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HomeMy WebLinkAboutAGMT - ACCO Engineered Systems Inc (HVAC Maintenance and Repair Services) .a`�0 SEA F try `,* Cifri Dcea.Q----ge4Cgco cA� ('Ill'II\LI 211 l I(iHi II SiRI-IiT SE.\L BE\(H.CALIFORNIA 90740 !56214+I-2527•\a t\scalbcachca.gov July 24, 2024 ACCO Engineered Systems, Inc. 2201 Park Place,Suite 400 El Segundo,CA 90245 Attn: Andy Lufkin SUBJECT: CITY OF SEAL BEACH—ACCO ENGINEERED SYSTEMS,INC. PROFESSIONAL SERVICES AGREEMENT EXTENSION NO. 3 HVAC Maintenance and Repair Services Mr. Lufkin: Pursuant to the Professional Services Agreement for HVAC Maintenance and Repair Services, dated July 26, 2021,as previously amended by Amendment No. 1 dated May 23, 2022, by and between the City of Seal Beach (City) and ACCO Engineered Systems, Inc.,the City is hereby notifying ACCO Engineered Systems, Inc. of its desire to exercise the third of four optional one-year term extensions as per Section 2.2 Term.The Agreement termination date is now revised to July 26, 2025.All other terms and provisions of the Agreement shall remain unaltered and in full force and effect. Should you have any questions, please do not hesitate to contact Iris Lee, Public Works Director at(562) 431-2527 x1322 or ilee@sealbeachca.gov. Sincerely, ?ifito(71 .Dencliwn Jill R. Ingram City Manager CC: Iris Lee, Public Works Director Gloria D. Harper,City Clerk AMENDMENT NO.2 PROFESSIONAL MAINTENANCE SERVICES AGREEMENT for HVAC Maintenance and Repair Services between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 ACCO Engineered Systems, Inc. 265 McCormick Avenue Costa Mesa, CA 92626 (818) 730-5845 This Amendment No. 2, dated September 11, 2023, amends that certain agreement ("Agreement") dated July 26, 2021, as previously amended by Amendment No. 1 dated May 22, 2022 ("Amendment No. 1"), by and between the City of Seal Beach ("City"), a California charter city, and ACCO Engineered Systems, Inc. ("Contractor"), a California corporation. 1 RECITALS A. City and Contractor are parties to the Agreement, as amended by Amendment No. 1, and previously extended to midnight on July 26, 2024, pursuant to which Contractor provides HVAC maintenance services including regularly scheduled preventative maintenance, related repairs, and on-call emergency and unexpected maintenance tasks. B. City and Contractor wish to amend the Agreement, by this Amendment No. 2, to increase Contractor's compensation for a total contract not -to -exceed amount of $85,598.58 for each one-year extension, as provided herein. AMENDMENT NO.2 NOW, THEREFORE and in consideration of the foregoing and of .the mutual covenants and promises herein set forth, the parties agree to amend the Agreement as follows: Section 1. Subsection 1.1.1 of Section 1.0 (Scope of Services) of this Agreement is hereby amended in its entirety to read as follows: 1.1.1 Contractor shall provide those additional services set forth in the attached Exhibit A-1 (Proposal dated May 6, 2022), which are hereby incorporated by this reference. To the extent there is any conflict between Exhibit A, Exhibit A-1, Exhibit B, Exhibit C, and this Agreement as amended by Amendment No. 1 and Amendment No. 2, this Agreement as amended by Amendment No. 2 shall control." Section 2. Subsection 3.1 of Section 3.0 (Contractor's Compensation) of this Agreement is hereby amended in its entirety to read as follows: "3.1 City will pay Contractor in accordance with the following provisions: 3.1.1. Original Term and First Extension. City will pay Contractor in accordance with the hourly rates shown on the fee schedule as set for in Exhibit A for Services, and Exhibit A-1 for Additional Services, but in no event will the City pay more than the total not -to -exceed amount of $85,598.58 for the Services (Exhibit A) and Additional Services (Exhibit A-1) for the Original Term and the first extension. 3.1.2 Second. Third and Fourth Extensions. For any second, third or fourth extension as may be elected by City pursuant to Section 2.2, City will pay Contractor in accordance with the hourly rates shown on the fee schedule as set for in Exhibit A for Services and Exhibit A-1 for Additional Services, as may be adjusted in accordance with Subsection 3.2.1, but in no event will the City pay more than the total not -to -exceed amount of $85,598.58 for the Services (Exhibit A) and Additional Services (Exhibit A-1) for each one-year extension. " 2 Section 3. All references to the term "Agreement" throughout Sections 1.0 through 37.0, inclusive, of the Agreement are hereby modified to include the Agreement dated July 26, 2021, Amendment No. 1 dated May 23, 2022, and this Amendment No. 2 dated September 11, 2023, as if all those terms are fully set forth therein. Section 4. Except as expressly modified or supplemented by this Amendment No. 2, all other provisions of the Agreement and Amendment No. 1 shall remain unaltered and in full force and effect. In the event of a conflict between the provisions of this Amendment No. 2, on the one hand, and the provisions of the Agreement or Amendment No. 1 on the other hand, the provisions of this Amendment No. 2 shall control. Section 5. The persons executing this Amendment No. 2 on behalf of Contractor each warrant that he or she is each duly authorized to execute this Amendment No. 2 on behalf of said Party and that by his or her execution, Contractor is formally bound to the provisions of this Amendment No. 2. [signature page follows] K IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be executed and attested by their proper officers thereunto: CITY OF SEAL BEACH Attest M Appra V'Uu aJ I %Jr r r r. CONTRACTOR: ACCO Engineered Systems, Inc., a California corporation By: Name: Carlton Seyforth Its: Assistant Secretary Name: Hugh Palmer Its: Assistant Secretary (Please note, two signatures required for corporations B ��� l under Corp. Code §313, unless corporate documents By: authorize only one person to sign this Agreement on Nicholas G. Ghirelli, City Attorney behalf of the corporation.) 