Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
AGMT - Sagecrest Planning + Environmental and Amendement No 1(Temporary Planning Staff Services)
PROFESSIONAL SERVICES AGREEMENT Amendment No. 9 for Temporary Planning Staff Services Between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 N. Sagecrest Planning + Environmental 27128 Paseo Espada, Ste 1524 San Juan Capistrano, CA 92675 This Amendment No. 1, dated March 14, 2022, amends that certain agreement (Agreement) made as of February 5, 2021 and extended May 24, 2021 by and between the City of Seal Beach (City), a California charter city, and Sagecrest Planning + Environmental (Consultant), a California Corporation. RECITALS A. City and Consultant are parties to the Agreement, pursuant to which Consultant provides professional services in Community Development for the purposes of providing temporary Planning staff due to staff vacancies. B. City and Consultant wish to amend the Agreement for Consultant to continue providing such services on an as needed basis through the end of the 2021-22 Fiscal Year. AMENDMENT NO. I 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 hereby amended to read as follows: This term of this Agreement shall commence on February 5, 2021 and shall remain in full force and effect until 11:59 p.m. on June 30, 2022, unless sooner terminated as provided in Section 5.0 of this Agreement. Section 2. Section 3.1 (Consultant's Compensation) of the Agreement is hereby amended to read as follows: 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 $195,000. Section 3. All references to the term "Agreement» throughout Sections 1.0 through 28.0 inclusive, of the Agreement are hereby modified to include the Agreement dated February 5, 2021 and extended May 24, 2021, and this Amendment No. 1, dated March 14, 2022, as if all of those terms are fully set forth therein. Section 4. 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. Section 5. The person executing this Amendment No. 1 on behalf of Consultant warrants that he or she is fully authorized to execute this Amendment 2 of 3 NO. 1 on behalf of said Party, and that by his or her execution, Consultant is formally bound to the provisions of this Amendment No. 1. IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. CITY OF SEAL BEACH Approved a to F By: aig A. Steele, City Attorney CONSULTANT:. Environment By: Name Its: 3of3 Sagecrest Planning + ey��1OG A^'b-If4t i �`Cv�O44 ORi SEAL�=�Z 2020 �FO� - 1- . ... ' CERTIFICATE OF, LIABILITY :INSURANCE DATE (MM1DDfYYYY)A 71412021 1HIWCERTIFICATE ISIISS�UED'.ASiA:mAtittk,oEtiiiF-dkmA-riCiN,�*O'N"L"Y",AN**D'-,'C'O'N'F'E'RS'-N'-'O RIGHTS HTS UPON THE . C . ERT . I . FICATE HOLDER. THIS •CERTIFICATE .DOES- NOT AFFIRMATIVELY""°OR- NEGATIVELY AMEND,, EXTEND OR ALTEWYHt COVERAGE. -AFFORDED BY THE POLICIES likE6W' 'THIS'CERTIFICATE:. 60:'fhi-U[iA:kCE'DOES' NOT'.CONsTrruTE A CONTRACT BETWEEN THE ISSUING. INSURER(S), AUTHORIZED JMPORTANT` Ifit"Lqe1ttifi -is-an!ADDITIONAL (NSURED,,th&;p6licy(ibii)riiiijit:bave'ADDITIONAL INSURED proVisidirls 6r -be eviddiiied. fth' zif:idBii6d-4Tfi5glStWAIVED,'s"jecl::io,,*i6;ierms'an'o--qc'?'n*c�ki'ti'p!'is,.o, a policy, certdin.pRilcies;may require afi endors6rfient. A statement ort thid the cerfjfkate.h6oiliier-inliewof 'such endbrsement(s). PRODUCER' tAssured0Washington, LLC AIEInSUrance;Services_11kc'I 19666 lbifi.Ave;Nli�' CONTACT - yn Catania CA L NAME: RobIC # OK48649 �iirtners!of 'PHONE. FAX Co 360-626-9535 LALc. Nol: 360-626-9535 — _ 1�9) E-MAIL AbDREis: robyri6ataniaaassuredDartners.com Oouliibo WA 98370 iNSUREfR(S) AFFORDING COVERAGE NAIC # lkUkk A.uBe&ey. Insurance. Company.Inc 37540 INSUREE) SAGEPLA:oi Sagecrest.Plann'ing+Environin6fifiilI ' 7,128 Paseo Espaqa Suite;' ; .2 1524 .San.,Juan!Capiitrano:,cA,*q2675 . INguREk 6:. Travelers Property Casualty Company Of America 25674 id6URER C 76AMAGE'Tb7ft N I PREMISES lea nccurrenoe) INSURER D: MED EXP (Any one person) .INSURER E: I INSURER F. - COVERAGES CERTIFICATE k1jiWBdR:'1_0518d366 REVISION NUMBER: THIS IS1,TO' ;CERTIFY THAT THE4POL]CiES'OF'INSURANCE;LltSED BELOMHAVE BEEN *ISSUED TO THE INSURED NAMED ABOVE FOR TH&POLICY PERIOD 'INDICATED: NOTWITHSTANDING--ANY4REQUIREMENT, TERMOR CONDITION, OF, ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OW MAY PERTAIN; THE INSURANCE AFFORDED,BY'THt,.POQCIESDESCRIBED HEREIN Is SUBJECT TO ALL THE TERMS, EkEbSlbNS AND CONEilTIONS:6F..SLjCH-POLICIES, LIMITS" SHOWN,MAY HAVE BEEN REDUCED-BYRAID-CLAIMS. Y POLICY. Ell LT. TYPE OF NSJ"N6E1 iPOLICY INS. ]ADDLsRI 1:,SI I LIMITS *8 COMMERCIAL GENERAL .,.LIASILFTY -Y Y 6805474288.4. 611/2621 6/112022 EACH OCCURRENCE S2,060.00D CLAIMs;MADE M ;OCCUR 76AMAGE'Tb7ft N I PREMISES lea nccurrenoe) $1,000,000 MED EXP (Any one person) ss;oco & ADV INJURY 1$2,000,= bENL AGG4£GATE LIMIT'Ai3PL_ItS OER: -PERSONAL GENERAL AGGREGATE 34,006,000 POLICY ;x P§6:. JECT F PRODUCTS- COMPIOP AGG $4=0,000 B 'AfiTOMOBILE LIABILITY Y Y 6ABR62r.254- 6/112021 611/2022 COMBINED dS tE.jSINGLE LIMIT 51,000,000 BODILY INJURY (Per person) S ANY AUTO OWNED SCHEDULED AUTOSONLY AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY BODILY INJURY (Per accident) S PROPERTY DAMAGE, S Is JUMBRELLA LW3 HOCCUR EACH OCCURRENCE Is AGGREGATE EXCESS LIAb 'CLAIMS -MADE 'j.De6-1_ JRETENTIONS WORKERS COMPENSATION' ANYPROPRIETORIPARTNERIEXECUTIVE OFFICERIMEMBEREXCLUDED? ❑NIA (Mindat6iry In NH) Y 6/112021 61ii2022 X IPER I J'OTH- STATUTE '-ER I E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT S 1,000:000 If yes: describe under.,..:.... DESCRIPTION OF OPERATIONS below A 1,Pro.fessi.unal Liab;Clsims Made vi 1 P21040 611/262*1 61112022 Per Claim Aggregate 2,000,000 4*,000,000 D6151410TION OF, OPERATIONS i LOCATIONS I VEHICLES (ACORD 101. Additional Remiiks SEIieduli, riiiiy be*aftactied if more space is required) vek City of. Seal.Beach, its, directors, officials, officers,.emplayees, agqnts and " bib"nte ' iiFe`Add1fi66al'lnsur6dsper the attached. .rr-l2TI;:IrATr wni.npR CANCELLATION I (0 1983-205AUUKL) k;UKFUMalIU1N.. Ail rignts reserveal. ACOR I D-25 (20116103) T . he ACORD narrie.andlogo are registered mailks ofACORD .S1-16dLID AN1f OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION bK*E THEREOF, NOTICE WILL BE DELIVERED IN. ACCORDANCE WITH THE POLICY PROVISIONS. —h "S r21.1:iEjg UP treet :SekB&i6li:QA-'90740 AUTH .- RIZED REP . EN . TATIVE (0 1983-205AUUKL) k;UKFUMalIU1N.. Ail rignts reserveal. ACOR I D-25 (20116103) T . he ACORD narrie.andlogo are registered mailks ofACORD ' Name—2Sagecrestj Planning- + Environmental Cy# P61i BA8R626254 I COMMERCIAL AUTO THIS ENDORSEMENT CHANGES -THE- POLICY-. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENOORSSMENT This endorsement modifesJnsuranceprovidedunder-the ifollowihg: 'BUJSINESS.AQT,O..CQVEMGE FORM GENERAL 11JEStRIP1110N OF COVERAGE— This 'endorsement broadens ,coverage: However, coveragelfor any medi --provisionsf of: this endorsement;, mpy be excluded or .injuryi.-damage r; cal.expenses described in any,6f,t.he, lim'ife&"by ;inothdr--endorsement�toAthe Coverage Part., and these coveragebroadening provisions dmnotiapplyiol the. eRte6fthaur.d-6VeF9g0_ K..extUdid or limitdd by,,such%-amendbrsemd& ThevfbIIbwing:.I&iiig *is a general cover:: -adpz-ddsifri0tidh:b"fiIy. LiMitatidft dfid,,eklusions ma . y'apoly�i6 thes6l;c--dvbrig6s:.,RO-ad.'.'alI ifie1,0r&isions-of*this1en:-;.- daise.i-h.edt.'`d.nd'the;"rist of your policy.catefully-to de"tdr-m—ine r*(ghts,?.duties,_and Whbt'is and is fi&'Idovdfdd. Ai 'BROAD FORM`NAMED-INSURED H:. HIRED AUTO PHVsit'AL DAMAGED LOSS OF USE!-..; INCREASED LIMIT B; -BLA_NKETADD.ITIONAL�'IN.SURED.. -C. 'EMPLOYEE HIRED AUTO I. PHYSICAL DAMAGE- :.-. TRANSPORTATION EXPENSES.--ANCkEASED, LIMIT D. EMPLOYEES AS INSURED E. -SUPP.LEM.ENTARY`PAYMENTS — INCREASED ILIMITS- F. -HIRED AUTO= LIMITED- WORLDWIDE CdV- V.ftAGE-:.INDEMNITY BASIS - G;, •WAIVER §ASIS* G;,'WAIVER GLASS Pk0VIk11(jkS A. BROAD.FOR.M.NAMED;INSURED The'f6iidwt is ad_diid to Parag?aph.A.11., Who Is An Instk6d'bf ..gS CTtQN11,-1COVERED AUTOS, . LIABIL17r,Y.'COVERAGg: .y orgpniza6.' �ou- newly acquire or form dur- ing ihg the'* policy ;period .overWhich:..�i-�U. maintain . y� A; cir. interest and that is, not _mope' ownership . ... . I.- . . . sqparately `ihsured'fbr Business.Auto Coverage. . ie una�rthis. t6vera� Provision is. afforded" only un- til the -17kth,d5k. after you,acquire- * -or form the: or- jifnifatiori'dr the end of the policy which- ever is,.earlikr.. .13 iBLA Ef-AD151TJONAL'INSURED! 41 9 An :0 `,'Iffi� u'-fe'-d -.SEC-TION'.11' COVERED? ,'Aq.T_OS',LIABIEIT,Y, COVERAGES; Any;person or; �,rpq Uffiddt� M._,..gp!n!za t!q . . _ . t-dhtT5cQ,(:Tr WEq7g ffieff be person pE 21 'a j�, ig d an lily; j. 2property. daimage occurs,'faii'd thiit-t4'is -ifi- -6_ff&t: during: the `peflo Lj-k eharriddiAs,.an 1addi!: , ;6bfial"insdiEd is'an'"'insured" 'for overed` Autbsl gb. .05bilky. C6v6rb bui o�6 f6r4a_m'_aj_'_' Coverage; J. PERSONAL PROPERTY - K.. AIRBAGS, L. NOTICE -AND KNOWLEDGEQF-`ACCIDENT OR LOSS M. BLANKET WAIVER.-OPSUBROGATION 14; UNINTENTIONAL ERRORS OWOMIISSIONS 6FI d" in.ure C. EMPLOYEE!HIRED'AUT0 1. The following- ,is add6d to PciFqgitaoh who"fis h.0, .6f Sif6t614. rl —:.6.6v- qsured*, EREDAUTos,,LiAf3iL:iT,Y-'-c.b�.'Iti�kdE!' An "&rjpI9y'qe" of'yours; d r§- is , 5_h- "insured" whil, 6 operating -�nZU�. hired or. rented !un r a contract -or'a2 .;in an. <.enp ZyteV narre.wkhyobrprm(6w_ie591f rming duties related the conduct' of your busj' fiess.. 2. Tfte folloW64 reolkes Par-Adfdoff b: 'iii B.S., Othier,.Irig&kice, -df SECTION IV — -BUSI- b. IF& Hired Auto. Physical. Damage^Cover- ag'ei,the folkjwihg are :d66r6dd't6-,1e-.cov,- ei e4d_'"*au'tos*"`.yq'q'own: (1) Any. covered Pdut6l:you lease, 'Fine, - rent or borrow7land (2) Anycovered "auto"'hi -q[jented,bV, your "employee" under -a•contradt• in art 1'emp-loy'ee'sto n6ribi.. -with ;our. CA T3.53 02:15, 0 2015.The-Traveiers [hdernnity Company.All rights reserved. Pdge 1. cif -4. Ancludesicopyrighttid material of InsuranceServices bffiae,.!hc.'-with.its permission. COMMERCIAL' .AUTO - permission,. -while; p'eifdtming duties (a) With respect to any claim • made or "suit": related to .the -conduct- of: yauf busi- brought outside the United States of mess. America, the territories and possessions H, WeVef:. any; "auto" that is. leased.. hired, 'of'the United States of America, Puerto rented ,or borrowed with 'a driver. is nota Rico and Canada: covered "auto". (I) You must arrange to defend the "in- D:,-EIVIP.LOYEE'S'AS INSURED sured" against, and investigate or set ile any such claim or "suit" and keep The'following;is added'to Paragraph: A.1.,'Who Is us advised of all proceedings and ac- Anjeisured, of SECTION II.— COVERED•AUTOS tions: _ LIABILITY -COVERAGE: Any "employee" -of -yours is�.an "insured" while• us= Neither you nor any other involved ing'a covered "auto".you don't;own;- hire or borrow "insured" will make any settlement without our consent. in your business -.or -your persorial:affairs�. (iii) We may, at our discretion, participate E: SUPPLEMENTARY PAYMENTS --.INCREASED in defending the "insured" against; or LIMITS in the settlement of, any claim or 1. The 'following -replaces Paragraph A:_2.a.(2), "suit". of SECTION 1,1-- — COVERED:AUTOS LIABIL: {iv) We will reimburse the "insured" for ITY CO1tERAGE: sums that the "insures!" legally .must (2) Up: to $3,000 for, cost ff bail `bonds (in- pay as damages because of "bodily eluding"bonds for r&ited,tiaffic laW viola- injury" or "property damage" to which tions)'required 'because ;oft ari °accident" this insurance applies, that the "in - we cover. We do not have to f&nish sured" pays with our consent, but these bonds. only up to the limit described in Para- 2: Elie folloiiving:.replaces Paragraph graph C:, Limits Of. Insurance, of _ .., of SECTION. II—'COVERED_AUT. , LIA_ SECTION 11 —COVERED AUTOS LIABILITY COVERAGE. ITY'COVERAGEt (4) All reasonable expense§ incurred by •the {y) We will reimburse the "insured" for 1 "insured" at aur request, including actual the reasonable expenses incurred loss of eamings. tip to $500''a, day be- with our consent for your iitvestiga- cause.of'time:off=from work. tion of such -claims and your defense of the "insured" against any such F'. HIRED AUTO: —.LIMITED WORLOMI5E COV- "suit", but only up to and included ERAGE•— INDEMNITY BASIS within the limit described in Para - The following replaces Subparagraph (5) in Para- graph C., Limits Of: Insurance, of graph .B:•7:,, Policy Period,: Coverage T4 tory,, SECTION 11 —COVERED AUTOS of SECTION_ IV •— BUSINESS AUTO CONDI:. LIABILITY COVERAGE, and not in TIONS:: addition to such limit. Out duty to make such payments .ends when we (5).Anywhere in�thie world;: except=any country or have' used up the applicable limit of jurisdiction while any trade ,sanction, 'em=. insurance in payments for damages, bargo,: __ similar regulation imposed- by the settlements or,defense expenses. United States• of America applies'to _and ;pro= ; 46its the transaction of business with or (b) This insurance is excess I over any valid within -such country, or jurisdiction; :for Cov= and collectible "outer insurance available ered Autos�bi ibilit `Coverage fof: any coJered °to the -"insured" whether primary, excess, "auto" that Moil lease, hire,. reints & borroW; contingent or on..ariy other basis. without_ ,'dHivet'f6r a. period of 30_days;or`iess: (c) This insurance is not a .substitute for re - and that i§ notait "auto" you lease,. hiFe;; rentquired or compulsory insurance inany oF'borrow from 6hk of :your. "employees", countryoutside; the. United States, its ter.= 'partners (if YoU are a partnetship), Jnembers ritodes and possessions, Puerto Rico and {ifA :you are' ar:limited lialiiility :company} or Canada. members of iFieir liousehotds. 'P,age,2 of 4• Q2016 The Travelers:lndemnity,(; mpariy All Hghfs.reserved.. CA T3 53 02 15 Includes:copyrighted material of In surance'services Office, Inc. mn its permissian. G. H. You ,agree to .maintain all requited or cpMpAsory insurance. in :any such coun-. .try :up =to the -minimum) limits requirQ'6y� la '16cal'iW.-. Y. I I.. . pdr, f6ilurie to comply With, compulsory insurance reqqiremdrits- -will, nota invalidate 'die coverage afforded by this -policy, bih we-wilbonlyllid,liaibie to the, .same' eztent.'we •Would )lave been Iijb:Ie- 'had you ecomplied '-with thiE�-compulsory in- surance I -surance requite men lis (d) 'It..is UndOfstood tNit-f.W64F&: nut- iin -admit- ted or aufhi:)n;zi_-d' `insurer ,outside 16e. United States of America its territories, and puiss-ess rto'Rico and. Can-. 'oda. Wd �i§stjm e- h .0 resp furriisNih6:-Of d.'i=itifi.izi�tes'of..ihsufonce, or for in compliance- . apy. with -ffie, laws ' ' ' of other' c666ides reiating;to -insurance. WAIVER. OF-DEDUCTIPLE:-PLASS TKejojlqonq 1K added to Pardgtaph P..:De4.tkU-, 141C. of, SECTION III -":P,H,YSIC-AL DAMAGE: COVERAGE:* N , o deduciible'- for fa' covered `"auto" will apply to gla 'ZI i di " _' t if e an . ss -,. a a-g'e the:; glass is *! repaired rather: replaced. HIRED YS'11CAL. DAMAGE— LOSS. OF USE -'IN -CREASED; - ' ' LIMIT ' ' The.;f6ilowihg %reolades the la9usentence of -Para= graph A.4.b..,. Loss Of' Use Expenses-, of:-Stct "tlO''N'.111,-=;PHYSICAL'DAMAGE'COVERAGE: .,However;:. t6fa- rrlg�t,�� Will pay';for a ' ny expenses * - -for f6ss'.of ;use is: $65'e per' daykt'o--a maximum, of $75046r,ahy 6riiB,1k'ciddfiV'. t. PHYSICAL DAMAGE 'TRANSPORTATION N EXPENSES'�-JINCREASED LIMIT TFe,f6IIoWihg.'ieiJlaces the first sent&ice. in ,Para- graph A-41. I Transpdrfiition Expenses; of SECTION' III --PHYSICAL DAMAGE' -COVER- We will payup,.tol*$50 per dayAo -a maximum of $1,500.4d temporary ft6hs&ftati6ri expense lar dUrtej .by. y9y.6--cabse of the total theft of a coi- "' erect of pa.s's"et_* ger type. J. PERSONAL PROPERTY The: following is added -tq-,Paragraph ,A64.,, Cover- age; Extensions, 'of SECTION illl'- PHYSICAL DAMAGE4COVERAGE: Peirsonal,'Pr6ppitf We will' pay 'Up -to; $400 for "loss"'toi-wearing ap- par6i"and'o"'ther personal p ro p etty which is: (1) Owned by-dh "insured"; and COMMERCIAL AUTO (2) Imor 6h:y4L!r.