.E. 7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 8.0 Personnel Consultant has or shall secure, at its own expense, all personnel required to perform all services under this Agreement. Any person who performs any of the services shall possess the qualifications, permits, and licenses required by state and local law to perform such services. 9.0 Independent Contractor 9.1. Consultant is and shall at all times remain an independent contractor and not an employee of the City. All services provided pursuant to this Agreement shall be performed by Consultant or under its supervision. Consultant will determine the means, methods, and details of performing the services. Any additional personnel performing services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Consultant shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the services and compliance with the customary professional standards. 9.2. To the fullest extent permitted by law, Consultant shall defend (with legal counsel acceptable to the City, whose consent shall not be unreasonably withheld), indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from Consultant's personnel practices. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this Section. Consultant's 5of16 defense and indemnification obligations under this Section are in addition to the Consultant's defense and indemnification obligations of Section 14.0. 10.0 Subcontractors No portion of this Agreement shall be subcontracted without the prior written approval of the City. Consultant is fully responsible to City for the performance of any and all subcontractors. 11.0 Assignment Consultant shall not assign or transfer any interest in this Agreement whether by assignment or novation, without the prior written consent of City. Any purported assignment without such consent shall be void and without effect. 12.0 Inspection and Audit of Records Consultant shall maintain complete and accurate records with respect to all services and other matters covered under this Agreement, including but expressly not limited to, all services performed, salaries, wages, invoices, time cards, cost control sheets, costs, expenses, receipts and other records with respect to this Agreement. Consultant shall maintain adequate records on the services provided in sufficient detail to permit an evaluation of all services in connection therewith. All such records shall be clearly identified and readily accessible. At all times during regular business hours, Consultant shall provide City with free access to such records, and the right to examine and audit the same and to make copies and transcripts as City deems necessary, and shall allow inspection of all program data, information, documents, proceedings and activities and all other matters related to the performance of the services under this Agreement. Consultant shall retain all financial and program service records and all other records related to the services and performance of this Agreement for at least three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. City's rights under this Section 12.0 shall survive for three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. 13.0 Insurance 13.1. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that Consultant has secured all insurance required under this Section. Consultant shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements shall be received and approved by 6of16 the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 13.2. Consultant shall, at its expense, procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); (3) Employer's Liability and Workers' Compensation Insurance; and, if required by the City, (4) Professional Liability. Consultant shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreementilocation or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; (3) Employer's Liability: $1,000,000 per accident and in the aggregate for bodily injury or disease and Workers' Compensation in the amount required by law; and 4) Professional Liability: $1,000,000 per claim /aggregate. 13.3. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to state: (1) coverage shall not be suspended, voided, reduced or canceled except after 30 days prior written notice by certified mail, return receipt requested, has been given to the City; (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, (3) coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage and that any insurance or self- insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it; (4) for general liability insurance, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the services or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (5) for automobile liability, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible. 7of16 13.4. All insurance required by this Section shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents, and volunteers. 13.5. Any deductibles or self- insured retentions shall be declared to and approved by the City. Consultant guarantees that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects the City, its directors, officials, officers, employees, agents, and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 14.0 Indemnification, Hold Harmless, and Duty to Defend Consultant and the City agree that the City, its employees, agents and officials should, to the fullest extent permitted by law, be fully protected from any loss, injury, damage, claim, liability, lawsuit, cost, expense, attorneys' fees, litigation costs, defense costs, court costs and /or any other cost arising out of or in any way related to the performance of this Agreement. Accordingly, the provisions of this indemnity provision are intended by the Parties to be interpreted and construed to provide the fullest protection possible under the law to the City and the Indemnitees. Consultant acknowledges that the City would not have entered into this Agreement in the absence of the commitment of the Consultant to indemnify and protect the City and the Indemnitees, as set forth in this Agreement. 14.1 Indemnity for Professional Services. To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, protect, defend, hold harmless and indemnify the City, its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively Indemnitees" in this Section 14.0), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, liens, and losses of any nature whatsoever, including fees of accountants, attorneys and other professionals, and all costs associated therewith (collectively "Claims "), whether actual, alleged or threatened, to the extent arising out of, pertaining to, or relating to, in whole or in part, the negligence, recklessness or willful misconduct of Consultant, and /or its officers, agents, servants, employees, subcontractors, contractors or their officers, agents, servants or employees (or any entity or individual for that Consultant shall bear the legal liability thereof) in the performance of professional services under this Agreement. Consultant shall defend the Indemnitees in any action or actions filed in connection with any Claims with counsel of the Indemnitees' choice, and shall pay all costs and expenses, including all attorneys' fees and 8of16 experts' costs actually incurred in connection with such defense. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by the Indemnitees in connection therewith. Notwithstanding the foregoing and as required by Civil Code § 2782.8(a), in no event shall the cost to defend the Indemnitees that is charged to Consultant exceed Consultant's proportionate percentage of fault. 14.2 Other Indemnities. Other than in the performance of professional services, and to the fullest extent permitted by law, Consultant shall, at its sole cost and expense, protect, defend, hold harmless and indemnify the Indemnitees from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, liens and losses of any nature whatsoever, including fees of accountants, attorneys and other professionals, and all costs associated therewith, and the payment of all consequential damages (collectively "Damages "), in law or equity, whether actual, alleged or threatened, which arise out of, pertain to, or relate to the acts or omissions of Consultant, its officers, agents, servants, employees, subcontractors, materialmen, suppliers, or contractors, or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence, except for Damages arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. Consultant shall defend the Indemnitees in any action or actions filed in connection with any Damages with counsel of the Indemnitees' choice, and shall pay all costs and expenses, including all attorneys' fees and experts' costs actually incurred in connection with such defense. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by the Indemnitees in connection therewith. 14.3 Subcontractor Indemnification. Consultant shall obtain executed indemnity agreements with provisions identical to those in this Section 14.0 from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. If Consultant fails to obtain such indemnities, Consultant shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Claims in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant's subcontractor, its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual that Consultant's subcontractor shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence, except for Claims or Damages arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. 9of16 14.4 The obligations of Consultant under this or any other provision of this Agreement shall not be limited by the provisions of any workers' compensation act or similar act. Consultant expressly waives any statutory immunity under such statutes or laws as to the Indemnitees. Consultant's indemnity obligation set forth in this Section 14.0 shall not be limited by the limits of any policies of insurance required or provided by Consultant pursuant to this Agreement. 14.5 Consultant's covenants under this Section 14.0 shall survive the expiration or termination of this Agreement. 15.0 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. 16.0 Workers' Compensation Labor Certification By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Workers' Compensation or to undertake self- insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 17.0 Prevailing Wage and Payroll Records If this Agreement calls for services that, in whole or in part, constitute "public works" as defined in the California Labor Code, then Consultant shall comply in all respects with all applicable provisions of the California Labor Code, including those set forth in Exhibit C, attached hereto and incorporated by reference herein. 18.0 Entire Agreement This Agreement contains the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both parties. 10 of 16 19.0 Severability The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement. 20.0 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of California. 21.0 No Third Party Rights No third party shall be deemed to have any rights hereunder against either party as a result of this Agreement. 22.0 Waiver No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise. 23.0 Prohibited Interests; Conflict of Interest 23.1. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant "financially interested" (as provided in California Government Code § §1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained. 23.2. Consultant further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain. this Agreement. Nor has Consultant paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift. 11 of 16 23.3. Consultant warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, non - contractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in this subsection. 24.0 Attorneys' Fees If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party all of its attorneys' fees and other costs incurred in connection therewith. 25.0 Exhibits All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control. 26.0 Corporate Authority The person executing this Agreement on behalf of Consultant warrants that he or she is duly authorized to execute this Agreement on behalf of said Party and that by his or her execution, the Consultant is formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. 12 of 16 CITY OF SEAL BEACH CONSULTANT By: By: Jill .Ingram, Ci y M Q QKIP. #i Name: Vii, l I canes Zi vimc ri aU Attest: o ao. /'' Z 1 ( CdIts: o eS c z,n, Z5 Q 9 U B 4, /d By: ® y. Rob*n Roberts, City cb j Name:,,A/, ZkenMe, -mom Approved aate Its: geere4t L j- By: Crai ity Attorney EXHIBIT C TERMS FOR COMPLIANCE WITH CALIFORNIA LABOR LAW REQUIREMENTS 1. This Agreement calls for services that, in whole or in part, constitute "public works" as defined in Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code ( "Chapter 1 "). Further, Consultant acknowledges that this Agreement is subject to (a) Chapter 1 and (b) the rules and regulations established by the Department of Industrial Relations ( "DIR ") implementing such statutes. Therefore, as to those Services that are "public works ", Consultant shall comply with and be bound by all the terms, rules and regulations described in 1(a) and 1(b) as though set forth in full herein. 2. California law requires the inclusion of specific Labor Code provisions in certain contracts. The inclusion of such specific provisions below, whether or not required by California law, does not alter the meaning or scope of Section 1 above. 3. Consultant shall be registered with the Department of Industrial Relations in accordance with California Labor Code Section 1725.5, and has provided proof of registration to City prior to the Effective Date of this Agreement. Consultant shall not perform work with any subcontractor that is not registered with DIR pursuant to Section 1725.5. Consultant and subcontractors shall maintain their registration with the DIR in effect throughout the duration of this Agreement. If Consultant or any subcontractor ceases to be registered with DIR at any time during the duration of the project, Consultant shall immediately notify City. 4. Pursuant to Labor Code Section 1771.4, Consultant's Services are subject to compliance monitoring and enforcement by DIR. Consultant shall post job site notices, as prescribed by DIR regulations. 5. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages for each craft, classification, or type of worker needed to perform the Agreement are on file at City Hall and will be made available to any interested party on request. Consultant acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and Consultant shall post such rates at each job site covered by this Agreement. 6. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. Consultant shall, as a penalty to City, forfeit $200.00 for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Consultant or by any subcontractor. 7. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury, as 14 of 16 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." 15 of 16 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. 16 of 16 ACOR" CERTIFICATE OF LIABILITY INSURANCEI`,.i DA E(MM DD YYYY) 5 11/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Dealey, Renton & Associates DRA License 0020739 Santa Ana, CA 92711 -0550 CONTACTNAME: Rosemary Currie PHONE FA% aC No Eat : 510- 272 -1410 uc No E-MAIL rcurne @deals renton.com License #0020739 INSURERJSI AFFORDING COVERAGE NAICp INSURER A: Travelers Pro rty Casualty CO of Ameri 25674 10/15/2017 INSURED WGZIMENGI W G Zimmerman Engineering, Inc. 17011 Beach Blvd., Ste. 1240 INSURER B: Ar onaut Insurance Company 19801 INSURER C: CLAIMS -MADE I OCCUR INSURER D: Huntington Beach CA 92647 INSURER E INSURER F 1,000,00 X COVERAGES CERTIFICATE NUMBER: 723405691 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INBRR TYPE OF INSURANCE IN SUBR POLICY NUMBER MMIDDIYYri MOMILDDYIYYYY LIMITS A X COMMERCIAL GENERALLIABILITY Y Y 680711 W372 10/15/2017 10 /152018 EACH OCCURRENCE 1,000.000 CLAIMS -MADE I OCCUR A A R N D PREMISES Ea occurrence 1,000,00 X MED EXP (Any one person) 10,000ContractualLum X XCU Included PERSONAL 8 ADV INJURY 1,000,000 GENT AGGREGATE LIMIT APnPLIES PER GENERAL AGGREGATE 2,000.000 POLICY JET L-1 LOC PRODUCTS ASS 2,000,000 SOTHER' A AUTOMOBILE LIABILITY Y Y BA54291431 10115/2017 10/152/8 BINED SINGLE LIMIT accident S 1000000 ILY INJURY (Per person) X ANY AUTO ALL OWNED SCHEDULED AUTO AUTOSAUTOSAUTOS rBODILY INJURY (Per accident) PERTY DAMAGE accident EDXAUTOSXAUTOS A X UMBRELLA LIAB X OCCUR CUP7372Y622 IW152017 10/152/8 EACH OCCURRENCE S 1,000,000 AGGREGATE 81,000,000EXCESSLIABCLAIMS -MADE OED X RETENTION$ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN Y UBDK588642 W11201B 3112019 X STATUTE ER ANY PROPRIETOR/ EXCITEREXCLUOED7 NIANIA E.L. EACH ACCIDENT 1,000,000 Mandatory InNIfyes, doryin NH) E.L. DISEASE - EA EMPLOYE 1,000,000 E.L. DISEASE - POLICY LIMIT 1,000,000 Dyes, describe antler DESCRIPTION OF OPERATIONS below a Professional Liability IAE1053208 62612017 6262018 2.000,000 Per Claim 2.000,000 Annual Aggregate DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 11, AEdibonal Remarks Schedule, may he attached if more space is required) All operations of the named insured CERTIFICATE HOLDER CANCELLATION 30 Day Notice of Cancellation 1988 -2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD 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 Eighth Street Seal Beach CA 90740 AUTHORIZED REPRESENTATIVE 1988 -2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 6807H190372 COMMERICAL GENERAL LIABILITY ISSUE DATE: 5/1/2018 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE NAME OF PERSON(S) OR ORGANIZATION(S): City of Seal Beach 211 Eighth Street Seal Beach CA 90740 PROJECT /LOCATION OF COVERED OPERATIONS: PROVISIONS A The following is added to WHO IS AN INSURED Section II): The person or organization shown in the Sched- ule above is an additional insured on this Cover- age Part, but only with respect to liability for bod- ily injury", 'property damage" or 'personal injury caused, in whole or in part, by your acts or omis- sions or the acts or omissions of those acting on your behalf: a. In the performance of your ongoing oper- ations; In connection with premises owned by or rented to you; or In connection with your work and included within the "products- completed operations hazard." Such person or organization does not qualify as an additional insured for "bodily injury", "property damage" or "personal injury' for which that person or organization has assumed liability in a contract or agreement. The insurance provided to such additional insured is limited as follows: d. This insurance does not apply to the render- ing of or failure to render any "professional services ". e. The limits of insurance afforded to the addi- tional insured shall be the limits which you agreed in that 'contract or agreement requir- ing insurance" to provide for that additional insured, or the limits shown in the Declarations for this Coverage Part, whichever are less. This endorsement does not increase the limits of insurance stated in the LIMITS OF INSURANCE (Section III) for this Coverage Part. B. The following is added to Paragraph a. of 4. Other Insurance in COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV): However, if you specifically agree in a contract or agreement requiring insurance that, for the addi- tional insured shown in the Schedule, the insur- ance provided to that additional insured under this CG D3 82 09 07 Page I 2007 The Travelers Companies, Inc. Includes the copyrighted material of Insurance Services Office Inc., with its permission COMMERICAL GENERAL LIABILITY Coverage Part 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 the other insurance, provided that: 1) The "bodily injury' or "property damage" for which coverage is sought occurs; and 2) The "personal injury' for which coverage is sought arises out of an offense committed; after you have entered into that "contract or agreement requiring insurance' for such additional insured. But this insurance still is excess over valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the additional insured when the additional insured is also an additional insured under any other insurance. C. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us in COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV): We waive any rights of recovery we may have against the additional insured shown in the Schedule above because of payments we make for "bodily injury', 'property damage' or "personal injury" arising out of "your work' on or for the project, or at the location, shown in the Schedule above, performed by you, or on your behalf, under a "contract or agreement requiring insurance' with that additional insured. We waive these rights only where you have agreed to do so as part of the contract or agreement requiring insurance" with that additional insured entered into by you before, and in effect when, the "bodily injury' or "property damage" occurs, or the personal injury" offense is committed. D. The following definition is added to DEFINITIONS (Section V): Contract or agreement requiring insurance" means that part of any contract or agreement under which you are required to include the person or organization shown in the Schedule as an additional insured on this Coverage Part, provided that the "bodily injury and "property damage' occurs, and the 'personal injury" is caused by an offense committed: a. After you have entered into that contract or agreement; b. While that part of the contract or agreement is in effect; and c. Before the end of the policy period. CG D3 82 09 07 Page 2 2007 The Travelers Companies, Inc. Includes the copyrighted material of Insurance Services Office Inc., with its permission POLICY NUMBER: BA54291_431 COMMERCIAL AUTO CA 20 48 02 99 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" under the Who Is An Insured Provi- sion of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indi- cated below. Endorsement Effective: 10/15/2017 Countersigned By: z_ `— Named Insured: W G Zimmerman Enqineerinq, Inc. Authorized Representative) SCHEDULE Name of Person(s) or Organization(s): City of Seal Beach 211 Eighth Street Seal Beach CA 90740 If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to the endorsement.) Each person or organization shown in the Schedule is an "insured" for Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured Provision contained in Section II of the Coverage Form. CA 20 48 02 99 Copyright, Insurance Services Office, Inc., 1998 Page 1 of 1 AMENDMENT NO. 1 PROFESSIONAL SERVICES AGREEMENT between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 E W.G. Zimmerman Engineering, Inc. 17011 Beach Boulevard, Suite 1240 Huntington Beach, CA 92647 T (714) 799-1800, F (714) 333-4712 This Amendment No. 1, dated April 22, 2019, amends that certain agreement Agreement') dated April 23, 2018, by and between the City of Seal Beach ("City"), a California charter city and W.G. Zimmerman Engineering, Inc. ("Consultant'), a California corporation. RECITALS A. City and Consultant are parties to the Agreement, pursuant to which Consultant provides public works inspector and support services to City. B. City and Consultant wish to amend the Agreement to extend the term through and including January 1, 2022, and to increase Consultant's compensation by 100,000 for additional services required in connection with the Project, for a revised total contract amount not to exceed $150,000, as provided herein. AMENDMENT NO. 1 NOW, THEREFORE and in consideration of the foregoing and of the mutual covenants and promises herein set forth, the parties agree to amend the Agreement as follows: Section 1. Section 2.0 (Term) of the Agreement is amended to read as follows: 2.0 Term The term of this Agreement shall commence as of the Effective Date and shall continue through and including January 1, 2022, unless previously terminated as provided by the Agreement." Section 2. Section 3.0 (Consultant's Compensation) of the Agreement is hereby amended to read as follows: 3.0 Consultant's Compensation City will pay Consultant in accordance with the hourly rates shown on the fee schedule set forth in Exhibit A for Services but in no event will the City pay more than $150,000. Any additional work authorized by the City pursuant to Section 1.4 will be compensated in accordance with the fee schedule set forth in Exhibit A." Section 3. Except as expressly modified or supplemented by this Amendment No. 1, all other provisions of the Agreement shall remain unaltered and in full force and effect. In the event of a conflict between the provisions of this Amendment No. 1 and the provisions of the Agreement, the provisions of this Amendment No. 1 shall control. IN WITNESS WHEREOF, the parties hereto have caused this Amendment No to be executed and attested by their proper officers thereunto: CITY OF SEAL BEACH CONSULT T By: By: ill . Ingram, City a a er Name: c ( lac 6 on wt&rrm CJ Attest: * a BeSI By: Gloria D. Harpe , Cit k . Approved a o F rm. vf CG ti y Name:(,/. t I& t^ Z Yn0Anr^M,,,,t) By: ' ig A. Steele, City Attorney Its: &*'10 Please note, two signatures required for corporations under Corp. Code §313, unless corporate documents authorize only one person to sign this Agreement on behalf of the corporation.) April 4, 2019 Stephen Myrter, P.E. Director of Public Works City of Seal Beach 2018th Street Seal Beach, CA 90740 RE: INTERSTATE 405 IMPROVEMENT PROJECT — POINT OF CONTACT (POC) AS NEEDED SERVICES Dear Mr. Myrter: We at W.G. Zimmerman Engineering are very excited to continue to assist the City of Seal Beach as the POC for the 405 Widening Project. Our serves will include the minimum Tasks below and/or as - directed by the City. 1. Attend Corridor Agencies Meeting as requested 2. Attend City meetings with OCTA 3. Conduct research as required by project 4. Prepare notes as directed by the City 5. Review Design Plan sheets and prepare comments 6. Coordinated with OCTA and City Staff resolve design issues 7. Review traffic control placed within City right-of-way 8. Attend construction meetings, field meetings, and other project meetings 9. Attend City Council meetings as directed 10. Prepare Presentations when requested. Estimated fee for these services is $100,000. The work will be as directed by the City of Seal Beach and will be time and materials Should you have any questions regarding these comments please contact me directly at 714-799-1700 ext. 100. Sincerely, W.G. Zimmerman Engineering, Inc., Bill Zimmerman. P.E., T.E., PTOE President w.u. ummerman tngmeenng, inc. 17011 Beach Boulevard, Suite 1240 Huntington Beach, CA 92647 714) 799-1700 / (714) 333-4712 Fax A a CERTIFICATE OF LIABILITY INSURANCE DATE ( AE( 201s ) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Dealey, Renton & Associates Po Box. 12675LAIC,No CONTACT NAME: James Grition PHONE FAX Ext : 714-427-3489 AIC No): 510-452-2193 Oakland, CA 94604 ADDRESS: jgdfton@dealeyrenton.com License #0020739 INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Travelers Property Casualty Co of Ameri 25674 DAMAGE TO RENTED PREMISES Ea occurrence $ 1,000,000 INSURED WGZIMENGI W G Zimmerman Engineering, Inc. 17011 Beach Blvd., Ste. 1240 INSURER B: Argonaut Insurance Company 19801 INSURER C: INSURER D: Huntington Beach CA 92647 INSURER E: I INSURER F: AUTOMOBILE IX COVERAGES CERTIFICATE NUMBER: 16R35647n7 RFVISInN NIJMRFR- 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. ILTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER MMNCD EFF MM DDI EXP LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR X • Contractual Liab Y V 68071-1190372 10/15/2018 10/15/2019 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED PREMISES Ea occurrence $ 1,000,000 MED EXP (Any one person) $10,000 X XCU Included PERSONAL &ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY JECOT- 17 LOC OTHER: GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COM P/OPAGG $2,000,000 A AUTOMOBILE IX LIABILITY ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS HIRED AUTOS X NON -OWNED AUTOS Y Yj BA5429L431 10/15/2018 j 10/15/2019 COMBINED SINGLE LIMIT Ea accident) ccident $ 1,000000000000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ Per accident A X UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE CUP7372Y622 10/15/2018 10/15/2019 EACH OCCURRENCE $ 4,000,000 AGGREGATE $ 4,000,000 DED X I RETENTION $ n$ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N / A Y UBOK588642 3/1/1019 3/1/2020 X PER DTH - STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 ELDISEASEDISEASE - EA EMPLOYE $ 1,000,000 E.L. DISEASE -POLICY LIMIT 1 $ 1,000,000 B Professional Liability 121AEOD0113900 i 626/2018 6/26/2019 2,000,000 Per Claim 2,000,000 Annual Aggregate DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) All operations of the named insured CERTIFICATE HOLDER CANCFLLATION 3n nav Nntirp of ranrpllatinn 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD 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 Eighth Street Seal Beach CA 90740 AUTHORIZED REPRESENTATIVE 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 6807H190372 COMMERCIAL GENERAL LIABILITY ISSUED DATE: 3/11/2019 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part for "bodily injury" or "property damage" included in the "products - completed operations hazard", provided that such contract was signed and executed by you before, and is in effect when, the bodily injury or property damage occurs. Location And Description Of Completed Operations Any project to which an applicable contract described in the Name of Additional Insured Person(s) or Organization(s) section of this Schedule applies. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II — Who Is An Insured is amended to in- clude as an additional insured the person(s) or or- ganizations) shown in the Schedule, but only with respect to liability for "bodily injury" or "property dam- age" caused, in whole or in part, by "your work" at the location designated and described in the schedule of this endorsement performed for that additional in- sured and included in the "products -completed opera- tions hazard". CG 20 37 07 04 © ISO Properties, Inc., 2004 Page 1 of 1 POLICY NUMBER: 6807H190372 COMMERCIAL GENERAL LIABILITY ISSUED DATE: 3/11/2019 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: Any person or organization that you agree in a written contract If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) The TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Condition (Section IV - COMMERCIAL GENERAL LIABILITY CONDITIONS) is amended by the addition of the following: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or your work" done under a contract with that person or organization and included in the "products - completed operations hazards." This waiver applies only to the person or organization shown in the Schedule above. CG 24 0410 93 Copyright, Insurance Services Office, Inc., 1992 Page 1 of 1 POLICY NUMBER 6807H190372 COMMERCIAL GENERAL LIABILITY ISSUED DATE: 3/11/2019 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Names of Additional Insured Person(s) or Organization(s): Any person or organization that you agree in a written contract, on this Coverage Part, provided that such written contract was signed and executed by you before, and is in effect when the bodily injury" or "property damage" occurs or the "personal injury" or "advertising injury" offense is committed. Location of Covered Operations: Any project to which an applicable written contract with the described in the Name of Additional Insured Person(s) or Organization(s) section of this Schedule applies. Information required to complete this Schedule, if not shown above, will be shown in the Declarations.) A. Section II — Who Is An Insured is amended to in- clude as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage", "personal injury" or "advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) desig- nated above. B. With respect to the insurance afforded to these additional insureds, the following additional exclu- sions apply: This insurance does not apply to "bodily injury" or property damage" occurring, or "personal injury" or "advertising injury" arising out of an offense committed, after: 1. All work, including materials, parts or equip- ment furnished in connection with such work, on the project (other than service, mainte- nance or repairs) to be performed by or on behalf of the additional insured(s) at the loca- tion of the covered operations has been com- pleted; or 2. That portion of "your work" out of which the injury or damage arises has been put to its in- tended use by any person or organization other than another contractor or subcontrac- tor engaged in performing operations for a principal as a part of the same project. CG D3 61 03 05 Copyright 2005 The St. Paul Travelers Companies, Inc. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission. POLICY NUMBER: 6807H190372 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. OTHER INSURANCE - ADDITIONAL INSUREDS - PRIMARY AND NON-CONTRIBUTORY WITH RESPECT TO CERTAIN OTHER INSURANCE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following is added to Paragraph 4. a., Primary Insurance, of SECTION IV — COMMERCIAL GEN- ERAL LIABILITY CONDITIONS: However, if you specifically agree in a written contract or agreement that the insurance afforded to an addi- tional insured under this Coverage Part 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: 1) The "bodily injury" or "property damage" for which coverage is sought is caused by an 'occurrence" that takes place; and 2) The "personal injury" or "advertising injury" for which coverage is sought arises out of an offense that is committed; subsequent to the signing and execution of that con- tract or agreement by you. CG D4 25 07 08 © 2008 The Travelers Companies, Inc. Page 1 of 1 TRAVELERS/ J WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76(00) — 001 POLICY NUMBER: UBOK588642 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT CALIFORNIA BLANKET WAIVER) 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. 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 3.00 % of the California workers' compensation premium otherwise due on such remuneration. Person or Organization ALL PERSONS OR ORGANIZATIONS THAT REQUIRES YOU TO OBTAIN EXECUTED THE CONTRACT BEFORE DATE OF ISSUE: 3/11/2019 017106 Schedule Job Description THAT ARE PARTIE TO A CONTRACT THIS AGREEMENT, PROVIDED YOU THE LOSS. ST ASSIGN: CA POLICY NUMBER: BA54291-431 COMMERCIAL AUTO CA 20 48 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: W G Zimmerman Enqineerinq, Inc. Endorsement Effective Date: 10/15/2018 SCHEDULE Name Of Person(s) Or Organization(s): Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Each person or organization shown in the Schedule is an "insured" for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph A.I. of Section II — Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I — Covered Autos Coverages of the Auto Dealers Coverage Form. CA 20 48 10 13 C Insurance Services Office, Inc., 2011 Page 1 of 1 W. G. ZIMMERMAN ENGINEERING, INC. Billing Rate Schedule 2019 Classification Rate Principal $ 220.00/Hr Registered Traffic Engineer $ 220.00/Hr Senior Project Manager (Registered) $ 215.00/Hr Project Manager (Registered) $ 195.00/Hr Senior Project Engineer (Registered) $ 190.00/Hr Project Engineer $ 155.00/Hr Senior Associate Engineer $ 130.00/Hr Senior Design Engineer $ 125.00/Hr Design Engineer $ 115.00/Hr CADD Manager/Senior Designer $ 107.00/Hr Microstation CADD/Technician $ 115.00/Hr Administration/Office Support $ 80.00/Hr Non -Labor Expenses Mileage (local) Federal Rate¢ per Mile Printing Cost plus 5% Reproduction (Blue lines) Cost plus 5% Other Expenses (such as sub -consultants, outside services or special equipment needs) Cost plus 5% AMENDMENT NO. 2 PROFESSIONAL SERVICES AGREEMENT between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 & W.G. Zimmerman Engineering, Inc. 17011 Beach Boulevard, Suite 1240 Huntington Beach, CA 92647 T (714) 799-1800, F (714) 333-4712 This Amendment No. 2 (“Second Amendment”), dated October 26, 2020, amends that certain agreement (“Agreement”) dated April 23, 2018, and Amendment No. 1 dated April 22, 2019 (“First Amendment”) by and between the City of Seal Beach (“City”), a California charter city and W.G. Zimmerman Engineering, Inc. (“Consultant”), a California corporation. Agenda Item I AGENDA STAFF REPORT DATE:October 26, 2020 TO:Honorable Mayor and City Council THRU:Jill R. Ingram, City Manager FROM:Steve Myrter, P.E., Director of Public Works SUBJECT:Award to and Authorize Execution of a Public Works Agreement with All American Asphalt for FY2019-2020 Arterial Street Resurfacing Program, CIP ST2003 ________________________________________________________________ SUMMARY OF REQUEST: That the City Council adopt Resolution 7082: 1. Approving plans, specifications, and contract documents for the FY 2019- 2020 Arterial Street Resurfacing Program, CIP ST2003; and, 2. Approving and awarding a public works agreement to All American Asphalt, in the amount of $199,531.50, and waive minor bid irregularities; and, 3. Authorizing the City Manager to execute the public works agreement to All American Asphalt; and, 4. Authorizing the City Manager to approve additional work requests up to $25,000 and inspection services up to $20,000 in connection with the Project, in the cumulative not-to-exceed amount of $45,000. BACKGROUND AND ANALYSIS: The City’s annual arterial street resurfacing program was budgeted in the FY 2019-2020 Capital Improvement Program to improve roadway conditions within the City. Pursuant to the 2018 Pavement Management Program, Bolsa Avenue from Pacific Coast Highway to Balboa Drive was selected for the pavement rehabilitation work. On October 14, 2020, the City Clerk’s office received seven (7) bids with the following results: Page 2 8 6 0 Rank Contractor Total Base Bid Low All American Asphalt $ 199,531.50* 2 Excel Paving Company $ 223,555.00 3 Onyx Paving Company, Inc.