12 AC �® CERTIFICATE OF LIABILITY INSURANCE mm DAT 9/13/D223 0(20 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Aon Risk insurance services west, Inc. LOS Angeles CA Office 707 Wilshire Boulevard Suite 2600 CONTACT PPI -10 FAX (aC. No. Ext): (866) '283-7122 ac. No.: (800) 363-0105 E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # LOS Angeles CA 90017-0460 USA INSURED ACCO Engineered Systems, Inc. INSURER A: Liberty Mutual Fire Ins Co 23035 INSURER B: LM Insurance Corporation 33600 888 East walnut Street Pasadena CA 91101 USA INSURER C: American Fire & Casualty Co 24066 INSURER D: MED EXP (Any one person) $5,000 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570101483914 REVISION NUIVIBEEFU THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested NSR LTR TYPE OF INSURANCE _ A INSD WVD POLICY NUMBER POLICY EFF MM/DDIYYYY) POLICY EXP (MM/DD1YYYYI LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE ❑X OCCUR Y Y TB EACH OCCURRENCE $2,000,00 PREMISES Ea occurrence$1,000,000 MED EXP (Any one person) $5,000 PERSONAL&ADV INJURY $2,000,000 GEN'L AGGREGATE LIMITAPPLIES PER: GENERALAGGREGATE $4,000,000 PRODUCTS - COMP/OPAGG $4,000,000 POLICY PRO- X�LOC JECT OTHER: A AUTOMOBILE LIABILITY Y Y A52-661-067353-023 10/01/2023 10/01/2024 COMBINED SINGLE LIMIT $5,000,000 Ea accident INJURY (Per person) X ANYAUTOBODILY OWNED SCHEDULED AUTOS ONLYAUTOS HIREDAUTOS NON -OWNED ONLY AUTOS ONLY s BODILY INJURY (Per accident) PROPERTY DAMAGE Per accident C UMBRELLALIAB X OCCUR 10/01/202310/01/2024 EACH OCCURRENCE $5,000,000 AGGREGATE $5,000,000 X EXCESS LIAB CLAIMS -MADE �EUA2463708502 DED RETENTION B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE N Y wA566DO67353013 10/01/2023 10/Ol/Z024 X PER STATUTE' JO ERH- 'E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE -EA EMPLOYEE $1,000,000 OFFICERIMEMBER EXCLUDED? ❑ (Mandatory in NH) N / A E.L. DISEASE -POLICY LIMIT $1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below " DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) [RE: Construction, All Operations.] [AI: The City of seal Beach ("City"), its elected officials, officers, attorneys, agents, employees and volunteers] are included as Additional insured with respect to the General Liability and Automobile Liability Policies; granted a waiver of Subrogation for General Liability, Automobile Liability and workers' Compensation Policies; and General Liability and Automobile Liability Policies evidenced herein are Primary and Non -Contributory to other insurance available as required by written contract but limited to the operations of the insured under the said contract. Excess Liability is Follow Form. a M c 0 0 n uo O Z d R V i 0) V CERTIFICATE HOLDER CANCELLATION _�_-j SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Seal Beach I AUTHORIZED REPRESENTATIVE City Hall n �p 211 8th Street Seal Beach CA 90740 USA ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: TB2-661-067353-033 COMMERCIAL GENERAL LIABILITY CG 20 10:0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE. READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Section If — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. 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 insurance 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. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "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 or 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. C. 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 is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. ,Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 10 0413 © CSO Properties, Inc., 2012 Page 1 of 2 0 SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Locations Of Covered Operations All persons or organizations with whom you have entered All locations as required by a written contract or into a written contract or agreement, prior to an agreement entered into prior to an "occurrence" or "'occurrence" or offense, to provide additional insured status. offense. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. CG 20 10 0413 © Insurance Services Office, Inc., 2012 Page 2 of 2 POLICY NUMBER:TB2-661-067353-033 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV —Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule below 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". This waiver applies only to the person or organization shown in the Schedule below. SCHEDULE Name Of Person Or Organization: As required by written contract or agreement entered into prior to loss. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. CG 24 04 05 09 © Insurance Services Office, Inc., 2008 Page 1 of 1 POLICY NUMBER: AS2-661-067353-023 COMMERCIAL AUTO CA 04 4410 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. SCHEDULE Name(s) Of Person(s) Or Organization(s): Any person or organization for whom you perform work under a written contract if the contract requires you to obtain this agreement from us, but only if the contract is executed prior to the injury or damage occurring. Information ,required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. CA 04 4410 13 © Insurance Services Office, Inc., 2011 Page 1 of 1 POLICY NUMBER: AS2-661-067353-023 COMMERCIAL AUTO CA 20 48 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. SCHEDULE Name Of Person(s) Or Organization(s): Any person or organization whom you have agreed in writing to add as an additional insured, but only to, coverage and minimum limits of insurance required by the written agreement, and in no event to exceed either the scope of coverage or the limits of insurance provided in this policy Information required to complete this Schedule, if not shown above, will be shown in the, Declarations. Each person or organization shown in the Schedule is an "insured" for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph A.I. of Section II — Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section 1 — Covered Autos Coverages of the Auto Dealers Coverage Form. CA 20 48 10 13 © Insurance Services Office, Inc., 2011 Page 1 of 1 POLICY NUMBER: TB2-661-067353-033 COMMERCIAL GENERAL LIABILITY CG 20 01 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance (2) You have agreed in, writing in a contract or Condition and supersedes any provision to the agreement that this insurance would be contrary: primary and would not seek contribution Primary And Noncontributory Insurance from any other insurance available to the additional insured. This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and