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HomeMy WebLinkAboutAGMT - Michael Baker International Inc (Preparation of a Local Coastal Plan) (2)PROFESSIONAL SERVICES AGREEMENT Amendment No. 1 Preparation of a Local Coastal Plan Between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 Michael Baker International, Inc. 5 Hutton Centre Drive, Suite 500 Santa Ana, CA 92707 This Amendment No. 1, dated March 27, 2023, amends that certain agreement (Agreement) made as of February 22, 2021 by and between the City of Seal Beach (City), a California charter city, and Michael Baker International, Inc., a Pennsylvania corporation, (Consultant). RECITALS A. City and Consultant are parties to the Agreement, pursuant to which Consultant provides consulting services to prepare a Local Coastal Plan. B. City and Consultant wish to amend the Agreement for Consultant to continue providing such services through February 28, 2025. AMENDMENT NO. 1 NOW, THEREFORE and in consideration of the foregoing and of the mutual covenants and promises herein set forth, the parties agree to amend the Agreement as follows: Section 1. Section 2.0 (Term) of the Agreement is hereby amended to read as follows: The term of this Agreement shall commence February 22, 2021 and shall remain in full force and effect until February 28, 2025, unless sooner terminated as provided in Section 5.0 of this Agreement. Section 2. All references to the term "Agreement' throughout Sections 1.0 through 28.0 inclusive, of the Agreement are hereby modified to include the this Amendment No. 1, dated March 27, 2023, as if all of those terms are fully set forth therein. Section 3. Except as expressly modified or supplemented by this Amendment No. 1, all other provisions of the Agreement shall remain unaltered and in full force and effect. Section 4. The person(s) executing this Amendment No. 1 on behalf of Consultant warrants that he or she is fully authorized to execute this Amendment 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. 2 of 3 CITY OF SEAL BEACH Approved as to Form: Nicholas Ghirelli, City Attorney CONSULTANT: Michael Baker International, Inc., a Pennsylvania Corporation By: Name: /, r4�e ,tZoC' fC Its: �r vne 4esz>!e?74 By: V4/ Name:�_Uf� Its: (Please note, note, two signatures required for corporations pursuant to California Corporations Code Section 313 from each of the following categories: (i) the chairperson of the board, the president or any vice president, and (ii) the secretary, any assistant secretary, the chief financial officer or any assistant treasurer of such corporation.) ,4l �® DATEO(MM/2022 W) CERTIFICATE OF LIABILITY INSURANCE INSD THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. if SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Aon Risk Services Central, Inc. Pittsburgh PA office NAMPHONE - (AIC. No. Ext): (866) 2837122 /VXNo.):(800) 363-0105 , EQT Plaza -� Suite 2700 625 Liberty Avenue E-MAIL ADDRESS: Pittsburgh PA 15222-3110 USA 08/30/202208 INSURERS) AFFORDING COVERAGE NAIC # INSURED Michael Baker International, Inc 5 Hutton Centre Drive INSURER A: American Guarantee & Liability Ins CO 26247 INSURER e: Allied World Surplus Lines Insurance Co 24319 INSURER C: zurich American Ins co 16535 suite 500 Santa Ana CA 92707 USA INSURER D: :ToiFNTED $1,000,000 PREMISES Ea occurrence INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570094919621 REVISION NUMRER- 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. Limits shown are as requested LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER POLICY EFF MMIDD POL11 Y EXP MMIDD LIMITS C X COMMERCIAL GENERAL LIABILITY GLo419728101 08/30/202208 EACH OCCURRENCE $2,000,000 CLAIMS-MADEX❑ OCCURDA :ToiFNTED $1,000,000 PREMISES Ea occurrence MED EXP (Any one person) $10,000 PERSONAL &ADV INJURY $2,000,000 GEN'LAGGREGATELIMITAPPLIESPER: GENERAL AGGREGATE $4,000,000 POLICY ❑X PRO- JECT JECT LOC PRODUCTS-COMP/OPAGG $4,000,000 OTHER: I SIRIDeductible $250, 000 C AUTOMOBILE LIABILITY BAP4197284-01 08/30/2022 08/30/2023 COMBINED SINGLE LIMIT $2,000,000 Ea accident BODILY INJURY ( Per person) X ANYAUTO OWNED SCHEDULED AUTOS ONLY AUTOS X HIRED AUTOS X NON -OWNED ONLY AUTOS ONLY .- BODILY INJURY (Per accident) PROPERTYDAMAGE Per accident Deductible $100,000 A X UMBRELLALIAB X OCCUR AUc053258204 08/30/2022 08/30/2023 EACH OCCURRENCE $10,000,000 EXCESS LIAB CLAIMS -MADE AGGREGATE $10,000,000 DED I X RETENTION$10, 000 C C WORKERS COMPENSATION AND EMPLOYERS'LLABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCWDED? (Mandatory In Nth Ifes, describe under DESCRIPTION OF OPERATIONS below NIA wc419728201 ADS wc419728501 WI 08/30/2022 08/30/2022 08/30/2023X 08/30/2023 PER STATUTE I 1OTH- ER E. L. EACH ACCIDENT $1,000,000 E.L. DISEASE -EA EMPLOYEE $1,000,000 E.L. DISEASE -POLICY LIMIT $1,000,000 B E&O-PL-Primary 03124806 08/30/2022 08/30/2023 Per claim $5,000,000 claims Made Aggregate $5,000,000 SIR applies per policy ter s & conditions SIR/Deductible $200,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) Re: All Operations as performed by Named Insured. city of Seal Beach, its officers, officials, employees, designated volunteers and agents serving as independent contractors in the role of city or agency officials are additional insured as respects to General and Auto Liability as required by written contract. Primary and Non -Contributing coverage, waiver of Subrogation applies to GL as required by written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. city of Seal Beach AUTHORIZED REPRESENTATIVE Risk Man'' r 211 Eighth Street A �.s�� , .. ^ A. Seal Beach CA 90740 USA eXYNa/tea CC��s/i ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD N co m v rn 0 n u1 O Z d m V m V PROFESSIONAL SERVICES AGREEMENT for Preparation of a Local Coastal Plan between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 N. Michael Baker International, Inc. 5 Hutton Centre Drive, Suite 500 Santa Ana, CA 92707 (949) 855-3685 This Professional Service Agreement ("the Agreement") is made as of February 22, 2021 (the "Effective Date"), by and between Michael Baker International, Inc. ("Consultant"), a Pennsylvania corporation, and the City of Seal Beach ("City"), a California charter city, (collectively, "the Parties"). 