`c6Ve(ed "auto".. This 'coverage 60'plies`,brily' in'!1the'': event of a total t . heft`gj�kqor,covei . f;ed "auto": .No deductibles ed_ucti6Ies.,.a0p1y: to this. Personal Property coverage. K. AIRBAGS Thei':f6liawinglis-added:io,Parag.ra0h,B";!'.., Exclu!: !:kl6fis, of :SECTION' III -- PHYSI1bAL, DAMAGE COVERAGE` Eididgi6h 34. duds'not-;apply to dri& 6-t. mbretaitUags.,ih.a-cbvere8"'i§Ut6�'Y.dn-- b oW6.that i flafe due to a ca`uSe'qoi6er,.ffian'a-ause. oF--"I0'.s§! set: f6fth ih.Ra46idbhs- Al.b. AM A!-*l.c;, IJIJt only:. a., . if that: "adtdris(Al'.coVer6d,"-"�autb�;"*fqr. co-triprie- fi e n s i -v e ` dio ve*rag'e( . under . is . policy; I . "auto" b,;, the. -akbags, are not covered -under any war- ranty; an c. 'Thelairbags.were notintentiona inflated. We will pay up, to. a.makimuifi --of4$�.1,000. fdf'dh� one: 055,;, L.- NOTICE -AND,',KNOWLEDGE^OFtAC-CIDENT OR LOSS The ''following isadded, to Paragraph kza6-, of -SEC-T—lO.-N.Iiv.--t:BUSINESSrAUTO. CONDITIONS-: Your, q4t yto give u-sronourAuthorized represenia'r -five prompt notice .offllie -acci ent.. or, "loss" ap- plies * only vivhih Mid 1'dczcid6nt`.- or. 1bgsu 1INdwii to: (4) 'You!(ifyoy: arefan 1' divi'dbal' (b) -A.partner.(.if ypurare.@,paftnershipy, (c) A,rfiember (if ypu are.,a: limited liability com-: O.any); (d) An executive officer;,. director or ;insurance manager (if you:are,a corporation or, other or- ganization); -pr, (e) Any "emp .j9y.*p'e'aUthofized byYdu. to give no lice of4he,!'kcident'-!%or "Ibss'% M= BLANKET WAIVER=OFaSUBROGATION; :Di!-k.f6llUWiff-g-,-Cepidee—s!PE�pg�ap Of. Rights Of' Recoveiy,�Agairiist "Ofliers To{ Us, ofSEC-TION' IV TIONS i -Tebliwd-f. Of : Rights .Of. IKIEC We'wpiv_eta9y,figfiff6f re&Very-,.w-e'm"ay-fidve organization to, je ex-_ tent!; required' ofyoufiy. J. written contract gigned and eRikdted,5 t7o any accident") or 1' -'d6WtF5t,,,thii "a-ffideW oe"169§ ah ............. s�l out (6f,'667er6ilo6s5 contemio ated' ;bNh CA T3 53 02 IS 2016-The-,Travelers.lndemni,� Company; All rights'iiiserv6d. :Pgde 3,,of44 6 u ranc Includes copyng�ted'matbrial. of Ins e:SeMces Office;: eftpliilah; COMMERCIAL AUTO �_..._. "sycii contraet;Tfierwaiversappiies only ;to;tii�er ;persgn 4oi q"rgariizati6h designated�'in such contract;, N. 'UNINTENTIONAL.ERRORS.OR:OMISSIONS, •-Tfie,�fflllowing is. added to Paragraph. B.Z, C_on- :cealment, Misrepresentationi. Or- Fraud; 'of' -SECTION'IV--- BUSINESS AUTO CONDITIONS: The unintentional omission of, 'or unintentional error in, Any information given by you shall not prejudice your rights under this insurance. How- ever owever this provision does not affect our right to col- lect additional premium or exercise our right of cancellation or -non -renewal. Page 4 of 4 ® 2015 The Traveler's�lndemnity Camila ny: All rights reserved. CA T3.53 02 15 Includes copyrighted material of Insurance Sesyices'Ofnce; lnc. with its permission. ,WqFkK-g.RS, COMPENSATION T RAVELERS J AND ONE TOWER,. §.97ARE. CMP'LpVtk§TIAl#L.1TY POLICY 'k�iAT.PbiF1f--'CT V '61.83 EN60118EW:Nt VC'09-0316 Aj, 001 POLICY4.NUMBER: UB-51J-7,43,74'S_21r4 WAI . VE . R 0 OUR 000 FROM OTHERS:ENDORSEMENT- •.CALIFORNIA 44T.10REOVOR (BLANKET WAN -8k)• We have, the .right - . to re.qqyerburpyMents from qpyqqe,liable f6r;an jnjuy,qpyfred'b this p6fiqy-'we>wifl not' �_. enforce oL,righi a 't;' .pins ;..the person or organization namedlih the Sch6du e, The additibhN premium for this ehdbrsement shall be 2..0.0 -Wof the--Cialif6rn'*.woiki�es"cdriio6hsbt**-' . I.. .- . ... . . . - . . R, . . . � _.!op pre- mi.b.m. P096h or-"Ofgarilkatibn ANY PERSON -OR:.ORGANIZATION!-FOR WHICH THE INSURED. HkS�4AGR19ED. BY WRITTEN CONTRACT -EXECUTED PRi.PA TO LOSS TO FURNISH •THIS' WAIVER., Scheduf6 ARCffITEF&$ Job Degidiriptloh This endorsement changes the pq1icy-!o.which it,;is attached and is effective on iherdate isstie.d'u.nit.s§ otf eeMise' si6ted. (The informAlon below is requitdd. dnly`W.hen this: endorsement is. issu0,d!sLibiseqqent fcP preparation I the pohcy* Endorsement. Effective Insured' Insurance' Company Policy Nb. Countersigned Erid6r9&n6fit,',N& Prdhiiurfi DATEOF-ISSUE'. 03-.i9-2.1 STASSIGN: Page:;, of, -1- Narric: Sageci-est Planiting:t-Environmental LLC Policy-#: b805J742889 COMMERCIAL GENERAL' LIABILITY THIS'.ENDORSEMENT'CHANGES`T.HE POLICY. PLEASE READ IT CAREFULLY. RLANKET ADpITIONAL INSURED :(ARCHITECTS:; ENGINEERS AND SURVEYORS) This -end " rsement modifies insurance:provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The following :is. added to SECTION III,- WHO IS AN.INSURED: Any person . -or organization that,. -you agree -in a "writtenconfract`regiiirirtg;insurahc' e"'to'include as an additional.insured on -.this Coverage Part_but: a. Only with -respect.to liability for.. "bodily injury". "property.:darnage" or�"persortal irijiiiy"; and' Ii. If: and only 'to the 'extent thati'the injury -or damage is- caused 'by acts. or omissions of you; or,your'siubcgnteactoCiri;the performance of";'your. work" to which the -"!!written contract. requirht d'insurance" applies, or in'conriect_ion with premisesiowned by or: reritedjo you. The person:or;organization does;not qualify.as an additional insured: C. With respect. to the independent acts or omissions of such person.or•organization: or d. For "bodily .injury", "property damage" or "personal injury" for which such person or 'organization has assumed liability in a contractor agreement. The• insurance' provided to'such ,additional insured is limited as follows: e.. This insurance does not�appiyon any,basis to any person or oigaijzation for .which* coverage as an addition ai'ins uredspecifically is added by another endorse_ ment to this Coverage Part. f.. This ;insurance does. not apply- to the - "rendering of or failure to gender +any ..professional* services". g. In the:event that the Limits of Insurance of'the Coverage Part shown in the. Declarations exceed'.the limits of liability required. by the "'written contract requiring insurance":. the, insurance provided. to the additional insured, shall betlimited'to the limits•of_iiability,•regUired by that "written contract requiring insurance;'. This endorsement does not increase the - limits of insurance described in 5ectioh III— Limits Of Insurance. h. This insurance does not apply to "bodily injury'" or "property damage" caused by "your work" and included in the "products - completed. operations hazard" unless the "written contract requiring insurance" specifically requires you to provide such coverage for that additional insured, and then the .insurance provided to the additional insuredapplies only to such "bodily injury" or "property damage" that occurs before the end of the -period of time for which the "written contract requiring insurance" requires you to provide such coverage or the end of the policy,peftd, whichever is earlier.. 2. The .following is added to Paragraph 4.a, of SEGTIOIV. IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: The Insurance provided to the additional insured is. excess over. any valid and collectible other insurance; whether primary, excess, contingent or on- ahy other basis, that is available to the additional insured for a loss -we cover.'However, if you specifically agree in the 'written contract requiring insurance" that this insurance provided to the additional insured under this Coverage Part must apply on a primary basis or a primary and non-contributory' basis, this insurance is primary to otF er insurance available to the additional insured which -covers- that person or organizations as a haHied`insured'for such loss, and we:will not share with the other insurance, provided that: (•i) 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 signed that "written contract requiring insurance". But this insurance provided to the additional insured 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 that person or organization is an additional insured under any other insurance. CG°DY 81 0415 @'M5 The Travelers Indemnity Company. All rights reserved. Page 1 of.2 Includes the copyrigt ii d maierial`of'Insurance Services Office. Inc.. -with its permission COM4ERdAL GENERAL LIABILITY I 3. The following is added *to JPa(a4qjpN8.. Tfails%e .ghts Of RecoveryrAgainst-.Others!-To, Us. of 'SECTION IV — COMMERCIAL. GENERAL LIABILITY"CONDITIONS: We: waive 6hy rid it, of :recovery we. may have: against any, person, or -organization because' of payments we", ffiak6'f6f- "bbdily ,injury","property d damage" e or" sonal injury" arising out of"y'our -woek"'Derf66heid`byyou, or, on,d6n'e' ..yq.. under,a '!w(ittenrcontrac . Crequirifig insurance' with:. that:p- 'r hi f�Esd� oli.� o.dahJ.z*.ibh. We Waive thi.§ right. on.1y,where you have agreed to do so as part of tff6 "written !tofitriadt"e" ;requiring insurance" with qqingg ... _ .. .. - such person or organisation signed _ by you befol'e,- and in'..effeet"when; ,the; "bodily injury" nor property damage" occurs, orithe "personal'injury" Offense*is committed.. 4. The. following defihitidFY is' added to the DEFINITIONS, Siaction:1 "WHtten contract, requiring -insurance' means that part df.ary written"cbnfatt.Cnder.w A.ch,.,yo— are .reodieed.to ihtlijdd"6 p6rs6h*1&organization.as an additionat insure on: this Coverage. Pah; provided thk the, "bodily' ,injury" and '-'p-r_6pe_rty'�' damage,' occurs and, t e 'pe�rs�oRq 'injury" is: caused.by an.-offense'committed:* a. After -you. havel.'si g.ned*.thaf;wi4tftenicoHtrad.: b. While thai pah-, of the written confrad is, in effi�dt; Off c. Before the,end of berpolicy.--peno'd. -Page.2...of:2. 02015 Pfe Travelers lrdemnity*Company: All dgfiti:res6rvid. -CG D3 8109 15.- Includes- the copyrighted'mkenal of liii��=�Sgrvke's Ofke:*lnc:,filth -its p0mission POLICY-NUMBER--cBA-88626254=-21-47-G N ISSUE DATE: 02-01-21 r "THIS ENDQRSEMENT CHAtVGES- THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED PERSON OR, ORGANIRENEINALZATION - NOTICE OF �CAN�CELL�iMN 'OR; NO,NPROVIDED BY US This,endorsement^modifies.insurance provided under the -following: ALL COVERAGE PARTS INCLIJDED•IN•THIS POLICY SCHEDULE CANCELLATION: Numberof'Days Notice: WHEN '.WE.'DO�NOT RENEW (Nonrenewal): Number of Days Notice: PERSON OR ORGANIZATION:- CITY OF SEAL •BEACH ADDRESS: 211 EIGHTH. STREET SEAL BEACH CA 90740 PROVISIONS A. 'If ' -we :cancel 'this policy fog any legally per"rriitted; 'reasort other'than;"nonpayment of�premiurn,°and a number of days `is shown for Cancellation in the .Schedule! above, we will. mail. notice of cancellation to the person,.or organization shown in such -Schedule. We will mail such notice to the acitlfes"s;skiowrt' n the ka alove .feast..the number of days' shown for ncellatiaton ,iii such 'Schedule=before the effective date of-ca►icellation. 30 30 -B. If we do not renew this policy for any legally permitted 'reason other than nonpayment of premium, and a number of days is shown for When We Do Not Renew (Nonrenewal) in the Schedule .above, we will mail notice of nonrenewal to the person or organization= shown in_such Schedule. We will mail.such notice 'to the address•shown in the SchO_dOle above at least the, number of days shown. for When We Do Not Renew (Nonrenewal) in such -Schedule before the effective date of nonrenewal. 'IL T4 Od 05`19 © 2019'The Travelers Indemriity'Company..All Hghts•reserved. Page 1 of 1 POLICY NUMBER: 680-5LT742889-210-47 ISSUE bATE'-. 02/01/20-21 THIS ENDORSEMENT CHANGES THE PdLICV, PLEASE fttAD'IT*CARtFULLY. DESIGNATED ENTITY;- NOTICE; 'OF C EL... "0 _�_NQ.N "AL PR`6A0,E_6'9Y- � G- . N, RENE-W. US Th& enddiseffientfmodifies, -.: insurahc��ieoijid6duhd6t.,the following": ALL COVERAGE:PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: Ntfinbefoi*.Pays Notice,of . CAhiEellation: 30 NONRENEWAL: 0"tksdN OR i4i "' ON�--dl-TY OF -SEAL BEACH ORGA TJ ZAI . . H ADt)ftttS: 21.1 EIGHTH STREET SEAL BEACH CA 90.740, PROVISIONS: Nuhibf3r'df.Days: Noti.i,-iE,idf-Nd.ri.f.iiridwal: .30� A. if we cancOkthis policy for aripqtqtutoei . ly permit- ted .reason other than norippyrrierit of premium. a ' 6d-,�-riuftbr-of-;d;�ys is sh.&WfiJ6f,cahc6lIation* in the schedule above, we Will mail notice of cghc& laiibn to the,person or organization shown in'the schedule, above.. We will mail s6cF;--noiice-'to ..the, address th'bWh i6 the: sche-d6le jboV6 at lbdst the nu :of- -dqys. 'hdWh for. cancellation. in the _ sdhedule-.6bove, before.- the -effective date of can- cellation. B. If we decide to; riot renew th&*p6lidy for -any st6iur torily Pgrrriitteq reason,: and . a rjkjT.bex- of days. is.. shown',Lpr:rionrenewal in�&-;�sc.6dule'above; we: -. .. �. t " will -maik notice -:of theinonrenewzifT orgpnizition :shown in, the schedule .abov el'. We,. - Will' mail such notice to the gddr6s sfi6WK in- thie! schedule -above) -at':`ie`ast: the' hi u-M`b- 'shown Ifor. nonrenewal in: the schedule above"Iber f6ie•the expiration date. IL T.4 0012 09 -0-2009 theRraveiersindemnity Company Page 1 6f-1- WORKERS COMPENSATION 7`R VEL:ERSr j. ' AND ONE 'TOWER .s�vEMPLOYERS LIABILITY POLICY HARTFOl.i cT -1)6183 ENDORSEMENT WC 99 06 R3 (00) - 006 POLICY NUMBER: UB-SJ743745-20-47-G NOTICE .OF CANCELLATION TO DESIGNATED PERSONS' OR ORGANIZATIONS The following;is added to PART SIX --'CONDITIONS Notice Of Cancellation`7'o Designated Persons Or Organizations If'we:.cancel ihis•.policy'foi-any reason otlYeF`thansnon-payment,6f•preMium by you, we will provide notice of such caheellati6ffto'each'person.or organizatibn desighatdid in*.the Sth6dule below. We will mail or deliver such notice to each person or organization •afits lisfed°add_ress at least the•number of days shown for that person or organiza- 'tionibefore-the-cancellation:is to take effect. You are responsible for providing'us-with the information necessary to accurately complete the Schedule below. If:we cannof=mail or deliver•a notice-of=cancellation'to,a.designaied person or organization because the name or addiess. 