CG2001 0413 0 Insurance Services Office, Inc., 2012 Page 1 of 1 Policy Number TB2-661-067353-033 Issued by Liberty Mutual Fire Insurance Co. THIS ENDORSEMENT CHANGES THE, POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION OR MATERIAL REDUCTION IN COVERAGE TO THIRD PARTIES This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE PART MOTOR CARRIER COVERAGE PART GARAGE COVERAGE PART TRUCKERS COVERAGE PART EXCESS AUTOMOBILE LIABILITY INDEMNITY COVERAGE PART SELF-INSURED TRUCKER EXCESS LIABILITY COVERAGE PART COMMERCIAL GENERAL LIABILITY COVERAGE PART EXCESS COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART COMMERCIAL LIABILITY — UMBRELLA COVERAGE FORM Schedule Name of Other Person(s) / Organization(s): Email Address or mailing address: Number Days Notice: Per schedule on file with broker Per schedule on file with broker 30 days A. If we cancel this policy for any reason other than nonpayment of premium, or make a material reduction in coverage, we will notify the persons or organizations shown in the Schedule above. We will send notice to the email or mailing address listed above at least 10 days, or the number of days listed above, if any, before the cancellation becomes effective. In no event does the notice to the third parry exceed the notice to the first named insured. B. This advance notification of a pending cancellation or material reduction of coverage is intended as a courtesy only. Our failure to provide such advance notification will not extend the policy cancellation date nor negate cancellation of the policy. All other terms and conditions of this policy remain unchanged. LIM 99 04 0314 © 2014 Liberty Mutual Insurance. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Policy Number: AS2-661-067353-023 Issued by: Liberty Mutual Fire Insurance Co. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO THIRD PARTIES This endorsement modifies insurance provided under the following: BUSINESS AUTO. COVERAGE PART MOTOR CARRIER COVERAGE PART GARAGE COVERAGE PART TRUCKERS COVERAGE PART EXCESS AUTOMOBILE LIABILITY INDEMNITY COVERAGE PART SELF-INSURED TRUCKER EXCESS LIABILITY COVERAGE PART COMMERCIAL GENERAL LIABILITY COVERAGE PART EXCESS COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART COMMERCIAL LIABILITY — UMBRELLA COVERAGE FORM Schedule Name of Other Person(s) / I Email Address: Per schedule on file with broker A. If we cancel this policy for any reason other than nonpayment of premium, we will notify the persons or organizations shown in the Schedule above by email as soon as practical after notifying the first Named Insured. B. This advance email notification of a pending cancellation of coverage is intended as a courtesy only. Our failure to provide such advance notification will not extend the policy cancellation date nor negate cancellation of the policy. All other terms and conditions of this policy remain unchanged. LIM 99 02 08 11 © 2011 Liberty Mutual Group of Companies. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO THIRD PARTIES A. If we cancel this policy for any reason other than nonpayment of premium, we will notify the persons or organizations shown in the Schedule below. We will send notice to the email or mailing address listed below at least 10 days, or the number of days listed below, if any, before cancellation becomes effective. In no event does the notice to the third party exceed the notice to the first named insured. B. This advance notification of a pending cancellation of coverage is intended as a courtesy only. Our failure to provide such advance notification will not extend the policy cancellation date nor negate cancellation of the policy. Name of Other Person(s) / Organization(s): Per schedule on file with broker SCHEDULE Email Address or mailing address: Per schedule on file with broker All other terms and conditions of this policy remain unchanged. Issued by LM Insurance Corp. For attachment to Policy No. WA5-66D-067353-013 Effective Date 10/01/2023 Issued to WM 90 18 06 11 © 2011 Liberty Mutual Group of Companies Ed. 06/01/2011 All Rights Reserved Number Days Notice: 30 days Premium $ Page 1 of 1 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement frorn-us.) This agreement, shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Where required by contract or written agreement prior to loss and.allowed by law. Issued by: LM Insurance Corp. For attachment to Policy No WA5-66D-067353-013 Effective Date 10/01/2023 Premium Issued to: ACCO Engineered Systems, Inc. WC 00 03 13 © 1983 National Council on Compensation Insurance, Inc. Page 1 of 1 Ed. 411/1984 'O� Liberty Mutualm INSURANCE Coverage is Provided In: Policy Number: American Fire and Casualty Company - a stock company EUA (24) 63 70 85 02 (ITEM 5) SCHEDULE OF UNDERLYING INSURANCE: CARRIER, POLICY , NUMBER AND PERIOD TYPE OF COVERAGE LIMITS OF INSURANCE FIRST UNDERLYING INSURANCE GENERAL $2,000,000 EACH OCCURRENCE LIBERTY MUTUAL FIRE INSURANCE LIABILITY LIMIT COMPANY $2,000,000 PERSONAL AND TB2-661.-067353-033 ADVERTISING INJURY 10/01/2023 - 10/01/2024 LIMIT $4,000,000 GENERAL AGGREGATE LIMIT $4,000,000 PRODUCTS - COMPLETED OPERATIONS AGGREGATE LIMIT FIRST UNDERLYING INSURANCE OWNED AND HIRED $5,000,000 COMBINED SINGLE LIBERTY MUTUAL FIRE INSURANCE AND/OR NONOWNED LIMIT COMPANY AUTO LIABILITY AS2-661-067353-023 ,10/01/2023 - 10/01/2024 FIRST UNDERLYING INSURANCE EMPLOYERS $1,000,000 BODILY INJURY EACH LM INSURANCE CORPORATION LIABILITY* ACCIDENT LIMIT $1,000,000 BODILY INJURY BY WA5-66D-067353-013 DISEASE AGGREGATE 10/01/2023 - 10/01/2024 LIMIT $1,000,000 BODILY INJURY BY DISEASE EACH EMPLOYEE LIMIT *EMPLOYERS LIABILITY COVERAGE IS NOT PROVIDED FOR CLAIMS BY EMPLOYEES WHO ARE SUBJECT TO THE WORKERS COMPENSATION LAWS OF NEW YORK FIRST UNDERLYING INSURANCE EMPLOYEE $1,000,000 EACH EMPLOYEE LIMIT LIBERTY MUTUAL FIRE INSURANCE BENEFITS COMPANY LIABILITY $2,000,000 AGGREGATE LIMIT TB2-661-067353-033 10/01/2023 - 10/01/2024 To report a claim, call your Agent or 1-844-325-2467 DS 70 23 01 08 09/28/22 63708502 POLSVCS 275 NCAFPPNO INSURED COPY 003179 PAGE 26 OF 50 Liberty Mutual. INSURANCE Coverage Is Provided In: Policy Number: American Fire and Casualty Company - a stock company I EUA (23) 63 70 85 02 (ITEM 5) SCHEDULE OF UNDERLYING INSURANCE: - CONTINUED CARRIER, POLICY' NUMBER