23050800 [11/2019 rev.] RECITALS A. City desires certain professional consulting services for the preparation of a Local Coastal Plan. 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 consulting services in the manner set forth herein and more fully described in Section 1.0. C. Consultant represents that the principal members of its firm are qualified professional planners 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 Exhibit B and incorporated herein by this reference. To the extent that there is any conflict between Exhibit A and Exhibit B, on the one hand, 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 accordance with such professional standards, 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. 2of18 23050800 [11/2019 rev.] 1.5. Consultant will not be compensated for any work performed not specified in the Scope of Services unless the City authorizes such work in advance and in writing. The City Manager may authorize extra work to fund unforeseen conditions up to the amount approved at the time of award by the City Council. Payment for additional work in excess of this amount requires prior City Council authorization. 2.0 Term The term of this Agreement shall commence February 22, 2021 and shall remain in full force and effect until February 22, 2023, 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 $117,213 (one hundred seventeen thousand two hundred thirteen dollars) through the Term, except as otherwise authorized pursuant to Section 3.2 hereunder. 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, time cards, cost control sheets and other 3of18 23050800 [11/2019 rev.] records maintained by Consultant in connection with this Agreement. City's rights under this Section 4.2 shall survive for three (3) years following the termination of this Agreement. 5.0 Termination 5.1. This Agreement may be terminated by City, without cause, or by Consultant based on reasonable cause, upon giving the other party written notice thereof not less than 30 days prior to the date of termination. 5.2. This Agreement may be terminated by City upon 10 days' notice to Consultant if Consultant fails to provide reasonably 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. Chris Johnson is the Consultant's primary representative for purposes of this Agreement. Chris Johnson 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 7.3. 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: Michael Baker International, Inc. 5 Hutton Centre Drive, Suite 500 Santa Ana, CA 92707 (949) 855-3685 4of18 23050800 [11/2019 rev.] Attn: Chris Johnson 7.4. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 8.0 Independent Contractor 8.1. Consultant is an independent contractor and not an employee of the City. All work or other Services provided pursuant to this Agreement shall be performed by Consultant or by Consultant's employees or other personnel under Consultant's supervision, and Consultant and all of Consultant's personnel shall possess the qualifications, permits, and licenses required by State and local law to perform such Services, including, without limitation, a City of Seal Beach business license as required by the Seal Beach Municipal Code. Consultant will determine the means, methods, and details by which Consultant's personnel will perform the Services. Consultant shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Services and compliance with the customary professional standards. 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 5of18 23050800 [11/2019 rev.] retirement or pension benefits, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Notwithstanding any other agency, State, or federal policy, rule, regulation, statute or ordinance to the contrary, Consultant and any of its officers, employees, agents, and subcontractors providing any of the Services under this Agreement shall not become entitled to, and hereby waive any claims to, any wages, salaries, compensation, benefit or any incident of employment by City, including but not limited to, eligibility to enroll in, or reinstate to membership in, the California Public Employees Retirement System ("PERS") as an employee of City, and entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits. 9.0 PERS Compliance and Indemnification 9.1. General Requirements. The Parties acknowledge that City is a local agency member of PERS, and as such has certain pension reporting and contribution obligations to PERS on behalf of qualifying employees. Consultant agrees that, in providing its employees and any other personnel to City to perform any work or other Services under this Agreement, Consultant shall assure compliance with the Public Employees' Retirement Law, commencing at Government Code § 20000, the regulations of PERS, and the Public Employees' Pension Reform Act of 2013, as amended. Without limitation to the foregoing, Consultant shall assure compliance with regard to personnel who have active or inactive membership in PERS and to those who are retired annuitants and in performing this Agreement shall not assign or utilize any of its personnel in a manner that will cause City to be in violation of the applicable retirement laws and regulations. 