$ 227,000.00 4 R.J. Noble Company $ 233,800.50 5 Sequel Contractors, Inc.$ 234,653.00 6 Hardy & Harper, Inc.$ 245,675.00 7 Shawnan $ 303,860.00 *Contractor’s submitted bid amount was $199,532.00. Bid calculations were subsequently verified and corrected to $199,531.50. Based upon the references, qualifications, work experience, and cost, staff recommends deeming All American Asphalt as the lowest responsive bidder at $199,531.50, and awarding the FY 2019-2020 Arterial Street Resurfacing Program public works agreement to All American Asphalt. The project plans are available in the City Engineer’s office. Staff further recommends authorizing the City Manager to approve additional work requests up to $25,000 and inspection services up to $20,000, in the cumulative not-to-exceed amount of $45,000. Construction is estimated to start in November 2020, and is anticipated to be completed within 25 working days following the Notice to Proceed. ENVIRONMENTAL IMPACT: This project complies with all requirements of the California Environmental Quality Act (CEQA) and is categorically exempt under section 15301 (c) of the CEQA Guidelines. LEGAL ANALYSIS: The City Attorney has reviewed the agreement and approved the resolution as to form. FINANCIAL IMPACT: The FY 2019-2020 and FY 2020-2021 Capital Improvement Program budgets allocated $450,000 in Gas Tax funds towards the FY 2019-2020 Arterial Street Resurfacing Program, CIP No. ST2003. To date, the City has spent approximately $41,000 in planning and design costs. The table below presents the estimated breakdown of the Project’s construction cost: Page 3 8 6 0 Description Amount Construction $ 199,531.50 Contingency $ 25,000.00 Inspection/Testing $ 20,000.00 Total $ 244,531.50 Upon completion of the construction contract, any unspent funds remaining in this CIP project will be returned back to the original funding source. STRATEGIC PLAN: This item is not applicable to the Strategic Plan. MEASURE BB: This item is not applicable to Measure BB, the Seal Beach Neighborhood and Essential Services Protection Measure. RECOMMENDATION: That the City Council adopt Resolution 7082: 1. Approving plans, specifications, and contract documents for the FY 2019- 2020 Arterial Street Resurfacing Program, CIP ST2003; and, 2. Approving and awarding a public works agreement to All American Asphalt, in the amount of $199,531.50, and waive minor bid irregularities; and, 3. Authorizing the City Manager to execute the public works agreement to All American Asphalt; and, 4. Authorizing the City Manager to approve additional work requests up to $25,000 and inspection services up to $20,000 in connection with the Project, in the cumulative not-to-exceed amount of $45,000. SUBMITTED BY: NOTED AND APPROVED: Steve Myrter Jill R. Ingram Steve Myrter, P.E., Director of Public Works Jill R. Ingram, City Manager Prepared by: Iris Lee, Deputy Public Works Director/City Engineer Page 4 8 6 0 ATTACHMENTS: A. Resolution 7082 B. Agreement with All American Asphalt RESOLUTION 7082 A RESOLUTION OF THE SEAL BEACH CITY COUNCIL AWARDING AND AUTHORIZING THE CITY MANAGER TO EXECUTE A CONSTRUCTION CONTRACT WITH ALL AMERICAN ASPHALT FOR FY 2019-2020 ARTERIAL STREET RESURFACING PROGRAM, CIP ST2003 WHEREAS, On September 23, 2020, the City issued a solicitation for bids for the FY 2019-2020 Arterial Street Resurfacing Program, CIP ST2003 (the “Project”); and, WHEREAS, On October 14, 2020, the City Clerk’s office received seven bids in response to the solicitation for bids, and All American Asphalt submitted the lowest responsible bid in the amount of $199,531.50; and, WHEREAS, All American Asphalt is a qualified firm to perform the Project. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SEAL BEACH DOES HEREBY RESOLVE: SECTION 1. The City Council hereby approves the plans and specifications for the Project. SECTION 2. The City Council hereby awards a contract to All American Asphalt for the Project in the not-to-exceed amount of $199,531.50, and based on the recitals set forth above waives minor bid irregularities, and rejects all other bids. SECTION 3. The City Council hereby authorizes and directs the City Manager to execute the contract on behalf of the City. SECTION 4. The City Council hereby authorizes the City Manager to approve payments for additional work requests in connection with the Project in the cumulative not-to-exceed amount of $25,000. SECTION 5. The City Council hereby authorizes the City Manager to approve payments for inspection and testing in connection with the Project in the cumulative not-to-exceed amount of $20,000. PASSED, APPROVED AND ADOPTED by the Seal Beach City Council at a regular meeting held on the 26th day of October 2020 by the following vote: 5 4 9 6 AYES: Council Members NOES: Council Members ABSENT: Council Members ABSTAIN: Council Members Schelly Sustarsic, Mayor ATTEST: Gloria D. Harper, City Clerk STATE OF CALIFORNIA } COUNTY OF ORANGE } SS CITY OF SEAL BEACH } I, Gloria D. Harper, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution 7082 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 26th day of October 2020. Gloria D. Harper, City Clerk PUBLIC WORKS AGREEMENT FY2019-2020 ARTERIAL STREET RESURFACING PROGRAM – BOLSA AVENUE PROJECT CIP NO. ST2003 between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 & All American Asphalt 400 E. Sixth Street Corona, CA 92879 (951) 736-7600 (951) 736-4676 - FAX THIS CONTRACT (“Contract”) is made as of October 26, 2020, by and between the City of Seal Beach, a California charter city (“City”), and All American Asphalt, a California corporation, (“Contractor”). RECITALS A. WHEREAS, the City Council has approved the plans and specifications for the FY2019-2020 Arterial Street Resurfacing Program – Bolsa Avenue, Project CIP No. ST2003 (“Project”) with respect to design criteria; and B. WHEREAS, Contractor has submitted a Bid to City for the Project dated October 14, 2020 in the amount of $199,531.50 (“Bid” hereinafter). The Bid is attached hereto and contains, among other things, provisions defining the Project scope. NOW, THEREFORE, in consideration of performance by the parties of the mutual promises, covenants, and conditions herein contained, the parties hereto agree as follows: CONTRACT 1. Contractor’s Services. 1.1 Scope and Level of Services. For and in consideration of the mutual promises set forth herein, and subject to the terms and conditions set forth in this Contract, Contractor shall perform and complete in good and workmanlike manner all work (“Work”) required by this Contract and the documents listed in Subsection 1.2 for the Project. 1.2 Contract Documents. The “Contract Documents” that comprise the agreement between the City and the Contractor are the: Notice Inviting Sealed Bids, Instructions to Bidders, Accepted Bid Proposal Form, Non-Collusion Declaration, Bid Schedule(s), List of Subcontractors, Contractor’s Industrial Safety Record, Contractor’s Qualification Statement, Bid Security Forms for Check or Bond, Specifications, General and Special Provisions and documents referenced therein, all addenda as prepared prior to the date of Bid opening setting forth any modifications or interpretations of any of said documents, this Contract, Exhibits attached to this Contract, including but not limited to the Performance Bond (Exhibit A), Payment Bond (Exhibit B), Workers’ Compensation Insurance Certificate (Exhibit C), Insurance Endorsements (Exhibit D), Acknowledgment of Penal and Civil Penalties Concerning Contractor Licensing Laws (Exhibit E), Labor Law Requirements (Exhibit F), Indemnification and Hold Harmless Contract (Exhibit G), Accepted Bid Proposal Form and any and all supplemental agreements executed amending or extending the Work contemplated and that may be required to complete the Work in a substantial and acceptable manner. These Contract Documents are hereby incorporated into this Contract. 1.3 The Work shall be performed in accordance with the Plans, Specifications and other Contract Documents. Contractor shall furnish at its own expense all labor, materials, equipment and services necessary therefor, except such labor, materials, equipment and services as are specified in the Contract Documents to be furnished by City. 1.4 In the event of any material discrepancy between the express provisions of this Contract and the provisions of the other Contract Documents, the provisions of this Contract shall prevail. 2. Effective Date. This Contract is effective as of October 26, 2020 (the “Effective Date”), and shall remain in full force and effect until Contractor has rendered the services required by this Contract. 3. Payment. For performing and completing the Work in accordance with the Contract Documents, City shall pay Contractor, in full compensation therefor, the amount of $199,531.50, subject to any additions and deletions pursuant to the terms of the Contract Documents. Said sum shall constitute payment in full for all Work performed hereunder, including, without limitation, all labor, materials, equipment, tools and services used or incorporated in the Work, supervision, administration, overhead, expenses and any and all other things required, furnished or incurred for completion of the Work as specified in the Contract Documents. City shall make payments to Contractor on account of the Contract sum at the time, in the manner, and upon the conditions specified in the Contract Documents. 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. 4. Contractor’s Personnel. 4.1 All Work shall be performed by Contractor or under Contractor’s direct supervision, and all personnel shall possess the qualifications, permits, and licenses required by state and local law and by the Notice Inviting Bids/Instructions to Bidders to perform such Services, including, without limitation, a City of Seal Beach business license as required by the Seal Beach Municipal Code. 4.2 Contractor shall be responsible for payment of all employees’ wages and benefits, and shall comply with all requirements pertaining to employer’s liability, workers’ compensation, unemployment insurance, and Social Security. Contractor shall fully comply with the workers’ compensation law regarding Contractor and Contractor’s employees. 4.3 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 liabilities, damages, claims, costs and expenses of any nature to the extent arising from Contractor’s alleged violations of personnel practices. 4.4 Contractor is, and shall at all times remain as to City, a wholly independent contractor. Contractor shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act as an agent of City. Neither City nor any of its agents shall have control over the conduct of Contractor or any of Contractor’s employees, except as set forth in this Contract. Contractor shall not, at any time, or in any manner, represent that it or any of its officers, agents, or employees are in any manner employees of City. Contractor shall pay all required taxes on amounts paid to Contractor under this Contract, and indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the Work performed pursuant to this Contract. 4.5 City shall have the right to offset against the amount of any fees due to Contractor under this Contract 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 4. 5. Indemnification. 5.1 Contractor’s Duty. Contractor shall defend, indemnify, and hold the City, its elected officials, officers, employees, volunteers, agents, and those City agents serving as independent contractors in the role of City officials (collectively “Indemnitees”) free and harmless from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, bid protests, stop notices, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney’s fees, disbursements and court costs) of every kind and nature whatsoever (individually, a “Claim,” collectively, “Claims”), in any manner arising out of or incident to the performance of the Contract, including without limitation, the payment of all consequential damages and attorneys’ fees and other related costs and expenses. 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 other Indemnitees in any such suit, action, or other legal proceeding arising out of or incident to the performance of the Contract. Contractor shall reimburse the 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. 5.2 Bid Protests. In addition to its obligations pursuant to Section 5.1, 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. 5.3 Civil Code Exception. Nothing in this Section 5 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 underlying Contract Documents are 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. 5.4 Nonwaiver of Rights. Indemnitees do not, and shall not, waive any rights that they may possess against Contractor because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Contract. 5.5 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. 5.6 Survival. The provisions of this Section 5 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. 6. Insurance. 6.1 Liability Insurance. Contractor shall procure and maintain in full force and effect for the duration of this Contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the services hereunder by Contractor, and its agents, representatives, employees and subcontractors. The policy limits set forth below do not act as a limitation upon the amount of indemnification to be provided by Contractor. Contractor shall complete and execute the following documents attached as Exhibits hereto and incorporated herein by this reference: 6.1.1 Exhibit D-1: Additional Insured Endorsement - Commercial General Liability. 6.1.2 Exhibit D-2: Additional Insured Endorsement - Automobile Liability. 6.2 Minimum Scope of Insurance. Unless otherwise approved by City, coverage shall be at least as broad as: 6.2.1 Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). 6.2.2 Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto). 6.2.3 Insurance Services Office form number CG 20 10 11 85 (Ed. 11/85) covering Additional Insured—Owners, Lessees or Contactors (Form B). 6.2.4 Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. 6.3 Minimum Limits of Insurance. Contractor shall maintain limits no less than: 6.3.1 General Liability: $2,000,000 per occurrence and in the aggregate for bodily injury, personal injury and property damage. Commercial General Liability Insurance or other form with a general aggregate limit shall apply separately to this Contract or the general limit shall be twice the required occurrence limit. 6.3.2 Automobile Liability: $2,000,000 per occurrence for bodily injury and property damage. 6.3.3 Employer’s Liability: $1,000,000 per occurrence and in the aggregate for bodily injury or disease; and Workers’ Compensation Insurance in the amount required by law. 6.4 Deductibles and Self-Insured Retentions. Contractor shall inform City of any deductibles or self-insured retentions except with respect to any professional liability insurance. 6.5 Other Insurance Provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: 6.5.1 City, its officers, officials, employees, designated volunteers and agents serving as independent contractors in the role of City officials, are to be covered as additional insureds as respects: liability arising out of activities performed by or on behalf of Contractor; products and completed operations of Contractor; premises owned, occupied or used by Contractor; or automobiles owned, leased, hired or borrowed by Contractor. The coverage shall contain no limitations on the scope of protection afforded to City, its officers, officials, employees, designated volunteers or agents serving as independent contractors in the role of City officials which are not also limitations applicable to the named insured. 6.5.2 For any claims related to this Contract, Contractor’s insurance coverage shall be primary insurance as respects City, its officers, officials, employees, designated volunteers and agents serving as independent contractors in the role of City officials. Any insurance or self-insurance maintained by City, their officers, officials, employees, designated volunteers or agents serving as independent contractors in the role of City officials shall be excess of Contractor’s insurance and shall not contribute with it. 6.5.3 Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability. 