AND PERIOD TYPE OF COVERAGE LIMITS OF INSURANCE FIRST UNDERLYING INSURANCE STARR INDEMNITY & LIABILITY COMPANY 1000226321-08 10/01/2023 10/01/2024 FIRST UNDERLYING INSURANCE TRAVELERSPROPERTY CASUALTY COMPANY OF AMERICA CUP -5.1331578-22-26 05/31/2023 - 05/31/2024 OTHER LIABILITY TYPE: NON -OWNED AIRCRAFT LIABILITY OTHER LIABILITY TYPE: EXCESS AND UMBRELLA LIABILITY 11 $25,000,000 EACH OCCURANCE $9,000,000 OCCURRENCE LIMIT $9,000,000 GENERAL AGGREGATE $9,000,000 PRODUCTS -COMPLETED OPERATIONS AGGREGATE To report a claim, call your Agent or 1-844-325-2467 DS 70 23 01 08 09/28/22 63708502 POLSVCS 275 NCAFPPNO INSURED COPY 003179 PAGE 27 OF 50. CE 65 24 06 97 EXCESS LIABILITY COVERAGE FORM There are provisions in this policy that restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured. The words "we," "us" and "our" refer to the Company providing this insurance. The word Insured means any person or organization qualifying as such in the "first underlying insurance." Other words and phrases that appear in quotation marks have special meaning and can be found in the DEFINITIONS Section or the specific policy provision where they appear. In consideration of the payment of the premium and in reliance upon the statements in the Declarations we agree with you to provide the coverage as follows: x INSURING AGREEMENTS I. COVERAGE of the Declarations is the most we will pay for all "loss" that is subject to an We will pay on behalf of the Insured the aggregate limit provided by the "first amount of "loss" covered by this insurance in underlying insurance." The aggregate excess of the "Underlying Limits of Insurance" limit applies separately and in the shown in Item 5. of the Declarations, subject same manner as the aggregate limits to INSURING AGREEMENT Section II., Limits provided by the "first underlying insur- of Insurance. Except for the terms, conditions, ance," provided that all "underlying in - definitions and exclusions of this policy, the surance" applies their aggregate limit coverage provided by this policy will follow in the same manner as the "first un - the "first underlying insurance." derlying insurance." 11. LIMITS OF INSURANCE 3. Subject to 13.2., the occurrence limit stated in Item 4. of the Declarations is A. The Limits of Insurance shown in the Dec- the most we will pay for all "loss" larations and the rules below describe the arising out of any one occurrence to most we will pay under the terms of this which this policy applies. insurance regardless of the number of: 4. Subject to Paragraphs 13.2. and 13.3. 1. Insureds; above, if the "Underlying Limits of In- surance" described in Item 5. of the 2. claims made or suits brought; Declarations are either reduced or ex - 3. persons or organizations making hausted solely by payment of "loss," claims or bringing suits. such insurance provided by this policy will apply in excess of the reduced B. The Limits of Insurance of this policy will underlying limit or, if all underlying apply as follows: limits are exhausted, will apply as "un- derlying insurance" subject to the 1. This policy applies only in excess of same terms, conditions, definitions and the "Underlying Limits of Insurance" exclusions of the "first underlying in - shown in Item 5. of the Declarations. surance," except for the terms, condi- tions, definitions and exclusions of this 2. The aggregate 'limit shown in Item 4. policy. CE 65 24 06 97 (Page 1 of 7) However, we will not pay that portion of a "loss" that is within the "Under- lying Limits of Insurance" which the Insured has agreed to fund by self- insurance or means other than insur- ance. 5. The limits of this policy apply sepa- rately to each consecutive annual pe- riod, and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations unless the policy period is extended after issuance for an additional period of less than 12 months. In that case the additional pe- riod will be deemed part of the last preceding period for purposes of deter- mining the Limits of Insurance. III. DEFENSE A. We will not be required to assume charge ducts, asbestos -containing materials or products, asbestos fibers or .asbestos dust; or 3. any obligation to investigate, settle or defend, or indemnify any person against any claim or suit arising out of or related in any way, either directly or indirectly, to asbestos, asbestos pro- ducts, asbestos -containing materials or products, asbestos fibers or asbestos dust. B. Any liability, including, but not limited to settlements, judgments, costs, charges, ex- penses, costs of investigations, or the fees of attorneys, experts, or consultants aris- ing out of or in any way related to: 1. the actual, alleged or threatened pres- ence, discharge, dispersal, seepage, migration, release or escape of "pollu- tants," however caused; of the investigation of any claim or de- 2. any request, demand, or order that any fense of any suit against you. Insured or others test for, monitor, clean up, remove, contain, treat, de - B. We will have the right, but not the duty, to toxify, neutralize or in any way re - be associated with you or your underlying spond to or assess the effects of "pol- insurer or both in the investigation of any lutants." This includes demands, direc- claim or defense of any suit which in our tives, complaints, suits, orders or re - opinion may create liability on us for quests brought by any governmental "loss." If we exercise such right, we will entity or by any person or group of do so at our own expense, but not after persons; the limits of this policy are exhausted. IV. EXCLUSIONS This policy does not apply to: A. Any liability, including, but not limited to settlements, judgments, costs, charges, ex- penses, costs of investigations, or the fees of attorneys, experts, or consultants aris- ing out of or related in any way, either directly or 'indirectly, to: m 1. asbestos, asbestos products, asbestos - containing materials or products, as- bestos fibers or asbestos dust, includ- ing, but not limited to, manufacture, mining, use, sale, installation, removal, or distribution activities; 2. exposure to testing for, monitoring of, cleaning up, removing, containing or treating of asbestos, asbestos pro - CE 65 24 06 97 (Page 2. of 7) 3. steps taken or amounts incurred by a governmental