9.2. Indemnification. Consultant shall defend (with legal counsel approved by City, whose approval shall not be unreasonably withheld), indemnify and hold harmless City, and its City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Consultant's violation of any provisions of this Section 9.0. This duty of indemnification is in addition to Consultant's duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. 10.0 Confidentiality Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure. All City data shall be returned to City upon the termination of this Agreement. Consultant's covenant under this Section shall survive the termination of this Agreement. The preceding restriction shall 6of18 23050800 [1112019 rev.] not apply to information which is in the public domain, was previously known to Consultant, was acquired by Consultant from others who have no confidential relationship to City with respect to same, or which through no fault of Consultant, comes into the public domain. Consultant shall not be restricted from releasing information, including confidential information, in response to a subpoena, court order, or other legal process. Consultant shall not be required to resist such subpoena, court order, or legal process, but shall promptly notify City in writing of the demand for information before Consultant responds to such demand. 11.0 Subcontractors No portion of this Agreement shall be approval of the City. Consultant is fully of any and all subcontractors. 12.0 Assignment subcontracted without the prior written responsible to City for the performance Consultant shall not assign or transfer any interest in this Agreement whether by assignment or novation, without the prior written consent of City. Any purported assignment without such consent shall be void and without effect. 13.0 Inspection and Audit of Records Consultant shall maintain complete and accurate records with respect to all Services and other matters covered under this Agreement, including but expressly not limited to, all Services performed, salaries, wages, invoices, time cards, cost control sheets, costs, expenses, receipts and other records with respect to this Agreement. Consultant shall maintain adequate records on the Services provided in sufficient detail to permit an evaluation of all Services in connection therewith. All such records shall be clearly identified and readily accessible. At all times during regular business hours, Consultant shall provide City with free access to such records, and the right to examine and audit the same and to make copies and transcripts as City deems necessary, and shall allow inspection of all program data, information, documents, proceedings and activities and all other matters related to the performance of the Services under this Agreement. Consultant shall retain all financial and program service records and all other records related to the Services and performance of this Agreement for at least three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. City's rights under this Section 13.0 shall survive for three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. 14.0 Safety Requirements All work performed under this Agreement shall be performed in such a manner as to provide safety to the public and to meet or exceed the safety standards outlined by CAL OSHA. The City may issue restraint or cease and desist orders 7of18 2305080v3 [11/2019 rev.] 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. Consultant shall, at its expense, procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); (3) Workers' Compensation and Employer's Liability coverages; and (4) if required by the City, Professional Liability coverage (or Errors and Omissions coverage). Consultant shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; (3) Workers' Compensation in the amount required by law and Employer's Liability: $1,000,000 per accident and in the aggregate for bodily injury or disease; and (4) Professional Liability (or Errors and Omissions Liability, as appropriate): $1,000,000 per claim/aggregate, and if a "claims made" policy is provided, then the policy shall provide an extended reporting period of not less than three years. 15.2. 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 canceled except after 30 days prior written notice by mail, has been given to the City; (2) except for professional 8of18 23050800 [11/2019 rev.] liability insurance, 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) the commercial general and automobile liability 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. 15.3. 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. 15.4. Any deductibles or self-insured retentions shall be declared to and approved by the City. 16.0 Indemnification, Hold Harmless, and Duty to Defend 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, and losses of any nature whatsoever, including fees of accountants and other professionals, and all costs associated therewith, and reimbursement of reasonable 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 pay all costs and expenses, including all reasonable attorneys' fees and experts' costs actually incurred in 9of18 23050800 [11/2019 rev.] connection with such defense. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by the Indemnitees in connection therewith. The parties expressly agree that this indemnity provision under 16.1 does not include, and in no event shall Consultant be required to assume, any obligation or duty to defend any claims, causes of action, demands, or proceedings in connection with or arising out of this Agreement or the services rendered by the Consultant. 