6.5.4 Each insurance policy required by this Section 6 shall be endorsed to state that coverage shall not be canceled or materially modified except after 30 days prior written notice by first class mail has been given to City. 6.5.5 Each insurance policy, except for any professional liability policy, required by this Section 6 shall expressly waive the insurer’s right of subrogation against City and its elected officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of City or agency officials. 6.6 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VIIl unless waived in writing by City’s Risk Manager. 6.7 Verification of Coverage. All insurance coverages shall be confirmed by execution of endorsements on forms approved by the City. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by City before services commence. As an alternative to City forms, Contractor’s insurer may provide complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications. 7. Liquidated Damages. Should the Contractor fail to complete the Project, or any part thereof, in the time agreed upon in the Contract, the Contractor shall reimburse the City for the additional expense and damage for each calendar day that the Contract remains uncompleted after the Contract completion date. It is agreed that the amount of such additional expense and damage incurred by reason of failure to complete the Contract is the per diem rate of $500.00 per calendar day. Such amount is hereby agreed upon as liquidated damages for the loss to the City resulting from the failure of the Contractor to complete the Project within the allotted time and to the value of the operation of the works dependent thereon. It is expressly understood and agreed that this amount is a reasonable amount and is established in lieu of damages that are incapable of calculation at the inception hereof; and this amount is not to be considered in the nature of a penalty. The City shall have the right to deduct such damages from any amount due, or that may become due to the Contractor, or the amount of such damages shall be due and collectible from the Contractor or the Contractor’s Surety. Progress payments made after the scheduled completion date shall not constitute a waiver of liquidated damages. 8. Suspension. City may, in writing, order Contractor to suspend all or any part of the Contractor’s Services for the convenience of City or for work stoppages beyond the control of City or Contractor. A suspension of the Services does not void this Contract. 9. Notices. Any notices, bills, invoices, or reports authorized or required by this Contract shall be in writing and shall be deemed received on (a) the day of delivery if delivered by hand or overnight courier service during Contractor’s and City’s regular business hours or by facsimile before or during Contractor’s regular business hours; or (b) on the third business day following deposit in the United States mail, postage prepaid, to the addresses heretofore set forth in the Contract, or to such other addresses as the parties may, from time to time, designate in writing pursuant to the provisions of this Section. All notices shall be addressed as follows: If to City: City Clerk City of Seal Beach 211-8th Street Seal Beach, California 90740 Telephone: (562) 431-2527 Fax: (562) 493-9857 With a copy to: Public Works Director City of Seal Beach 211-8th Street Seal Beach, California 90740 If to Contractor: All American Asphalt 400 E. Sixth Street Corona, CA 92879 Telephone: (951) 736-7600 Fax: (951) 736-4676 Attn: Mark Luer, President 10. Non-Assignability; Subcontracting. Contractor shall not assign, transfer, or subcontract any interest in this Contract or the performance of any of Contractor’s obligations hereunder. Any attempt by Contractor to so assign, transfer, or subcontract any rights, duties, or obligations arising hereunder shall be null, void and of no effect. 11. Compliance with Laws. Contractor shall comply with all applicable federal, state and local laws, ordinances, codes and regulations in force at the time Contractor performs the Services. 12. Non-Waiver of Terms, Rights and Remedies. Waiver by either party of any one or more of the conditions of performance under this Contract shall not be a waiver of any other condition of performance under this Contract. In no event shall the making by City of any payment to Contractor constitute or be construed as a waiver by City of any breach of covenant, or any default which may then exist on the part of Contractor, and the making of any such payment by City shall in no way impair or prejudice any right or remedy available to City with regard to such breach or default. 13. Attorneys’ Fees. In the event that either party to this Contract shall commence any legal action or proceeding to enforce or interpret the provisions of this Contract, each party shall be responsible for their own attorneys’ fees. 14. Construction. The validity, interpretation, and performance of this Contract shall be controlled by and construed under the laws of the State of California, with venue in Orange County, California. In the event of any asserted ambiguity in, or dispute regarding the interpretation of any matter herein, the interpretation of this Contract shall not be resolved by any rules of interpretation providing for interpretation against the party who causes the uncertainty to exist or against the party who drafted the Contract or who drafted that portion of the Contract. 15. Workers’ Compensation. Labor Code Sections 1860 and 3700 provide that every contractor will be required to secure the payment of compensation to its employees. In accordance with the provisions of Labor Code Section 1861, by signing this Contract, the Contractor 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.” 16. Prevailing Wages. The City and the Contractor acknowledge that the Project is a public work to which prevailing wages apply. 17. Entire Contract. This Contract, including any other documents incorporated herein by specific reference, represents the entire and integrated agreement between Contractor and City. This Contract supersedes all prior oral or written negotiations, representations, or agreements. This Contract may not be amended, nor any provision or breach hereof waived, except in a writing signed by the parties which expressly refers to this Contract. 18. Severability. The invalidity in whole or in part of any provisions of this Contract shall not void or affect the validity of the other provisions of this Contract. 19. Titles and Headings. The titles and headings used in this Contract are for convenience only and shall in no way define, limit or describe the scope or intent of this Contract or any part of it. 20. Authority. Any person executing this Contract on behalf of Contractor warrants and represents that he or she has the authority to execute this Contract on behalf of Contractor and has the authority to bind Contractor to the performance of its obligations hereunder. 21. Counterparts. This Contract may be executed in counterpart originals, duplicate originals, or both, each of which is deemed to be an original for all purposes. EXHIBIT A FAITHFUL PERFORMANCE BOND Bond No. __________ PERFORMANCE BOND KNOW ALL PERSONS BY THESE PRESENTS that: WHEREAS the City of Seal Beach (“City”), has awarded to (“Principal”) (Name and address of Contractor) a contract (the “Contract”) for the Work described as follows: FY19/20 ARTERIAL STREET RESURFACING PROGRAM – BOLSA AVENUE (Project name) WHEREAS, Principal is required under the terms of the Contract to furnish a Bond for the faithful performance of the Contract. NOW, THEREFORE, we, the undersigned Principal, and , (Name and address of Surety) (“Surety”) a duly admitted surety insurer under the laws of the State of California, as Surety, are held and firmly bound unto the City in the penal sum of Dollars ($ ), this amount being not less than the total Contract Price, in lawful money of the United States of America, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, successors executors and administrators, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION IS SUCH THAT, if the hereby bounded Principal, his, her or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions and provisions in the Contract and any alteration thereof made as therein provided, on the Principal’s part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their true intent and meaning, and shall indemnify and save harmless the City, its officers, agents and employees, as therein stipulated, then this obligation shall become null and void; otherwise, it shall be and remain in full force and effect. As a part of the obligation secured hereby and in addition to the face amount specified therefor, there shall be included costs and reasonable expenses and fees, including reasonable attorneys’ fees, incurred by City in successfully enforcing such obligation, all to be taxed as costs and included in any judgment rendered. Surety hereby waives any statute of limitations as it applies to an action on this Bond. The Surety hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract or of the Work to be performed thereunder or the specifications accompanying the same shall in anywise affect its obligations under this Bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contract or to the Work or to the specifications. Surety hereby waives the provisions of California Civil Code Sections 2845 and 2849. The City is the principal beneficiary of this Bond and has all rights of a party hereto. IN WITNESS WHEREOF, two (2) identical counterparts of this instrument, each of which shall for all purposes be deemed an original hereof, have been duly executed by Principal and Surety, on the date set forth below, the name of each corporate party being hereto affixed and these presents duly signed by its undersigned representative(s) pursuant to authority of its governing body. Dated: “Principal” By: Its By: Its (Seal) “Surety” By: Its By: Its (Seal) Note: This Bond must be executed in duplicate and dated, all signatures must be notarized, and evidence of the authority of any person signing as attorney-in-fact must be attached. DATE OF BOND MUST NOT BE BEFORE DATE OF CONTRACT. Surety companies executing Bonds must appear on the Treasury Department’s most current list (Circular 570 as amended) and be authorized to transact business in the State where the project is located. EXHIBIT B PAYMENT BOND Bond No. __________ PAYMENT BOND (LABOR AND MATERIALS) KNOW ALL PERSONS BY THESE PRESENTS that: WHEREAS the City of Seal Beach (“City”), State of California, has awarded to (“Principal”) (Name and address of Contractor) a contract (the “Contract”) for the Work described as follows: FY19/20 ARTERIAL STREET RESURFACING PROGRAM – BOLSA AVENUE (Project name) WHEREAS, under the terms of the Contract, the Principal is required before entering upon the performance of the Work, to file a good and sufficient payment Bond with the City to secure the claims to which reference is made in Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code. NOW, THEREFORE, we, the undersigned Principal, and (Name and address of Surety) (“Surety”) a duly admitted surety insurer under the laws of the State of California, as Surety, are held and firmly bound unto the City and all contractors, subcontractors, laborers, material suppliers, and other persons employed in the performance of the Contract and referred to in Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code in the penal sum of Dollars ($ ), for materials furnished or labor thereon of any kind, or for amounts due under the Unemployment Insurance Act with respect to this Work or labor, that the Surety will pay the same in an amount not exceeding the amount hereinabove set forth, and also in case suit is brought upon this Bond, will pay, in addition to the face amount thereof, costs and reasonable expenses and fees, including reasonable attorneys’ fees, incurred by City in successfully enforcing this obligation, to be awarded and fixed by the court, and to be taxed as costs and to be included in the judgment therein rendered. It is hereby expressly stipulated and agreed that this Bond shall inure to the benefit of any and all persons, companies, and corporations entitled to file claims under Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code, so as to give a right of action to them or their assigns in any suit brought upon this Bond. Upon expiration of the time within which the California Labor Commissioner may serve a civil wage and penalty assessment against the principal, any of its subcontractors, or both the principal and its subcontractors pursuant to Labor Code Section 1741, and upon expiration of the time within which a joint labor management committee may commence an action against the principal, any of its subcontractors, or both the principal and its subcontractors pursuant to Labor Code Section 1771.2, if the condition of this Bond be fully performed, then this obligation shall become null and void; otherwise, it shall be and remain in full force and effect. The Surety hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the Contract or the Specifications accompanying the same shall in any manner affect its obligations on this Bond, and it does hereby waive notice of any such change, extension, alteration, or addition. IN WITNESS WHEREOF, two (2) identical counterparts of this instrument, each of which shall for all purposes be deemed an original hereof, have been duly executed by Principal and Surety, on the date set forth below, the name of each corporate party being hereto affixed and these presents duly signed by its undersigned representative(s) pursuant to authority of its governing body. Dated: “Principal” By: Its By: Its (Seal) “Surety” By: Its By: Its (Seal) Note: This Bond must be executed in duplicate and dated, all signatures must be notarized, and evidence of the authority of any person signing as attorney-in-fact must be attached. DATE OF BOND MUST NOT BE BEFORE DATE OF CONTRACT. Surety companies executing Bonds must appear on the Treasury Department’s most current list (Circular 570 as amended) and be authorized to transact business in the State where the project is located. EXHIBIT C WORKER’S COMPENSATION INSURANCE CERTIFICATE WORKERS’ COMPENSATION CERTIFICATE OF INSURANCE WHEREAS, the City of Seal Beach (“City”) has required certain insurance to be provided by: NOW THEREFORE, the undersigned insurance company does hereby certify that it has issued the policy or policies described below to the following named insureds and that the same are in force at this time: 1. This certificate is issued to: City of Seal Beach City Hall 211 8th Street Seal Beach, California 90740 The insureds under such policy or policies are: 2. Workers’ Compensation Policy or Policies in a form approved by the Insurance Commissioner of California covering all operations of the named insureds as follows: Policy Number Effective Date Expiration Date By: Its Authorized Representative EXHIBIT D-1 ADDITIONAL INSURED ENDORSEMENT COMMERCIAL GENERAL LIABILITY [INSERT INSURANCE CERTIFICATE SHOWING COMMERCIAL GENERAL LIABILITY] ADDITIONAL INSURED ENDORSEMENT COMPREHENSIVE GENERAL LIABILITY Name and address of named insured (“Named Insured”): Name and address of insurance company (“Company”): General description of agreement(s), permit(s), license(s), and/or activity(ies) insured: Notwithstanding any inconsistent statement in the policy to which this endorsement is attached (the “Policy”) or in any endorsement now or hereafter attached thereto, it is agreed as follows: 1. The City of Seal Beach (“City”), its elected officials, officers, attorneys, agents, employees, and volunteers are additional insureds (the above named additional insureds are hereafter referred to as the “Additional Insureds”) under the Policy in relation to those activities described generally above with regard to operations performed by or on behalf of the Named Insured. The Additional Insureds have no liability for the payment of any premiums or assessments under the Policy. 2. The insurance coverages afforded the Additional Insureds under the Policy shall be primary insurance, and no other insurance maintained by the Additional Insureds shall be called upon to contribute with the insurance coverages provided by the Policy. 3. Each insurance coverage under the Policy shall apply separately to each Additional Insured against whom claim is made or suit is brought except with respect to the limits of the Company’s liability. 4. Nothing in this contract of insurance shall be construed to preclude coverage of a claim by one insured under the policy against another insured under the policy. All such claims shall be covered as third-party claims, i.e., in the same manner as if separate policies had been issued to each insured. Nothing contained in this provision shall operate to increase or replicate the Company’s limits of liability as provided under the policy. 5. The insurance afforded by the Policy for contractual liability insurance (subject to the terms, conditions and exclusions applicable to such insurance) includes liability assumed by the Named Insured under the indemnification and/or hold harmless provision(s) contained in or executed in conjunction with the written agreement(s) or permit(s) designated above, between the Named Insured and the Additional Insureds. 6. The policy to which this endorsement is attached shall not be subject to cancellation, change in coverage, reduction of limits (except as the result of the payment of claims), or non-renewal except after written notice to City, by certified mail, return receipt requested, not less than thirty (30) Days before the effective date thereof. In the event of Company’s failure to comply with this notice provision, the policy as initially drafted will continue in full force and effect until compliance with this notice requirement. 7. Company hereby waives all rights of subrogation and contribution against the Additional Insureds, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to the perils insured against in relation to those activities described generally above with regard to operations performed by or on behalf of the Named Insured regardless of any prior, concurrent, or subsequent active or passive negligence by the Additional Insureds. 