unit or any other person or organization to test for, monitor, clean-up, remove, contain, treat, de- toxify or neutralize or assess the ef- fects of "pollutants." This exclusion will apply to any liability, costs, charges or expenses, or any judg- ments or settlements, arising directly or indirectly out of pollution whether or not the pollution was sudden, accidental, grad- ual, intended, expected, unexpected, pre- ventable or not preventable. As used in this exclusion "pollutants" means any solid, liquid, gaseous or ther- mal irritant or contaminant, including, but not limited to, smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste ma- terial. CE 65 24 06 97 (Page 3 of 7) Waste material includes materials which such "underlying insurance," but will sp- are intended to be or have been to be ply as if the "underlying insurance" was recycled, reconditioned or reclaimed. available and collectible. C. Any liability excluded by the Nuclear En- C. Changes ergy Liability Exclusion attached to this policy. Notice to any agent or knowledge pos- sessed by any agent or any other person V. DEFINITIONS will not effect a waiver or change in any part of this policy. This policy can only be A. "First underlying insurance" means the changed by a written endorsement that policy or policies of insurance stated as becomes a part of this policy and that is such in Item 5. of the Declarations. signed by one of our authorized repre- sentatives. B. "Loss" means those sums actually paid in the settlement or satisfaction of a claim D. Cancellation which you are legally obligated to pay as damages after making proper deductions 1. You may cancel this policy. You must for all recoveries and salvage. mail or deliver advance written notice to us stating when the cancellation is C. "Underlying insurance" means "first un- to take effect. derlying insurance and all policies of in- surance listed in Item 5. of the Declara- 2. We may cancel this policy. If we cancel tions. because of nonpayment of premium, we must mail or deliver to you not less D. "Underlying Limits of Insurance" means than ten (10) days advance written no - the total sum of the limits of all applicable tice stating when the cancellation is to "underlying insurance" stated in Item 5. of take effect. If, we cancel for any other the Declarations, including self-insurance, reason, we must mail or deliver to you or means other than insurance. not less than thirty (30) days advance written notice stating when the can - VI. CONDITIONS cellation is to .take effect. Mailing that notice to you at your mailing address A. Appeals shown in Item 1. of the Declarations will be sufficient to prove notice. In the event you or any underlying insurer elects not to appeal a judgment in excess 3. The policy period will end on the day .of the amount of the "Underlying Limits of and hour stated in the cancellation no - Insurance," we may elect to appeal at our tice. expense. If we do so elect, we will be liable for the costs and interest incidental 4. If we cancel, final premium will be cal - to this appeal. In no event will this provi- culated pro rata based on the time this sion increase our liability beyond the ap- policy was in force. plicable Limits of Insurance described in Section 11. of this policy. 5. If you cancel, final premium will be more than pro rata; it will be based on B. Bankruptcy or Insolvency the time this policy was in force and increased by our short rate cancellation The bankruptcy, insolvency or inability to table and procedure. pay of any Insured or the bankruptcy, in- solvency .or inability to pay of any of the 6. Premium adjustment may be made at underlying insurers will not relieve us the time of cancellation or as soon as from the payment of any claim or suit practicable thereafter but the cancella- covered by this policy. tion will be effective even if we have not made or offered any refund due In the event of bankruptcy or insolvency of you. Our check or our representative's any underlying Insurer, the insurance af- forded by this policy will not replace CE 65 24 06 97 (Page 3 of 7) check, mailed or delivered, will be suf- ficient tender of any refund due you. 7. The first, Named Insured in Item 1. of the Declarations will act on behalf of all other Insureds with respect to the giving and receiving of notice of can- cellation and the receipt of any refund that may become payable under this policy. 8. Any of these provisions that conflict with a law that controls the cancella- tion of the insurance in this policy is changed by this statement to comply with the law. E. First Named Insured Duties The person or organization first named in Item 1.. of the Declarations is responsible for the payment of all premiums. The first Named Insured will act on behalf of all other Named Insureds for the giving and receiving of notice of cancellation or the receipt of any return premium that may become payable. We will be furnished a complete copy of the "first underlying insurance" described in Item 5. of the Declarations and any subsequently issued endorsements which may in any way affect .this insurance. F. Legal Actions Against Us There will be no right of action against us under this insurance unless: 1. you have complied with all the terms of this policy; and 2. the amount you owe has been deter- mined by settlement with our consent or by actual trial and final judgment. This insurance does not give anyone the right to add us as a party in an action against you to determine your liability. G. Maintenance of Underlying Insurance During the period of this policy, you agree: CE 65 24 06 97 (Page 4 of 7) 1. to keep, the policies listed in Item 5. of the Declarations in full force and ef- fect; 2. that the Limits of Insurance of the "un- derlying insurance" policies listed in Item 5. of the Declarations will be maintained except for any reduction or exhaustion of aggregate limits by pay- ment of claims or suits for 'losses" covered by "underlying insurance." If you fail to comply with these require- ments, we will only be liable to the same extent that we would have been had you fully complied with these requirements. H. Notice of Occurrence 1. You must see to it that we are notified as soon as practicable of an occur- rence which may result in a claim or suit which may involve this policy. To the extent possible, notice Will include: a. how, when and where the occur- rence took place; b. the names and addresses of any injured persons and witnesses; c. the nature and location of any in- jury or damage arising out of the occurrence. 