16.2.0ther 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, and losses of any nature whatsoever, including reasonable fees of accountants, attorneys and other professionals, and all costs associated therewith, (collectively "Damages"), in law or equity, whether actual, alleged or threatened, to the extent caused by 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, except for Damages arising from the negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. With respect to this Section 16.2, Consultant shall defend the Indemnitees in any action or actions filed in connection with any Damages, and shall pay all costs and expenses, including all reasonable 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. In no event shall either City or Consultant have any claim or right against the other, whether in contract, warranty, tort (including negligence), strict 10 of 18 23050800 [11/2019 rev.] liability or otherwise, for any special, indirect, incidental, or consequential damages of any kind or nature whatsoever, such as but not limited to loss of revenue, loss of profits on revenue, loss of customers or contracts, loss of use of equipment or loss of data, work interruption, increased cost of work or cost of any financing, howsoever caused, even if same were reasonably foreseeable.. 16.5. Consultant's covenants under this Section 16.0 shall survive the expiration or termination of this Agreement. 17.0 Equal Opportunity Consultant affirmatively represents that it is an equal opportunity employer. Consultant shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, sexual orientation, or age. Such non-discrimination includes, but is not limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. 18.0 Labor Certification By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code and agrees to comply with such provisions before commencing the performance of the Services. 19.0 Prevailing Wage and Payroll Records If this Agreement calls for services that, in whole or in part, constitute "public works" as defined in the California Labor Code, then Consultant shall comply in all respects with all applicable provisions of the California Labor Code, including those set forth in Exhibit B, attached hereto and incorporated by reference herein. 20.0 Entire Agreement This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both Parties. 21.0 Severability The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement. 11 of 18 23050800 [11/2019 rev.] 22.0 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of California. 23.0 No Third Party Rights No third party shall be deemed to have any rights hereunder against either party as a result of this Agreement. 24.0 Waiver No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise. 25.0 Prohibited Interests; Conflict of Interest 25.1. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant "financially interested" (as provided in California Government Code §§ 1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained. 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 12 of 18 23050800 [11/2019 rev.] 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, each party in such litigation shall bear its own attorneys' fees and other costs incurred in connection therewith. 27.0 Exhibits All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control. 28.0 Corporate Authority The person executing this Agreement on behalf of Consultant warrants that he or she is duly authorized to execute this Agreement on behalf of said party and that by his or her execution, the Consultant is formally bound to the provisions of this Agreement. 13 of 18 23050800 [11/2019 rev.] 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 By: W�! ill R. Ingram, City Mana Attest: By. Gloria D. Harper, City Clerk Approved as F By: Craig A. Steele, City Attorney CONSULTANT: Michael Baker International, Inc, a Pennsylvania Corporation By: 360-1 Name: Richard Beck Its: Vice President By: Mu— / 4, Name:MirhaAl Til Its: (Please note, two signatures required for corporations pursuant to California Corporations Code Section 313 from each of the following categories: (i) the chairperson of the board, the president or any vice president, and (ii) the secretary, any assistant secretary, the chief financial officer or any assistant treasurer of such corporation.) 14 of 18 2305080v3 [11/2019 rev.] EXHIBIT A Consultant's Proposal 15 of 18 2305O8Ov3 [11/2019 rev.] Exhibit A SCOPE OF WORK City of Seal Beach Page 1 of 8 1. Grantee agrees to provide to the Commission project activities as described under the Scope of Work, attached hereto as Exhibit B. 2. The Project representatives during the term of this agreement will be: State Agency: Grantee: California Coastal Commission City of Seal Beach Name: Madeline Cavalieri Name: "Grant Manager") Jill Ingram Address: Address: 725 Front Street #300, 211 8th Street Santa Cruz, CA 95060 Seal Beach CA 90740 Phone: 831 427-4890 Phone: 562 431-2527 Ext. 1316 Fax: 831 427-4877 Fax: 562 430-8763 3. Direct all inquiries to: State Agency: Grantee California Coastal Commission City of Seal beach Section/Unit: Section/Unit: Name: Tamara Doan Name: Les Johnson "LCP Grant Coordinator" Contact Address: Address: 725 Front Street #300, 211 8th Street Santa Cruz, CA 95060 Seal Beach CA 90740 Phone: 831 427-4890 Phone: 562 431-2527 Ext. 1313 Fax: 831 427-4877 Fax: 562 430-8763 City of Seal Beach Page 2 of 8 Exhibit A Project Work Plan, Schedule, and Budget City of Seal Beach Local Coastal Plan Seal Beach Federal Tax ID#: 95-6000794 Budget Summary: CCC funding: $50,000 Other funding: $67,213 Total project cost: $117,213 Term of Project: March 1, 2021— December 30, 2022 A. PROJECT DESCRIPTION This project is the continued development and certification of a Local Coastal Plan (LCP). With the Grant funds the City of Seal Beach will be able to continue to develop policies for the creation of the Implementation Plan of the LCP. Outreach to the stakeholders and public