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HomeMy WebLinkAboutAGMT - Environmental Compliance Inspection Services (Fats, Oils & Grease Inspection Services)'PROFESSIONAL SERVICES AGREEMENT for Fats, Oils and Grease Inspection Services between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 2 Environmental Compliance Inspection Services 33322 Marina°Vista Drive Dana.Point, CA, 92629 (949)481-8826 This Professional Service Agreement ("the Agreement") is made as of May 24, 2021 (the "Effective Date"), by and between Environmental Compliance Inspection Services ("Consultant'); ,a Sole Proprietorship, and the City of Seal Beach ("City"), a California charter city,. (collectively, "the Parties"). RECITALS A. City desires certain professional Fats, Oils and Grease'lnspection services. B. Pursuant to the authority provided by its City Charter "and Seal Beach Municipal Code §73.20.025(C), City desires to retain Consultant as an independent contractor to provide Fats, Oils and Grease Inspection Services. C. Consultant represents that the principal ;members of its firm. are qualified professional inspectors and arefully qualified, to perform the professional services contemplated by this Agreement .by virtue of its experience, and the training, education and expertise of its principals and employees. D. City desires to retain Consultant as an independent contractor and Consultant desires to serve City to perform those ::services. in accordance with the terms and conditions of this Agreement. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. AGREEMENT 1.0 Scope of Services 1.1. Consultant shall provide,those services (collectively "Services'') set forth in the Scope of Services, attached hereto as ExhibitA 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 likeprofessionals 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 2of19 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 notoperate as a release of Consultant from such standard of"care and: workmanship. 1.5. Consultant will not be compensated for any work performed not specified in the Scope of, Services unless the City authorizes such work in advance and in writing. The City Manager may, -authorize extra work to fund unforeseen conditions up to -the amount approved at the time of award by the City Council. Payment for additional work in ezcessW this amount requires prior City Council authorization. 2.0 Term 2.1. The term of this Agreement shall commence as of the Effective Date and shall continue for a term of 3 years ("Original Term") and shall expire at midnight on May 24, 2024, unless sooner terminated or extended as provided by this Agreement. 2.2. The City,. at its sole option, may elect to extend the Original Term of this Agreement, upon the same terms and conditions, for up to two (2) additional terms of one year each ("extension"), by providing written notice to Contractor at least one month prior to the expiration of an existing term. If timely elected by the City, the'first extension shall have a term extending from May 24, 2024 through and including May 24, 2025, unlesssooner terminated or extended pursuant to this,Agreement. if timely elected by the City, the second extension shall be from May 24, 2025 through and including May 24, 2026, unless sooner terminated pursuant to this Agreement. Any extension shall not be effective except upon execution of a written amendment to this Agreement signed by the City Manager and Contractor's authorized representatives. 1 3.0 Consultanfs 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 notAo-exceed amount of $36,330.00 (Thirty Six Thousand Three Hundred Thirty dollars and 00/100) for the three-year Term. 3.2. In the event that City elects 'to extend the Original Term in accordance with Section 2.2 of this 'Agreement, City will pay Consultant in accordance rwith the rates shown on the fee schedule set forth in Exhibit A for Services but in no event will the City pay more than the total not -to -exceed amount of $12,110.00 (Twelve Thousand One Hundred Ten dollars and 001100) for each extension. 3of19 4.0 Method of Payment 4.1. Consultant shall submit to City monthly invoices for all Services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end of the month during which the, Services-were.rendered and shall describe in detail the Services rendered during the period, the. days worked, number of hours worked, the. hourly rates charged, and the Services performed for each day in the period. City will pay Consultant within .30 days of receiving, Consultant's invoice. City will not withhold.any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Consultant. 4.2. Upon 24-hour notice from City, Consultant shall allow City or City's agents or representatives to inspect at Consultant's offices during reasonable business hours all, records, invoices, time: cards, cost control sheets and other records maintained by Consultant in connection;with this Agreement:. City's rights under, this Section 4.2 shall survive for three (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 givingthe 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 20days 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. Jon Kinley is the Consultant's primary representative for purposes of this Agreement. Jon Kinley 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. Consultantmay not change its representative without the priorwritten 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 4 hours after deposit 4of19 in the United States Mail, first class postage prepaid and addressed to the party at the following addresses: To City: City of Seal Beach 21'1 -8th Street Seal Beach, California 90740 Attn: City Manager To Consultant: Environmental Compliance Inspection Services (ECIS) 33322 Marina Vista Drive Dana, Point, CA 92629 Attn: Jon Kinley T2. Actual notice shall be deemed adequate notice on the date actual notice occurred', regardless of the method of service. 8.0 Permits and Licenses Consultant and all of Consultant's employees and other personnel shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of the Services under this Agreement; including a business- license as required by the Seal Beach Municipal Code. 8.0 Independent Contractor 9.1. ,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 Consultantor by Consultant's employees or other personnel under Consultant's supervisions Consultant will determine the means, methods, and details by which Consultant's • employees and 'other 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. 9:2. 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 kall�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 inthe performance of any of the Services under this Agreement. Consultant shall acquire and maintain at its sole cost and 5of19 expense such vehicles; equipment and supplies as Consultants personnel p Y q Y 9 ,., ant require to erfonn an of the Services required b this A reement: Consult,_ shall perform all Services off of City premises at, locations of 'Consultant's choice, except (1) as otherwise required for the performance of Services on City real property, vehicles or equipment; (2) as otherwise may from time to time be necessary in order for Consultants ,personnel to receive 'projects from 'City, review plans on file at City, pick up or deliver any work product related to Consultants performance of any Services, under this Agreement, or (3) 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 thw�Services under this Agreement. 9.3. 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•orpension benefits, income tax withholding, une,mploymenf_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 .shalt not become entitled to, and hereby waive any claims to, any wages;, salaries, compensation, benefit or any, incident of employment by City,, including but not limited to, eligibility to enroll in, or reinstate to membership in, the California Public Employees Retirement System ("PERS") as an employee of City, and entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits. 9:4. Consultantshallindemnify 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 9.0. In addition to all other remedies available under law, City shall have the right to offset against the amount of any fees due to 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. Consultant's indemnifications .and obligations under this Section shall survive the expiratiowor termination of this Agreement. 6of19 10.0 PERS Compliance and Indemnification 10.1. General Requirements. The Parties -acknowledge that City is a local agency member of PERS; and as such has certain pension reporting and 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 ("PERL"), commencing' at Government Code § 20000, as amended by the Public Employees' Pension Reform Act of 2013 ("PEPRA"),. and the regulations of PERS. 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 PERL, PEPRA or any other, applicable retirement laws and regulations. 