2: If a claim or suit against any Insured is reasonably likely to involve this policy you must notify us in writing as soon as practicable. 3. You and any other involved Insured must: a. immediately send us copies of any demands, notices, summons- es or legal papers received in con- nection with the claim or suit; b. authorize us to obtain records and other information; c. cooperate with us in the inves- tigation, settlement or defense of the claim or suit; and d. assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the Insured be- additional premium charge is made to the cause of injury or damage to "underlying insurance" during the policy which this insurance may also ap- period or if there is an increase in the risk ply. assumed by us, our premium may be ad- justed accordingly. 4. If the "Underlying Limits of Insurance" are exhausted solely by payment of "loss," no Insured will, except at their K. Terms Conformed to Statute own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, with- The terms of this policy which are in con - out our consent. flict with the statutes of the state where this policy is issued are amended to con- t. Other Insurance form to such statutes. If other insurance applies to a "loss" that is also covered by this policy, this policy will apply excess of the other insurance. Nothing herein will be construed to make this policy subject to the terms, conditions and limitations of such other insurance. However, this provision will not apply if the other insurance is specifically written to be excess of this policy. Other insurance includes any type of self- insurance or other mechanism by which an Insured arranges for funding of legal liabilities. J. Premium Unless otherwise provided, the premium for this policy is a flat premium and is not subject to adjustment except as provided herein or amended by endorsement. If any This policy does not apply to: If we are prevented by law or statute from paying on, behalf of the Insured, then we will, where permitted by law or statute, indemnify the Insured. L. When "Loss" is Payable Coverage under this policy will not apply unless and until the Insured or the I'n- sured's "underlying insurance" is obligat- ed to pay the full amount of the "Under- lying Limits of Insurance. When the amount of "loss" has finally been determined, we will promptly pay on behalf of the Insured the amount of "loss" falling within the terms of this policy. NUCLEAR ENERGY LIABILITY EXCLUSION A. Any liability, injury or damage: 1, with respect to which any Insured under the policy is also an Insured under a nu- clear energy liability policy 'issued by Nu- clear Energy Liability Insurance Associ- ation, Mutual Atomic, Energy Liability Un- derwriters, Nuclear Insurance Association of Canada or any of their successors, or would be an Insured under any such policy but for its termination upon exhaustion of its Limits of Insurance; or CE 65 24 06 97 (Page 5 of 7) 2. resulting from the "hazardous properties" of "nuclear material" and with respect to which (a) a person or organization is re- quired to maintain financial protection pur- suant to the Atomic Energy Act of 1954, or any law amendatory thereof, or (b) any Insured is, or had this policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement en- tered into by the United States of America, or any agency thereof, with any person or organization. 2 B. Any injury or "nuclear property damage" re- sulting from the "hazardous properties" of "nuclear material," if. 1. the "nuclear material' (a) is at any ",nu- clear facility" owned by, or operated by or on behalf of, any Insured or (b) has been discharged or dispersed therefrom; 2. the "nuclear material' is contained in "spent fuel' or "nuclear waste" at any time possessed, handled, used, processed, stored, transported or disposed of by or on behalf of any Insured; or 3. the injury or "nuclear property damage" arises out of the furnishing by any Insured of services, materials, parts of equipment in connection with the planning, construc- tion, maintenance, operation or use of any "nuclear facility," but if such facility is lo- cated within the United States of America, its territories or possessions or Canada, this Exclusion B.3. applies only to "nuclear property damage" to such "nuclear facili- ty" and any property therein. C. As used in this exclusion: 1. "Hazardous properties" includes radioac- tive, toxic or explosive properties. 2. "Nuclear facility" means: CE 65 24 06 97 a. any "nuclear reactor"; b. any equipment or device designed or used for (1) separating the isotopes of urani- um or plutonium, (2) processing or utilizing "spent fuel' or (3) handling, processing or packaging "nuclear waste'; c. any equipment or device used for the processing, fabricating or alloying of "special nuclear material' if at any time the total amount of such material in the custody of any Insured at the premises where such equipment or de- vice is located (Page 6 of '7) consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235; d. any structure, basin, excavation, prem- ises or place prepared or used for the storage or disposal of, "nuclear waste," and includes the site on which any of the foregoing is located, all op- erations considered on such site and all premises used for such operations. 3. "Nuclear material' means "source mate- rial," "special nuclear material' or by- product material. 4. "Nuclear property damage" includes all forms of radioactive contamination of property. 5. "Nuclear reactor" means any apparatus designed or used to sustain nuclear fission in a self-supporting chain reaction or to contain a critical mass of fissionable ma- terial. 