participation will continue to be a priority with the completion of this Plan. B. TASKS: Task 1. Kick -Off and Coordination As the Project Team moves into the second phase of the Local Coastal Program process, the consultant and the City will meet to refine the scope of work and confirm project timeline. The City will coordinate with the consultant to identify relevant baseline information and applicable technical data, as it relates to Implementation Plan preparation. Additionally, the City shall set up a meeting with Coastal Commission staff to regroup and initiate the second phase of the Local Coastal Program preparation. The goal of this meeting shall be to address any outstanding comments regarding the Administrative Draft Land Use Plan (to be submitted December 31, 2019), and scope, expectations and goals for the Implementation Plan. Task 1.l, Kick Off Meeting Task 1.2, Coastal Commission Meeting DELIVERABLES: Kick -Off Meeting Agenda and Meeting Minutes; Coastal Commission Meeting Agenda and Meeting Minutes Task 2. Land Use Plan — Finalization The Administrative Draft Land Use Plan (including all applicable exhibits) was electronically submitted to Coastal Commission staff in December 2019 as a deliverable for the City's past grant, LCP-17-01. To finalize the Land Use Plan for public review, the Land Use Plan shall undergo a 60 - day review and comment period with Coastal Commission staff. The City and consultant shall coordinate with Coastal Commission staff on revisions to Land Use Plan text, policies and graphics. City of Seal Beach Page 3 of 8 Exhibit A The consultant will incorporate Coastal Commission staff recommendations as applicable to prepare a Public Review Draft Land Use Plan. Task 2.1, Coastal Commission staff review of Administrative Draft Land Use Plan Task 2.2, Prepare Public Review Draft Land Use Plan (Assumes one response to Coastal Commission comments) DELIVERABLES: Public Review Draft Land Use Plan, with Commission staff comments reviewed and addressed. Task 3. Implementation Plan — Preparation and Finalization An Implementation Plan shall be prepared for review and incorporation into the Final Local Coastal Program, based on Land Use Plan policies, as finalized under Task 2 of this grant. The City seeks to integrate the Implementation Plan as part of the Seal Beach Municipal Code. The Implementation Plan will establish a Coastal Development Permit Ordinance to identify procedures for processing permits at the local level following Local Coastal Program certification. Additionally, the Implementation Plan will incorporate regulations from existing Specific Plans within the Coastal Zone. Community outreach shall be incorporated into the Implementation Plan development process, to continue public involvement throughout the Local Coastal Program document preparation. The City and consultant shall host one (1) publicly noticed virtual open house to educate the public about the Implementation Plan as part of the Local Coastal Program, and to solicit public input. The virtual open house shall utilize a Virtual Room, an interactive website that creates an immersive (360 degree virtual) environment for users to experience public engagement as if there were there. The Virtual Room will include content and interactive activities, similar to those that would occur during an in- person open house meeting. The Virtual Room will be "standing" (meaning that the link will be active for a pre -determined set timeframe, maximum of 30 days) to allow for maximum public participation. The outreach effort shall ensure the public is involved in the decision-making process, and that visitors, employees, and other potentially affected non-residents are included to the maximum extent feasible. Special effort shall be made to ensure disadvantaged communities (including low-income, minority, and other underserved communities) have equitable opportunities to engage in the community outreach process. Michael Baker will inventory comments received through the Virtual Room platform in a memorandum format, and consider input in developing the LIP. Additionally, the Local Coastal Program webpage shall continue to be updated periodically, as significant deliverables become available. A community outreach summary shall be submitted to Coastal Commission staff after the workshop is held. The Administrative Draft Implementation Plan shall then be electronically submitted to Coastal Commission staff for a 90 -day review and comment period. The City and consultant shall coordinate with Coastal Commission staff on suggested modifications to the Implementation Plan. The consultant will incorporate Coastal Commission staff recommendations as applicable to prepare a Public Review Draft Implementation Plan. • Task 3. 1, Prepare Administrative Draft Implementation Plan • Task 3.2, Community Outreach — Public Workshop & Website • Task 3.3: Commission staff review of Administrative Draft Implementation Plan • Task 3.4, Prepare Public Review Draft Implementation Plan (Assumes one response to Coastal Commission comments) City of Seal Beach Page 4 of 8 Exhibit A DELIVERABLES: Administrative Draft Implementation Plan, Community Outreach Summary, Public Review Draft Implementation Plan, with Commission staff comments reviewed and addressed Task 4. Public Review The City and consultant shall prepare and notice the Public Review Local Coastal Program for a 30 - day period. The Local Coastal Program shall be available electronically and in print at appropriate locations. Comments shall be directed to City staff, who will document for the Public Comment and Revision Summary under Task 5. Additionally, the City and consultant shall facilitate a total of two (2) study sessions (i.e. One Planning Commission and one City Council meeting) to discuss the Local Coastal Program preparation process, public outreach, and next steps toward certification. 