10.2: Indemnification. Consultant shall defend (with legal counsel approvediby 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°agentsserving 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 Consultants violation of any, provisions of this Section 10.0. This duty of indemnification is in addition to Consultants duty to defend, indemnify and hold harmless as set forth in any other provision df this Agreement. Consultant's indemnification 'And obligations under this Section shall survive -the expiration or termination:of'this Agreement: 11.0 Confidentiality 11.1. Consultant covenants that all 'data, reports, documents, surveys, studies, drawings, plans,,maps; models; photographs, images, video files, media, discussion, or other information (collectively "Data &;Documents") developed or received by Consultant or provided, for performance of this Agreement are deemed confidential andshall' not be disclosed by Consultant without prior written authorization by City. City shall grant -such authorization if applicable law requires disclosure. Consultant, its officers, employees, agents, or subcontractors shall not without written authorization froni the City Manager or unless requested in writing bythe City Attorney; voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the Services performed under this Agreement or relating to any projectior properly located within the City. Response to a subpoena or court ordershall not be considered "voluntary;" provided Consultant gives City notice of such court order or subpoena. 7of19 11.2. Consultant shall promptly.notify,City should Consultant, its officers, employees, agents or .subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions; or other discovery request, court order or subpoena from any party, regarding this Agreement and the work performed thereunder or with respect to%any project or property located within the •City..City ,may,, but. has. no obligation to, represent Consultant or be -present at any deposition, hearing or similar proceeding. Consultant agrees• to cooperate fully with',City and to provide City with the opportunity to review any response to discovery requests provided, by Consultant. However, City's right to review:any such response does not imply or.mean the right by City to control, direct or`rewrite.the response. 11.3. Consultant's covenants under this Section shall survive the termination or expiration of this Agreement. 12.0 Ownership of Documents and Work Product 12.1. All Data &: Documents shall be ::and remain the property of City without restriction or limitation upon its use, duplication or dissemination by City., AII Data & Documents shall be,considered "works made for hire," and all Data & Documents and any, and -a//,intellectual property rights arising from their creation, including, ,but ;not limited to, 'all icopyrights and other, proprietary rights, shall be and remain the property•of City without restriction or limitation upon their=.use, duplication or dissemination by City. Consultant, shall not obtain or attempt to obtain copyright protection as to any Data & Documents. 12.2. Consultant.. hereby assigns to City all ownership and any and all intellectual property eightsto the Data & Documents':that are not otherwlse'vested in City pursuant to the paragraph directly above this one. 12.3. Consuftant warrants and represents that :it has secured all necessary licenses, consents or approvals to use any instrumentality; thing or, component•as to which any intellectual property right exists, including computer software, used in the..rendering,•of'the Services and the.production of all Written Products produced under this Agreement, and that City'has full legal title to, and the righttto reproduce the Data&Documents. Consultant shall;defend; indemnify and hold City, and its elected officials; officers, employees„ servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of City officials, harmless :from any loss, claim or liability in any wayrelated;to a claim -that City's use of any of the Data & Documents is violatingfedeeal; state or local laws, or any contractual provisions; or•any laws relating to trade:names, licenses, franchises, copyrights; patents or other.means ofprotecting intellectual property rights and/or interests in products or inventions. Consultant shall bear all costs arising from the use of patented, copyrighted, trade secretor trademarked documents, materials, equipment, devices or processes in: connection with its provision of the Services and Data & Documents produced under this 8of19 Agreement. In the event the use of any 'of the Written Products or other deliverables her eunder'by City is held to constitute an infringement and the use of�any outhe same is enjoined, Consultant, at its expense, shall: (1) secure for City°the right to continue: using the: Data & Documents: and other deliverables by ,suspension of any injunction, or by procuring alicense ;or licenses for City; or, (2) modify°the. Data & Documents and other deliverables so'that they become non - infringing while remaining'in compliance with, the' requirements of this Agreement. -These covenants shall •survive the expiration and/or termination of this Agreement. 12!4. Upon expiration or termination of the Agreement, Consultant shall deliver to City all Data & Documents and other deliverables related to any Services performed pursuant to this Agreement without additional cost; or expense to City. If Consultant prepares a,documenton a computer, Consultant shalt provide -City with,said document both ina;printed format and in an electronic formatthat is acceptable to City. 13.0 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. 14.0 Prohibition Against Assignment or Delegation Consultant shall not assign any of its rights or: delegate any of its duties under this, Agreement, either in whole or in part, without City's prior written consent. Any purported assignment or delegation'in violation of this Section shall be void and without°.effect, and shall entitle City to terminate this Agreement. As used in this Section, "assignment` and `delegation" I.means any sale, gift, pledge, hypothecation, encumbrance or other transfer of all or any portion of the rights, obligations, or liabilities in or arising from this this, to any person or entity, whether by operation of law or otherwise, and regardless of the legal form of the transaction in which the attempted transfer occurs. 15.0 Inspection and Audit of 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 tAe ,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 9of19 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, whicheveroccurs later. City's.rights under this Section 15;0 shall survive for three (3) years after, expiration, termination or final paymentunder this Agreement, whichever occursplater. 16.0 Safety Requirements All work performed under this,Agreement ishall be performed in such a manner as to provide safety` o, the public and to meet or exceed the safety standards outlined by CAL OSHA and other applicable state and federal laws. City may issue restraint or cease and desist.orders fo'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 hazards1to persons: and property resulting from its operations. Consultant shall immediately report to the City any hazardous condition 'noted by Contractor. 17.0 Insurance 17.1. General Requirements. Consultant shall notcommence work under this Agreementuntil it has provided evidence satisfactory to the City, that Consultant has secured all insurance required under this Section: 17.2. Minimum Scope and Limits of Insurance. Consultant shall,, at its sole cost and expense, procure, maintain and keep :in full force and effect 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, as follows: 17.2.1. Commercial General Liability Insurance:' Consultant shall' maintain. limits no less than $2,000,000 per occurrence for bodity,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 thisAgreement/location :or the general aggregate limit shall be twice the required occurrence limit: Coverage shall be at least as broad as the latest' version of Insurance Services Office. Commercial General Liability coverage (occurrence form CG 0001). If Consultant is.a limited liability company, the commercial. general liability coverage shall be :amended so that Consultant and its managers, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds; 10 of 19 17.2:2. Automobile Liability Insurance: Consultant shall maintain limits no less than $1,000;000 per accident for bodily injury and property damage. Coverage shall be at least as broad as Automobile Liability: Insurance Services 'Office Business Auto Coverage form number CA 0001, code 1 (any auto).. 17.2.3. Workers',.Compensation Insurance in the amount required by law; and Employer's Liability; $1,000,000 per accident and in the aggregate for bodily injury or disease;: 17.3. Acceptability of Insurers. The Insurance policies required under this Section shall be placed with insurers with .a current A.M. Best's rating no less than A Vlll, licensed to'do business in California,. and satisfactory to the City. 17.4. AdditionalInsured. 17.4.1. For general liability insurance, City, its elected and appointed officials,: officers, employees; agents, designated volunteers and those City agents acting as independent: contractors in,the role of City officials 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. 17.4,2. For automobile liability; City, its elected and appointed officials, officers, employees, agents; designated volunteers and those City agents serving as.independent contractors in the•role of City officials, 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.. 17.4.3. These additional' insured provisions shall also apply to any excess/umbrella liability policies. 17.5. Cancellations or Modifications to .Coverage. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by City to state: (1) coverage shall not be suspended, voided,;reduced orcanceled except after 30 days prior written.notice by certified mail, return receipt requested, has been given to City; (2) any failure to comply with reporting or other provisions of the policies, including' breaches of warranties, shall not affect coverage provided to City, its elected and appointed officials, officers, employees, agents, designated Volunteers, and those City agents serving as independent contractors in the roleof City officials; 17.6. Primary, and Non -Contributing. Coverage shall be primary insurance as respects the City, its elected officials, officers, employees, agents, 11 of 19 designated volunteers designated volunteers and agents serving as independent contractors in the role of City officials, oe if excess;shall stand in an unbroken chain of coverage excess of the Consultants scheduled underlying coverage.and that any insurance or self-insurance°maintained by the City, its elected officials, offcers, employees, agents. designated volunteers designated volunteers and agents serving as independent contractors in, the role•.of'City officials, shall be excess of the Consultant's insurance and'shall,not be called upon to contribute with it; 17.7. Separation. of Insureds. All insurance required by this Section shall contain standardseparation of insureds provisions_and shall not contain any special limitations on the scope of protection afforded, to City, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of Pity officials. 17.8. Deductibles and Self -Insured Retentions;, Any deductibles or self- insured retentions shall be, :declared to :and approved by City. Consultant guarantees that, at theoption of City, either: (t) the insurer shall reduce or eliminate such, deductibles, or self-insured retentions, as respects; City, its elected and appointed officials; officers, employees, agents, designated volunteers and those City agents serving as independent„contractors in.the role of City officials; or (2) Consultant shall procure' a bond guaranteeing payment, of losses and related investigation costs, claims and administrative and defense expenses. 17.9. Waiver of Subrocatiori. Each insurance policy required by this Agreement shall expressly waive the insurer's right of subrogation against: City and its elected' and appointed officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials: Consultant' hereby waives.all rights of sub rogation, against City. 17.10. City Remed for .Noncompliance. If Consultant does not maintain, the policies of insurance required under Section in full force and effect during the term of°this Agreement, or in the event any of Consultant's policies do not” comply with the requirements under thisl Section, City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost; City may; but has no duty to, take out ,the necessary insurance and pay, at: Consultant's expense, th&premium thereon. Consultant shall promptly. reimburse City#or any premium; paid by City -or City may withhold amounts sufficient to pay the premiums from`payments due to,Consultant. 17.11. Evidence, of Insurance. Prior to the performance!of Services, under this Agreement, Consultant shall furnish. City with original certificates of insurance and all original endorsements evidencing and effecting the coverages required under this Section on forms satisfactory'to and approved by 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 12 of 19 forms provided by City, if requested. Consultant may provide complete, certified copies,of"all required insurance policies to City. Consultant shall maintain current endorsements on file with City's Risk'Manageir-. All:certificates and endorsements shall' be received and approved. by the City before work commences. ;City reserves the right to require:"complete, certified copies of all required insurance policies, at.any time. Consultant shall also provide proof to City that insurance policies expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the :same coverage. Consultant shall furnish such proof at least two weeks prior to the expiration of the coverages. 17.12. Indemnity Requirements Not Limitine. Procurement of insurance by Consultant shall not 'be construed as a limitation of Consultant's liability or as full performance of Consultant's duty to indemnify City under Section 18.0. 17.13. Broader Coyerage/Higher Limits. If Consultant maintains broader coverage and/or higher limits than the minimums. required above, City requires and shall be entitled do the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specked minimum"limits of insurance and coverage shall be available to City. 17:14. Subcontractor Insurance Requirements. Consultant shall require each of its 'subcontractors that perform Services under this Agreement to maintain insurance coverage that meets all of the requirements of this Section. 18.0 Indemnification, Hold Harmless, and Duty to Defend 18.1. Indemnities. 18.1.1. To the fullest extent permitted by law, Consultant shall, at its sole cost and expense; protect, defend, hold.harmless and indemnify City and its elected and appointed 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 18.0), 'from and against any ,and all damages, costs, expenses, liabilities, claims, demands, causes of'action, proceedings, judgments, penalties, bid protests, stop notices, liens and losses of any nature whatsoever, including but not limited to fees of accountants, attorneys and other professionals, and all costs associated therewith, :and the payment of all consequential damages (collectively"Liabilities','), 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, empioyees,..subcontractors, materialmen, suppliers, or contractors, or.their officers, agents; servants or employees (or any entity or individual that Consultant shall bear th&legal.liability thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence, except for Liabilities arising from the sole negligence or willful misconduct of the 13 of 19 Indemnitees, as determined by final arbitration or court- decision or by the agreement of the. Parties. Consultant shall defend the Indemnitees in any action or actions filed in connection with, any Liabilities with IcounselW the Indemnitees' choice, and shall pay all costs and expenses, including all attorneys' fees and experts' costs actually'',incurred in'conneetion.with such defense. Consultantshall reimburse the Indemnitees for any and'all:legal. expenses and costs incurredby the Indemnitees in connection therewith. 18.1.2. Consultant shall indemnify and hold harmless City in accordance with Sections 9.0 and 10.0. 18.2, Subcontractor_ Indemnification. Consultant shall obtain executed indemnity agreements with provisions identical to those in this Section 18.0Jrom each and every subcontractor or 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 subcontractorshal(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. 18.3. Workers' Compensation Acts Not Lim4ing. Consultant's. indemnification obligations under this Section, or any other provision of this Agreement, shall not be limited by the provisions of any workers' compensation. actor similar act. Consultant expressly waives its "statutory immunity undersuch, statutes or'laws,:as to City, its elected and appointed officers, officials, agents;, employees, designated volunteers and'those City agents serving as independent contractors in the role of City officials. 18.4,- Insurance Requirements Not Limiting., City does, not, and; shall not, waive any rights that it may possess against Consultant because of the acceptance by City, or the deposit,with'City, of"any insurance policy or certificate required q pursuant" 4o this Agreement: The indemnities andobligations in this; Section shall apply regardless of whether or not any insurance policies are determined to tie applicable to the Claims or Liabilitiesassertedagainst City or any of the other Indemnitees. 18.5. Survival of Terms. Consultant's indemnifications and obligations under this Section 18.0 shall survive the expiration or termination of 'this Agreement. 14 of 19 19.0 Non -Discrimination Equal Employment Opportunity Consultant _ represents equal opportunity pnperformanceffof this Agreement Consultst'Shallnodiscriminate against Any subcontractor; employee, .or applicant for employment because of race, religion, 0 olor; national origin,, handicap, ancestry, sex gender sexual orientation, gender identity, gender expression, marital status, national origin, ancestry, agephysical disability, mental disability, medical condition, genetic information, or any other basis prohibited by law:, Consultant will take affirmative action to, ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, -gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation, or any other basis prohibited by law. 20.0 Labor Certification By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Godejhat require every employer to be insured against liability for Workers' Compensation or undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing` theperformance of the Services. 21.0' Prevailing Wage and Payroll.Records To the extent that this Agreement calls for services that, in whole or in part, constitute "public works" as defined in the California Labor Code, 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. 22.0 Entire Agreement This Agreement contains the entire_ agreement of the Parties with respect tojthe subject= matter and supersedes all prior negotiations, understandings, or agreements. This Agreement may 'only,be modified by a writing signed by both Parties. 23.0 Severability The invalidity in whole or in part of any provisions of this Agreement shall 'not void or affect the validity of the other provisions of this Agreement. 