8. It is hereby agreed that the laws of the State of California shall apply to and govern the validity, construction, interpretation, and enforcement of this contract of insurance. 9. This endorsement and all notices given hereunder shall be sent to City at: City Manager City of Seal Beach City Hall 211 8th Street Seal Beach, CA 90740 10. Except as stated above and not in conflict with this endorsement, nothing contained herein shall be held to waive, alter or extend any of the limits, agreements, or exclusions of the policy to which this endorsement is attached. TYPE OF COVERAGES TO WHICH THIS ENDORSEMENT ATTACHES POLICY PERIOD FROM/TO LIMITS OF LIABILITY 11. Scheduled items or locations are to be identified on an attached sheet. The following inclusions relate to the above coverages. Includes: □ Contractual Liability □ Explosion Hazard □ Owners/Landlords/Tenants □ Collapse Hazard □ Manufacturers/Contractors □ Underground Property Damage □ Products/Completed Operations □ Pollution Liability □ Broad Form Property Damage □ Liquor Liability □ Extended Bodily Injury □ □ Broad Form Comprehensive □ □ General Liability Endorsement □ 12. A □ deductible or □ self-insured retention (check one) of $ applies to all coverage(s) except: if none, so state). The deductible is applicable □ per claim or □ per occurrence (check one). 13. This is an □ occurrence or □ claims made policy (check one). 14. This endorsement is effective on at 12:01 a.m. and forms a part of Policy Number . I, (print name), hereby declare under penalty of perjury under the laws of the State of California, that I have the authority to bind the Company to this endorsement and that by my execution hereof, I do so bind the Company. Executed , 20___ Signature of Authorized Representative (Original signature only; no facsimile signature Telephone No.: ( ) or initialed signature accepted) EXHIBIT D-2 ADDITIONAL INSURED ENDORSEMENT AUTOMOBILE LIABILITY [INSERT INSURANCE CERTIFICATE SHOWING AUTOMOBILE LIABILITY] ADDITIONAL INSURED ENDORSEMENT AUTOMOBILE LIABILITY Name and address of named insured (“Named Insured”): Name and address of insurance company (“Company”): General description of agreement(s), permit(s), license(s), and/or activity(ies) insured: Notwithstanding any inconsistent statement in the policy to which this endorsement is attached (the “Policy”) or in any endorsement now or hereafter attached thereto, it is agreed as follows: 1. The City of Seal Beach (“City”), its elected officials, officers, attorneys, agents, employees, and volunteers are additional insureds (the above named additional insureds are hereafter referred to as the “Additional Insureds”) under the Policy in relation to those activities described generally above with regard to operations performed by or on behalf of the Named Insured. The Additional Insureds have no liability for the payment of any premiums or assessments under the Policy. 2. The insurance coverages afforded the Additional Insureds under the Policy shall be primary insurance, and no other insurance maintained by the Additional Insureds shall be called upon to contribute with the insurance coverages provided by the Policy. 3. Each insurance coverage under the Policy shall apply separately to each Additional Insured against whom claim is made or suit is brought except with respect to the limits of the Company’s liability. 4. Nothing in this contract of insurance shall be construed to preclude coverage of a claim by one insured under the policy against another insured under the policy. All such claims shall be covered as third-party claims, i.e., in the same manner as if separate policies had been issued to each insured. Nothing contained in this provision shall operate to increase or replicate the Company’s limits of liability as provided under the policy. 5. The insurance afforded by the Policy for contractual liability insurance (subject to the terms, conditions and exclusions applicable to such insurance) includes liability assumed by the Named Insured under the indemnification and/or hold harmless provision(s) contained or executed in conjunction with the written agreement(s) or permit(s) designated above, between the Named Insured and the Additional Insureds. 6. The policy to which this endorsement is attached shall not be subject to cancellation, change in coverage, reduction of limits (except as the result of the payment of claims), or non-renewal except after written notice to City, by certified mail, return receipt requested, not less than thirty (30) Days before the effective date thereto. In the event of Company’s failure to comply with this notice provision, the policy as initially drafted will continue in full force and effect until compliance with this notice requirement. 7. Company hereby waives all rights of subrogation and contribution against the Additional Insureds, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to the perils insured against in relation to those activities described generally above with regard to operations performed by or on behalf of the Named Insured regardless of any prior, concurrent, or subsequent active or passive negligence by the Additional Insureds. 8. It is hereby agreed that the laws of the State of California shall apply to and govern the validity, construction, interpretation, and enforcement of this contract of insurance. 9. This endorsement and all notices given hereunder shall be sent to City at: City Manager City of Seal Beach City Hall 211 8th Street Seal Beach, CA 90740 10. Except as stated above and not in conflict with this endorsement, nothing contained herein shall be held to waive, alter or extend any of the limits, agreements, or exclusions of the policy to which this endorsement is attached. TYPE OF COVERAGES TO WHICH THIS ENDORSEMENT ATTACHES POLICY PERIOD FROM/TO LIMITS OF LIABILITY 11. Scheduled items or locations are to be identified on an attached sheet. The following inclusions relate to the above coverages. Includes: □ Any Automobiles □ Truckers Coverage □ All Owned Automobiles □ Motor Carrier Act □ Non-owned Automobiles □ Bus Regulatory Reform Act □ Hired Automobiles □ Public Livery Coverage □ Scheduled Automobiles □ □ Garage Coverage □ 12. A □ deductible or □ self-insured retention (check one) of $ applies to all coverage(s) except: (if none, so state). The deductible is applicable □ per claim or □ per occurrence (check one). 13. This is an □ occurrence or □ claims made policy (check one). 14. This endorsement is effective on ______________ at 12:01 a.m. and forms a part of Policy Number _________. I, (print name), hereby declare under penalty of perjury under the laws of the State of California, that I have the authority to bind the Company to this endorsement and that by my execution hereof, I do so bind the Company. Executed , 20___ Signature of Authorized Representative (Original signature only; no facsimile signature Telephone No.: ( ) or initialed signature accepted) EXHIBIT E ACKNOWLEDGMENT OF PENAL AND CIVIL PENALTIES CONCERNING CONTRACTOR LICENSING LAWS STATEMENT ACKNOWLEDGING PENAL AND CIVIL PENALTIES CONCERNING THE CONTRACTORS' LICENSING LAWS [Business & Professions Code § 7028.15] [Public Contract Code § 20103.5] I, the undersigned, certify that I am aware of the following provisions of California law and that I, or the entity on whose behalf this certification is given, hold a currently valid California contractor's license as set forth below (required at time of award): Business & Professions Code § 7028.15: (a) It is a misdemeanor for any person to submit a bid to a public agency in order to engage in the business or act in the capacity of a contractor within this state without having a license therefore, except in any of the following cases: (1) The person is particularly exempted from this chapter. (2) The bid is submitted on a state project governed by Section 10164 of the Public Contract Code or on any local agency project governed by Section 20104 [now § 20103.5] of the Public Contract Code. (b) If a person has been previously convicted of the offense described in this section, the court shall impose a fine of 20 percent of the price of the contract under which the unlicensed person performed contracting work, or four thousand five hundred dollars ($4,500), whichever is greater, or imprisonment in the county jail for not less than 10 days nor more than six months, or both. In the event the person performing the contracting work has agreed to furnish materials and labor on an hourly basis, “the price of the contract” for the purposes of this subdivision means the aggregate sum of the cost of materials and labor furnished and the cost of completing the work to be performed. (c) This section shall not apply to a joint venture license, as required by Section 7029.1. However, at the time of making a bid as a joint venture, each person submitting the bid shall be subject to this section with respect to his or her individual licensure. (d) This section shall not affect the right or ability of a licensed architect, land surveyor, or registered professional engineer to form joint ventures with licensed contractors to render services within the scope of their respective practices. (e) Unless one of the foregoing exceptions applies, a bid submitted to a public agency by a contractor who is not licensed in accordance with this chapter shall be considered non-responsive and shall be rejected by the public agency. Unless one of the foregoing exceptions applies, a local public agency shall, before awarding a contract or issuing a purchase order, verify that the contractor was properly licensed when the contractor submitted the bid. Notwithstanding any other provision of law, unless one of the foregoing exceptions applies, the registrar may issue a citation to any public officer or employee of a public entity who knowingly awards a contract or issues a purchase order to a contractor who is not licensed pursuant to this chapter. The amount of civil penalties, appeal, and finality of such citations shall be subject to Sections 7028.7 to 7028.13, inclusive. Any contract awarded to, or any purchase order issued to, a contractor who is not licensed pursuant to this chapter is void. (f) Any compliance or noncompliance with subdivision (e) of this section, as added by Chapter 863 of the Statutes of 1989, shall not invalidate any contract or bid awarded by a public agency during which time that subdivision was in effect. (g) A public employee or officer shall not be subject to a citation pursuant to this section if the public employee, officer, or employing agency made an inquiry to the board for the purposes of verifying the license status of any person or contractor and the board failed to respond to the inquiry within three business days. For purposes of this section, a telephone response by the board shall be deemed sufficient. Public Contract Code § 20103.5: In all contracts subject to this part where federal funds are involved, no bid submitted shall be invalidated by the failure of the bidder to be licensed in accordance with the laws of this state. However, at the time the contract is awarded, the contractor shall be properly licensed in accordance with the laws of this state. The first payment for work or material under any contract shall not be made unless and until the Registrar of Contractors verifies to the agency that the records of the Contractors' State License Board indicate that the contractor was properly licensed at the time the contract was awarded. Any bidder or contractor not so licensed shall be subject to all legal penalties imposed by law, including, but not limited to, any appropriate disciplinary action by the Contractors' State License Board. The agency shall include a statement to that effect in the standard form of pre-qualification questionnaire and financial statement. Failure of the Bidder to obtain proper and adequate licensing for an award of a contract shall constitute a failure to execute the Contract and shall result in the forfeiture of the security of the Bidder. License No.:________________ Class:___________________ Expiration Date:_________________ Date:__________________ EXHIBIT F LABOR LAW REQUIREMENTS AGREEMENT TO COMPLY WITH CALIFORNIA LABOR LAW REQUIREMENTS [Labor Code §§ 1720, 1773.8, 1775, 1776, 1777.5, 1813, 1860, 1861, 3700] The undersigned Contractor certifies that it is aware of and hereby agrees to fully comply with the Following provisions of California law: 1. Contractor acknowledges that this Contract is subject to the provisions of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code relating to public works and the awarding public agency (“Agency”) and agrees to be bound by all the provisions thereof as though set forth in full herein. 2. Contractor agrees to comply with the provisions of California Labor Code Section 1773.8 which requires the payment of travel and subsistence payments to each worker needed to execute the Work to the extent required by law. 3. Contractor agrees to comply with the provisions of California 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. The Contractor shall, as a penalty to the Agency, forfeit not more than fifty dollars ($50) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the Director of Industrial Relations for the work or craft in which the worker is employed for any public work done under the Contract by Contractor or by any subcontractor. 4. Contractor agrees to comply with the provisions of California Labor Code Section 1776 which require Contractor and each subcontractor to (1) keep accurate payroll records, (2) certify and make such payroll records available for inspection as provided by Section 1776, and (3) inform the Agency of the location of the records. The Contractor is responsible for compliance with Section 1776 by itself and all of its subcontractors. 5. Contractor agrees to comply with the provisions of California Labor Code Section 1777.5 concerning the employment of apprentices on public works projects, and further agrees that Contractor is responsible for compliance with Section 1777.5 by itself and all of its subcontractors. 6. Contractor agrees to comply with the provisions of California Labor Code Section 1813 concerning penalties for workers who work excess hours. The Contractor shall, as a penalty to the Agency, forfeit twenty-five dollars ($25) for each worker employed in the execution of the Contract by the Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more than 8 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 California Labor Code. 7. California Labor Code Sections 1860 and 3700 provide that every contractor 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 worker's 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.” Date ___________________ Signature _______________________________________ EXHIBIT G INDEMNIFICATION AND HOLD HARMLESS AGREEMENT INDEMNIFICATION AND HOLD HARMLESS AGREEMENT AND WAIVER OF SUBROGATION AND CONTRIBUTION OFFICIAL TITLE OF PROJECT: FY19/20 Arterial Street Resurfacing Program – Bolsa Avenue – ST2003 Indemnitor(s) (list all names): ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ To the fullest extent permitted by law, Indemnitor hereby agrees, at its sole cost and expense, to defend, protect, indemnify, and hold harmless the City of Seal Beach and its elected officials, officers, attorneys, agents, employees, volunteers, successors, and assigns (collectively “Indemnitees”) from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, expenses, judgments, penalties, liens, and losses of any nature whatsoever, including fees of accountants, attorneys, or other professionals and all costs associated therewith (collectively “Liabilities”), arising or claimed to arise, directly or indirectly, out of, in connection with, resulting from, or related to any act, failure to act, error, or omission of Indemnitor or any of its officers, agents, servants, employees, subcontractors, materialmen, suppliers or their officers, agents, servants or employees, arising or claimed to arise, directly or indirectly, out of, in connection with, resulting from, or related to the above-referenced contract, agreement, license, or permit (the “Contract”) or the performance or failure to perform any term, provision, covenant, or condition of the Contract, including this indemnity provision. This indemnity provision is effective regardless of any prior, concurrent, or subsequent active or passive negligence by Indemnitees and shall operate to fully indemnify Indemnitees against any such negligence. This indemnity provision shall survive the termination of the Contract and is in addition to any other rights or remedies which 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 an Indemnitee shall be conclusive in favor of the Indemnitee's right to recover under this indemnity provision. Indemnitor shall pay Indemnitees for any attorneys fees and costs incurred in enforcing this indemnification provision. Notwithstanding the foregoing, nothing in this instrument shall be construed to encompass (a) Indemnitees' sole negligence or willful misconduct to the limited extent that the underlying Contract is subject to Civil Code § 2782(a) or (b) the contracting public agency's active negligence to the limited extent that the underlying Contract is subject to Civil Code § 2782(b). This indemnity is effective without reference to the existence or applicability of any insurance coverage which may have been required under the Contract or any additional insured endorsements which may extend to Indemnitees. Indemnitor, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution 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 regardless of any prior, concurrent, or subsequent active or passive negligence by the Indemnitees. In the event there is more than one person or entity named in the Contract as an Indemnitor, then all obligations, liabilities, covenants and conditions under this instrument shall be joint and several. “Indemnitor” Name________________________________ Name: ____________________________ By: _________________________________ By: ________________________________ Its Its Agenda Item J AGENDA STAFF REPORT DATE:October 26, 2020 TO:Honorable Mayor and City Council THRU:Jill R. Ingram, City Manager FROM:Steve Myrter, P.E., Director of Public Works SUBJECT:Award to and Authorize Execution of a Public Works Agreement with All American Asphalt for FY 2020-2021 Annual Slurry Seal Program, CIP ST2101 ________________________________________________________________ SUMMARY OF REQUEST: That the City Council adopt Resolution 7083: 1. Approving plans, specifications, and contract documents for the FY 2020- 2021 Annual Slurry Seal Program, CIP ST2101; and, 2. Approving and awarding a public works agreement to All American Asphalt, in the amount of $205,670.45, and waive minor bid irregularities and reject all other bids; and, 3. Authorizing the City Manager to execute the public works agreement for the FY 2020-2021 Annual Slurry Seal Program to All American Asphalt; and, 4. Authorizing the City Manager to approve additional work requests up to $18,000 and inspection services up to $9,000 in connection with the Project, in the cumulative not-to-exceed amount of $27,000. BACKGROUND AND ANALYSIS: The City’s annual slurry seal program was budgeted in the FY 2020-2021 Capital Improvement Program to improve roadway conditions within the City. The work will primarily consist of applying a slurry seal coating on the existing asphalt roadway to extend its serviceable life. Pursuant to the 2020 Pavement Management Program, the following streets were selected: 1. 