4.1 Public Review Local Coastal Program Circulation 4.2 Planning Commission Study Session (1) 4.3 City Council Study Session (1) DELIVERABLES: Notice for Release of LUP and IP for 30 -day Public Review period; Planning Commission Study Session Meeting Notes; and City Council Study Session Meeting Notes Task 5. Final Local Coastal Program Preparation and Adoption (outside grant term) The City and consultant shall prepare a summary of public comments received on the Public Review Land Use Plan and Implementation Plan, and documentation of all revisions made. If necessary, the City will work with Commission staff to resolve any outstanding issues. Next, the City and consultant shall incorporate revisions as applicable and prepare a Final Local Coastal Program reflective of any changes that result from the public hearing and local adoption process. Task 5. 1, Public Comment and Revision Summary Task 5.2, Final Local Coastal Program Preparation Task 5.3, Attend Planning Commission and City Council Hearings Task 6. Local Coastal Program Submittal to Coastal Commission (outside grant term) The consultant will be tasked with preparing the Final Local Coastal Program for submittal to the Coastal Commission for review and certification. The consultant will prepare an application to be accompanied by a summary of measures taken to engage agencies and stakeholders, participant lists appearing at meeting hearings, all final documents and maps, a methodology demonstrating Coastal Act conformity, applicable environmental review documents, and a complete Local Coastal Program showing proposed zoning measures and implementation. Task 6. 1, Prepare Coastal Commission Application Task 6.2, Prepare and Compile All Requirements of Coastal Act Section 13519 Task 7. Coastal Commission Hearings — Post Grant Term The consultant shall provide technical support to assist the City throughout the review- and certification process. The consultant(s) shall attend Coastal Commission hearings with City staff as necessary in order to support staff with technical questions raised by the Commission during said hearings. Exhibit A Task 7.1, Attend Coastal Commission Hearings Task 7.2, Local Coastal Program Modifications - As Needed C. SCHEDULE City of Seal Beach Page 5 of 8 TASK TIMELINE Task 1: Kick Off and Coordination July 22 2020 Task 1.1: Kick Off Meeting July 22, 2020 Task 1.2: Coastal Commission Meeting July 22, 2020 Task 2: Land Use Plan - Finalization March 1 2021- May 21 2021 Task 2.1: Prepare Public Review Draft Land Use Plan March 1, 2021 - May 21, 2021 Task 3: Implementation Plan - Preparation and Finalization May 24, 2021- December 21 2021 Task 3.1: Prepare Administrative Draft Implementation Plan May 24, 2021 - August 23, 2021 Task 3.2: Community Outreach - Public Workshop & Website August 23, 2021 - October 22, 2021 Task 3.3; Prepare Public Review Draft Implementation Plan October 22 2021- December 21, 2021 Task 4: Public Review January 4 2022 - April 4 2022 Task 4.1: Public Review Local Coastal Program Circulation January 4, 2022 - February 3, 2022 Task 4.2: Planning Commission Study Sessions 2 January 4, 2022 - April 4, 2022 Task 4.3: City Council Study Sessions 2 January 4 2022 - April 4, 2022 Task 5: Final Local Coastal Program Preparation and Adoption Aril 4 2022 - August 12 2022 Task 5.1: Public Comment and Revision Summary April 4, 2022 - May 4, 2022 Task 5.2: Final Local Coastal Program Aril 4, 2022 - May 31, 2022 Task 5.3: Attend Planning Commission & City Council Headn s May 31, 2022 - August 12, 2022 Task 6: Local Coastal Program Submittal to Coastal Commission August 15 2022 - October 14, 2022 Task 6.1: Prepare Coastal Commission Application August 15, 2022 - October 14, 2022 Task 6.2: Pre are/Com ile All Requirements of Coastal Act Section 13519 August 15, 2022 - October 14, 2022 Task 7. Coastal Commission Hearings - Post Grant Term Task 7.1: Attend Coastal Commission Hearin s TDB Task 7.2: Local Coastal Program Modifications - As Needed TDB D. BENCHMARK SCHEDULE DELIVERABLE DEADLINE Kick -Off Meeting Agenda and Meeting Minutes July 22, 2020 Coastal Commission Meeting Agenda and Meeting Minutes July 22, 2020 CCC Land Use Plan Review Period January 1, 2020 - July 22, 2020 Public Review Draft Land Use Plan May 21, 2021 Administrative Draft Implementation Plan October 22, 2021 Community Outreach Summary October 22, 2021 CCC Implementation Plan Review Period October 22, 2021 - December 21, 2022 Public Review Draft Implementation PlanJanuary 30, 2022 _ Public Comment and Revision Summary November 30, 2021 Final Local Coastal Program August 12, 2022 Coastal Commission Local Coastal Program Certification Application October 14, 2022 J Exhibit A E. BUDGET City of Seal Beach Page 6 of 8 .Amount requested should include total for salary and benefits. 1 Travel reimbursement rates are the same as similarly situated state employees. 3 All consultants must be selected pursuant to a bidding andprocurement process that complies with all applicable: laws. Match/ Total City of Seal Beach CCC Grant (LCP Grant Funds Other Funds Total +Match/Other (Source #i) Funds) LABOR COSTS' County/City Staff Labor Task 1— Kick Off and $0 Coordination Task 2 — Land Use Plan $0 Finalization Task 3 — Implementation Plan — $0 Preparation and Finalization _ Task 4 — Public Review - - - $0 Task 5 — Final Local Coastal $0 Program Preparation and Adoption _ Task 6 — Local Coastal Program $0 Submittal to Coastal Commission Task 7 — Coastal Commission $0 Hearin2s Total Labor Costs $0 !so $0 $0 DIRECT COSTS County/City Staff Project Supplies A - $4,500 F - $4,500 Total $0 $4,500 1 $0 $4,500 County/City Staff Travel In State Mileage - _ $0 Hotel, etc. - - $0 Total $0 $0 $0 $0 Consultants3 Task 1— Kick Off and $800 $1,612 - $2,412 Coordination Task 1.1: Kick Off Meeting - $1,348 - - Task 1.2: Coastal Commission Meeting $800 $264 - - (WebEx Conference Call) Task 2 — Land Use Plan $11,300 $885 $12,185 Finalization Task 2.2: Prepare Public Review Draft Land Use Plan $11,300 $885 - _ .Amount requested should include total for salary and benefits. 