15 of 19 24.0 Governing Law and Venue ThisrAgreement shall be governed by and; construed in accordance with the laws of the State of California, except that any rule of construction to the effect that ambiguities are to be resolved against tte drafting party shall, not be applied in interpreting this: Agreement. Any dispute; that arises under or relates to this, Agreement (whethei contract, tort or both),shall be resolved in:a superior court with geographic jurisdiction over the City of Seal Beach. 25.0 No Third Party Beneficiaries This Agreement is made solely for the; benefit of the Parties to'this Agreement and their respective successors and assigns, and no:other°person or entity shall be deemed to have any rights hereunder against either party by virtue of'thi6' Agreement. 26.0 Waiver No delay or omission to exercise any right, power or remedy accruing to City. under this Agreement; shall impair any. right, poweror remedy of City; nor shalltit be construed as.a waiver of, or consent to, any breach.or default. No.waiver of any breach, any failure of a condition; or any ,right or remedy under this, Agreement shall be (1) effective unless it is in writing and signed. by the Party making the waiver, (2) deemed to be a waiver of, or consent to, any other breach, failure of a condition, or rig ht or, remedy, or (3) deemed to constitute,a continuing waiver unless the writing expressly so states. 27.0 Prohibited°Interests; Conflict of Interest 27.1. Consultant covenants that,it presently. has no interest and shalknot 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 furthercovenants 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. 27.2. 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 solicitor 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 16 of 19 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. 27.3. 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 lousiness -of Consultant; andthat'ifanysuch 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 Section. 28.0 Final Payment Acceptance Constitutes Release The acceptance by Consultant of the final payment made under this Agreement shall operate as and be a release of City from all claims and liabilities for compensation to Consultant for anything done, furnished or relating; to Con'sultant's,work,or services. Acceptance of -payment shall be any negotiation of City's check or the failure to make a:wriitten extra compensation claim within ten;calendar days,of the receipt of that check: However; approval or payment by City shall not constitute, nor be rdeemed, a release of the responsibility and liability of Consultant, its employees, subcontractorsrand agents for the accuracy and competency of the information provided and/or work performed; nor shall such_ approval or,payment be deemed to'be an assumption of such responsibility or liability' by City for any defect or error in the work prepared by Consultant, its employees, subcontractors'and agents. 29.0 Corrections In addition to the indemnification obligations set forth above, Consultant shall correct, at its,expense, all errors in the work which maybe disclosed during City's review of Consultant's report or plans. Should Consultant fail to make such correction in a reasonably, timely manner, such correction may be made by City, and the cost. thereof shall be charged to Consultant. In addition to all other available remedies, City may deduct the cost of such correction from any retention amount held by City or may withhold, payment otherwise owed Consultant under thisAgreement up to the amount of the cost of correction. nll Non -Appropriation of. Funds Payments to be made to Consultant by ,City for any Services performed within the current fiscal year are within the current fiscal budget and within an available, unexhausted'fund. In'the event that City does not appropriate sufficient funds for 17 of 19 paymerit.of Consultant's; Services beyond the current fiscal year; this Agreement shall cover payment for Consultant's Servicesonlyto the conclusion of the last fiscal year in which City appropriates sufficient funds and shall automatically terminate at the conclusion of. such fiscal year. 31.0 Mutual`Cooperation 31.1. Citys Cooperation: City shall provide Consultant with all pertinent. Data, documents and other requested information "as is reasonably available for Consultant's, proper performance of the Services, required under this, Agreement. 31.2. Consultant's Cooperation. In the event any claim or action is brought against City relating to Consultant's performance of Services rendered under this Agreement, Consultant ,shall render any reasonable' assistance that' City requires. 32.0 Time of the Essence Time is of the essence An respect.to,all provisions of this Agreement that specify a time for performance; •provided, however, that the foregoing shall not be construed to limit or,deprive a Party of the benefits of any grace or use period allowed in this Agreement. 33.0 Attorneys' Fees If either party commences an action against the other party, either legal, administrative •or otherwise, arising out of or imconnection 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. 34.0 Exhibits All exhibits referenced in this Agreement, are hereby incorporated into the Agreementas 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. 35.0 Corporate Authority The person executing this,Agreement on behalf of Consultant warrants that he.or she is duly authorized to execute this Agreement ;o.n_behalf'of said party and'that by his or her execution, the Consultant is formally bound to'the provisionsofthis Agreement. 18 of 19 IN WITNESS WHEREOF, the.Parties hereto, through their respective authorized represe_ ntatives have executed. this ,Agreement as of the date and year first above written. f CITY OF SEAL BEACH CONSULTANT: Environmental Compliance Inspection Services, a Sole By rr7prietorship JilIV Ingram, CityManager By: c L Name w C:.L,. 5-11 Attest By: M Approvedasto o By° aig A. Steele, City Attorney '(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.) 19 of 19 EXH I BIT A Consultant's Proposal Gityaf-Seal-Beaach Master -Template- Approved - M2355 - _ __ _. ECS ENVIRONMENTAL COMPLIANCE INSPECTION SERVICES 'SOURCE CONTROL SOLUTIONS Dale: 4-9-11 To: Mr. David Spitz /Associate.Englneerl City of Seal Beach From: Jon Kinley/President /ECIS Re FOG Program Proposal for 2021-22 Dear Mr. Spitz: Please see below a proposal for. ECIS to implement a. FOG Program consisting of an annual.. FSE Grease Best Management'Practices (GBMP) Inspections Program, 3x Annual Grease Control Device Inspections (GCDI), and:as.needed FOG Plan Reviews for the City;ofSeal Beach "City"for 2021-22. This proposal reflects the current FOG Program as is currently implemented: There has been no increase for anyfee service In this proposal. II ➢ GBIOP'S: GREASE'BEST MANAGEMENT PRACTICES INSPECTIONS 11 INSPECTION FREQUENCY: ECISproposes to perform annual on-site, Grease Best Management Practices (GBA%IP's) inspections at all FSE's listed currently, or in the future, within the City Source Control Program database, on an.annual basis. ECISproposes to inspect each FSE a total of two times, the initial inspection and. then the return inspection. If compliance is not obtained by the. FSE after this! second inspection,- ECIS will notify City of all such FSE's, along with all relevant information including the reason(.) for the issuance of the NON. INSPECTION'S. O. P.: ECIS proposes to perform1hese inspectionsin accordance with all criteria as outlined'in the existing City GREASE'CONTROL,BEST MANAGEMENT PRACTICES INSPECTION REPORT. F,CI,S proposes, to. inspect firrthe following'at these inspections: (1) Removal offood grinder (2) Inspect Grease Collection Maintenance logs and'Employee Training logs (3) Inspect for installation and maintenance of all Drain Screens (4) 'Inspect to"ensure Food Waste BMP's are followed (S) Inspect to ensure Dry Wiping BMP is followed (6) Inspect for F,mergency Spill Materials or Spill Response Kit (7) Inspect to ens ure Grease BMP poster(s) are located in approved areas. NOTIFICATION PROCEDURE: ECISproposes to inform and give written notification of all instances of Non -Compliance to the affected FSE, andliow to obtain compliance, as described within the GREASE CONTROL BEST'NIANAGEMENT PRACTICES INSPECTION REPORT. ECIS proposes to inform City of all FSE's found to;6e in, Non -Compliance, with all enforcement procedures beyond the established notii(ication of non-compliance procedure(s) by ECIS, to be City responsibility. 33322 MARINA VISTA DR. • DANA.POINTCA,. 92629 • PHONE:. (949) 481-8816 • fiMA1L.j1on1e)A@ecisg1obaLcom ECIS ENVIRONMENTAL COMPLIANCE: INSPECTION'SERVICES SOURCE CONTROL SOLUTIONS COMPLIANCE OBTAINMENT. • AU.F.SE's in noncompliance will bergiven30.days to obtain compliance for any/all instance(,) of nota -compliance found deemed to be structural'such arthe removal of garbage grinders or the installation of draimscreens. AIF ESE's found to be non compliant for non-structural issues such as lack ofemployee training or lack ofservice receipts shall be given. 