6P such •de§ighated person of organization pedvided; to us -is not accurate or complete, we .have no resp6nsibility•to mail, deliver or`otheivvise;notifysuch di3signated.persiin.or organization of the cancellation. SCHEDULE Name and.Address-of•Designated`Persons or Organizations: Number of Days Notice CITY OF SEAL BEACH '211 EIGHT$ STREET 30 .SEAL BEACH a'§0740 All other terms. -and conditions, of this policy remain unchanged. This;eiidorsen•iedt,chariges the policy to'whieh it is attached and is -effective -on the date issued unless otherwise stated:. (ThiB.iriforrnation;below'is•,iequieed only when this endorsement is issued subsequent to preparation of Endoisemerit Effective Policy No. Endorsement No. lnsuretl Premium $ Insurance Company Countersigned by DATE OF ISSUE:, 02-0.1-21 ST ASSIGN: Page 1 of I .6.2013 The Travelers:lnderimity Company-All'rights reserved.. PROFESSIONAL SERVICES AGREEMENT for Temporary Planning Staff Services between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 0 Sagecrest Planning + Environmental 2400 E. Katella Ave., Suite 800 Anaheim, CA 92806 714-783-1863 This Professional Service Agreement ("the Agreement") is (the "Effective Date") and extended May 24, 2021, by and + Environmental ("Consultant"), a California Corporation, ("City"), a California charter city, (collectively, "the Parties"). made as of February 5, 2021 between Sagecrest Planning and the City of Seal Beach 23050800 [1112019 rev.] RECITALS A. City desires certain professional services. B. Pursuant to the authority provided, by its City Charter and Seal Beach Municipal Code § 3.20M5(C), City desires to engage .Consultant to provide professional services in the manner seVforth 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 "Scope of Services' attached hereto as Exhibit A. and incorporated herein by this reference. To the extent that.there is any conflict between Exhibt,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. 2of18 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 w"riting. 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 February 5,'2021 and shall remain in full force and effect until 11:59 p.m. on February 5, 2022, 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 the Services but in no event will the City pay more than the total not -to -exceed amount of $75,000.00 (seventy-five thousanddollars) for the Original Term. 3.2. 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. Any additional work authorized by the City Council pursuant to this Section will be compensated in accordance with the fee schedule set forth in Exhibit A. 4.0 Method of Payment 4.1. 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, timecards, cost control sheets and other records "maintained by Consultant in connection with this Agreement. City's rights 3of18 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 (if this Agreement. 6.2. Amy Vazquez is the Consultant's primary representative for purposes of this -Agreement. Amy Vazquez shall be responsible during the term of this Agreement for directing all activities of Consultant,and devoting sufficient time to personally supervise the Services, here under. 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: Sagecrest Planning + Environmental 2400 E. Katella Ave., Suite 800 Anaheim, California 92806 Attn: Amy Vazquez, President 7.2. Actual notice shall be deemed adequate notice on the date actual notice:occurred, regardless of the method of service. 4of18 80 Independent Contractor 8.1.1 Consultant is, an independent contractor and not an employee of the City. AII'"work or other Services provided pursuant to this Agreement shall be performed by Consultant or by Con sultant'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. 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. Consultants, 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 ofCity 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 Consultantfrom 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-performaftce 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, oriederal policy, rule, regulation, statute or ordinancelto the contrary. Consultant and any of its officers, employees, agents, and 5of18 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 ofithe provisionsof'this 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 Consultants failure to promptlypayto 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 Reguirements..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 6of18 indemnification is in addition to Consultant's duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. 100 Confidentiality Consultant: covenants that all data, documents, discussion, or other information developed, or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure. All City data shall be returned to City upon the termination of this Agreement. Consultant's covenant under this Section shall survive the termination of this Agreement. 11.0 Subcontractors No portion of this Agreement shall be ,subcontracted without the prior written approval of the City. Consultant is fully responsible to City for the performance of any and all subcontractors. 12.0 Assignment Consultant, shall not assign or transfer any interest in this Agreement whether by assignment or novation, without the prior written consent of City. Any purported assignment without such consent shall be void and without effect. 13.0 Inspection and Audit of Records Consultant shall maintain complete and accurate records with respect to all Services and other matters covered under this Agreement, including but expressly not limited to, all Services performed, salaries, wages, invoices, timecards, 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: 7of18 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 exceedthe safety standards outlined by CAL OSHA. The City may issue' restraint or cease and desist orders to Consultant when unsafe or harmful ,acts are ,observed or reported relative to. the performance of the Services. Consultant shall maintain the Work sites free of hazards to persons and property resulting from its operations. Consultant shall immediately report to the°City any hazardous condition noted by Contractor. 15..0 Insurance 15.1,. Consultant shall 'not commence work under this, Agreement, until it has provided evidence satisfactory to the City that Consultant Lias 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 rightto 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 fonnjuries to persons:. or damagesto 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.- Bests 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 C'ommercial..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 a-nd Employers 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 proyided, then the policy shall be endorsed to provide an extended reporting period of.not less than three years. 45`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) any1ailure 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 affordedto '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 fullyprotected from any loss, injury, damage, claim, liability, lawsuit; cost, expense, attorneys', fees, litigation costs, defense costs, court costs 9 of 18 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 setforth in this, Agreement. 16.1_ Indemnity for Professional Services. To, the fullest'extent permitted by law, Consultant shall; at its sole, cost and expense,,defend, indemnify and hold; harmless the City, its elected ,officials, officers, attorneys; agents, employees„ designated volunteers•, successors, assigns and those City agents servingr as, independent contractors in the,role of City officials'(collectively "Indemnitees' in this Section 1,6.0), 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.' n part, the negligence; recklessness or willful misconduct. of Consultant;, and/& its officers, agents, servants,, employees, subcontractors, contractors or, their officers, agents; servants or employees (or any entity or individual that Consultant shall bear the legalliability 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 ttie 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 entityor 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 Indemnitees, as determined by final arbitration.or court decision or by the agreement of the Parties. Consultant; shall 1.0 of 16 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 iall 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 behalfiof 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 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 lawn 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 ncl'udes; but is not limited, to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. 11 of 18 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 ofthatCode, 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 Ekhibit: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 defaultror 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, 12 of 18 25.1., Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the: performance of the Services. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the "appearance of having any interest, which would conflict in any manner with the performance of the Services. Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant "financially interested" (as provided in California Government Code §§ 1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained. 25.2. Consultant further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Nor has Consultant paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for`Consultant, any fee, commission, gift, percentage, or any other,consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Gonsultant,hereunder the full amount or value of any such fee, commission, percentage or gift. 253. 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 13 of 18 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; ocher execution, the Consultant�i_s formally bound'to the provisions of this Agreement. IN WITNESS WHEREOF, the Partieshereto, through Itheir, respective authorized representatives have executed this Agreement as of the ,date and year first above written. CITY OFSEAL BEACH CONSULTANT: Sagecrest Planning + Environmental, a California Corporation By: i ` I Jill' Ingram, City M ria er By: V Amy' a' que Irtent Attest: In In Approaved.aso Fo N5 By: -Craig A. Steele, City Attorney 14 of 18 note, two signatures ,required. irations pursuant, to ,California ions= Code Section 343 from the following categories: (i) the ,on r of fhe. board,' the president vice president; and, '(ii)' the t, any assistant secretary,, the anciaL officer or any assistant of such, corporation:) EXHIBIT A Consultant's Proposal 15 of 18 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 9 1 O P O the Department of Industrial Relations ("DIR') implementing such statutes. Therefore; as to those Sdwicesathat are "public works', Consultant shall comply with and be boundby 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 riot registered with DIR pursuant to Section 1225.5. 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 1.775 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. i 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 16 of 18 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 employeess.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." 17 of'18 12. For every subcontractor who will perform work on the project, Consultant shall be responsible for such subcontractor's compliance with Chapter 1and Labor Code Sections 1880 and 3700, and Consultant shall include=in the written contract between it and each.,subcontractora copy of those statutory provisions and a requirement that each subcontractor shall comply with thoseAlstatutory,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 prevaijing 'rate of ,wages. Consultant shall diligently'take corrective raction to halt or rectify any failure. 13. To,the maximum extentpermitted bylaw, 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 orother 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 anywork undertaken or in connection with the;Agreement, including .without lirnitationithe payment of all consequential damages, attorneys' fees, and other,related costs and expenses,: All duties of Consultant under this Section shall survive tne,termination of the Agreement 18 of 18 RESOLUTION 7154 j A RESOLUTION OF THE SEAL BEACH CITY COUNCIL AWARDING AND AUTHORIZING THE CITY MANAGER TO EXTEND AN. EXISTING PROFESSIONAL SERVICES AGREEMENT WITH SAGECREST PLANNING + ENVIRONMENTAL FOR TEMPORARY PLANNING STAFF -SUPPORT SERVICES. WHEREAS, the City has, historically relied upon temporary staff assistance during periods of extraordinary work or during periods when permanent staff positons are vacant; and, WHEREAS, the City previously entered into an agreement with Sagecrest Planning + Environmental and is currently relying upon their services due to a vacant position in the Community Development Department; and, WHEREAS, Sagecrest Planning + Environmental has proven to be a reliable, dependable, and competitively priced company who have historically provided staff competent and capable of serving temporary planning staffing needs of the City. i- THE SEAL BEACH CITY COUNCIL DOES HEREBY RESOLVE: t SECTION 1. The City Council hereby desires to extend an existing Professional Services, Agreement with Sagecrest Planning + Environmental for Temporary Planning Support Services,in the contract not -to -exceed amount of $75,000. SECTION 2. The City Council hereby authorizes and directs the City Manager to execute the agreement extension on behalf of the City. J PASSED, APPROVED and ADOPTED by the. Seal Beach City Council at a. regular meeting held on the 24th day of May, 2021 by the following vote: AYES: Council Members: Kalmick, Massa-Lavitt, MoorepSustarsic, Varipapa NOES'- Council Members: None ABSENT: Council Members: None ABSTAIN: Councii'Members: None J almick, Mayor i. ` ♦. it i C' .. �/' Ioria D. Harper; City 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 originalcopy of Resolution 7154 on file in the office of the,City Clerk, passed, approved, and adopted by the Seal Beach City Council at a regular rrleeting held on the 24th day of May, 2021. D. Hagler, C � - � ]' ® ACOKb CERTIFICATE OF LIABILITY INSURANCE `� - - - DATE (MMloolryyr) 714/2021 THIS !CERTIFICATE IS,ISSUEDsASIAMATTER, OF INFORMATION ONLY AND, CONFERSNO 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'iCONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVEfORPRODUCER, AND THE CERTIFICATE HOLDER; ,IMPORTANT: If 1thexertificate holdel an. ADDITIONAL INSURED, the:policyfies)"must have'ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IStWA1VED„subject to,the terms -.and' conditionsiofthe policy, certain policies may require an endorsement. A statement on ;this certificate! does notconfer rights to the certificate holder �inlieu'ofsuch endorsement(s). PRODUCER-. _ rAssuredPartners.of Washington, LLCPHONE NEllnsurance:Services 19660 10th ONTACT NAME: Robyn Catania CA LIC 4 OK48649 FAX ac�No_Ekq 360-626-9535 (ALC 360-626-9535 nDDREss: robyn:catania@assuredpartners.com Poulsbo WA 98370 INSURERS) AFFORDING COVERAGE NAIGp INSURER A:, Beazley Insurance Company. Inc 37540 'MSURED - SAGEPLA-01 Sagecrest.Planning+Environmental' 27,128 Paseo Espada Suite1524 :INSURER B: Travelers Property Casualty Company of America 25674 .INSURER C: MED EXP (Any one person) 1$5;000 San..J uam Capistrano,CA,92675 .. INSURER D: .INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:'1'05180366 REVISION NUMBER: THIS IS4TO;CERTIFY THAT THE'POLICIES'OF INSURANCE.LISTED BELOWkHAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD 'INDICATED: NOTWITHSTANDING'ANY=REQUIREMENT, TERM OR CONDITION'OF, ANV CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS _ _ _. _ bERTIFICATE�MAVBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED.BY THE.,POLICIES'DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADOTYPE OF INSURANCE` INSOI R POLICY NUMBER �MWDpIYEFF MMIPOLDD/YYY LIMITS R B X -.I COMMERCIAL GENERAL LIABILITY V Y 6805J742889. 