3rd Street – Ocean Avenue to Central Avenue 2. 8th Street – Ocean Avenue to Electric Avenue 3. 10th Street – Ocean Avenue to Electric Avenue 4. 13th Street – Boardwalk to Electric Avenue Page 2 8 6 2 5. 14th Street – Boardwalk to Electric Avenue 6. Fathom Avenue – Silver Shoals Avenue to Balboa Drive 7. Catalina Ave – Cul-de-sac to Sea Breeze Drive 8. Bayou Way – Bayside Drive to Harbor Way 9. Neptune Ave – Boardwalk to Ocean Avenue On October 14, 2020, the City Clerk’s office received two (2) bids with the following results: Rank Contractor Total Base Bid Low All American Asphalt $ 205,670.45 2 Pavement Coatings Co.$ 212,595.00 Based upon the references, qualifications, work experience, and cost, staff recommends deeming All American Asphalt as the lowest responsive bidder at $205,670.45, and awarding the FY 2020-2021 Annual Slurry Seal Program construction contract to All American Asphalt. The project plans are available in the City Engineer’s office. Staff further recommends authorizing the City Manager to approve additional work requests up to $18,000 and inspection services up to $9,000, in the cumulative not-to-exceed amount of $27,000. Construction is estimated to start in November 2020, and is estimated to be completed within 25 working days following the Notice to Proceed. ENVIRONMENTAL IMPACT: This project complies with all requirements of the California Environmental Quality Act (CEQA) and is categorically exempt under section 15301 (c) of the CEQA Guidelines. LEGAL ANALYSIS: The City Attorney has reviewed the agreement and approved the resolution as to form. FINANCIAL IMPACT: The FY 2020-2021 Capital Improvement Program budget allocated $250,000 in Measure M2 funds towards the FY 2020-2021 Annual Slurry Seal Program, CIP ST2101. The table below presents the estimated breakdown of the Project’s construction cost: Page 3 8 6 2 Description Amount Construction $ 205,670.45 Contingency 18,000.00 Inspection/Testing 9,000.00 Total $ 232,670.45 Any unspent funds will be returned back to the original funding source. STRATEGIC PLAN: This item is not applicable to the Strategic Plan. MEASURE BB: This item is not applicable to Measure BB, the Seal Beach Neighborhood and Essential Services Protection Measure. RECOMMENDATION: That the City Council adopt Resolution 7083: 1. Approving plans, specifications, and contract documents for the FY 2020- 2021 Annual Slurry Seal Program, CIP ST2101; and, 2. Approving and awarding a public works agreement to All American Asphalt, in the amount of $205,670.45, and waive minor bid irregularities and reject all other bids; and, 3. Authorizing the City Manager to execute the public works agreement for the FY 2020-2021 Annual Slurry Seal Program to All American Asphalt; and, 4. Authorizing the City Manager to approve additional work requests up to $18,000 and inspection services up to $9,000 in connection with the Project, in the cumulative not-to-exceed amount of $27,000. SUBMITTED BY: NOTED AND APPROVED: Steve Myrter Jill R. Ingram Steve Myrter, P.E., Director of Public Works Jill R. Ingram, City Manager Prepared by: Denice Bailey, Assistant Engineer Page 4 8 6 2 ATTACHMENTS: A. Resolution 7083 B. Agreement with All American Asphalt RESOLUTION 7083 A RESOLUTION OF THE SEAL BEACH CITY COUNCIL AWARDING AND AUTHORIZING THE CITY MANAGER TO EXECUTE A PUBLIC WORKS AGREEMENT WITH ALL AMERICAN ASPHALT FOR FY 2020-2021 ANNUAL SLURRY SEAL PROGRAM, CIP ST2101 WHEREAS, On September 23, 2020, the City issued a solicitation for bids for the FY 2020-2021 Annual Slurry Seal Program, CIP ST2101 (the “Project”); and, WHEREAS, On October 14, 2020, the City Clerk’s office received two bids in response to the solicitation for bids, and All American Asphalt submitted the lowest responsible bid in the amount of $205,670.45; and, WHEREAS, All American Asphalt is a qualified firm to perform the Project. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SEAL BEACH DOES HEREBY RESOLVE: SECTION 1. The City Council hereby approves the plans and specifications for the Project. SECTION 2. Based on the recitals set forth above, the City Council hereby awards a public works agreement to All American Asphalt for the Project in the not-to-exceed amount of $205,670.45, waives minor bid irregularities, and rejects all other bids. SECTION 3. The City Council hereby authorizes and directs the City Manager to execute the public works agreement on behalf of the City. SECTION 4. The City Council hereby authorizes the City Manager to approve payments for additional work requests in connection with the Project in the cumulative not-to-exceed amount of $18,000. SECTION 5. The City Council hereby authorizes the City Manager to approve payments for inspection and testing in connection with the Project in the cumulative not-to-exceed amount of $9,000. PASSED, APPROVED AND ADOPTED by the Seal Beach City Council at a regular meeting held on the 26th day of October 2020 by the following vote: 5 4 9 8 AYES: Council Members NOES: Council Members ABSENT: Council Members ABSTAIN: Council Members Schelly Sustarsic, Mayor ATTEST: Gloria D. Harper, City Clerk STATE OF CALIFORNIA } COUNTY OF ORANGE } SS CITY OF SEAL BEACH } I, Gloria D. Harper, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution 7083 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 26th day of October 2020. Gloria D. Harper, City Clerk PUBLIC WORKS AGREEMENT FY20-21 ANNUAL SLURRY SEAL PROGRAM PROJECT CIP NO. ST2101 between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 & All American Asphalt 400 E. Sixth Street Corona, CA 92879 (951) 736-7600 (951) 736-4676 - FAX THIS CONTRACT (“Contract”) is made as of October 26, 2020, by and between the City of Seal Beach, a California charter city (“City”), and All American Asphalt, a California corporation, (“Contractor”). RECITALS A. WHEREAS, the City Council has approved the plans and specifications for the FY20-21 Annual Slurry Seal Program, Project CIP No. ST2101 (“Project”) with respect to design criteria; and B. WHEREAS, Contractor has submitted a Bid to City for the Project dated October 14, 2020 in the amount of $205,670.45 (“Bid” hereinafter). The Bid is attached hereto and contains, among other things, provisions defining the Project scope. NOW, THEREFORE, in consideration of performance by the parties of the mutual promises, covenants, and conditions herein contained, the parties hereto agree as follows: CONTRACT 1. Contractor’s Services. 1.1 Scope and Level of Services. For and in consideration of the mutual promises set forth herein, and subject to the terms and conditions set forth in this Contract, Contractor shall perform and complete in good and workmanlike manner all work (“Work”) required by this Contract and the documents listed in Subsection 1.2 for the Project. 1.2 Contract Documents. The “Contract Documents” that comprise the agreement between the City and the Contractor are the: Notice Inviting Sealed Bids, Instructions to Bidders, Accepted Bid Proposal Form, Non-Collusion Declaration, Bid Schedule(s), List of Subcontractors, Contractor’s Industrial Safety Record, Contractor’s Qualification Statement, Bid Security Forms for Check or Bond, Specifications, General and Special Provisions and documents referenced therein, all addenda as prepared prior to the date of Bid opening setting forth any modifications or interpretations of any of said documents, this Contract, Exhibits attached to this Contract, including but not limited to the Performance Bond (Exhibit A), Payment Bond (Exhibit B), Workers’ Compensation Insurance Certificate (Exhibit C), Insurance Endorsements (Exhibit D), Acknowledgment of Penal and Civil Penalties Concerning Contractor Licensing Laws (Exhibit E), Labor Law Requirements (Exhibit F), Indemnification and Hold Harmless Contract (Exhibit G), Accepted Bid Proposal Form (Exhibit H), and any and all supplemental agreements executed amending or extending the Work contemplated and that may be required to complete the Work in a substantial and acceptable manner. These Contract Documents are hereby incorporated into this Contract. 1.3 The Work shall be performed in accordance with the Plans, Specifications and other Contract Documents. Contractor shall furnish at its own expense all labor, materials, equipment and services necessary therefor, except such labor, materials, equipment and services as are specified in the Contract Document s to be furnished by City. 1.4 In the event of any material discrepancy between the express provisions of this Contract and the provisions of the other Contract Documents, the provisions of this Contract shall prevail. 2. Effective Date. This Contract is effective as of October 26, 2020 (the “Effective Date”), and shall remain in full force and effect until Contractor has rendered the services required by this Contract. 3. Payment. For performing and completing the Work in accordance with the Contract Documents, City shall pay Contractor, in full compensation therefor, the amount of $205,670.45, subject to any additions and deletions pursuant to the terms of the Contract Documents. Said sum shall constitute payment in full for all W ork performed hereunder, including, without limitation, all labor, materials, equipment, tools and services used or incorporated in the Work, supervision, administration, overhead, expenses and any and all other things required, furnished or incurred for completion of the Work as specified in the Contract Documents. City shall make payments to Contractor on account of the Contract sum at the time, in the manner, and upon the conditions specified in the Contract Documents. 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. 4. Contractor’s Personnel. 4.1 All Work shall be performed by Contractor or under Contractor’s direct supervision, and all personnel shall possess the qualifications, permits, and licenses required by state and local law and by the Notice Inviting Bids/Instructions to Bidders to perform such Services, including, without limitation, a City of Seal Beach business license as required by the Seal Beach Municipal Code. 4.2 Contractor shall be responsible for payment of all employees’ wages and benefits, and shall comply with all requirements pertaining to employer’s liability, workers’ compensation, unemployment insurance, and Social Security. Contractor shall fully comply with the workers’ compensation law regarding Contractor and Contractor’s employees. 4.3 Contractor shall indemnify and hold harmless City and its electe d officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liabilities, damages, claims, costs and expenses of any nature to the extent arising from Contr actor’s alleged violations of personnel practices. 4.4 Contractor is, and shall at all times remain as to City, a wholly independent contractor. Contractor shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise ac t as an agent of City. Neither City nor any of its agents shall have control over the conduct of Contractor or any of Contractor’s employees, except as set forth in this Contract. Contractor shall not, at any time, or in any manner, represent that it or any of its officers, agents, or employees are in any manner employees of City. Contractor shall pay all required taxes on amounts paid to Contractor under this Contract, and indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the Work performed pursuant to this Contract. 4.5 City shall have the right to offset against the amount of any fees due to Contractor under this Contract 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 4. 5. Indemnification. 5.1 Contractor’s Duty. Contractor shall defend, indemnify, and hold the City, its elected officials, officers, employees, volunteers, agents, and those City agents serving as independent contractors in the role of City officials (collectively “Indemnitees”) free and harmless from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, bid protests, stop notices, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney’s fees, disbursements and court costs) of every kind and nature whatsoever (individually, a “Claim,” collectively, “Claims”), in any manner arising out of or incident to the performance of the Contract, including without limitation, the payment of all consequential damages and attorneys’ fees and other related costs and expenses. 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 other Indemnitees in any such suit, action, or other legal proceeding arising out of or incident to the performance of the Contract. Contractor shall reimburse the 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. 5.2 Bid Protests. In addition to its obligations pursuant to Section 5.1, 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. 5.3 Civil Code Exception. Nothing in this Section 5 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 underlying Contract Documents are 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 cour t of competent jurisdiction. 5.4 Nonwaiver of Rights. Indemnitees do not, and shall not, waive any rights that they may possess against Contractor because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Contract. 5.5 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. 5.6 Survival. The provisions of this Section 5 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. 6. Insurance. 6.1 Liability Insurance. Contractor shall procure and maintain in full force and effect for the duration of this Contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the services hereunder by Contractor, and its agents, representatives, employees and subcontractors. The policy limits set forth below do not act as a limitation upon the amount of indemnification to be provided by Contractor. Contractor shall complete and execute the following documents attached as Exhibits hereto and incorporated herein by this reference: 6.1.1 Exhibit D-1: Additional Insured Endorsement - Commercial General Liability. 6.1.2 Exhibit D-2: Additional Insured Endorsement - Automobile Liability. 6.2 Minimum Scope of Insurance. Unless otherwise approved by City, coverage shall be at least as broad as: 6.2.1 Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). 6.2.2 Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto). 6.2.3 Insurance Services Office form number CG 20 10 11 85 (Ed. 11/85) covering Additional Insured—Owners, Lessees or Contactors (Form B). 6.2.4 Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. 6.3 Minimum Limits of Insurance. Contractor shall maintain limits no less than: 6.3.1 General Liability: $2,000,000 per occurrence and in the aggregate for bodily injury, personal injury and property damage. Commercial General Liability Insurance or other form with a general aggregate limit shall apply separately to this Contract or the general limit shall be twice the required occurrence limit. 6.3.2 Automobile Liability: $2,000,000 per occurrence for bodily injury and property damage. 6.3.3 Employer’s Liability: $1,000,000 per occurrence and in the aggregate for bodily injury or disease ; and Workers’ Compensation Insurance in the amount required by law. 6.4 Deductibles and Self-Insured Retentions. Contractor shall inform City of any deductibles or self-insured retentions except with respect to any professional liability insurance. 6.5 Other Insurance Provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following p rovisions: 6.5.1 City, its officers, officials, employees, designated volunteers and agents serving as independent contractors in the role of City officials, are to be covered as additional insureds as respects: liability arising out of activities performed by or on behalf of Contractor; products and completed operations of Contractor; premises owned, occupied or used by Contractor; or automobiles owned, leased, hired or borrowed by Contractor. The coverage shall contain no limitations on the scope of protection afforded to City, its officers, officials, employees, designated volunteers or agents serving as independent contractors in the role of City officials which are not also limitations applicable to the named insured. 6.5.2 For any claims related to this Contract, Contractor’s insurance coverage shall be primary insurance as respects City, its officers, officials, employees, designated volunteers and agents serving as independent contractors in the role of City officials. Any insurance or self-insurance maintained by City, their officers, officials, employees, designated volunteers or agents serving as independent contractors in the role of City officials shall be excess of Contractor’s insurance and shall not contribute with it. 6.5.3 Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability. 