1 Travel reimbursement rates are the same as similarly situated state employees. 3 All consultants must be selected pursuant to a bidding andprocurement process that complies with all applicable: laws. City of Seal Beach Page 7 of 8 Exhibit A Match/ Total City of Seal Beach CCC Grant Other Funds (LCP Grant Funds Total (Source #1) +Match/Other Funds) Task 3 — Implementation Plan — $23,200 $19,610 $42,810 Preparation and Finalization Task 3.1: Prepare Administrative Draft $16,544 $4,026 - - Implementation Plan Task 3.2: Community Outreach - Public Workshop $14,320 - - (1 Meeting) & Website i Updates i Task 3.3: Prepare Public Review Draft $6,656 $1,264 - - Implementation Plan i Task 4 — Public Review. $14,700 $444 - $15,144 Task 4.1: Public Review Local $1,600 $104 - Coastal Program Circulation Task 4.2: Planning Commission Study Session $6,550 i $170 - (1) Task 4.3: City Council Study $6,550 $170 - Session (1) Task 5 — Final Local Coastal $19,234 - $19,234 Program Preparation and Adoption Task 5.1: Public Comment $3,270 - and Revision Summary Task 5.2: Final Local Coastal $10,540 - I - Program Task 5.3: Attend Planning Commission & City Council - $5,424 - ; - Hearing Task 6 — Local Coastal Program - $11,204 $11,204 Submittal to Coastal Commission Task 6.1: Prepare Coastal $8,364 - Commission Application Task 6.2: Prepare/Compile All Requirements of Coastal - $2,840 - - Act Section 13519 Task 7 — Coastal Commission $9'724 $9,724 Hearings Task 7.1: Attend Coastal Commission Hearings $4,436 - (Assumes one (1) Southern CA meeting) City of Seal Beach Page 8 of 8 Exhibit A 4 Indirect costs include, fbr example, a pro rata share of rent, utilities, and salaries for certain positions indirectly supporting the proposedproject but not directly staffing it. Amount requested_ for indirect costs should be capped at 10% of amount requested for "Total Labor. " Match/ Total City of Seal Beach CCC Grant Other Funds (LCP Grant Funds Total (Source #1) +Match/Other Funds) Task 7.2: Local Coastal Program Modifications - I (Assumes one (1) round of revisions to address minor $5,288 - modifications that may result from requests by Coastal Commissioners at hearings) i Total Consultants $50,000 $62,713 $0 $112,713 Total Direct Costs $50,000 $62,713 $0 $112,713 OVERHEAD/INDIRECT COSTS4 Total County/City Staff $0 $4,500 $0 $0 Overhead/Indirect Costs TOTAL PROJECT COST $50,000 $67,213 $TOTAL $117,213 4 Indirect costs include, fbr example, a pro rata share of rent, utilities, and salaries for certain positions indirectly supporting the proposedproject but not directly staffing it. Amount requested_ for indirect costs should be capped at 10% of amount requested for "Total Labor. " EXHIBIT B TERMS FOR COMPLIANCE WITH CALIFORNIA LABOR LAW REQUIREMENTS 1. This Agreement calls for services that, in whole or in part, constitute "public works" as defined in Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code ("Chapter 1"). Further, Consultant acknowledges that this Agreement is subject to (a) Chapter 1 and (b) the rules and regulations established by the Department of Industrial Relations ("DIR") implementing such statutes. Therefore, as to those Services that are "public works", Consultant shall comply with and be bound by all the terms, rules and regulations described in 1(a) and 1(b) as though set forth in full herein. 2. California law requires the inclusion of specific Labor Code provisions in certain contracts. The inclusion of such specific provisions below, whether or not required by California law, does not alter the meaning or scope of Section 1 above. 3. Consultant shall be registered with the Department of Industrial Relations in accordance with California Labor Code Section 1725.5 and has provided proof of registration to City prior to the Effective Date of this Agreement. Consultant shall not perform work with any subcontractor that is not registered with DIR pursuant to Section 1725.5. Consultant and subcontractors shall maintain their registration with the DIR in effect throughout the duration of this Agreement. If Consultant or any subcontractor ceases to be registered with DIR at any time during the duration of the project, Consultant shall immediately notify City. 4. Pursuant to Labor Code Section 1771.4, Consultant's Services are subject to compliance monitoring and enforcement by DIR. Consultant shall post job site notices, as prescribed by DIR regulations. 5. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages for each craft, classification, or type of worker needed to perform the Agreement are on file at City Hall and will be made available to any interested party on request. Consultant acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and Consultant shall post such rates at each job site covered by this Agreement. 6. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. Consultant shall, as a penalty to City, forfeit $200.00 for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Consultant or by any subcontractor. 7. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in 16 of 18 2305080v3 [11/2019 rev.] 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." v3 17 of 18 2305080 [11/2019 rev.] 