6/1/2021 611/2022 EACH OCCURRENCE $2,000,000 CLAWS -MADE OCCUR PAMAGESIE. T 0, DAMAOES _RoNrfxD 151,000,000 MED EXP (Any one person) 1$5;000 PERSONAL B ADV INJURY 1$2,000,000 GEML AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 POLICY Fyl JET ❑ LOC PRODUCTS - COMP/OP AGG $4,000,000 S .OTHER:. B AUTOMOBILELIABILITY' Y Y BABR626254 6/1/2021 6/112022 COMBINED SINGLE LIMIT Ea accident) $1,000,000 BODILY INJURY (Per person) $ X ANY AUTO 1 OWNED AHUIRTEODS ONLY ❑I AUTOS ULED BOOILV INJURY (Per ac dent) $ PeoacciUen DAMAGE, $ AUTOS ONLY ;u�AUUTOS ONLY S UMBRELLA LIAR OCCUR EACH OCCU RRENCE IS AGGREGATE $ EXCESS LIAB -CLAIMS-MADE .DEC' RETENTION$ $ B WORKERSCOMPENSATION' ANDEMPLOYERS LIABILITY YIN ANYPROPRIETORIPARTNERIEXECUTIVE Y UB6J743745 6/1/2021 6/112022 X STATUTE 'EERH EL EACH ACCIOENT $ 1,000,000 OFFICE R/MEMBEREXCLUDED? ❑ NIA (Mandatory In NH) - E.L. DISEASE - EA EMPLOYEE $ 1,000,000 EL DISEASE -POLICY LIMIT $1,000',000 If yes describe under. DESCRIPTION OF OPERATIONS below A Professional Liab',Claims Made VIEEB6210401 - - - 6/1/2021 - 6/1/2022 �Pei`Claim Aggregate 2,000,000 4,000,000 DESCRIPTION OF OPERATIONS ILOCATIONS /VEHICLES (ACORD 101; Additional Remarks SCEatlule, may be adacbatl it more space is required) City of Seal. Beach,its directors, officials, officers, employees, agents and volunteers are Additional Insureds: per the attached. I, CERTIFICATE HOLDER CANCELLATION ACORD 25 (2016103) © 1988-2015 ACORD CORPORATION,. All rights reserved. The ACORD name. and logo are registered marks of ACORD .SHOULD ANYOF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE ,. _ _... THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City(ofSeal,Beach '21.11EIghth,Street Seal Beach CA,90740 RSETATIVE UTH RIZED RE RE N I ACORD 25 (2016103) © 1988-2015 ACORD CORPORATION,. All rights reserved. The ACORD name. and logo are registered marks of ACORD Name: Sagecrest Planning+ Environmental Policy#BA8R626254 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES'THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies, insurance"provided under the following; BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coyerage'for any njury,, damage or medical. expenses described in any,of the provisions. of [his endorsement;may, be excluded or limited;'by anotherendorsementto'the Coverage Part, and'Ithese coverage' broadening provisions domotuappjy-fo the extent that'; coverage is.excluded or limited bysuch-amendorsemerit. The following listing is a general cover agedescription only. Limitations and -exclusions mayapply to these, coverages. Read all the provisions of this en- dorsement`and the'rest of your policy carefully to determine rights,Auties, and what is and'is not covered. A. 'BROAD FORMWNAMED INSURED H. HIRED AUTO PHYSICAL DAMAGE.== LOSS OF B: BLANKETADDITIONAL;INSURED, C. 'EMPLOYEE HIRED AUTO D. EMPLOYEES AS INSURED E. SUPPLEMENTARY` PAYMENTS — INCREASED LIMITS F. .HIRED AUTO - LIMITED WORLDWIDE COV- ERAGE;-INDEMNITY BASIS G.; WAIVER OF DEDUCTIBLE,— GLASS PROVISIONS A. BROAD, FORM.NAMED.INSURED The'following is added to Paragraph,A:1., Who Is An Insured, of SECTION 11— COVERED AUTOS LIABILITY'; COVERAGE: Any organization you newly acquire or form dur- ing the policy period over which you maintain 50°/a or mare ownership interest and that is, not separately `insured for Business Auto Coverage. Coverage under this provision is afforded only un - III Lthe 180thrday after you acquire or form the or- ganization or the end of the policypericd, which- ever Is,earlier.. B.- BLANKET ADDITIONAL:INSURED' The following Is added to Paragraph' r. In; A.1:; Who Is An ln`sured, of SECTION_II -COVERED! AUTOS'LIABILITY COVERAGE; Any person or organizapon whois',required'under, or USE - INCREASED LIMIT I. PHYSICAL DAMAGE - TRANSPORTATION EXPENSES -'INCREASED LIMIT J. PERSONAL PROPERTY K. AIRBAGS L. NOTICE AND KNOWLEDGE OFACCI DENT OR LOSS M. BLANKET WAIVER OF SUBROGATION N: UNINTENTIONAL ERRORS OR OMISSIONS this Insurance applies and ;only to the>extent that person or organization"qualifies as an Insured" under°the=Who Is An Insured prowslon;contamed'. In;Section;ll;. C. EMPLOYEE'HIRED AUTO 1. The following ;is added to Paragraph A.1... Who Is An Insured, -of SECTION II — COV- ERED AUTOS;LIABILITY COVERAGE: An "employee" of yours; is an "insured" while operating an "auto" hired or rented under a contract or ;agreement` in an ' employee's" name• with°your permission, while performing duties related 4o the conduct' of your busi- ness. 2. The followirg replaces Paragraph b:'in B.S., Other. Insurance, of SECTION IV—'BUSI- NESS AUTO -CONDITIONS: b. For Hired Auto Physical Damage,Cover- age;,the following are deemed ;to' be:cov- ered "autos"you own: injury" OF(1) Any, covered "auto" .you lease, 'hire, _ in. effect rent or borrow; and an addi - - (2) Anycoyered "auto' hired oy_rented, by ed' Autos, your "employee" under a contract in ,.to which': an "employee's' name, with your CA T3 53 02' 15, m 2015:The Travelers Indemnity Company.: All rights reserved. Page 1. of 4, -Includescopyrighted material of Insurance services Office, Inc. with its permission. COMMERCIAL AUTO permission, while: performing duties (a) With respect to any claim made or "suit' .related to the conduct of your busi- brought outside the United States of ness. America, the territories and possessions However, any "auto" that is leased;, hired, of 'the United States of America, Puerto rented or borrowed with a driver is not a Rico and Canada: covered"auto". (i) You must arrange to defend the "in - b., -EMPLOYEES`'AS INSURED sured" against, and investigate or set- tle any such claim or "suit" and keep The"following'_is added to Paragraph A.1., Who Is us advised of all proceedings and ac An Insured, of SECTION II — COVERED•AUTOS tions. - WABILITYCOVERAGE: Any 'employee`ofyours is an "insured" while us- (ii)Neither you nor anyother involved any ng'a covered "auto"you don't owny hire or borrow "insured" will make settlement in your business or your personal affairs. without our consent. (iii) may, at our discretion, participate E: SUPPLEMENTARY PAYMENTS'-- INCREASED in defending the "insured" against; or in LIMITS n the settlement of, any claim or 1. The following replaces Paragraph Al.a.(2), "suit". of SECTION II — COVERED: AUTOS L_ IABIC+ (iv) We will reimburse the "insured" for ITY COVERAGE: sums that the "insured" legally must (2) Up to $3,000 for cost of bail bonds (in- pay as damages because of "bodily eluding bonds for related traffic law viola- injury" or "property damage" to which tions) "required 'because of, an "accident" this insurance applies, that the "in - we cover. We do not have to furnish sured" pays with our consent, but these bonds. only up to the limit described in Para - 2. The following replaces Paragraph A 2_a.(4). graph C., Limits Of Insurance, of of SECTION II -COVERED'-AUTOS LIABIL- SECTION II — COVERED AUTOS ITY'COVERAGE: LIABILITY COVERAGE. (4) All reasonable expenses incurred by the (v) We will reimburse the "insured" for "insured" at our request, including actual the reasonable expenses incurred loss of earnings up to $500 a, day be- with our consent for your investiga- cause of'time.off-from work. tion of such claims and your defense of the "insured" against any such F HIRED AUTO — LIMITED WORLDWIDE COV- "suit", but only up to and included ERAGE — INDEMNITY BASIS within the limit described in Para - The following replaces Subparagraph (5) in Para- graph C., Limits Off Insurance, of graph B.7:,, Policy Period, Coverage Territory; SECTION II — COVERED AUTOS of SECTION IV — BUSINESS AUTO CONDI- LIABILITY COVERAGE, and not in TIONS: addition to such limit. Our duty to make such payments ends when we (5) Anywhere in the world, except any country or have' used up the applicable limit of jurisdiction while any trade ,sanction, em- insurance in payments for damages, bargo, or similar regulation Imposed` by the settlements ordefense expenses. United States of America applies to and ,pro- hibits the transaction of business with or (b) This insurance is excess over any valid within such country or jurisdiction, for Cov- and collectible other insurance available ered Autos Liability Coverage for ariycovered to•the "insured" whether primary, excess, "auto" that lease, hire, rent or borrow, contingent or on any other basis. .you without a",driverfor a period of 30 days or less: (c) This insurance is not a substitute for re - and that is nonan "auto" you lease, hire, rent quired or compulsory insurance in any or borrow from any ofyour"employees", country Outside the United States, its ter - partners (if you are a partnership), members ritories and possessions, Puerto Rico and (if, you are a'limited liability :company) or Canada. members of their' households. Page,2 of 4` C 2015 The Travelers lndemnity,0omp26y. All rights reserved: CA T3 53 02 15 Includes copyrighted material of InsuranceservicesOffice, Inc. with; its permission. G. 2 Vou .agree to .maintain all required or compulsory insurance in any such coun-. try^up ci the minimum- limits required by local law. Your, failure to comply with compulsory insurance requirements will not invalidate the coverage afforded by this policy, but we will;:only''be:liable to the same extent we would have been liable. had you,complied with the compulsory in- surance requirements. (d) lt.is understood that we are(notan admit- ted or authorized 'insurer outside 'the A , United States of America, its territories. and possessions, Puerto Rico and, Can= ada. We assume no responsibility.forthe furnishing of certificates of`Insurance, or for compliance in any way with the, law_ s of other countries relating to insurance. WAIVER OF DEDUCTIBLE'— GLASS The following is added to Paragraph D.,'Deducti- bIC of L SECTION III — PHYSICAL DAMAGE COVERAGE: No deductible fora covered "auto" will apply to glass damage if the glass is repaired rather than replaced. HIRED AUTO PHYSICAL .DAMAGE — LOSS: OF USE- INCREASED LIMIT The 4ollowing replaces the last,:sentence of Para- graph A.4.b.,, Loss Of Use Expenses; of`SEC- TION III; PHYSICAL. DAMAGEZOVERAGE; However, the mostwe will pay ,forany expenses for loss of use is $65 -per day;,to a maximum of $750 for any one"accident". PHYSICAL DAMAGE — 'TRANSPORTATION EXPENSES'. -INCREASED LIMIT The following replaces the first sentence, in Para- graph A.4ial, Transportation Expenses, of SECTION'. III PHYSICAL DAMAGE COVER- AGE: We will payup-to $50 per day to a maximum of .$1.500, for temporary transportation expense in- curred by you because of the total theft of a cov- ered "auto" of the private passenger type. J. PERSONAL PROPERTY The following is added to Paragraph AA., Cover- age Extensions, of SECTION III — PHYSICAL DAMAGE'COVERAGE: Personal; Property We will pay`up to $400 for "loss" to wearing ap- parel and -.other personal property which is: (1) Owned by an "insured"; and COMMERCIAL AUTO (2) In or on,yourcovered "auto". This coverage applies only, in'the event of a total theft of your covered ' auto': No deductibles apply to this. Personal Property coverage. K. AIRBAGS The following, is added to Paragraph B:'3:, Exclu, sions, of SECTION' III PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does"not;apply to loss"ao one or moreairbags in a covered "auto" you awn that in- flate due to a cause.other.than a cause oV loss" set forth in Paragraphs A.1.b. and Af1.c., but only: a. If that auto'",is a covered, "auto" for Compre- hensive Coverageunderthis policy; b. The airbags are not _covered under any war- ranty; and c. The airbags were no_tintentionally inflated. We will pay up, to a maximum &41,000 for "any one "'loss" L. .NOTICE ANDXNOWLEDGE^OF ACCIDENT OR LOSS The following Is added, to Paragraph N2. of SECTION IV —BUSINESS^AUTO CONDITIONS: Your duty to give usor.ou r'authonzed representa- tive prompt notice of the "accident' or. "loss" ap- plies only wh"e'nthe 'laccident" or "loss" -is known to: (a) You.`(if you.are+an ircliviabal): (b) .A,partner(if yola,partnership); (c) A,member (if you are,,a limited liability com-. pany): (d) ,An executive officer,, director or ;insurance manager (if you are.a corporation or other, or- ganiiation);or (e) Any "employee" authorized by.you to give no- tice of -the "acciderif',or "loss M: BLANKET WAIVER46FiSUBROGATION. The following replaces Paragraph AS-, ; Tr`an'sfer Of Rights OfRecovery Against Others To Us, of SECTION' IV — BUSINESS AUTO CONDI TIONS : 5. Transfer' :Of;; Rights :Of RecoJery,.Agamst Others To'Us1 We_waiv'e;any, right of recovery=we.may have against;anype-rson-or orgamiation'to the ex--' tent ;required' of ;you .DX a written contract signed and ;ex'ecuted :prior to any -a 6:4 ofloss' provided that'the accident' or los,""s arises out '6V operations contemplated, 6y' CAT3 53 02 15 © 2016The.Travelers Indemnity Company. All rights reserved. Page 3'of 4 Includes copyngnted'material of Insurance' services Office, Inc. wth its permission. COMMERCIAL AUTO such contract Tl a warverapples only3o;the person Tor organiiapon designated in__such contract?. N. 'UNINTENTIONAL:ERRORS, OR OMISSIONS 'The following is added to Paragraph 13,2., C_on- cealment Misrepresentation;, ,Or Fraud; of SECTI6N1V— BUSINESS"AUTO CONDITIONS: The unintentional omission of, or unintentional error in, any information given by you shall not prejudice your rights under this insurance. How- ever this provision does not affect our right to col- lect additional premium or exercise our right of cancellation or non -renewal. Page 4 of 4 0 2015 The Travelemindernnity, Compa ny: All rights reserved . CA T3 53 02 15 Includes copyrighted material of Insurance services'ONice, Inc. with its permission. _ TRAVELERS WORKERS COMPENSATION ANO ONE TOWERSQUARE EMPLOYERSItABILITY POLICY _..._.._. _ - 'HARTFORD' CT 06183 ENDORSEMENT WC 99 03,76 ( A) - 001 POLICY'NUMBER: UB -.5x743745 -21-47-G WAIVER, OF OUR RIGHT'TO,RECOVER`FROM OTHERS ENDORSEMENT- CALIFORNIA (BLANKET WAIVER) We have the right to recover.ourpayments from anyone liable foran injurycovered by this policy. We�will not enforce our right against the person or organization namediin the Schedule- The additional premium for this endorsement shall be 2.00 %m of the California workers' compensation pre- mium. Person or Organization ANY PERSON OR ORGANIZATION. FOR WHICH THE INSURED. HASI`AGREED. BY WRITTEN CONTRACT,EXECUTED PRIOR TO LOSS TO FURNISH THIS' WAIVER., Schedule ARCHITECTS Job Description This endorsement changes the policy to which'it,is attached and is effective on ihe,date issued unless otherwise' stated. (The information below is required only, when this endorsement is issued "subsequent to. preparation of the policy:), Endorsement. Effective Policy No. Endorsement'No. Insured - Premium Insurance' Company Countersigned by DATE OF'ISSUE`. 