6.5.4 Each insurance policy required by this Section 6 shall be endorsed to state that coverage shall not be canceled or materially modified except after 30 days prior written notice by first class mail has been given to City. 6.5.5 Each insurance policy, except for any professional liability policy, required by this Section 6 shall expressly waive the insurer’s right of subrogation against City and its elected officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of City or agency officials. 6.6 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VIIl unless waived in writing by City’s Risk Manager. 6.7 Verification of Coverage. All insurance coverages shall be confirmed by execution of endorsements on forms approved by the City. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by City before services commence. As an alternative to City forms, Contractor’s insurer may provide complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications. 7. Liquidated Damages. Should the Contractor fail to complete the Project, or any part thereof, in the time agreed upon in the Contract, the Contractor shall reimburse the City for the additional expense and damage for each calendar day that the Contract remains uncompleted after the Contract completion date. It is agreed that the amount of such additional expense and damage incurred by reason of failure to complete the Contract is the per diem rate of $500.00 per calendar day. Such amount is hereby agreed upon as liquidated damages for the lo ss to the City resulting from the failure of the Contractor to complete the Project within the allotted time and to the value of the operation of the works dependent thereon. It is expressly understood and agreed that this amount is a reasonable amount and is established in lieu of damages that are incapable of calculation at the inception hereof; and this amount is not to be considered in the nature of a penalty. The City shall have the right to deduct such damages from any amount due, or that may become due to the Contractor, or the amount of such damages shall be due and collectible from the Contractor or the Contractor’s Surety. Progress payments made after the scheduled completion date shall not constitute a waiver of liquidated damages. 8. Suspension. City may, in writing, order Contractor to suspend all or any part of the Contractor’s Services for the convenience of City or for work stoppages beyond the control of City or Contractor. A suspension of the Services does not void this Contract. 9. Notices. Any notices, bills, invoices, or reports authorized or required by this Contract shall be in writing and shall be deemed received on (a) the day of delivery if delivered by hand or overnight courier service during Contractor’s and City’s regul ar business hours or by facsimile before or during Contractor’s regular business hours; or (b) on the third business day following deposit in the United States mail, postage prepaid, to the addresses heretofore set forth in the Contract, or to such other addresses as the parties may, from time to time, designate in writing pursuant to the provisions of this Section. All notices shall be addressed as follows: If to City: City Clerk City of Seal Beach 211-8th Street Seal Beach, California 90740 Telephone: (562) 431-2527 Fax: (562) 493-9857 With a copy to: Public Works Director City of Seal Beach 211-8th Street Seal Beach, California 90740 If to Contractor: All American Asphalt 400 E. Sixth Street Corona, CA 92879 Telephone: (951) 736-7600 Fax: (951) 736-4676 Attn: Mark Luer, President 10. Non-Assignability; Subcontracting. Contractor shall not assign, transfer, or subcontract any interest in this Contract or the performance of any of Contractor’s obligations hereunder. Any attempt by Contractor to so assign, transfer, or subcontract any rights, duties, or obligations arising hereunder shall be null, void and of no effect. 11. Compliance with Laws. Contractor shall comply with all applicable federal, state and local laws, ordinances, codes and regulations in force at the time Contractor performs the Services. 12. Non-Waiver of Terms, Rights and Remedies. Waiver by either party of any one or more of the conditions of performance under this Contract shall not be a waiver of any other condition of performance under this Contract. In no event shall the making by City of any payment to Contractor constitute or be construed as a waiver by City of any breach of covenant, or any default which may then exist on the par t of Contractor, and the making of any such payment by City shall in no way impair or prejudice any right or remedy available to City with regard to such breach or default. 13. Attorneys’ Fees. In the event that either party to this Contract shall commence any legal action or proceeding to enforce or interpret the provisions of this Contract, each party shall be responsible for their own attorneys’ fees. 14. Construction. The validity, interpretation, and performance of this Contract shall be controlled by and construed under the laws of the State of California, with venue in Orange County, California. In the event of any asserted ambiguity in, or dispute regarding the interpretation of any matter herein, the interpretation of this Contract shall not be resolved by any rules of interpretation providing for interpretation against the party who causes the uncertainty to exist or against the party who drafted the Contract or who drafted that portion of the Contract. 15. Workers’ Compensation. Labor Code Sections 1860 and 3700 provide that every contractor will be required to secure the payment of compensation to its employees. In accordance with the provisions of Labor Code Section 1861, by signing this Contract, the Contractor 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.” 16. Prevailing Wages. The City and the Contractor acknowledge that the Project is a public work to which prevailing wages apply. 17. Entire Contract. This Contract, including any other documents incorporated herein by specific reference, represents the entire and integrated agreement between Contractor and City. This Contract supersedes all prior oral or written negotiations, representations, or agreements. This Contract may not be amended, nor any provision or breach hereof waived, except in a writing signed by the parties which expressly refers to this Contract. 18. Severability. The invalidity in whole or in part of any provisions of this Contract shall not void or affect the validity of the other provisions of this Contract. 19. Titles and Headings. The titles and headings used in this Contract are for convenience only and shall in no way define, limit or describe the scope or intent of this Contract or any part of it. 20. Authority. Any person executing this Contract on behalf of Contractor warrants and represents that he or she has the authority to execute this Contract on behalf of Contractor and has the authority to bind Contractor to the performa nce of its obligations hereunder. 21. Counterparts. This Contract may be executed in counterpart originals, duplicate originals, or both, each of which is deemed to be an original for all purposes. EXHIBIT A FAITHFUL PERFORMANCE BOND 13 Bond No. __________ PERFORMANCE BOND KNOW ALL PERSONS BY THESE PRESENTS that: WHEREAS the City of Seal Beach (“City”), has awarded to (“Principal”) (Name and address of Contractor) a contract (the “Contract”) for the Work described as follows: FY20-21 ANNUAL SLURRY SEAL PROGRAM (Project name) WHEREAS, Principal is required under the terms of the Contract to furnish a Bond for the faithful performance of the Contract. NOW, THEREFORE, we, the undersigned Principal, and , (Name and address of Surety) (“Surety”) a duly admitted surety insurer under the laws of the State of California, as Surety, are held and firmly bound unto the City in the penal sum of Dollars ($ ), this amount being not less than the total Contract Price, in lawful money of the United States of America, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, successors executors and administrators, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION IS SUCH THAT, if the hereby bounded Principal, his, her or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions and provisions in the Contract and any alteration thereof made as therein provided, on the Principal’s part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their true intent and meaning, and shall indemnify and save harmless the City, its officers, agents and employees, as therein stipulated, then this obligation shall become null and void; otherwise, it shall be and remain in full force and effect. As a part of the obligation secured hereby and in addition to the face amount specified therefor, there shall be included costs and reasonable expenses and fees, including reasonable attorneys’ fees, incurred by City in successfully enforcing such obligation, all to be taxed as costs and included in any judgment rendered. Surety hereby waives any statute of limitations as it applies to an action on this Bond. The Surety hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract or of the Work to be performed thereunder or the specifications accompanying the same shall in anywise affect its obligations under this Bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contract or to the Work or to the specifications. Surety hereby waives the provisions of California Civil Code Sections 2845 and 2849. The City is the principal beneficiary of this Bond and has all rights of a party hereto. 14 IN WITNESS WHEREOF, two (2) identical counterparts of this instrument, each of which shall for all purposes be deemed an original hereof, have been duly executed by Principal and Surety, on the date set forth below, the name of each corporate party being hereto affixed and these presents duly signed by its undersigned representative(s) pursuant to authority of its governing body. Dated: “Principal” By: Its By: Its (Seal) “Surety” By: Its By: Its (Seal) Note: This Bond must be executed in duplicate and dated, all signatures must be notarized, and evidence of the authority of any person signing as attorney-in-fact must be attached. DATE OF BOND MUST NOT BE BEFORE DATE OF CONTRACT. Surety companies executing Bonds must appear on the Treasury Department’s most current list (Circular 570 as amended) and be authorized to transact business in the State where the project is located. 15 EXHIBIT B PAYMENT BOND 16 Bond No. __________ PAYMENT BOND (LABOR AND MATERIALS) KNOW ALL PERSONS BY THESE PRESENTS that: WHEREAS the City of Seal Beach (“City”), State of California, has awarded to (“Principal”) (Name and address of Contractor) a contract (the “Contract”) for the Work described as follows: FY20-21 ANNUAL SLURRY SEAL PROGRAM (Project name) WHEREAS, under the terms of the Contract, the Principal is required before entering upon the performance of the Work, to file a good and sufficient payment Bond with the City to secure the claims to which reference is made in Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code. NOW, THEREFORE, we, the undersigned Principal, and (Name and address of Surety) (“Surety”) a duly admitted surety insurer under the laws of the State of California, as Surety, are held and firmly bound unto the City and all contractors, subcontractors, laborers, material suppliers, and other persons employed in the performance of the Contract and referred to in Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code in the penal sum of Dollars ($ ), for materials furnished or labor thereon of any kind, or for amounts due under the Unemployment Insurance Act with respect to this Work or labor, that the Surety will pay the same in an amount not exceeding the amount hereinabove set forth, and also in case suit is brought upon this Bond, will pay, in addition to the face amount thereof, costs and reasonable expenses and fees, including reasonable attorneys’ fees, incurred by City in successfully enforcing this obligation, to be awarded and fixed by the court, and to be taxed as costs and to be included in the judgment therein rendered. It is hereby expressly stipulated and agreed that this Bond shall inure to the benefit of any and all persons, companies, and corporations entitled to file claims under Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code, so as to give a right of action to them or their assigns in any suit brought upon this Bond. Upon expiration of the time within which the California Labor Commissioner may serve a civil wage and penalty assessment against the principal, any of its subcontractors, or both the principal and its subcontractors pursuant to Labor Code Section 1741, and upon expiration of the time within which a joint labor management committee may commence an action against the principal, any of its subcontractors, or both the principal and its subcontractors pursuant to Labor Code Section 1771.2, if the condition of this Bond be fully performed, then this obligation shall become null and void; otherwise, it shall be and remain in full force and effect. 17 The Surety hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the Contract or the Specifications accompanying the same shall in any manner affect its obligations on this Bond, and it does hereby waive notice of any such change, extension, alteration, or addition. IN WITNESS WHEREOF, two (2) identical counterparts of this instrument, each of which shall for all purposes be deemed an original hereof, have been duly executed by Principal and Surety, on the date set forth below, the name of each corporate party being hereto affixed and these presents duly signed by its undersigned representative(s) pursuant to authority of its governing body. Dated: “Principal” By: Its By: Its (Seal) “Surety” By: Its By: Its (Seal) Note: This Bond must be executed in duplicate and dated, all signatures must be notarized, and evidence of the authority of any person signing as attorney-in-fact must be attached. DATE OF BOND MUST NOT BE BEFORE DATE OF CONTRACT. Surety companies executing Bonds must appear on the Treasury Department’s most current list (Circular 570 as amended) and be authorized to transact business in the State where the project is located. 18 EXHIBIT C WORKER’S COMPENSATION INSURANCE CERTIFICATE 19 WORKERS’ COMPENSATION CERTIFICATE OF INSURANCE WHEREAS, the City of Seal Beach (“City”) has required certain insurance to be provided by: NOW THEREFORE, the undersigned insurance company does hereby certify that it has issued the policy or policies described below to the following named insureds and that the same are in force at this time: 1. This certificate is issued to: City of Seal Beach City Hall 211 8th Street Seal Beach, California 90740 The insureds under such policy or policies are: 2. Workers’ Compensation Policy or Policies in a f orm approved by the Insurance Commissioner of California covering all operations of the named insureds as follows: Policy Number Effective Date Expiration Date By: Its Authorized Representative 20 EXHIBIT D-1 ADDITIONAL INSURED ENDORSEMENT COMMERCIAL GENERAL LIABILITY [INSERT INSURANCE CERTIFICATE SHOWING COMMERCIAL GENERAL LIABILITY] 21 ADDITIONAL INSURED ENDORSEMENT COMPREHENSIVE GENERAL LIABILITY Name and address of named insured (“Named Insured”): Name and address of insurance company (“Company”): General description of agreement(s), permit(s), license(s), and/or activity(ies) insured: Notwithstanding any inconsistent statement in the policy to which this endorsement is attached (the “Policy”) or in any endorsement now or hereafter attached thereto, it is agreed as follows: 1. The City of Seal Beach (“City”), its elected officials, officers, attorneys, agents, employees, and volunteers are additional insureds (the above named additional insureds are hereafter referred to as the “Additional Insureds”) under the Policy in relation to those activities described generally above with regard to operations performed by or on behalf of the Named Insured. The Additional Insureds have no liability for the payment of any premiums or assessments under the Policy. 2. The insurance coverages afforded the Additional Insureds under the Policy shall be primary insurance, and no other insurance maintained by the Additional Insureds shall be called upon to contribute with the insurance coverages provided by the Policy. 3. Each insurance coverage under the Policy shall apply separately to each Additional Insured against whom claim is made or suit is brought except with respect to the limits of the Company’s liability. 4. Nothing in this contract of insurance shall be construed to preclude coverage of a claim by one insured under the policy against another insured under the policy. All such claims shall be covered as third-party claims, i.e., in the same manner as if separate policies had been issued to each insured. Nothing contained in this provision shall operate to increase or replicate the Company’s limits of liability as provided under the policy. 5. The insurance afforded by the Policy for contractual liability insurance (subject to the terms, conditions and exclusions applicable to such insurance) includes liability assumed by the Named Insured under the indemnification and/or hold harmless provision(s) contained in or executed in conjunction with the written agreement(s) or permit(s) designated above, between the Named Insured and the Additional Insureds. 6. The policy to which this endorsement is attached shall not be subject to cancellation, change in coverage, reduction of limits (except as the result of the payment of claims), or non -renewal except after written notice to City, by certified mail, return receipt requested, not less than thirty (30) Days before the effective date thereof. In the event of Company’s failure to comply with this notice provision, the policy as initially drafted will continue in full force and effect until compliance with this notice requirement. 7. Company hereby waives all rights of subrogation and contribution against the Additional Insureds, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or 22 incident to the perils insured against in relation to those activities described generally above with regard to operations performed by or on behalf of the Named Insured regardless of any prior, concurrent, or subsequent active or passive negligence by the Additional Insureds. 