14 days to:obtain,compliance. GBMP FEE: ECIS proposes to charge City afee of $ 60.00 per FSE inspected All return'inspections'due to non-compliance will carry a fee of 560:00 per FSE, per visit. ADDITIONAL SERVICES FEE: ECLS propases,to charge City a fee of seventy Five (75) dollars per hour for additional services such as council/committee meetings etc.. EDUCATIONAL MATERL9LSI DOCUMENTATION. • ECiS proposes to distribute all applicable and relevant material related to the program to all known andlor affected FSF's at, the time' ofth'e,inspections. DATABASE:. ECIS proposes'to include all information,relevant'to the program on the same Excel database as the Grease Control Device Inspections (GC'Di). This information will be located. within a separate worksheet labeled "GBMP's ". FOG'PLAN REVIEW SERVICES: ECIS proposes to also perform as needed FOQ Plan Review. services as is currently included in the existing agreement with no changes, made. ECiSproposesto charge the usual $1.75 per plan. ECIS estimates that there may be 2 plan reviews, performed over the next year of the new agreement. This may add an additional $35'O to the program cost: ECIS proposes to supply, electronically, an updated copy of the Excel database to City within two weeks `of the end date of each inspection run. GBMP PROGRAM COST ESTIMATION Using the last current (November 2020) estimated number of 63 FSE's subject to inspection, the estimated annual cost 'ofGrease BMP Inspection Program without return inspection charee is $ 3,900.00 (65x $60). Because 'the;level of non compliance4s so diicultto.estimate, ECIS estimates that out of 62.FSE's, half (33), may be found to be non-compliant and subject to return inspection, thus increasing the cost of the estimated yearly program by an additional .$ 1,980-(33 X Estimated annual cost of CB NP litspection,froeran; with all relurn inspectioncliarees'as outlined above is $5:880. (S3,900 + $1,980). ➢ GCDI'S GREASE CONTROL.DEVICE^.INSPECTIONS INSPECTION"FREQUENCY: ECIS proposes, to inspect all Gravity Grease ;Interceptors -(GGI) and Hydro - Mechanical Grease Interceptors (IIGI) within City sewer service.area on a 3x.annual basis; This inspection program is exactly the same as it is now currently beingimplemented 33322 MARINA VISTA DR. • DANA POINT C.4,92629 -PHONE: (949) 481-8826 •'EMAIL.jkinley@ecisglobalcom ECIS ENVIRONMENTAL COMPLIANCE INSPECTION SERVICES 'SOURCE CONTROL SOLUTIONS INSPECTIONS.O.'P.: ECIS proposes'lo perform the following minimum at all inspections: 1. Contact customer. 2. Determine capacity and condition ofgrease interceptor and record results. 3. Observe recent pumping manifests and or receipts -record on database. 4. Inform customer of all results and/or actions. 5. Issuance and follow up of notice of non-compliance (NON) if necessary. DATABASE: ECIS proposes to -gather, maintain, and provide a complete Excel database of all FSEs which do and/or do not discharge wastewater containing fats, oil or grease (FOG) into the sewer collection system. This database will include, but is not limited to, the following information: 1, .Name -location of establishment. 2. Property owner, manager, -contacts person name( s),:and phone number(s). 3. Grease interceptor location, number of inspection points, and volume in gallons/pounds: 4. Date of inspection, most recent pumping date, and condition of interceptor. S. Waste hauler names, addresses, and phone numbers. 6. NON issuance date(s), recheck dates, and results as well as any/all relevant information. GCDI FEE: ECIS proposesto charge City at a rate of Twenty (20) dollars per inspection paint. An inspection point is defined as any opening into the grease interceptor or grease trap, designed for providing access to or obtaining sample(s). PROGRAM COST. ESTIMATION. • The following estimated cost breakdown is for the actual inspections of the.knownGCD's'within City. Currently, (November 1020) there are 108 FSE 's in the City sewer service area. There are currently 94 inspection points (lids) between 34 Gravity Grease Interceptors (GGI) and 14 Hydro -mechanical Grease Interceptors (AGI). Inspecting 94 lids on a 3x annual basis will cost $5,640— (94 X$20 X3 = $5,640). To account for futuregrowth ECIS is adding another 4 lids (]grease interceptor, or several smaller HGI's) to the total. These 4; additional future lids will cause a rise of an additional annual total of $240. Therefore the total proposed annual program cost estimation for the G grogram is $5,880. ECIS proposes to supply electronically, an updated copy of the Excel database to City within two weeks of the end date of each inspection run. 33322 MARINA V157A DR. • DANA POINT CA, 92629 • PHONE: (949) 481-8826 • EM41L jkinky(aleosglobatrom Aft v ECIS ENVIRONMENTAL COMPLIANCE, INSPECTIONSERVICES SOURCE CONTROL SOLUTIONS INDIVIDUAL FOG PROGRAM COST ESTIMATIONS FOR FY 2020: ➢ 3XAnnual Grease Control Device Inspections: $5,880 ➢ Annual Grease BMP Inspections $5.880. ➢ As needed F06 Plan..Reviews: $350 Estiittated`2021 cos6lorFOG:Proertunis:$12,i'10.. Thank you Mr. Spitz for allowing F,CIS the opportunity to further, assist City inits endeavors to create a cleaner and safer coastal environment. Please feel free to contact me anytime. with any questions or comments. Respectfully submitted, Jon C Kinley President SCIS 33322 MARINA VISTA DR. - DANA POINT CA. 92629 • PHONE: (949) 481-8826 - EMAIL.jkintey@ecisgioba(com Ey' J ENVIRONMEMAL COMPLIANCEINSPECTIONSERV/CES SOURCE CONTROL SOwnoNH 33311 MARINA VISTA DR. • DANA POINTCA 92629 • PHONE: (949)481-8826- EMAIL.jklnley©ecisRlobal.com EXHIBIT B TERMS FOR COMPLIANCE=WITH°CALIFORNIA.LABOR' LAW REQUIREMENTS 1. This Agreement,calls for services that; in whole or in part; constitute "public works" as defined in Division 2, Part .7,. Chapter 1' (commencing with, Section 17217) 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 ("DIR7)°implementing such statutes. Therefore,,:as to those:Services1hat 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: inclusiom 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 thaf'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 immediatelynotifyCity. 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 DO regulations. 5. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages for each craft; classification, or typwof worker needed to°perform the Agreement. are on file at City Hall and will be made available to any `interested party ow request: Consultant acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and Consultant shall post such,raies'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'byany 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 Eiryhof-Seal Beaati Master -Template Apar°' d -W4121 2532366 ;Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and'infonn City of the location of the records: 8. Consultant shall comply,with and be bound by the provisions of Labor Code Sections 1777:5, 1777A and 1777.7 and California Code.,of Regulations, Title 8, Section 1200 et seq. concerning the employment of apprentices. on public works projects. Consultant shall be responsible for compliance' with these ,aforementioned Sections Ifor 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 ofits subcontractors shall submit to City a verified statement'of the journeyman: and apprentice hours performed under this Agreement. I 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 jof 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 jor any subcontractor becomes debarred or suspended during the duration of the project, Consultantshali immediately notify City: 10. Consultanf 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 penaltiesforworkers who work excess hours. Consultant shall, as a penalty to City, forfeit $25.00 for each workeremployed 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 11, 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 undertakeself-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:" city-of_Seat-Beach Maater Tempiate Approved: 614121 2522566 12. For every subcontractor who will perform work" on .theproject, 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 thoseMatuto_ry provisions;and a requirement that each subcontractor shall comply with those statutory provisions. Consultant�shall;be'required to 'take all actions necessary to enforcesuch: contractual provisions. and ensure subcontractor's compliance, including wiihout,limitation, conducting a periodic review of the certified payroll records ofthe'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 rectify4hy failure. 11 To the maximum,extentpermitted,by,law, Consultantshail indemnify,.hold;harmless and defend (aiConsultant's expense'with:counsel reason ably,acceptableto City) City, ;its officials,.officer%.employees, agents and. independent contractors serving in.the role of Cityofficials, and volunteers from and against any demand, or claim for damages; compensation, fines; penalties or other amounts arising out oi`or'incldenial to any acts or omissions'. listed above by any person or entity (including Consultant; its:sutfcontractors; and`each of their officials, officers, employees and agents) in connection with:any+work undertaken or. in;connection with the,.Agreement Includingrwithout limitation the°payment: of all consequential damages, attorneys' fees, and other related costS,and expenses. All duties of Consultantunderthis Section shall survive1he termination of the Agreeme lL City of -Seal Beach -Master -Template Approved, 5l4Q4 2632355 r-91 RESOLUTION 7153 A RESOLUTION OF THE SEAL BEACH CITY COUNCIL AWARDING AND AUTHORIZING THE CITY MANAGER TO EXECUTE .A PROFESSIONAL SERVICES AGREEMENT WITH ENVIRONMENTAL COMPLIANCE INSPECTION SERVICES TO PROVIDE FATS, OILS AND GREASE INSPECTION SERVICES WHEREAS; the City is required to implement a Fat, Oils and Grease Control Program to comply with General Was Discharge Requirements No. R8-2002-0014; and, WHEREAS, pursuant to the Seal Beach Charter, Seal Beach Municipal Code Chapter 3,20 establishes a central purchasing system including procedures for competitive .bidding and exemptions from competitive bidding, and Seal Beach Municipal Code Section 3.20.025(C) provides an exemption from completive