03-19-21 ST ASSIGN: Page '1, of, 1 Name: Sagecrest Planning+Environmental LLC Policy tt: 6805J742889 COMMERCIAL GENERAL LIABILITY THIS'ENDORSEMENT'CHANGES `THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (ARCHITECTS; ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following COMMERCIAL GENERAL LIABILITY COVERAGE PART (j) The "bodily injury" or "property damage" for 1. The following isadded to SECTION 11'- WHO IS In. This insurance .does not apply to "bodily AN.INSURED: injury" or "property damage" caused by "your Any person or organization that, you agree in a work" and included in the "products - 'written contract' requiring Insurance toIinclude as completedoperations hazard" unless the an additionalinsured on this Coverage Part, but: "written contract requiring insurance" exceed the limits of liability required. by. the .specifically requires you to provide such a. Only with respect to liability for. "bodily injury", coverage for that additional insured, and then ..property, damage" or"personal injury" and the .insurance provided to the additional b. If, and only to the extent that, the injury or insured applies only to such "bodily injury" or damage is caused by actsor omissions of "property damage" that occurs before the end you, or your subcontractor iri performance of the period of time for which the "written of""your work" to which the; "written contract contract requiring insurance" requires you to requiring insurance" applies, or, In connection provide such coverage or the end of the with premises,owned by or rented to you. policyperiod, whichever is earlier.. The person: or organization doesr.not qualify as an additional insured: c. With respectto the independent acts or omissions of such personor organization; or J. For "bodily .injury"; "property damage" or "personal injury" for which such person or organization has assumed liability in a contractor agreement. The insurance provided,to'such additional insured is limited as follows: e. This insurance does not,applyon any basis to any person or organization for .which' coverage as an additional' insured,: specifically is added by another endorsement to this Coverage Part, 2: The .following is added to Paragraph 4.a. of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: They insurance provided to the additional insured is. excess 'over any valid and collectible other insurance; whether primary, excess, contingent or on ;any other basis, that is available to the additional insured for a loss we cover'However, if you specifically agree in the "written contract requiring insurance" that this insurance provided to the additional 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 available to the additional insured which covers that person or organizations as a narried' insured for such loss, and we will not share with the other insurance, provided that: If. This .insurance does. not apply to the (j) The "bodily injury" or "property damage" for rendering of or failure to render ,any which coverage is sought occurs; and ..professional services". (2) The "personal injury" for which coverage is g. In the event that the Limits of Insurance of the sought arises out of an offense committed; Coverage Part shown in the Declarations exceed the limits of liability required. by. the after you have signed that "written contract written contract requiring Insurance"., the, requiring insurance". But this insurance provided '-.-a='nce pro�J' ided to the additional in"sured Insur to the additional insured still is excess over valid - - -- -. - shall be limited to the limits of llabl6tyrequired and collectible other insurance, whether primary, by'that'"written contract requiring insurance". excess, contingent or on any other basis, that is This endorsement does not increase the available. to the additional insured when that limits of insurance described in Section III'— person or organization is an additional insured Limits Of Insurance. under any other insurance. CG D3 81 09 15 ® 2015 The Travelers Indemnity Company., All rights reserved. Page 1 of.2 Includes the copyrighted material of Insurance services Office, Ino, with its permission COMMERCIAL GENERAL LIABILITY 3. The following is added to,Paragraph. 8., Transfer Of Rights Of Recovery Against Others' -To Us. of SECTION IV'— COMMERCIALS GENERAL LIABILITY eOND I TI ONS.' We waive any right. of .recovery we may have against any, person^ or organization because of payments we make`for 'bodily ,injury", "property damage" or "personal injury" arising out of.,.., your work"'performed'.by you, or-on.your behalf, done` under,a "writtencontract. requiring insurance" with that person or organization. We waive this right. only where you have agreed to do so as part of the "written contract requiring insurance" with such person or organization signed by you before,- and In effect when, the "bodily injury" or "property damage" occurs, onthe "personal injury" offense is committed - 4. Thefollowing definition is added to the DEFINITIONS. Section "Written contract+requiring insurances' means that part of any written contract".under whlcn you are required to Include"a_ person'orp_rganlzation�as an additional, insured on this Coverage Part, provided that the, "bodily..injuryand "property damage" occurs and the `personal injury" is.. causedby an`offense committed: a. After you have sjgned.thatwrittemcontract; b. While that pare of the written contract isl in effect; and c. Before the end of the policy period. -Page .2.of 2 ® 2015 The Travelers Indemnity Company. All rights. reserved. CG D3 81 09 15 Includes the copyrighted 'material of Insurance'Services Office, _lnc., with its permission POLICY NUMBER`.'BA-8R626254-21-47-G ISSUE DATE: 02-01-21 THIS ENDORSEMENT CHANGIESrTHE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED PERSON OR ORGANIZATION - NOTICE OF CANCELLATION OR NONRENEWAL PROVIDED BY US This endorsementomodifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN'THIS POLICY SCHEDULE CANCELLATION: Number of Days Notice: WHEN.WE,.DO NOT RENEW (Nonrenewal): Number of Days Notice: PERSON OR ORGANIZATION: CITY OF SEAL BEACH ADDRESS: 211 EIGHTH. STREET SEAL BEACH CA 90740 PROVISIONS A. 'If we cancel this policy for any legally permitted, reason other'than `nonpayment of premium, .and a number of days is shown for Cancellation in the Schedule above, we will. 'mailnotice of cancellation to the person, or organization shown in such Schedule. We will mail such notice to the address shown"in the Schedule above'at leas_ t.the number of days shown for Cancellation in such Schedule before the effective date of cancellation. 30 30 B. If we do not renew this policy for any legally permitted reason other than nonpayment of premium, and a number of days is shown for When We Do Not Renew (Nonrenewal) in the Schedule above, we will mail notice of nonrenewal to the person or organization shown in -such Schedule. We will mail such notice to the address shown in the Schedule above at least the number of days shown. for When We Do Not Renew (Nonrenewal) in such Schedule before the effective date of nonrenewal. IL T4 00 05'19 © 2019 The Travelers Indemnity Company., All rights reserved. Page 1 of 1 POLICY NUMBER: 680-55742889-20-47 ISSUE DATE: 02/01/2021 THIS ENDORSEMENT CHANGES THE POLICY: PLEASE READ IT CAREFULLY. DESIGNATED_ ENTITY NOTICE, OF CANCELLATION/ NONREN. EWAL PROVIDED BY US This, endorsement modifies'insurance-provided under the following: ALL COVERAGE:PARTS INCLUDED IN THIS POLICY CANCELLATION: NONRENEWAL: PERSON OR ORGANIZATION: CITY OF SEAL BEACH ADDRESS: 211 EIGHTH STREET SEAL BEACH CA 90740 PROVISIONS: SCHEDULE Numberof Days Notice •of Cancellation: 30 Numberrof. Days�Notice of Nonrenewal: 30 A. If we cancellthis policy for anystatutorily permit- ted reason other than nonpayment of premium, and a number of is shown; for cancellation in the schedule above, we will mail notice of cancel- lation to the person or organization shown in the schedule above. We will mail such notice'to the address snown,in the schedule above at least the number',of days shown for cancellation in the schedule. above before the effective date of can- cellation. B. If we decide `to not renew this policy for any statu- torily permitted reason, ,and.i numberof days is. shown jpir nonrenewal in the schedule above, we'. will mail notice of the^nonrenewal iotfie'persomor organization :shown in the schedule .above. ,We Will mail such notice to the address shown in the schedule above, at `least the' number, o'f aays 'shown for nonrenewal in the schedule above°be= fore the expiration date. IL T4 00'12 09 '©2009 The: Travelers Indemnity Company Page 1 of 1 WORKERS COMPENSATION TRAVELERS J AND CNETovreR sQuaxE EMPLOYERS LIABILITY POLICY xagTFDxD cT 06163 ENDORSEMENT WC 99 06 R3 (00) - oo6 POLICY NUMBER:UB-5J743745-20-47-G NOTICE OF CANCELLATION TO DESIGNATED PERSONS' OR ORGANIZATIONS The following',is added to PART SIX —'CONDITIONS : Notice Of Cancellation' To Designated Persons Or Organizations If we cancel this,policy for any reason other`•than snon-payment, of premium by you, we will provide notice of such cancellation to ;each person or organization designated in the Schedule below. We will mail or deliver such notice to each person or organization at Its listed address at least the number of days shown for that person or organiza- tion4before the cancellation.is to take effect. You are responsible for providingus•with the information necessary to accurately complete the Schedule below. If we cannotmail or delivery notice of-cancellation'to a, designated person or organization because the name or address of,such designated person or organization provided, to us is not accurate or complete, we have no responsibility to mail, deliver or btherwise,notifysuch designated' person or organization of the cancellation. SCHEDULE Name and Address of Designated Persons or Organizations: CITY OF SEAL BEACH 211 EIGHTH STREET .SEAL BEACH CA 90740 All other terms and conditions of this policy remain unchanged. Number of Days Notice 30 This endorsement'changes the policy to which it is attached and is, effective on the date issued unless otherwise stated„ (Theinformation below is,required only when this endorsement is issued subsequent to preparation of the policy:) Endorsement Effective Insured Insurance Company Policy No. Countersigned by Endorsement No. Premium $ DATE OF ISSUE:. 02-01-21 ST ASSIGN: Page 1 of 1 .©.2013 The Travelers, odemnity Company.. All rights reserved. PROFESSIONAL SERVICES AGREEMENT for Temporary Planning Staff Services between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 Sagecrest Planning + Environmental 2400 E. Katella Ave., Suite 800 Anaheim, CA 92806 714-783-1863 This Professional Service Agreement ("the Agreement") is made as of February 5, 2021 (the "Effective Date"), by and between Sagecrest Planning + Environmental ("Consultant"), a California Corporation, and the City of Seal Beach ("City"), a California charter city, (collectively, "the Parties"). 2305080v3 [11/2019 rev.] RECITALS A. City desires certain professional 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 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 "Scope of Services" 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. 2of18 1.5. Consultant will not be compensated for any work performed not specked 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 February 5, 2021 and shall remain in full force and effect until 11:59 p.m. on February 5, 2022, 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 the Services but in no event will the City pay more than the total not -to -exceed amount of $30,000.00 (thirty thousand dollars) for the Original Term. 3.2. 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. Any additional work authorized by the City Council pursuant to this Section will be compensated in accordance with the fee schedule set forth in Exhibit A. 4.0 Method of Payment 4.1. 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, timecards, cost control sheets and other records maintained by Consultant in connection with this Agreement. City's rights 3of18 under this Section 4.2 shall survive for three (3) years following the termination of this Agreement. 6.0 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. Amy Vazquez is the Consultant's primary representative for purposes of this Agreement. Amy Vazquez 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: Sagecrest Planning + Environmental 2400 E. Katella Ave., Suite 800 Anaheim, California 92806 Attn: Amy Vazquez, President 7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 4of18 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. 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 5of18 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 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 6of18 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. 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, timecards, 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. 7of18 14.0 Safety Requirements All work performed under this Agreement shall be performed in such a manner as to provide safety to the public and to meet or exceed the safety standards outlined by CAL OSHA. The City may issue restraint or cease and desist orders to Consultant when unsafe or harmful acts are observed or reported relative to the performance of the Services. Consultant shall maintain the work sites free of hazards to persons and property resulting from its operations. Consultant shall immediately report to the City any hazardous condition noted by Contractor. 15.0 Insurance 15.1. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that Consultant has secured all insurance required under this Section. Consultant shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf and shall be on forms provided by the City if requested. All certificates and endorsements shall be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 15.2. Consultant shall, at its expense, procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); (3) Workers' Compensation and Employer's Liability coverages; and (4) if required by the City, Professional Liability coverage (or Errors and Omissions coverage). Consultant shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; (3) Workers' Compensation in the amount required by law and Employer's Liability: $1,000,000 per accident and in the aggregate for bodily injury or disease; and (4) Professional Liability (or Errors and Omissions Liability, as appropriate): $1,000,000 per claim/aggregate, and 8 of 18 if a "claims made" policy is provided, then the policy shall be endorsed to provide an extended reporting period of not less than three years. 15.3. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to state: (1) coverage shall not be suspended, voided, reduced or canceled except after 30 days prior written notice by certified mail, return receipt requested, has been given to the City; (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, (3) coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage and that any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it; (4) for general liability insurance, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the services or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (5) for automobile liability, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible. 15.4. All insurance required by this Section shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents, and volunteers. 