6. "Nuclear waste" means any "nuclear waste" material (a) containing "by-product material' other than the tailings of "nu- clear waste" produced by the extraction or concentration of uranium or thorium from any ore processed primarily for its "source material' content, and (b) resulting from the operation by any person or organiza- tion of any "nuclear facility" included with- in, the definition of "nuclear facility" under Paragraph C.2.a. or C.2.b. 7. "Source material," "special nuclear mate- rial," and "by-product material' have the meanings given them in the Atomic En- ergy Act of 1954 or in any law amendatory thereof. B. "Spent fuel' means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation Jn a "nuclear reactor." This endorsement does not change any other provision of the policy. Policy #: AS2-661-067353-023 COMMERCIAL AUTO CA 04 49 11 16 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. A. The following is added to the Other Insurance Condition in the Business Auto Coverage Form and ,the Other Insurance — Primary And Excess Insurance Provisions in the Motor Carrier Coverage Form and supersedes any provision to the contrary: This Coverage Form's Covered Autos Liability Coverage is primary to and will not seek contribution from any other insurance available to an "insured" under your policy provided that: 1. Such "insured" is a Named Insured under such other insurance; and 2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to such "insured". B. The following is added to the Other Insurance Condition in the Auto Dealers Coverage Form and supersedes any provision to the contrary: This Coverage Form's Covered Autos Liability Coverage and General Liability Coverages are primary to and will not seek contribution from any other insurance available to an "insured" under your policy provided that: 1. Such "insured" is a Named Insured under such other insurance; and 2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to such "insured". CA 04 4911 16 © Insurance Services Office, Inc., 2016 Page 1 of 1 May 30, 2023 ACCO Engineered Systems, Inc. 2201 Park Place, Suite 400 EI Segundo, CA 90245 Attn: Andy Lufkin SUBJECT: CITY OF SEAL BEACH — ACCO ENGINEERED SYSTEMS, INC. PROFESSIONAL SERVICES AGREEMENT EXTENSION NO.2 HVAC Maintenance and Repair Services Dear Mr. Lufkin: Pursuant to the Professional Services Agreement for HVAC Maintenance and Repair Services, dated July 26, 2021, by and between the City of Seal Beach (City) and ACCO Engineered Systems, Inc. , the City of Seal Beach is hereby notifying ACCO Engineered Systems, Inc. of its desire to exercise the second of four additional one (1) year term extension per Section 2.2 Term. The Agreement termination date is now revised to midnight of July 26, 2024. All other terms and provisions of the Agreement shall remain unaltered and in full force and effect. Should you have any questions, please do not hesitate to contact Iris Lee, Public Works Director at (562) 431- 2527 x1322 or ilee(@sealbeachca.gov Sincerely, I I R. Ingram City Manager CC: Iris Lee, Public Works Director Gloria D. Harper, City Clerk August 15, 2022 ACCO Engineered Systems, Inc. 2201 Park Place, Suite 400 EI Segundo, CA 90245 Attn: Andy Lufkin SUBJECT: CITY OF SEAL BEACH —ACCO ENGINEERED SYSTEMS, INC. PROFESSIONAL SERVICES AGREEMENT EXTENSION NO.1 HVAC Maintenance and Repair Services Dear Mr. Lufkin: Pursuant to the Professional Services Agreement for HVAC Maintenance and Repair Services, dated July 26, 2021, by and between the City of Seal Beach (City) and ACCO Engineered Systems, Inc., the City of Seal Beach is hereby notifying ACCO Engineered Systems, Inc. of its desire to exercise the first of four additional one (1) year term extension per Section 2.2 Term. The Agreement termination date is now revised to midnight of July 26, 2023. All other terms and provisions of the Agreement shall remain unaltered and in full force and effect. Should you have any questions, please do not hesitate to contact Iris Lee, Acting Public Works Director at (562) 431-2527 x1322 or ilee@sealbeachca.eov Sincerely, 0 0 SII &RIngram City Manager CC: Iris Lee, Acting Public Works Director Gloria D. Harper, City Clerk AMENDMENT NO. 1 PROFESSIONAL MAINTENANCE SERVICES AGREEMENT for HVAC Maintenance and Repair Services between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 ACCO Engineered Systems, Inc. 2201 Park Place, Suite #400 EI Segundo, CA 90245 (424) 201-0153 This Amendment No. 1, dated May 23, 2022, amends that certain agreement ("Agreement") dated July 26, 2021, by and between the City of Seal Beach ("City"), a California charter city, and ACCO Engineered Systems, Inc. ("Contractor"), a California corporation. RECITALS A. City and Contractor are parties to the Agreement pursuant to which Contractor provides HVAC maintenance services including regularly scheduled preventative maintenance, related repairs, and on-call emergency and unexpected maintenance tasks. B. City and Contractor wish to amend the Agreement, by this Amendment No. 1, for Contractor to provide additional HVAC maintenance services, and increase Contractor's compensation for such additional services by $25,000, for a total contract not -to -exceed amount of $85,598.58, as provided herein. AMENDMENT NO.1 NOW, THEREFORE and in consideration of the foregoing and of the mutual covenants and promises herein set forth, the parties agree to amend the Agreement as follows: Section 1. Section 1.0 (Scope of Services) of this Agreement is hereby amended to add Subsection 1.1.1 to read as follows: " 1.1.1 Contractor shall provide those additional services set forth in the attached Exhibit A-1 (Proposal dated May 6, 2022), which are hereby incorporated by this reference. To the extent there is any conflict between Exhibit A, Exhibit A-1, Exhibit B, Exhibit C and this Agreement as amended by Amendment No. 1, this Agreement shall control." Section 2. Section 3.0 (Contractor's Compensation) of this Agreement is hereby amended in its entirety to read as follows: "3.0 Contractor's Compensation 3.1. City will pay Contractor in accordance with the hourly rates shown on the fee schedule as set for in Exhibit A for Services, and Exhibit A-1 for Additional Services, but in no event will the City pay more than the total not -to - exceed amount of $85,598.58 for the Services (Exhibit A) and Additional Services (Exhibit A-1) for the Original Term. 3.2. In the event that City elects to extend the- Original Term in accordance with Section 2.2 of this Agreement, City will pay Contractor in accordance with the rates shown on the fee schedule set forth in Exhibit A for Services and Exhibit A-1 for Additional Services, subject to the following: 3.2.1 The rates set forth in Exhibit A and Exhibit A-1 may be adjusted for each one-year renewal term. Not later than one (1) month prior to the expiration of the Original Term or any one-year extension, Contractor may request hourly rate and/ or unit price increases for each extension that shall not exceed the rate of change of the lesser of either ( a) the most recent Sourcewell 2 Annual Renewal and Modification of Agreement or ( b) five percent ( 5%) of the total contract price set forth in Section 3. 