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 23050800 [11/2019 rev.] RESOLUTION 7113 A RESOLUTION OF THE SEAL BEACH CITY COUNCIL APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH MICHAEL BAKER INTERNATIONAL TO ASSIST WITH PREPARATION OF A LOCAL COASTAL PROGRAM WHEREAS, pursuant to the Seal Beach City Charter, Seal Beach Municipal Code Chapter 3.20 establishes a central purchasing system including procedures for competitive bidding and exemptions from competitive bidding; and, WHEREAS, Seal Beach Municipal Code Section 3.20.025(C) provides for an exemption from competitive bidding requirements for purchases of professional services, including without limitation, architectural services; bond services; election services; engineering services; insurance services; legal services; public relations services; real estate services; and solid waste disposal services. NOW, THEREFORE, THE SEAL BEACH CITY COUNCIL DOES HEREBY RESOLVE: Section 1. The City Council hereby approves that professional services agreement dated February 22, 2021 between the City of Seal Beach and Michael Baker International for assistance with preparation of a Local Coastal Program. Section 2. The City Council hereby authorizes and directs the City Manager to execute the Agreement. PASSED, APPROVED, AND ADOPTED by the Seal Beach City Council at a regular meeting held on the 22nd day of February 2021 by the following vote: AYES: Council Members: Kalmick, Massa-Lavitt, Moore, Sustarsic, Varipapa NOES: Council Members: None ABSENT: Council Members: None ABSTAIN: Council Members: None I INA's No 1 ; 4w,— R A'A'- .Joe Kalmick, Mayor ATT Gloria D. HarVer, City Clerk STATE OF CALIFORNIA } COUNTY OF ORANGE } SS CITY OF SEAL BEACH } I, Gloria D. Harper, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution 7113 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 22nd day of February 2021. lona D. k, Oper, City Clerk • A� o CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 08/27,2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER ACT PC. Pittsburgh PA office Aon Risk Services Central, Inc. ����� EQT Plaza -• Suite 2700 625 Liberty Avenue IR-EADDRESS: (866) 283-7122 (, (800) 363-0105 No. Ext): ac. No.): MAIL INSURERS) AFFORDING COVERAGE NAIL 0 Pittsburgh PA 15222-3110 USA SEP INSURED 0 8 262AU INSURER A: American Casualty Co. Of Reading PA 20427 Michael Baker International, Inc Suitet5�Centre Drive CITY CLERKy INSURER 8: Transportation insurance Co. 20494 company NtSURERC: COr1t1D2ntd) CdSUdlt COm do 20443 Santa Ana CA 92707 USA CITY OF SEAL BEA URERD: Allied world National Assurance Company 10690 INSURER E: Allied world Surplus Lines insurance Co 24319 INSURER F: COVERAGES CERTIFICATE NUMBER: 570083686710 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INS LTR TYPEADM OF INSURANCE INSO SWR WVD POLICY NUMBER POLICY EF LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S2,000,000 CLAIMS -MADE X OCCUR ❑ General Liability 5100,000 B 6079257181 08/30/2020 08/30/2021 PREMISES Eaoeourrenoe 20-21 Stop Gap (US) MED EXP (Any one person) $10,000 PERSONAL & ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 POLICY � J CT LOC PRODUCTS - COMP/OP AGG S4,000,000 OTHER: C AUTOMOBILE LIABILITY BUA 6078988680 08/30/2020 08/30/2021 COMBINED SINGLE LIMFT (Ea accident)$2,000,000 BODILY INJURY ( Per person) X ANY AUTO OWNED SCHEDULED BODILY INJURY (Per accident) AUTOS ONLY AUTOS HIREDAUTOS NON -OWNED PROPERTY DAMAGE ONLY AUTOS ONLY Per accident D X UMBRELLALUIB X OCCUR 03124809 08/30/2020 08/30/2021 EACH OCCURRENCE $101000,000 EXCESS LIAB CLAIMS -MADE AGGREGATE $10,000,000 DEDI X IRETENTION $10,000 A WORKERS COMPENSATION AND WC6078988713 08/30/2020 08/30 2021 X PER STATUTE I OTH- EMPLOYERS' LIABILITY Y / N AOS ER E.L. EACH ACCIDENT S 1, 000 , 000 B ANY PROPRIETOR/ PARTNER/ EXECUTIVE OFFICER/MEMBER EXCLUDED? a N / A WC6078988727 08/30/2020 08/30/2021 E.L. DISEASE -EA EMPLOYEE S1,000,000 (Mandatory In N" WI K yes, describe under E.L. DISEASE -POLICY LIMIT __"O, 000 DESCRIPTION OF OPERATIONS below E E&O-PL-Primary 08/30/2020 08/30/2021 Per Claim $5,000,000 103124806 Claims Made Aggregate $5,000,0001 SIR applies per policy ter s & condi ions ! i DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, AddlBonal Remarks Schedule, may be attached 8 mora apace Is required) Re: All operations as performed by Named Insured. City of seal Beach, its officers, officials, employees, designated volunteers = and agents serving as independent contractors in the role of city or agency officials are additional insured as respects to 1 General and Auto Liability as required by written contract. Primary and Non -Contributing coverage, waiver subrogation ! of applies to GL as required by written contract. 1 i m c m LrtH I FiC;At E HVLUER CANCELLATION 5" SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of seal Beach AUTHORIZED REPRESENTATIVE Risk Manager 211 Eighth street Seal Beach CA 90740 USA 01988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 570000027699 LOC #: A ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY Aon Risk Services central, Inc. NAMEDINSURED Michael Baker International, Inc POLICY NUMBER See certificate Number: 570083686710 CARRIER see certificate Number: 570083686710 NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance INSURER(S) AFFORDING COVERAGE NAIC # INSURER SUBR wVD INSURER POLICY EFFECTIVE DATE (MM/DD/YYYY) INSURER LIMITS INSURER WORKERS COMPENSATION I ADDITIONAL POLICIES If a policy below does not include limit information, refer to the corresponding policy on the ACORD I certificate form for policy limits. INSR LTR TYPE OF INSURANCE ADDL SSD SUBR wVD POLICY NUMBER POLICY EFFECTIVE DATE (MM/DD/YYYY) POLICY EXPIRATION DATE (MM/DD/YYYY) LIMITS WORKERS COMPENSATION A N/A WC6078988694 CA 08/30/2020 08/30/2021 ACORD 101 (2008/01) W c A�W— w..1......1—"......y...� The ACORD name and logo are registered marks of ACORD