15.5. Any deductibles or self-insured retentions shall be declared to and approved by the City. Consultant guarantees that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its directors, officials, officers, employees, agents, and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 16.0 Indemnification, Hold Harmless, and Duty to Defend Consultant and the City agree that the City, its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively "Indemnitees" in this Section 16.0) should, to the fullest extent permitted by law, be fully protected from any loss, injury, damage, claim, liability, lawsuit, cost, expense, attorneys' fees, litigation costs, defense costs, court costs and/or any other cost arising out of or in any way related to the performance of this Agreement. Accordingly, the provisions of this indemnity provision are intended by the Parties to be interpreted and construed to provide the fullest protection possible under the law to the City and all other Indemnitees. Consultant acknowledges that the City would not have entered into this Agreement in the absence of the commitment of Consultant to indemnify and protect the City and the other Indemnitees, as set forth in this Agreement. 16.1. Indemnity for Professional Services. To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, defend, indemnify and hold harmless the City, its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively "Indemnitees" in this Section 16.0), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, liens, and losses of any nature whatsoever, including fees of accountants and other professionals, and all costs associated therewith, and reimbursement of attorneys' fees and costs of defense (collectively "Claims"), whether actual, alleged or threatened, which arise out of, pertain to, or relate to, in whole or in part, the negligence, recklessness or willful misconduct of Consultant, and/or its officers, agents, servants, employees, subcontractors, contractors or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of professional services under this Agreement. Consultant shall defend the Indemnitees in any action or actions filed in connection with any Claims with counsel of the Indemnitees' choice, and shall pay all costs and expenses, including all attorneys' fees and experts' costs actually incurred in connection with such defense. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by the Indemnitees in connection therewith. 16.2. Other Indemnitees. Other than in the performance of professional services, and to the fullest extent permitted by law, Consultant shall, at its sole cost and expense, protect, defend, hold harmless and indemnify the Indemnitees from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, liens and losses of any nature whatsoever, including fees of accountants, attorneys and other professionals, and all costs associated therewith, and the payment of all consequential damages (collectively "Damages"), in law or equity, whether actual, alleged or threatened, which arise out of, pertain to, or relate to the acts or omissions of Consultant, its officers, agents, servants, employees, subcontractors, materialmen, suppliers, or contractors, or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence, except for Damages arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. Consultant shall 10 of 18 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 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. 11 of 18 18.0 Labor Certification By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 19.0 Prevailing Wage and Payroll Records If this Agreement calls for services that, in whole or in part, constitute "public works" as defined in the California Labor Code, then Consultant shall comply in all respects with all applicable provisions of the California Labor Code, including those set forth in Exhibit B, attached hereto and incorporated by reference herein. 20.0 Entire Agreement This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both Parties. 21.0 Severability The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement. 22.0 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of California. 23.0 No Third Party Rights No third party shall be deemed to have any rights hereunder against either party as a result of this Agreement. 24.0 Waiver No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise. 25.0 Prohibited Interests; Conflict of Interest 12 of 18 25.1. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant "financially interested" (as provided in California Government Code §§ 1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained. 25.2. Consultant further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Nor has Consultant paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift. 25.3. Consultant warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, non - contractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in this subsection 26.0 Attorneys' Fees If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party all of its attorneys' fees and other costs incurred in connection therewith. 27.0 Exhibits 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 13 of 18 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. IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. CITY OF SEAL BEACH 0 CONSULTANT: Sagecrest Planning + n ."A A ^ _ . _ Environmental, a California Corporation �17 `''Jill R. Ingram, City MarkQbr By v _ Amy Vaoiez,esit t st:.(Please note, two signatures required ..: ; corP orations Pursuant to Calif Approved r s � , orporations Code Section 313 from � ach of the following categories: (i) the D. Har ,, chairperson of the board, the president ' .ul ' ` or any vice president, and (ii) the secretary, any assistant secretary, the F chief financial officer or any assistant treasurer of such corporation.) A. Steele, City Attorney 14 of 18 r;40R 44J 3 2020 EXHIBIT A Consultant's Proposal 15 of 18 ■ ■ ■ SAGECREST planning+environmental On -Call Planning Proposal City of Seal :each Amy',Vazquez; President " "" - -- _. j714) 783-1863x 705 Anaheim {A.92806 'avazquez@sagecrestplanning:com www cavarra<tnInnninarnm ism .. ago SAG/EC RRE\ST planning+environmentaI January 22, 2021 Les Johnson, Director Department.of Community Development 211 Eighth Street Seal Beach, CA 90740 Subject: PROPOSAL FOR ON-CALL PLANNING SERVICES Mr. Johnson: Thank you for the opportunity to submit a proposal to the City of Seal Beach for on-call planning services. The team at Sagecrest Planning+Environmental,,(Sagecrest) provides planning and environmental review services to local jurisdictions throughout California. Our planners have expertise in discretionary case processing, preparation and review of zoning codes, specific plans, general plans, and other planning documents, code compliance, project management, and environmental analysis, documentation, and review. Our planners have all worked in various positions as planning staff for local jurisdictions, coordinating interdepartmental review of projects and providing peer review services to applicants. Sagecrest delivers the highest level of service with proactive solutions, ongoing communication, and dependable coordination. We adapt our services to the:City's needs and complement its in-house resources as an extension of City staff. Our planners are trained on the latest planning, zoning and environmental legislation and case law and are adept at using public counter permit tracking' and GIS systems. Sagecrest is a local Southern California-based firm with corporate offices in Anaheim. Our clients are located in Orange, San Diego, Riverside, San Bernardino and Los Angeles Counties, which allows us to be accessible to our clients ata moment's notice. Weare accustomed to being proactive and anticipating the needs of our clients and recommending practical solutions to complex planning issues. In addition, due to our efficient structure, we'are competitive on price while adhering to stringent budgets and schedules. Sagecrest looks forward to your favorable review of our firm's proposal. For additional information or to further discuss our qualifications, please contact me directly at the phone numbers or email below. Sincerely, v16 Amy Vazquez, President Office: (714) 783-1863 x705 Mobile: (714) 914-5605 E-mail: avazquez@sagecrestplanning.com 2400 E. Katella Ave. • Suite 800 • Anaheim; CA 92806 City of Seal Beach On -Call Planning SAGECREST plan ning +environmental Firm Background and. Relevant. Experience Sagecrest is an award winning, full service, professional planning firm providing on-call planning, land use, and environmental, consulting to public agencies,throughout California. The American Planning Association (APA) recently awarded Sagecrest the 2018 Emerging Planning& Design Firm bythe Orange Section and the 2019 Grassroots Initiative Award by the CA State Chapter and the Orange Section. With considerable experience in Southern California, the Sagecrest team has strong working relationships with key staff,,applicants and, public officials. Our mission is to provide outstanding service at competitive rates to the clients and communities we serve while adding value and making a positive impression with each'assignment. Because of our extensive experience and focus on providing planning staff to publicagencies, Sagecrest'is uniquely qualified to deliver high-quality on-call services. We have assembled anexceptional team of experienced planners. Our staff has professional planning experience in.fhe public sector, giving them a_unique and thorough understanding of the processes and;the challenges faced by;planning departments. Weemploy highly qualified and experienced professionals whose skills, qualifications and previous responsibilities are a strong match to the needs of the City of Seal Beach. We ensure this high level of quality by employing the following practices: • City contract managers interview proposed staff before they are assigned. • Our planners have experience working for public agencies prior to working with us, allowing them to integrate seamlessly into department operations. • We know that'our reputation is our most valuable asset. With that in mind, we do not overcommit our staff and only accept work that our staff has the qualifications to perform. • Our staff maintains ongoing, professional development and we provide extensive training in projectmanagement, land use.law, California Environmental Quality Act (CEQA), writing and public presentation skills. • We are based in Anaheim, maintain regular office hours, and are accessible as needed. • We reliably meet departmental standards, including: deadlines, quality of work products, courtesy and accessibility, accuracy of reports and information given to the public, and responsiveness. • We ensure we have a clear understanding' of expectations and maintain consistent communication with our clients. • We are committed to providing services that are cost effective while maintaining high standards of quality and productivity. SagecresVs>management team.has over 50 years of combined experience in a broad range of land use planning and development activities, with a specific focus on CEQA/NEPA compliance. In addition to this experience as environmental professionals, the Sagecrest team has extensive experience as municipal agency.staff, which glves,us insight,int&the interdisciplinary coordination required to deliverthe environmental review for the'Proposed Project that other private consulting firms may not have. Sagecrest is uniquely�positloned to integratethe project management of the environmental review process with the Applicant, their architect, civil engineer, technical consultants, and City staff. One of our unique strengths is`the ability to understand the project delivery process from inception to complefiom. Page 1 2 A:: � City of Seal Beach °%�L_�' On -Calf Planning SAGECREST planning+environmental Experience The, following is a summary of the.relevant•projects and tasks completed in the last five years by Sagecrest'and the former Environmental Advisors: • Provided on-call planning services to over 35 Southern Californiacities • Drafted;specific plans and zoning code ordinances • Facilitated several community and public outreach meetings • Drafted several CEQA streamlining checklists, Initial Studies, (Mitigated) Negative Declarations, EIRs, Mitigation Monitoring and Reporting Programs, and all required CEQA notices. • Coordinated the project teams of architects, civil engineers, and technical specialists • Completed land d development applications and manage the iterative review process with City staff • Negotiated development.agreements on behalf of city clients Current Clients/Projects Term Agen /Client TYPe c � Project,Descngtion � Eontract Co_nta_ct On -Call Steve Franks On-call a August 2017- City of Villa Planning (714) 998.1500 planning r and Manager Planning manager Park Building sfranks@vlllapark.org g present Senior plan check services Services March On -Call Omar Dadabnoy 2019 -Planning City of Aliso 949-9252500 On-call planning services present Viejo Services Odadabhoy@AVCity.org September On -Call Jennifer Le 2017- City: of Costa Planning 714-754-5617 On-call planning services present Mesa Services Jennifer.le@costamesaca.gov MarchCity On -Call Aldo Schindler 2019- of Planning 714-331-1009 On-call planning services present Downey Services aldo-Schindler@sbcglobal.net City of On -Call' Ken Robertson June 2019- Hermosa Planning 310-318-0242 On-call planning services present Beach. Services krobertson@hermosabch.org November On -Call Pechous, Jim 2017 -June. f Laguna Planning (949).497=3311 On-call planning services 2019 Beach Beach Services jpechous@lagunabeachcity.net August. City of Lake; On Call Gayle Ackerman 2017 Planning 949-461-3463 On-call planning services present Forest Services Gackerman@lakeforestca.gov August City -of On -Call Jim Campbell On-call entitlement 2017- Newport, Planning 949,644.3210 processing service at the present Beach Services . ampbell@newportbeachca.gov Senior Planner level Jonathan Borrego, AICP February City of On -Call Development Services Director 2019- Planning On-call planning services Oceanside jborrego@cLoceanside.ca.us present Services 760-435-4373 Page 1 3 City of, Seal Beach On -Call Planning SAGECREST pia nning+environmental Term Agency/Client Typ of� P.rojeCt,DeScription Contract Contact Mary Kopaskie-Brown, City August City of On -Call Planner 2019- Planning (951) 826-5108 On-call planning:..services present Riverside Services mkopaskie-brown @riversideca.gov On -Call Wayne Morrell July 2017- City of Santa Planning (562) 868-0511 On-call planningservices present Fe Springs wmorrell@santafesprings.org Services March Cityto On -Call Jarad Hildenbrand 2019- Planning 714-379-9222 On-call planning:.services present Stanton Services 1Hildenbrand@ci.stanton.ca.us September City of On -Call Zoning Matt Foulkes planningservice of a 2017- Fullerton Administrator 714-738-6878On-call Zoning Administrator present Services MFoulkes@cityoffullerton.com August City of Yorba Planning Nate Farnsworth Minutes clerk for Planning 2017- Linda Services, 714-961-7131 Commission hearings present Minutes Clerk nfarnsworth@yorbalindaca.gov William Crouch Minutes clerk for Planning Septe September SepteCity Planning (714) 744-7220 Commission hearings and 2018- of Orange Services, cdinfo@cityoforange.org Design Review Committee present Minutes Clerk <cdinfo@cityoforange.org>; I meetings Page 14 :: City of Seal Beach 1 On -Call Planning SAGECREST pla nr ing+environmenial Work Plan and Approach Sagecrest's unique approach to bestperform on-call planning services, including representative tasks as appropriate for the class title assigned, is described below: 1. Review, analyze and process Sagecrest provides entitlement processing services for discretionary cases consistent development applications and management of City -initiated with City codes, policies and projects that may require general plan amendments, specific standards. Utilize City plans, reclassifications, Conditional Use Permits, subdivision maps, electronic and paper files to variances, design review, annexations, and other discretionary and research previous and/or administrative actions. Sagecrest planners are skilled project related cases. managers;who provide excellent customer service to the applicant and the City. We guide the applicant through the entitlement process, timelines, technical studies, interdepartmental comments, revisions to the application, and the review and approval process. Team members utilize the City's historical files, Geographic Information Systems, permit tracking software, and zoning code to respond to inquiries at the public counter and to research entitlements. 