8. It is hereby agreed that the laws of the State of California shall apply to and govern the validity, construction, interpretation, and enforcement of this contract of insurance. 9. This endorsement and all notices given hereunder shall be sent to City at: City Manager City of Seal Beach City Hall 211 8th Street Seal Beach, CA 90740 10. Except as stated above and not in conflict with this endorsement, nothing contained herein shall be held to waive, alter or extend any of the limits, agreements, or exclusions of the policy to which this endorsement is attached. TYPE OF COVERAGES TO WHICH THIS ENDORSEMENT ATTACHES POLICY PERIOD FROM/TO LIMITS OF LIABILITY 11. Scheduled items or locations are to be identified on an attached sheet. The following inclusions relate to the above coverages. Includes: □ Contractual Liability □ Explosion Hazard □ Owners/Landlords/Tenants □ Collapse Hazard □ Manufacturers/Contractors □ Underground Property Damage □ Products/Completed Operations □ Pollution Liability □ Broad Form Property Damage □ Liquor Liability □ Extended Bodily Injury □ □ Broad Form Comprehensive □ □ General Liability Endorsement □ 12. A □ deductible or □ self-insured retention (check one) of $ applies to all coverage(s) except: if none, so state). The deductible is applicable □ per claim or □ per occurrence (check one). 13. This is an □ occurrence or □ claims made policy (check one). 14. This endorsement is effective on at 12:01 a.m. and forms a part of Policy Number . I, (print name), hereby declare under penalty of perjury under the laws of the State of California, that I have the authority to bind the Company to this endorsement and that by my execution hereof, I do so bind the Company. Executed , 20___ Signature of Authorized Representative 23 (Original signature only; no facsimile signature Telephone No.: ( ) or initialed signature accepted) 24 EXHIBIT D-2 ADDITIONAL INSURED ENDORSEMENT AUTOMOBILE LIABILITY [INSERT INSURANCE CERTIFICATE SHOWING AUTOMOBILE LIABILITY] 25 ADDITIONAL INSURED ENDORSEMENT AUTOMOBILE LIABILITY Name and address of named insured (“Named Insured”): Name and address of insurance company (“Company”): General description of agreement(s), permit(s), license(s), and/or activity(ies) insured: Notwithstanding any inconsistent statement in the policy to which this endorsement is attached (the “Policy”) or in any endorsement now or hereafter attached thereto, it is agreed as follows: 1. The City of Seal Beach (“City”), its elected officials, officers, attorneys, agents, employees, and volunteers are additional insureds (the above named additional insureds are hereafter referred to as the “Additional Insureds”) under the Policy in relation to those activit ies described generally above with regard to operations performed by or on behalf of the Named Insured. The Additional Insureds have no liability for the payment of any premiums or assessments under the Policy. 2. The insurance coverages afforded the Additional Insureds under the Policy shall be primary insurance, and no other insurance maintained by the Additional Insureds shall be called upon to contribute with the insurance coverages provided by the Policy. 3. Each insurance coverage under the Policy shall apply separately to each Additional Insured against whom claim is made or suit is brought except with respect to the limits of the Company’s liability. 4. Nothing in this contract of insurance shall be construed to preclude coverage of a claim by one insured under the policy against another insured under the policy. All such claims shall be covered as third-party claims, i.e., in the same manner as if separate policies had been issued to each insured. Nothing contained in this provision shall operate to increase or replicate the Company’s limits of liability as provided under the policy. 5. The insurance afforded by the Policy for contractual liability insurance (subject to the terms, conditions and exclusions applicable to such insurance) includes liability assumed by the Named Insured under the indemnification and/or hold harmless provision(s) contained or executed in conjunction with the written agreement(s) or permit(s) designated above, between the Named Insured and the Additional Insureds. 6. The policy to which this endorsement is attached shall not be subject to cancellation, change in coverage, reduction of limits (except as the result of the payment of claims), or non -renewal except after written notice to City, by certified mail, return receipt requested, not less than thirty (30) Days before the effective date thereto. In the event of Company’s failure to comply with this notice provision, the policy as initially drafted will continue in full force and effect until compliance with this notice requirement. 7. Company hereby waives all rights of subrogation and contribution against the Additional Insureds, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to the perils insured against in relation to those activities described generally above with regard to operations performed by or on behalf of the Named Insured regardless of any prior, concurrent, or subsequent active or passive negligence by the Additional Insureds. 26 8. It is hereby agreed that the laws of the State of California shall apply to and govern the validity, construction, interpretation, and enforcement of this contract of insurance. 9. This endorsement and all notices given hereunder shall be sent to City at: City Manager City of Seal Beach City Hall 211 8th Street Seal Beach, CA 90740 10. Except as stated above and not in conflict with this endorsement, nothing contained herein shall be held to waive, alter or extend any of the limits, agreements, or exclusions of the p olicy to which this endorsement is attached. TYPE OF COVERAGES TO WHICH THIS ENDORSEMENT ATTACHES POLICY PERIOD FROM/TO LIMITS OF LIABILITY 11. Scheduled items or locations are to be identified on an attached sheet. The following inclusions relate to the above coverages. Includes: □ Any Automobiles □ Truckers Coverage □ All Owned Automobiles □ Motor Carrier Act □ Non-owned Automobiles □ Bus Regulatory Reform Act □ Hired Automobiles □ Public Livery Coverage □ Scheduled Automobiles □ □ Garage Coverage □ 12. A □ deductible or □ self-insured retention (check one) of $ applies to all coverage(s) except: (if none, so state). The deductible is applicable □ per claim or □ per occurrence (check one). 13. This is an □ occurrence or □ claims made policy (check one). 14. This endorsement is effective on ______________ at 12:01 a.m. and forms a part of Policy Number _________. I, (print name), hereby declare under penalty of perjury under the laws of the State of California, that I have the authority to bind the Company to this endorsement and that by my execution hereof, I do so bind the Company. Executed , 20___ Signature of Authorized Representative (Original signature only; no facsimile signature Telephone No.: ( ) or initialed signature accepted) 27 EXHIBIT E ACKNOWLEDGMENT OF PENAL AND CIVIL PENALTIES CONCERNING CONTRACTOR LICENSING LAWS 28 STATEMENT ACKNOWLEDGING PENAL AND CIVIL PENALTIES CONCERNING THE CONTRACTORS' LICENSING LAWS [Business & Professions Code § 7028.15] [Public Contract Code § 20103.5] I, the undersigned, certify that I am aware of the following provisions of California law and that I, or the entity on whose behalf this certification is given, hold a currently valid California contractor's license as set forth below (required at time of award): Business & Professions Code § 7028.15: (a) It is a misdemeanor for any person to submit a bid to a public agency in order to eng age in the business or act in the capacity of a contractor within this state without having a license therefore, except in any of the following cases: (1) The person is particularly exempted from this chapter. (2) The bid is submitted on a state project governed by Section 10164 of the Public Contract Code or on any local agency project governed by Section 20104 [now § 20103.5] of the Public Contract Code. (b) If a person has been previously convicted of the offense described in this section, the court shall impose a fine of 20 percent of the price of the contract under which the unlicensed person performed contracting work, or four thousand five hundred dollars ($4,500), whichever is greater, or imprisonment in the county jail for not less than 10 days nor more than six months, or both. In the event the person performing the contracting work has agreed to furnish materials and labor on an hourly basis, “the price of the contract” for the purposes of this subdivision means the aggregate sum of the cost of materials and labor furnished and the cost of completing the work to be performed. (c) This section shall not apply to a joint venture license, as required by Section 7029.1. However, at the time of making a bid as a joint venture, each person submitting the bid shall be subject to this section with respect to his or her individual licensure. (d) This section shall not affect the right or ability of a licensed architect, land surveyor, or registered professional engineer to form joint ventures with licensed contractors to render services within the scope of their respective practices. (e) Unless one of the foregoing exceptions applies, a bid submitted to a public agency by a contractor who is not licensed in accordance with this chapter shall be conside red non-responsive and shall be rejected by the public agency. Unless one of the foregoing exceptions applies, a local public agency shall, before awarding a contract or issuing a purchase order, verify that the contractor was properly licensed when the contractor submitted the bid. Notwithstanding any other provision of law, unless one of the foregoing exceptions applies, the registrar may issue a citation to any public officer or employee of a public entity who knowingly awards a contract or issues a pu rchase order to a contractor who is not licensed pursuant to this chapter. The amount of civil penalties, appeal, and finality of such citations shall be subject to Sections 7028.7 to 7028.13, inclusive. Any contract awarded to, or any purchase order issued to, a contractor who is not licensed pursuant to this chapter is void. (f) Any compliance or noncompliance with subdivision (e) of this section, as added by Chapter 863 of the Statutes of 1989, shall not invalidate any contract or bid awarded by a pu blic agency during which time that subdivision was in effect. (g) A public employee or officer shall not be subject to a citation pursuant to this section if the public employee, officer, or employing agency made an inquiry to the board for the purposes of verifying the license status of any person or contractor and the board failed to respond to the inquiry within three SP-29 business days. For purposes of this section, a telephone response by the board shall be deemed sufficient. Public Contract Code § 20103.5: In all contracts subject to this part where federal funds are involved, no bid submitted shall be invalidated by the failure of the bidder to be licensed in accordance with the laws of this state. However, at the time the contract is awarded, the contractor shall be properly licensed in accordance with the laws of this state. The first payment for work or material under any contract shall not be made unless and until the Registrar of Contractors verifies to the agency that the records of the Contractors' State License Board indicate that the contractor was properly licensed at the time the contract was awarded. Any bidder or contractor not so licensed shall be subject to all legal penalties imposed by law, including, but not limited to, any appropriate disciplinary action by the Contractors' State License Board. The agency shall include a statement to that effect in the standard form of pre-qualification questionnaire and financial statement. Failure of the Bidder to obtain proper and adequate licensing for an award of a contract shall constitute a failure to execute the Contract and shall result in the forfeiture of the security of the Bidder. License No.:________________ Class:___________________ Expiration Date:_________________ Date:__________________ SP-30 EXHIBIT F LABOR LAW REQUIREMENTS SP-31 AGREEMENT TO COMPLY WITH CALIFORNIA LABOR LAW REQUIREMENTS [Labor Code §§ 1720, 1773.8, 1775, 1776, 1777.5, 1813, 1860, 1861, 3700] The undersigned Contractor certifies that it is aware of and hereby agrees to fully comply with the Following provisions of California law: 1. Contractor acknowledges that this Contract is subject to the provisions of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code relating to public works and the awarding public agency (“Agency”) and agrees to be bound by all the provisions thereof as though set forth in full herein. 2. Contractor agrees to comply with the provisions of California Labor Code Section 1773.8 which requires the payment of travel and subsistence payments to each worker needed to execute the W ork to the extent required by law. 3. Contractor agrees to comply with the provisions of California 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. The Contractor shall, as a penalty to the Agency, forfeit not more than fifty dollars ($50) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the Director of Industrial Relations for the work or craft in which the worker is employed for any public work done under the Contract by Contractor or by any subcontractor. 4. Contractor agrees to comply with the provisions of California Labor Code Section 1776 which require Contractor and each subcontractor to (1) keep accurate payroll records, (2) certify and make such payroll records available for inspection as provided by Section 1776, and (3) inform the Agency of the location of the records. The Contractor is responsible for compliance with Section 1776 by itself and all of its subcontractors. 5. Contractor agrees to comply with the provisions of California Labor Code Section 1777.5 concer ning the employment of apprentices on public works projects, and further agrees that Contractor is responsible for compliance with Section 1777.5 by itself and all of its subcontractors. 6. Contractor agrees to comply with the provisions of California Labor Code Section 1813 concerning penalties for workers who work excess hours. The Contractor shall, as a penalty to the Agency, forfeit twenty-five dollars ($25) for each worker employed in the execution of the Contract by the Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more than 8 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 California Labor Code. 7. California Labor Code Sections 1860 and 3700 provide that every contractor 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 worker's 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 W ork of this Contract.” Date ___________________ Signature _______________________________________ SP-32 EXHIBIT G INDEMNIFICATION AND HOLD HARMLESS AGREEMENT SP-33 INDEMNIFICATION AND HOLD HARMLESS AGREEMENT AND WAIVER OF SUBROGATION AND CONTRIBUTION OFFICIAL TITLE OF PROJECT: FY20-21 Annual Slurry Seal Program – ST2101 Indemnitor(s) (list all names): ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ To the fullest extent perm itted by law, Indemnitor hereby agrees, at its sole cost and expense, to defend, protect, indemnify, and hold harmless the City of Seal Beach and its elected officials, officers, attorneys, agents, employees, volunteers, successors, and assigns (collectiv ely “Indemnitees”) from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, expenses, judgments, penalties, liens, and losses of any nature whatsoever, including fees of accountants, attorneys, or other professionals and all costs associated therewith (collectively “Liabilities”), arising or claimed to arise, directly or indirectly, out of, in connection with, resulting from, or related to any act, failure to act, error, or omission of Indemnitor or any of its officers, agents, servants, employees, subcontractors, materialmen, suppliers or their officers, agents, servants or employees, arising or claimed to arise, directly or indirectly, out of, in connection with, resulting from, or related to the a bove-referenced contract, agreement, license, or permit (the “Contract”) or the performance or failure to perform any term, provision, covenant, or condition of the Contract, including this indemnity provision. This indemnity provision is effective regardless of any prior, concurrent, or subsequent active or passive negligence by Indemnitees and shall operate to fully indemnify Indemnitees against any such negligence. This indemnity provision shall survive the termination of the Contract and is in addition to any other rights or remedies which 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 an Indemnitee shall be conclusive in favor of the Indemnitee's right to recover under this indemnity provision. Indemnitor shall pay Indemnitees for any attorneys fees and costs incurred in enforcing this indemnification provision. Notwithstanding the foregoing, nothing in this instrument shall be construed to encompass (a) Indemnitees' sole negligence or willful misconduct to the limited extent that the underlying Contract is subject to Civil Code § 2782(a) or (b) the contracting public agency's active negligence to the limited extent that the underlying Contract is subject to Civil Code § 2782(b). This indemnity is effective without reference to the existence or applicability of any insurance coverage which may have been required under the Contract or any additional insured endorsements which may extend to Indemnitees. Indemnitor, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against the Indemnitees, while acting within t he 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 regardless of any prior, concurrent, or subsequent active or passive negligence by the Indemnitees. In the event there is more than one person or entity named in the Contract as an Indemnitor, then all obligations, liabilities, covenants and conditions under this instrument shall be joint and several. “Indemnitor” Name________________________________ Name: ____________________________ By: _________________________________ By: ________________________________ Its Its SP-34 EXHIBIT H ACCEPTED BID PROPOSAL