bidding requirements for purchases of professional services; and, WHEREAS; the City has determined that Environmental Compliance Inspection Services is qualified to provide professional services for Fats, Oils and Grease Inspection Services. NOW, THEREFORE, THE SEAL BEACH CITY COUNCIL DOES HEREBY RESOLVE: Section 1. The City Council hereby awards a Professional Services Agreement (Agreement) to, Environmental Compliance Inspection Services in a not - to -exceed amount of `$36,330 for a three (3) year term. Section 2. The City Council hereby authorizes and directs the City Manager to execute the Agreement on behalf of.the City. Section 3. The City Council hereby authorizes the City Manager to approve payments for additional work requests in connection with the Agreement in the cumulative not -to -exceed amount of $10,000. Section 4. The City Council hereby authorizes the City Manager to extend the jAgreement with Environmental Compliance Inspection Services for up to two (2) additional -one-year terms, at her discretion, in a not -to -exceed amount of $12,110 for each one-year term extension. PASSED, APPROVED and ADOPTED by the Seal Beach City Council at a regular meeting held on the 24th day of May, 2021 bythe following vote: AYES: Council Members: Kalmick, Massa-Lavitt, Moore Sustarsic, Varipapa NOES: Council Members: None ABSENT: Council Members: None ABSTAIN: Council Members: None Joe Kalmick, Mayor 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 7153,on file in the office of the City' Clerk; passed, approved, and adopted by the. City Council at a regular meeting held on the -24th day of May, 2021. *G311oria i - 'a®' ,acoap CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY) �y 05/01/2021 ,THIS CERTIFICATE IS'; ISSUED � ASIA:MATTER OF. INFORMATIONONLY 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 THEICERTIFICATE.HOLDER. IMPORTANT:( If the certificate holder is an ADDITIONAL. INSURED, the policy(ies).must' be endorsed.- If SUBROGATION IS WAIVED, subject to the terms,and conditions:of the policy; Certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate' holder in lieu of such endorsement(s). 'PRODUCER 'C NTACT NAME: .James James W NDISOn' (a CNNoEstl:_949-753955-5 AIC Na :7/4-507-1604 16691 Gothard St Suite A E-MAIL -&DQREs—s-4nelsonlQfarmersagenLcom Huntington Beach' CA 92647 INSURER(S) AFFORDING COVERAGE NAIDM INSURER A: Liberty. Mutual - Ohio Security Insurance Company 24062 A 'INSURED INSURER B: Certain Underwriters at Lloyds Jon Kinley.DBA: Environmental Compliance 01/30/2021 01/30/2022 Inspection Se"ice INSURER C: 33322 Marina Vista Drive INSURER D : GENERAL AGGREGATE S 4,000,000 Dana Point CA 92629 INSURER E : INSURER F COVERAGES CERTIFICATE'. NUMBER: REVISION NUMBER: THIS IS'TO CERTIFYTHATTHE POLICIES OF INSURANCE LISTED BELOW HAVE BEEWISSUED TO,THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH jRESPECT 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. IC;; R LISUBR POLICY EFF POLICY EXP TYPE OF INSURANCE -POLICY NUMBER MWDO"YY' MMIDDAPY1' LIMITS GENERAL' LIABILITY Seal Beach CA 92740 Jaw..eS,W N&4 EACH OCCURRENCE; 1$ 2,000,000 X COMMERCIAL GENERAL LIABILITY CLAIMSMADE❑OCCUR � � AAIMAGETORE'N ; ED PREMISES (Ea occurrence) -IS-300 000 I MED EXP WY one person) S 15,000 A BKS 57739408 01/30/2021 01/30/2022 I PERSONAL &ADV INJURY S 2,000,000 GENERAL AGGREGATE S 4,000,000 GEN -L AGGREGATE LIMIT APPLIES PER: (PRODUCTS - COMPIOP AGG e4D00000 POLICY JE17 LOC I $ AUTOMOBILE LIABILITY� ANY AUTO � COMBINED SIN LE LIMIT I (Ea acuaeml $ 2 00.0,000 rBODILY INJURY (Pet person) $ A ALL OWNED SCHEDULED AUTOS AUTOS X HIRED AUTOS X NO O OWNED BKS 57739408 01/3012021 01/30/2022 BODILY INJURY (Per acadent) $ (Per OPER ntDAMAGEI $ $ UMBRELLA LIAR OCCUR F F EACH OCCURRENCE' $ AGGREGATE I S EXCESS CLAIMS -MADE AHI I' DED 4ARETENTI ON$ I$ A WORKERS COMPENSATION AND EMPLOYERS LIABILITY ANY PROPRIETORIPARTNERIEXECUTIVE Y� OFFICEIMEMBER EXCLUDED' V IM E Cary in NH) NIA XWS 21 57739408 ( I 06/1$/2021 0611 $/2022 X INC STATU- OTH- 0$Y LIMITS.�ER E L EACH ACCIDENT. 51,000QQQ E. L. DISEASE -EA EMPLOYE S 1,000.000 E.L. DISEASE -POLICY LIMIT I S 1,000,000 f y 0 scnbe un0erQ�SCRiPTTQN QF OPERATIONS hol, B Professional Liability I I PSJ0729605164 03/25/2021 03/25/2022 $1,000,000/31,000,000 Retroactive Date 03/25/2014 DESCRIPTION OF OPERATIONS/ LOCATIONS /VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) City of Seal Beach, its directors; officials, officers, employees, agents and volunteers are Additional Insureds With respect to General and Auto Liability per the attached endorsements as required by written contract. Insurance is Primary and Non -Contributory. Waiver of Subrogation applies to General Liability, Auto Liability and Workers' Compensation in favor of the Additional Insureds. 30 Days Notice of Cancellation for Non -Payment of Premium in accordance with the policy. provisions. Rf,Form CG 88 10 04 13 & WC960679 CERTIFICATE HOLDER CANCELLATION City of Seal Beach SHOULD. ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE' -EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn:. Elizabeth Camarena ACCORDANCE WITH THE POLICY PROVISIONS. 211 8th SI AUTHORIZED REPRESENTATIVE Seal Beach CA 92740 Jaw..eS,W N&4 © 1988-2010 ACORD CORPORATION. Allrights reserved. ACORD 25 (2010/05) The ACORD name'a ud logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY CG 88 10 04 13 THIS; ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY EXTENSION This endorsementmodifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART INDEX SUBJECT PAGE NON -OWNED AIRCRAFT 2 NON -OWNED WATERCRAFT 2 PROPERTYDAMAGE LIABILITY -ELEVATORS 2 EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) 2 MEDICAL PAYMENTS EXTENSION 3 EXTENSION OF SUPPLEMENTARY PAYMENTS - COVERAGES A AND B 3 ADDITIONAL INSUREDS - BY CONTRACT, AGREEMENT OR PERMIT 3 PRIMARY AND NON-CONTRIBUTORY- ADDITIONAL INSURED EXTENSION 5 ADDITIONAL INSUREDS -EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" 6 WHO IS'AN.INSURED -INCIDENTAL, MEDICAL ERRORS/MALPRACTICE AND -WH6mAN .INSURED - FELLOW EMPLOYEE' EXTENSION -.MANAGEMENT EMPLOYEES 6 NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES 7 FAILURE TO DISCLOSE HAZARDS AND PRIOR' OCCURRENCES 7 KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT 7' LIBERALIZATION CLAUSE 7 BODILY INJURY REDEFINED 7 EXTENDED' PROPERTY DAMAGE 8 WAIVER OF TRANSFERgOF RIGHTS OF RECOVERY AGAINST OTHERS TO US - B WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU © '2013 Liberty Mutual Insurance CG 88' 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. PageA of'8 With, respect to -coverage afforded by this endorsement, the provisions of the policy apply unless modified by the -endorsement. A. NON -OWNED AIRCRAFT ,Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability; exclusion g. Aircraft, Auto Or Watercraft does�not apply to an aircraft provided: 1. It is not owned by any insured; 2. It hired, chartered or loaned with atrained paid crew, 3. The pilot in command holds a currently effective certificate, issued by the duly constituted authority of the United States of America or Canada, designating her or him a commercial or airline pilot, and 4. It is not being .used to carry persons or; property for a charge. However; theinsurance afforded by this provision does not apply if there is available to the insured other valid and collectible insurance, whether primary, excess (other than insurance written to apply specifically in excess ofthis policy), contingent - or on any other basis, that would also apply to the loss covered under this provision.. —_ B. NON -OWNED WATERCRAFT Under Paragraph 2. Exclusions ofSection I - Coverage A,- Bodily Injury And Property Damage Liability, Subparagraph (2) of exclusion g. Aircraft, Auto Or Watercraft is, replaced by the following: This exclusion does not apply .to: (2) Awatercraft you do not own that is: (a) Less than 52 feet long; and (b) Not -being used to carry persons or property for a charge. C. PROPERTY DAMAGE LIABILITY -ELEVATORS 1. Under Paragraph 2. Exclusions of Section I - Coverage A -. Bodily Injury And Property Damage Liabil- ity, Subparagraphs (3), (4) and (6) of exclusion j. Damage To Property do not apply if such"property damage" results from the use of elevators. For the purpose of this provision,. elevators do not include vehicle lifts Vehicle lifts are lifts or hoists used in automobile service or repair operations. 2. The following. is added to Section IV - Commercial General Liability Conditions, Condition 4. Other Insurance, Paragraph b. Excess.lnsurance: The insurance afforded by this :provision of this endorsement is excess over any property insurance, whether primary, excess, contingent or on any other basis. D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) If Damage To Premises Rented To'You is not otherwise excluded from this Coverage Part: 1. Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury and Property Damage Liability: a. The fourth from the last paragraph of�exclusion j. Damage To Property is replaced by the follow- ing: Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire, lightning, explosion; smoke; or leakage from an automatic fire protection system) to: (i) 'Premises rented to you for a period of 7 or fewer consecutive days, or (ii) Contents that you rent or lease as part of a premises rental or lease agreement for a period of more than 7 days. Paragraphs. (1),. (3) and (4) of this exclusion do notapply to "property damage" to contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section III - Limits of Insurance. ©2013Li6erty.Mutual Insurance. CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Page 2 of b. The last paragraph of subsection 2. Exclusions is replaced by the following: Exclusions c. through, n. do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protection systems to°premises while rented to .you or temporarily occupied by you with permission of the owner. A,separate limit of insurance applies to. Damage To Premises Rented To You as described in Section III -.Limits Of Insurance. 