2. Prepare environmental Sagecrest planners are well versed in current environmental law analysis, including, but not and preparing CEQA documents for discretionary projects or City - limited to, Initial Studies and initiated plans and programs. The Sagecrest team includes Negative Declarations, as planners who can prepare streamlining checklists, Initial Studies, required by the California (Mitigated) Negative Declarations, EIRs, Mitigation Monitoring and Environmental Quality Act Reporting Programs, and all required CEQA notices. Sagecrest (CEQA). planners have also managed CEQA consultant teams. We have reviewed and commented on numerous CEQA documents from outside: agencies to ensure the City's comments and concerns are represented. 3. Route plans to City Sagecrest planners are:ezperienced project managers. Entitlement departments;; consolidate ease processing generally entails routing plans to various City comments; =and�piesent departments; consolidating comments; resolving internal recommendations and inconsistencies; and presenting recommendations and revisions to revisions to the applicant. the applicant. Once the application is complete, our planners will Woirk';withlother departments write clear, concise, and accurate staff reports and manage the to ensure`consistency of project through public outreach, reviews and approvals by staff, comments. Prepare staff Planning Commission, any other required approval body, and the reports and presentations to City Council. citizen committees.and decision-making Bodies. Page 1 5 e• e�• e SAGECREST planning+envi ronmentol 4. Maintain communication with applicants, interested parties, property owners, homeowner associations, etc. Respond to inquiries about projects from residents and applicants. City of Seal Beach On -Call Planning Sagecrest takespride in our communication and customer service with applicants, interested parties, property owners, homeowner associations, various governmental agencies, and other City 'departments. Our planners quickly learn the frequently asked questions (i.e. business license, special events, building inspection requests, etc.) and provide "one-stop shopping" at the public counter. Prepare notices for public Sagecrest understands the importance of preparing timely, clear, meetings and hearings in concise and accurate public notices. We are experienced in accordance with City and preparing publications for the newspaper, posting on;and/or near CEQA requirements. the project site and mailing notices to interested parties who may be affected.by a proposed action. 6. Attend community meetings Sagecrest planners have solid presentation skills and have and public hearings, as presented entitlement applications and reports to city councils, required, and present reports commissions; and community groups. We are often commended to various Boards, for the ability our staff has to take complex issues and present Commissions, and the City them in away that is clear and concise. We are passionate about Council. working with stakeholders to communicate the direction of the is: maintained throughout the life of each project. We understand City early in the process so they understand what the'goals are the importance to applicants of maintaining established timelines. and how to be a part of the ultimate solution. 7. Manage the project schedule We proactively manage our caseload to ensure that all projects in accordance with the City's stay on schedule and in accordance with the City's adopted adopted timelines. timelines. We coordinate with various City departments for comments,and build relationships with department representatives to ensure good communication and coordination is: maintained throughout the life of each project. We understand the importance to applicants of maintaining established timelines. 8. Open;, maintain, and close Proper records management and organization is crucial. Our electronic.and paper files in planners have all worked for public agencies and understand the accordance with City importance of working diligently to maintain the public record, procedures. proper publications, filing; indexing, and safekeeping of all proceedings of the Planning Commission and City Council. We work with the City Clerk to ensure the public record is kept permanently and is set up for efficient retrieval. 9. Review grading and building Plan checking is completed in accordance with conditions of plans for consistency with approval associated with each discretionary approval and discretionary approvals,and applicable codes; ordinances and standards adopted by the City. environmental mitigation, if applicable. Page 1 6 ]a . a \-1 SAGECREST planning+envi ronmenfal City of Seal Beach On -Call Planning 10. Provide staff at the public Our team members are skilled at reviewing a City's historical files, information counter. zoning map, zoning code and other data and files to respond to inquiries.atthe public counter. Our planners are well versed in determining when a project is ready for plan submittal. We quickly learn the frequently asked questions (i.e. business license, special events, building inspection request, etc.) that are typical to customers visiting City Hall to provide as much assistance as possible and help provide "one-stop shopping" for questions and needs. We take pride in our exceptional customer service skills. Page 1 7 City of Seal Beach a• On -Call Planning SAGECREST planning+environmental Key Team Member Summary The Sagecrest team is comprised of a diverse group of planners and professionals with expertise in urban planning and design, environmental planning, public policy, and project management! Our team recognized for the collaborative and insightful approach that results in high quality work and proven results. Sagecrest.has'served local public agencies on development projects in communities across Southern:.California in San Diego, Orange, Riverside, San Bernardino, and Los Angeles Counties. Our executive team manages over W employees on the following teams: Planning Consulting Team assists municipal governments with project management, research, policy analysis, land useiand development regulations, development agreement negotiations, and updates and amendments to General Plans, Specific Plans, Zoning Codes, and related planning documents. Environmental Services Team has extensive experience as municipal agency staff, which gives us insight into,the interdisciplinary coordination, required to deliver environmental review that other consulting firms may nothave'. Sagecrest is uniquely'positioned to integrate thIe project management.of the environmental review process with the Applicant, their architect, civil engineer, technical consultants,:and City staff. Sagecrest has a strong working relationship with professionals from a wide range of technical disciplines that comprise our subconsultant team. Sagecrest is qualified to prepare CEQA documents, including initial studies, exemptions, negative declarations, mitigated negative declarations, environmental impact reports, _associated technical studies, i.e. air quality, biology, cultural resources, noise and all related notices and filings. CEQATechnica/SubconsultantTeam offers industry experts in their respective fields to prepare and peer review technical studies: Vista Environmental (Air Quality & Greenhouse Gas Impacts, Health:Risk Assessments, Energy and Noise Impact Analysis); Osborne Biological Consulting (Biological Resources); Cogstor e_Resource.Management, Inc, (Cultural Resources); LiI nscott, Law, & Greenspan,'Engineers (Traffic Impact Analysis and Parking Studies) and Partner Engineering (Environmental Site Assessments). Page 1 �8 v• SAGECREST plan n ing+onvi ronmental Executive Team AMY VAZQUEZ, PRESIDENT City of Seal Beach Cin -Call Planning Amy has been a professional planner since 1999 and is the Co - Founder and President of Sagecrest Planning+Environmental- an award winning, full service, professional planning firm providing planning, land use and environmental consulting services to public agencies throughout California. She is a practiced planner who has experience successfully managing large and controversial planning projects for the Cities of Anaheim and San Clemente: Amy is also the Section Director for the Orange Section of the American Planning Association and has been an active board 'member for nearly decade. CHRISTINE SAUNDERS, DIRECTOR, ENVIRONMENTAL SERVICES Christine Saunders has worked as an urban and environmental planner since 2000. Saunders is responsible ;for overall environmental project management, organization of technical experts, and document writing. She focused most of tier career in the public sector managing the land use development permit process, including compliance with CEQA and other applicable plans, policies, programs, regulations, and laws. She has extensive experience preparing and reviewing CEQA documents for development and capital improvement projects. Saunders' strength is in providing clear, concise, internally, consistent, accurate, ,and legally defensible CEQA documents that translate technical, jargon into a document that speaks to the non- professional in one voice. Saunders earned a Bachelor of Arts degree in Urban Studies with an emphasis in Public Administration from Sam Diego State University. She is the Section Director for the Inland Empire Section of the American Planning Association. Page 1 9 SAGECREST pla an ing+envi ran mental Proposed Proiect Manager BARRY CURTIS, AICP, SENIOR PROJECT MANAGER City of Seal Beach On -Call Planning Barry Curtis, AICP, most recently served as the Director of Economic and Development Services for the City of Costa Mesa before his retirement in August 2020. In that capacity, he worked with a great team in overseeing the City's Planning, Building Safety, Community Improvement, Housing and Community Development and Economic Development divisions. Prior to working for Orange County's "'Capital of Cool," Barry worked for 19 years for the City of Irvine where he managed the city's advance planning, transportation planning and park planning divisions, as well as the current planning divisions charged with entitlement of the Orange County Great Park and the private Great Park Neighborhoods development. Prior to his tenure in Irvine, Barry served -the City of Seal Beach for 16 years. During his 30 -plus -.year career as a professional planner,' Barry has been involved in virtually every field of municipal planning and redevelopment and he continues to,seek new challenges and opportunities to improve communities across Orange County. Page 110 e• ea.^ SAGECREST plan n i ng+environmental Fee Schedule City of Seal Beach On -Call Planning Sagecrest will perform consulting services based on the following breakdown of classification of hourly rates for key personnel as identified below. Position Hourly Rate Planning Director $200.00 Planning Manager $180.00 Principal Planner $140.00 Senior Project'Manger $130.ob Senior Planner $120.ob Associate Planner $100.00 Assistant.Planner $80.00 Planning Aide $70.00 Minutes Clerk/Planning Administration $60.00 Reimbursable Expenses: Expenses incurred will be billed at actual costs plus hourly rate, if applicable. Reimbursable expenses include, but are not limited to, reprographics, postage, certified mailings, office supplies such as Compact Discs for environmental documents, and CEQA filing fees. Mileage will be billed at the current IRS reimbursement rate. Page 1 11 EXHIBIT B TERMS FOR COMPLIANCE WITH CALIFORNIA LABOR LAW REQUIREMENTS I. 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 16 of 18 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." 17 of 18 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. 18 of 18 A`R o CERTIFICATE OF LIABILITY INSURANCE FDATE(MM/DD/YYYY) X COMMERCIAL GENERAL LIABILITY Fvl CLAIMS -MADE OCCUR 1/29/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER AssuredPartners A/E Insurance Services 19660 10th Ave NE Poulsbo WA 98370 CONTNAMEACT Robyn Catania CA LIC # OK48649 PHONE • 360-626-9535 ac No): 360-626-9535 AMRESs: robyn.catania@assuredpartners.com MED EXP (Any one person) $ 5,000 INSURERS AFFORDING COVERAGE NAIC # INSURER A: BeazleyInsurance Company Inc 37540 INSURED SAGEPLA-01 Sagecrest Planning+Environmental INSURER B : Travelers Property Casualty Company of America 25674 INSURER C : 2400 E Katella Ave Suite 800 Anaheim CA 92806 INSURER D: INSURER E : INSURER F: __ ------ "-"'--.-- '- - r%r-VIQ1Ul4 I4UfY16tK. 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. INSRADDL SUBR LTR TYPE OF INSURANCE wVnPOLICY NUMBER —POLICY EFF MMLI DY EXP LIMITS B X COMMERCIAL GENERAL LIABILITY Fvl CLAIMS -MADE OCCUR Y Y 6805J742889 6/1/2020 6/1/2021 EACH OCCURRENCE $ 2,000,000 DAMAG P EMI ES (Ea occurrence) $ 1,000,000 MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ 2,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: POLICY JET D LOC GENERAL AGGREGATE $4,000,000 PRODUCTS -COMP/OP AGG $ 4,000,000 OTHER: $ B AUTOMOBILE X LIABILITY ANY AUTO Y Y BABR626254 1/8/2021 6/1/2021 COMBINED SINGLE LIMIT $ 1,000,000 Ea accident BODILY INJURY (Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY BODILY INJURY (Per accident) $ PROPERTY Per accidentDAMAGE $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ B WORKERS EMPLOY RS'LIAILITTION AND EMPLOYERS' LIABILITY Y / N ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? ❑ (Mandatory in NH) NIA Y U85J743745 6/1/2020 6/1/2021 X PER OTH- STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If es, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 Per Claim 2,000,000 Aggregate 4,000,000 A Professional Uab.Claims Made V1 EEB6200301 6/1/2020 6/1/2021 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) City of Seal Beach, its directors, officials, officers, employees, agents and volunteers are Additional Insureds per the attached. TION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Seal Beach ACCORDANCE WITH THE POLICY PROVISIONS. 