2. Paragraph 6. under Section III - Limits Of Insurance is replaced by the following: 6. Subject. to .Paragraph 5. above, the Damage To Premises Rented To You Limit Is'the'most we will pay under Coverage A for damages because of "property damage" to: a. Any one premise: (1) While rented to you, or (2) While rented to you or temporarily occupied by you with permission, 'oftheowner for damage by fire,_ lightning, explosion, smoke or leakage from automatic protection sys- tems; or b. Contents that you rent or lease as part of,a premises rental or lease agreement. 3. As regards .coverage provided by this provision D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) - Paragraph 9:a. of Definitions is .replaced with therfollowing: 9.a. A. contract for a leaseof premises. However, that portion of•the "contract for a lease of -premises that indemnifies any person or organization for damage by fire„ lightning, explosion, smoke; or leakage from automatic fire protection' systems to premises while rented to you or temporarily occupied by you with the permission of the owner, or for damage to contents of such premises that are included in your premises rental or lease agreement, is not "insured contract E. MEDICAL PAYMENTS EXTENSION If Coverage C Medical Payments is not otherwise excluded, the Medical Payments, provided by this policy are amended as follows Under Paragraph 1. Insuring Agreement of Section I - Coverage. C - Medical Payments;. Subparagraph (b)'of`Paragraph a. is replaced by the following: (b) The expenses are incurred and reported within three years of the date. of the accident, and F. EXTENSION OF SUPPLEMENTARY PAYMENTS - COVERAGESA AND B 1. Under Supplementary Payments - Coverages A.and B, Paragraph 1.1b. is replaced by the following: b. Up to $3,000 for cost of bail bonds required because of accidents or traffic .law violations arising out of the useof'any vehicle to which the Bodily Injury Liability Coverage applies We do not have to furnish these bonds. 2. Paragraph 1.d. is replaced by the following: d. All reasonable expenses incurred by the' insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a`day because of time. off from work. G. ADDITIONAL INSUREDS - BY CONTRACT, AGREEMENT OR PERMIT 1. Paragraph 2. under Section II - Who Is An Insured is amended to include as aninsured, any person or organization whom you have agreed to add as an additional insured in a written contract, written agreement or permit. Such person or organization is an additional insuredbut only with :respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by: a. Your acts or omissions, or the acts or omissions of those acting on your behalf; in the performance, of your on going operations for the additional insured that are the subject of the'written contract or written agreement provided that the "bodily injury" or 'property damage" occurs', or the; "per- sonal :and advertising injury" is committed, subsequent to the signing of such written contract or written agreement, or © 20131-iberty Mutual Insurance CG 88'.10 04. 13 Includes copyrighted material of Insurance Services Office, Inc.,wilh itspermission. Page of`8 b. Premises or facilities rented by you or used by you; or c. The maintenance, operation or use by you of equipment rented or leased to you by such person or organization, or d. Operations performed by you or on your behalf for which the state or political subdivision has issued a permit subject to:the following additional provisions: (1) This insurance does not apply to "bodily injury", "property damage", or "personal and ad- vertising injury" arising out of the operations performed for the state or political subdivision, (2) This insurance does not. apply to "bodily injury" or "property damage" included within the "completed operations hazard". (3) Insurance applies to premises you own, rent, or control but only with respect to the following hazards: (a) The existence, maintenance, repair, construction, erection, or removal of advertising = signs, awnings,,; canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners, or decorations and similar expo- sures, or (b) The construction, erection, or removal of elevators, or (c) The ownership, maintenance, or use of any elevators covered by this insurance. However: 1. The insurance afforded to`,such additional insured only applies to the extent permitted by law, and 2. If coverage provided to the additional insured is required by a contract or agreement, the insur- ance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. With respect to Paragraph 1.a. above, a person's or organization's status as an additional insured under this endorsement ends when: (1) All work, includingmaterials; parts or equipment furnished in connection with such work, on the project (other than service, maintenance or'repai'rs) to be performed by ori on behalf of the additional insured(s) at the location of the covered operations has been completed, or (2) That portion of "your work" out of which the injury or damage arises has, been put to its intended use by any person' or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. With respect to Paragraph 1.6. above, a person's or organization's status as an additional insured under this endorsement ends when their, written contract or written agreement with you for such premises or facilities ends. With respects to Paragraph 1.c. above, this insurance does not apply to any "occurrence" which takes place after the equipment rental or lease agreement has expired or you have returned such equipment to the lessor. The insurance provided by this endorsement applies only if the written contract or written agreement is signed prior to the "bodily injury" or "property damage". We have no duty to defend an additional insured under this endorsement until we receive written notice of a,"suit" by the additional insuredas required in Paragraph b. of Condition 2. Duties In the Event Of Occurrence, Offense, Claim Or Suit under .Section IV - Commercial General Liability Condi- tions. © 20131-iberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of'insurance Services Office, Inc., with its permission. Page 4 of 8 2. With respect to the insurance provided by this endorsement; the following are added to Paragraph 2. Exclusions under Section I - Coverage A -Bodily Injury And Property Damage Liability: This insurance does not apply to: a. "Bodily injury" or "property damage" arising from the sole negligence of the' additional insured. b. "Bodily injury" or "property damage" that occurs prior to' you commencing operations at the location where such 'bodily injury" or"property damage" occurs.. c. "Bodily injury", "property damage" or "personal and advertising injury" arising out:of`the render- ing of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving,. or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications, or (2) Supervisory, inspection; architectural or engineering activities. This exclusion appliesevenrif the claims against any insured. allege negligence or other wrongdoing, in the supervision, hiring, employment, training or monitoring of others by that: insured,' if the "occur- _ .._ rence" which caused the "bodily injury' or "property damage", or the offense which caused the. "personal and .advertising injury", involved the rendering of, or the failure to render, any professional architectural, engineering or surveying services. d. "Bodily injury" or "property damage" occurring after: (1), All work; including materials, parts or .equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be: performed by oron behalf of the additional insured(s) at the location of'the covered operations has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by ,any person or organization other' than another contractor or ,subcontractor engaged in performing operations for a principal as a part of the same, project. e. Any person or organization specifically designated as an additional insured for ongoing operations bya separate ADDITIONAL .INSURED -OWNERS, LESSEES OR CONTRACTORS endorsement is- sued by us and made a part of this policy. 3. With respect to the insurance afforded to these additional insureds, the following is added to Section III - Limits Of Insurance: If coverage provided to the additional insured Jsrequiredby a contract or agreement, the most we will pay on behalf of the additional insured is theamountof insurance: a. Required by the contract or agreement; or b. Available under the applicable Limits of Insurance shown in the Declarations, Whichever is less. a This endorsement shall not increase the applicable Limits of Insurance shown in the Oeclaratio ns... H. PRIMARY AND NON-CONTRIBUTORY ADDITIONAL INSURED EXTENSION This provision. applies to any person or organization who qualifies as an additional insured under any;form or endorsement under this policy. Condition, 4: Other Insurance of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS is amend- ed.as follows: a. The following is added to Paragraph a.. Primary Insurance: If an additional insured's policy has an Other Insurance provision making its ,policy excess, 'and you have agreed in awritten contract or written agreement to provide the additional insured ;coverage on'a primary and noncontributory basis, this policy shall be primary and we will not seek contribution from the additional insured's policy for damages we cover. © 20131-iberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page;,5?of'8, Id. The following is added to Paragraph b. Excess Insurance: When a written contract or written agreement, other than a premises lease, facilities rental contract or agreement, an equipment rental or lease contract or agreement, or permit issued by a state or political subdivision between you and an additional insured does not require this insurance to be primary or primary and non-contributory, this "insurance is excess over any other insurance for which the addi- tional insured is designated as a Named Insured. Regardless of the written :agreement between you and an additional insured, this insurance is excess over any other insurance whether primary, excess, contingent or on any other basis for which the additional insured has been added as an,additional insured on other policies. I: ADDITIONAL INSUREDS - EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. 1. The following is added to Condition 2. Duties In The Event Of Occurrence, Offense, Claim or Suit: An additional insured under this endorsement will as soon as practicable: A. Give written notice of an "occurrence" or an offense that may result in a claim or "suit" under e this insurance to us; b. Tender the defense and indemnity of any claim or "suit" to all insurers whom also have insurance available to the additional insured; and c. Agree to make available any other insurance which the additional insured has for a loss we cover under this Coverage Part: d. We have no duty to defend or indemnify an additional insured under this endorsement until „ we receive written notice of a "suit.' by theadditional insured. 2. The limits of insurance applicable to the additional insured are those specified in alwritten contract or written agreement or the limits of insurance as stated in the Declarations of� this policy and defined in Section. III - Limits of Insurance of this policy, whichever are less. These limits are inclusive of and not in addition to the limits of insurance available under this policy. J. WHO IS AN]NSURED - INCIDENTAL, MEDICAL ERRORS/ MALPR ACTICE WHO IS AN INSURED - FELLOW 'EMPLOYEE EXTENSION -MANAGEMENT EMPLOYEES. Paragraph 2.a.(1) of Section II - Who.lsAn Insured. is replaced with the following: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners, or members (if you are -a partnership or joint venture), to your members (if you are a limited liability company), to a co -"employee" while in the course of his or her employ- ment or performing duties related to the conduct of your business, or to your other "volunteer workers" -while performing duties related to the conduct of your business, (b) To the spouse, child, parent, brother or sister of that co -"employee" or "volunteer worker" as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1) (a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. However, if you are not in the business of ,providing professional health care services or providing profes- sional health care personnel to others, or if coverage for providing professional health care ser- vices .is not otherwise excluded by .separate endorsement, this provision (Paragraph (d)) does not apply. Paragraphs (a) and (b) above do not apply to "bodilyinjury" or "personal and advertising injury" caused by an "employee" who is acting in a supervisory capacity for you. Supervisory capacity as used herein means the "employee's" job responsibilities assigned by you, includes the direct supervision of+other "employ- ees" of yours. However, none of these "employees" are insureds for "bodily injury" or "personal and © 20131-iberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 6 of 8 advertising injury" arising out of their willful conduct, which is defined as the purposeful or willful intent to cause "bodily injury" or "personal and advertising injury", or caused in whole or in part by their intoxica- tion by liquor or controlled substances. The coverage provided by provision J. is excess over any other valid and collectable insurance available to your "employee'. K. NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES Paragraph 3: of Section II - Who Is An Insured is replaced by the following: 3. Any organization you newly acquire or form. and over which ,you maintain ownership or majority interest, will qualify as a Named Insured. if there is no other similar insurance available to that organization. However: a.. Coverage underthis provision is afforded only until theexpiration of the policy' period in which the,entity was acquired or formed by you: Id. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization: and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before youacquired or formed the. organization. d. Records and descriptions of operations must be maintained bythe�first Named Insured. No person or organization is an insured with respect to the conduct of any current: or past, partners hip, joint venture or limited liability company that is not shown as:.a Named Insured in the Declarations or qualifies as an insured under this .provision. L. FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES Under Section IV - Commercial General Liability Conditions, the following is,added to Condition 6. Repre- sentations: Your failure to.disclose all hazards or prior "occurrences" existing as of the inception, date of the policy shallnot prejudice the coverage afforded by this, policy provided such failure to disclose all hazards or prior "occurrences" is not intentional. M. KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT Under Section IV - Commercial General Liability Conditions, the following isadded to Condition 2. Duties In The Event of Occurrence, Offense, Claim Or Suit: Knowledge of an "occurrence", offense, claim or "suit" by an agent, servant or "employee" of any insured shall not in itself constitute knowledge of the insured unlessaWinsured listed under Paragraph 1.. of Section II - Who s An Insured or a person who has been designated. by them to receive reports' of "occurrences offenses, claims or "suits" shall have received such notice from the, agent, servant or "employee". N. LIBERALIZATION CLAUSE If we revise this Commercial General Liability Extension Endorsement to provide more: coveragewithout additional premium charge, your policy will automatically provide the coverage as of the day the revision is effective in your state. O. BODILY INJURY REDEFINED Under Section V - Definitions, Definition 3. is replaced by the following: 3. "Bodily Injury" means physical injury, sickness or disease sustained by a person. This includes mental anguish, mental injury, shock, fright or death that results from such physical injury, sick- ness or disease. 0 2013 Liberty Mutual Insurance CG 88 10.04 13 Includes copyrighted material of Insurance. Services Office, Inc., with its permission. Page 7•of 8 P. EXTENDED PROPERTY DAMAGE Exclusion, a. of COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY is :replaced by the following: Q. a. Expected Or Intended Injury "Bodily injury" or'.property damage' expected or intended from the standpoint of the insured. This exc41 lusion .does not apply to "bodily injury" or 'property damage" resulting from the use of reasonable force to protect persons or property. WAIVER OF TRANSFER OF RIGHTSOF .RECOVERY AGAINST OTHERS TO US - WHEN REQUIRED IN A CONTRACT. OR AGREEMENT WITH YOU Under Section. IV - Commercial General Liability Conditions, the following is added to Condition 8. Trans- fer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against a person or organization because of payments we make for injury or damage arising out of your ongoing 'operations or "your work" done_ under a contract with that person or organization and included in the "products -completed operations hazard" provided: 1. You .and that person or organization have agreed in writing in a contract or agreement that you waive such rights against that person or organization; and 2. The, injury or damage occurs subsequent to the execution of the written contract or written agree- ment. © 2013 Liberty Mutual Insurance CG 88.10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 8 of 8 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 06'79 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT -CALIFORNIA We have the right torecoyer our payments from anyone liable for an injury covered by. this .policy. We will not enforce our right against the person or organization named in the Schedule (This' agreement applies only to the extent that, you perform work under a written contract that requires you to obtain !his :agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while en- gaged in thework described in the Schedule. The additional premium for this endorsement is $ 250 Schedule Person or Organization Where required by contract or written agreement Job Description 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 issuedsubsequent to preparation of the policy.) Endorsement Effective Policy Effective 06/18/2021 State Policy No. XWS (22) 57 73 94 08 Insured JON KINLEY DBA ENVIRONMENTAL COMPLIANCE Endorsement No. 0006 Premium Insurance Company Ohio Security Insurance Company Countersigned by WC 99 06 79 (Ed. 01-13) © 2013 Liberty., Mutual Insurance Includes copyrighted material of WCIRB,with its permission. 19291