211 Eighth Street Seal Beach CA 90740 AUT11PRIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BROAD FORM NAMED INSURED B. BLANKET ADDITIONAL INSURED C. EMPLOYEE HIRED AUTO D. EMPLOYEES AS INSURED E. SUPPLEMENTARY PAYMENTS — INCREASED LIMITS F. HIRED AUTO — LIMITED WORLDWIDE COV- ERAGE — INDEMNITY BASIS G. WAIVER OF DEDUCTIBLE — GLASS PROVISIONS A. BROAD FORM NAMED INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: Any organization you newly acquire or form dur- ing the policy period over which you maintain 50% or more ownership interest and that is not separately insured for Business Auto Coverage. Coverage under this provision is afforded only un- til the 180th day after you acquire or form the or- ganization or the end of the policy period, which- ever is earlier. B. BLANKET ADDITIONAL INSURED The following is added to Paragraph c. in A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and executed by you before the "bodily injury" or property damage" occurs and that is in effect during the policy period, to be named as an addi- tional insured is an "insured" for Covered Autos Liability Coverage, but only for damages to which H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF USE — INCREASED LIMIT I. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT J. PERSONAL PROPERTY K. AIRBAGS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS M. BLANKET WAIVER OF SUBROGATION N. UNINTENTIONAL ERRORS OR OMISSIONS this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Section II. C. EMPLOYEE HIRED AUTO 1. The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — COV- ERED AUTOS LIABILITY COVERAGE: An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in an "employee's" name, with your permission, while performing duties related to the conduct of your busi- ness. 2. The following replaces Paragraph b. in B.S., Other Insurance, of SECTION IV — BUSI- NESS AUTO CONDITIONS: b. For Hired Auto Physical Damage Cover- age, the following are deemed to be cov- ered "autos" you own: (1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered "auto" hired or rented by your "employee" under a contract in an "employee's" name, with your CA T3 53 02 15 © 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL AUTO permission, while performing duties related to the conduct of your busi- ness. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". D. EMPLOYEES AS INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: Any "employee" of yours is an "insured" while us- ing a covered "auto" you don't own, hire or borrow in your business or your personal affairs. E. SUPPLEMENTARY PAYMENTS — INCREASED LIMITS 1. The following replaces Paragraph A.2.a.(2), of SECTION II — COVERED AUTOS LIABIL- ITY COVERAGE: (2) Up to $3,000 for cost of bail bonds (in- cluding bonds for related traffic law viola- tions) required because of an "accident" we cover. We do not have to furnish these bonds. 2. The following replaces Paragraph A.2.a.(4), of SECTION II — COVERED AUTOS LIABIL- ITY COVERAGE: (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day be- cause of time off from work. F. HIRED AUTO — LIMITED WORLDWIDE COV- ERAGE — INDEMNITY BASIS The following replaces Subparagraph (5) in Para- graph B.7., Policy Period, Coverage Territory, of SECTION IV — BUSINESS AUTO CONDI- TIONS: (5) Anywhere in the world, except any country or jurisdiction while any trade sanction, em- bargo, or similar regulation imposed by the United States of America applies to and pro- hibits the transaction of business with or within such country or jurisdiction, for Cov- ered Autos Liability Coverage for any covered "auto" that you lease, hire, rent or borrow without a driver for a period of 30 days or less and that is not an "auto" you lease, hire, rent or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company) or members of their households. (a) With respect to any claim made or "suit" brought outside the United States of America, the territories and possessions of the United States of America, Puerto Rico and Canada: (i) You must arrange to defend the "in- sured" against, and investigate or set- tle any such claim or "suit" and keep us advised of all proceedings and ac- tions. (ii) Neither you nor any other involved "insured" will make any settlement without our consent. (iii) We may, at our discretion, participate in defending the "insured" against, or in the settlement of, any claim or "suit". (iv) We will reimburse the "insured" for sums that the "insured" legally must pay as damages because of "bodily injury" or "property damage" to which this insurance applies, that the "in- sured" pays with our consent, but only up to the limit described in Para- graph C., Limits Of Insurance, of SECTION II — COVERED AUTOS LIABILITY COVERAGE. (v) We will reimburse the "insured" for the reasonable expenses incurred with our consent for your investiga- tion of such claims and your defense of the "insured" against any such "suit", but only up to and included within the limit described in Para- graph C., Limits Of Insurance, of SECTION II — COVERED AUTOS LIABILITY COVERAGE, and not in addition to such limit. Our duty to make such payments ends when we have used up the applicable limit of insurance in payments for damages, settlements or defense expenses. (b) This insurance is excess over any valid and collectible other insurance available to the "insured" whether primary, excess, contingent or on any other basis. (c) This insurance is not a substitute for re- quired or compulsory insurance in any country outside the United States, its ter- ritories and possessions, Puerto Rico and Canada. Page 2 of 4 © 2015 The Travelers Indemnity Company. All rights reserved. CA T3 53 02 15 Includes copyrighted material of Insurance Services Office, Inc. with its permission. You agree to maintain all required or compulsory insurance in any such coun- try up to the minimum limits required by local law. Your failure to comply with compulsory insurance requirements will not invalidate the coverage afforded by this policy, but we will only be liable to the same extent we would have been liable had you complied with the compulsory in- surance requirements. (d) It is understood that we are not an admit- ted or authorized insurer outside the United States of America, its territories and possessions, Puerto Rico and Can- ada. We assume no responsibility for the furnishing of certificates of insurance, or for compliance in any way with the laws of other countries relating to insurance. G. WAIVER OF DEDUCTIBLE — GLASS The following is added to Paragraph D., Deducti- ble, of SECTION III — PHYSICAL DAMAGE COVERAGE: No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF USE — INCREASED LIMIT The following replaces the last sentence of Para- graph A.4.b., Loss Of Use Expenses, of SEC- TION III — PHYSICAL DAMAGE COVERAGE: However, the most we will pay for any expenses for loss of use is $65 per day, to a maximum of $750 for any one "accident'. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT The following replaces the first sentence in Para- graph A.4.a., Transportation Expenses, of SECTION III — PHYSICAL DAMAGE COVER- AGE: We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense in- curred by you because of the total theft of a cov- ered "auto" of the private passenger type. PERSONAL PROPERTY The following is added to Paragraph AA., Cover- age Extensions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Personal Property We will pay up to $400 for 'loss" to wearing ap- parel and other personal property which is: (1) Owned by an "insured"; and COMMERCIAL AUTO (2) In or on your covered "auto". This coverage applies only in the event of a total theft of your covered "auto". No deductibles apply to this Personal Property coverage. K. AIRBAGS The following is added to Paragraph B.3., Exclu- sions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does not apply to 'loss" to one or more airbags in a covered "auto" you own that in- flate due to a cause other than a cause of 'loss" set forth in Paragraphs A.1.b. and A.1.c., but only: a. If that "auto" is a covered "auto" for Compre- hensive Coverage under this policy; b. The airbags are not covered under any war- ranty; and c. The airbags were not intentionally inflated. We will pay up to a maximum of $1,000 for any one 'loss". L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS The following is added to Paragraph A.2.a., of SECTION IV — BUSINESS AUTO CONDITIONS: Your duty to give us or our authorized representa- tive prompt notice of the "accident" or 'loss" ap- plies only when the "accident' or 'loss" is known to: (a) You (if you are an individual); (b) A partner (if you are a partnership); (c) A member (if you are a limited liability com- pany); (d) An executive officer, director or insurance manager (if you are a corporation or other or- ganization); or (e) Any "employee" authorized by you to give no- tice of the "accident' or "loss". M. BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A.S., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — BUSINESS AUTO CONDI- TIONS : S. Transfer Of Rights Of Recovery Against Others To Us We waive any right of recovery we may have against any person or organization to the ex- tent required of you by a written contract signed and executed prior to any "accident' or "loss", provided that the "accident' or "loss" arises out of operations contemplated by CA T3 53 02 15 © 2015 The Travelers Indemnity Company. All rights reserved. Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL AUTO such contract. The waiver applies only to the The unintentional omission of, or unintentional person or organization designated in such error in, any information given by you shall not contract. prejudice your rights under this insurance. How - N. UNINTENTIONAL ERRORS OR OMISSIONS ever this provision does not affect our right to col - The following is added to Paragraph B.2., Con- lect additional premium or exercise our right of cealment, Misrepresentation, Or Fraud, of cancellation or non -renewal. SECTION IV — BUSINESS AUTO CONDITIONS: Page 4 of 4 © 2015 The Travelers Indemnity Compa ny. All rights reserved . Includes copyrighted material of Insurance Services Office, Inc. with its permission.CA T3 53 02 15 TRAVELERS,, WORKERS COMPENSATION ONE TOWER SQUARE AND HARTFORD CT 06183 EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76 ( A) - 001 POLICY NUMBER: UB -5J743745 -20-47-G 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. The additional premium for this endorsement shall be 2.00 % of the California workers' compensation pre- mium. Schedule Person or Organization ANY PERSON OR ORGANIZATION FOR lob Description WHICH THE INSURED HAS AGREED ARCHITECTS BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No. Insured Endorse t N Insurance Company DATE OF ISSUE: 04-17-20 ST ASSIGN: Countersigned by men o. Premium Page 1 of 1 Name: Sagecrest Planning+Environmental LLC Policy #: 6805J742889 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1.. The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that you agree in a "written contract requiring insurance" to include as an additional insured on this Coverage Part, but: a. Only with respect to liability for "bodily injury", "property damage" or "personal injury"; and b. If, and only to the extent that, the injury or damage is caused by acts or omissions of You or your subcontractor in the performance of "your work" to which the "written contract requiring insurance" applies, or in connection with premises owned by or rented to you. The person or organization does not qualify as an additional insured: C. With respect to the independent acts or omissions of such person or organization; or d. For "bodily injury", "property damage" or "personal injury" for which such person or organization has assumed liability in a contract or agreement. The insurance provided to such additional insured is limited as follows: e. This insurance does not apply on any basis to any person or organization for which coverage as an additional insured specifically is added by another endorsement to this Coverage Part. f. This insurance does not apply to the rendering of or failure to render any "professional services". 9. In the event that the Limits of Insurance of the Coverage Part shown in the Declarations exceed the limits of liability required by the "written contract requiring insurance", the insurance provided to the additional insured shall be limited to the limits of liability required by that "written contract requiring insurance". This endorsement does not increase the limits of insurance described in Section III — Limits Of Insurance. h. This insurance does not apply to "bodily injury" or "property damage" caused by "your work" and included in the "products - completed operations hazard" unless the "written contract requiring insurance" specifically requires you to provide such coverage for that additional insured, and then the insurance provided to the additional insured applies only to such "bodily injury" or "property damage" that occurs before the end of the period of time for which the "written contract requiring insurance" requires you to provide such coverage or the end of the Policy period, whichever is earlier. 2. The following is added to Paragraph 4.a. of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: The insurance provided to the additional insured is excess over any valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the additional insured for a loss we cover. However, if You specifically agree in the "written contract requiring insurance" that this insurance provided to the additional 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 available to the additional insured which covers that person or organizations as a named insured for such loss, 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 signed that "written contract requiring insurance". But this insurance provided to the additional insured still is excess over valid and collectible other insurance, whether primary, excess, contingent or on anyother basis, that is available to the additional insured when that Person or organization is an additional insured under any other insurance. CG D3 8109 15 © 2015 The Travelers Indemnity company. All rigts Includes the copyrighted material of Insurance Services offi eh Ince witheiitts permission Page 1 of 2 COMMERCIAL GENERAL LIABILITY 3. The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, Of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: We waive any right of recovery we may have against any person or organization because of payments we make for "bodily injury", 'property damage" or 'personal injury" arising out of 'your work" performed by you, or on your behalf, done under a "written contract requiring insurance" with that person or organization. We waive this right only where you have agreed to do so as part of the "written contract requiring insurance" with such person or organization signed by you before, and in effect when, the "bodily injury" or "property damage" occurs, or the 'personal injury" offense is committed. 4. The following definition is added to the DEFINITIONS Section: "Written contract requiring insurance" means that part of any written contract under which you are required to include a person or organization 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 signed that written contract; b. While that part of the written contract is in effect; and C. Before the end of the policy period. Page 2 of 2 2015 The Travelers Indemnity Coman. All rihts rservd. Includes the ©pyig ted material of Insurance Sery ces Office, Inc., with es permission CG D3 81 09 15