1. 3.3. Contractor will not be compensated for any work performed not authorized by City and specified in Section. 1. 0, Scope of Services, unless 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 or amendment by the City Council. Payment for additional work in excess of this amount requires prior City Council authorization. Any additional work authorized by the City Council pursuant to this Section will be compensated in accordance with the fee schedule set forth in Exhibit A, Exhibit A-1, and/ or any modified rates agreed to by City pursuant to Section 3.2.1 for any extension." Section 3. Section 37.0 (Non -Appropriation of Funds) is hereby added to the Agreement to read as follows: "37.0 Non -Appropriation of Funds. Payments to be made to Contractor by City for any Services and Additional 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 payment of Consultant's Services and Additional Services beyond the current fiscal year, this Agreement shall cover payment for Consultant's Services and Additional Services only to the conclusion of the last fiscal year in which City appropriates sufficient funds and shall automatically terminate at the conclusion of such fiscal year." Section 4. All references to the term "Agreement" throughout Sections 1.0 through 37.0, inclusive, of the Agreement are hereby modified to include, the Agreement dated July 26, 2021, and this Amendment No. 1 dated May 23, 2022, as if all those terms are fully set forth therein. Section 5. Except as expressly modified or supplemented by this Amendment No. 1, all other provisions of the Agreement shall remain unaltered and in full force and effect. In the event of a conflict between the provisions of this Amendment No. 1 and the provisions of the Agreement, the provisions of this Amendment No. 1 shall control. Section 6. The persons executing this Amendment No. 1 on behalf of Contractor each warrant that he or she is each duly authorized to execute this Amendment No. 1 on behalf of said Party and that by his or her execution, Contractor is formally bound to the provisions of this Amendment No. 1. K { IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be executed and attested by their proper officers thereunto: CITY OF SEAL BEACH M Attest: 0 Gloria D. Harper, Approved as to Form: M Steele, City Attorney 4 CONTRACTOR: ACCO Engineered Systems, Inc., a California corporation ame: Name: Its: Patrick A. Rochon Vice President (Please note, two signatures required for corporations under Corp. Code §313, unless corporate documents authorize only one person to sign this Agreement on behalf of the corporation.) en ineered systems CERTIFICATE OF CORPORATE RESOLUTION I, Robert M. Osier, Secretary of ACCO Engineered Systems, Inc., a California Corporation ("the Corporation") DO CERTIFY that the following is a true and complete copy of a resolution adopted by the Board of Directors of the Corporation on November 4, 2021, and that said resolution as modified has not been rescinded, removed, amended, or modified in any respect and remains in full force and effect as of the date hereof. CONTRACT, BOND, AND OTHER AGREEMENTS SIGNING AUTHORITY RESOLUTION RESOLVED, that this Corporation does hereby authorize Charles Darway, Ronald Falasca, John Hansen, Jeffrey Marrs, John Petersen, and Richard Yates in the ordinary course to sign contracts, bonds, and other agreements on behalf of the Corporation. Additionally, these individuals have the authority to authorize in writing, on a case-by-case basis, any of the individuals listed below to execute contracts, bonds, and other agreements in a higher amount than authorized below. RESOLVED, that this Corporation does hereby authorize David Anderson, Mark Dauw, Gregory Holbrook, Michael Potts, and Thomas Reynolds, and, with the written approval of Messrs. Dauw or Reynolds or any of the persons with unlimited authority identified immediately above, for a specific document Carlton Seyforth, in the ordinary course of business to sign contracts, bonds, and other agreements of $5,000,000 on behalf of the Corporation. RESOLVED, that this Corporation does hereby authorize Jonathon Bell, Erik Dibble, Robert Felix, Kevin FitzGerald, Larry Jimenez, Charles Oberosler, Robert Osier, and Carlton Seyforth, in the ordinary course of business to sign contracts, bonds, and other agreements of $2,000,000 orless onbehalfof the Corporation. RESOLVED ,thatthisCorporation doesherebyauthorize Tareq Barakzoy, Richard Ferreira, David Osbum, Leland Roberts, Christopher Way, and Richard Wilson in the ordinary course of business to sign contracts and bonds of $1,000,000 or less on behalfof the Corporation. RESOLVED, thatthis Corporation does hereby authorize Bryan Cooper, Scott Ellis, Thomas Montgomery, Curtis Osborne, Hugh Palmer, and Patrick Rochon in the ordinary course of businesstosigncontracts and bonds of $500,000 orless onbehalfof the Corporation. RESOLVED, that this Corporation does hereby authorize Richard Adams, Arvin Dalnay, Brandon Ellis, ToddGinn, Max Grek, Daniel Grumbles, Gregory Guizado, Ryan Leahy, Epifanio Ramirez, Frank Silva, and Richard Walker in the ordinary course of business to sign contracts of $250,000 or less on behalf of the Corporation. IN WITNESS THEREOF, the undersigned has set his hand and affixed the seal of this Corporation on this 121 day of November 2021. Robert M. Osier, Corporate Secretary Rev 11.04.21 Page 1 of 1 EXHIBIT A-1 FOR AMENDMENT NO. 1 — CONTRACTOR's Additional Services ID __M=I Ilk Work Order Signature Document EZIQC Contract No.: CA -REN -SCR -M01 -062718 -AES ❑ New Work Order F —x] Modify an Existing Work Order Work Order Number.: 092636.01 Work Order Date: 05/06/2022 Work Order Title: Seal Beach HVAC Preventative Maintenance - Amendment Supplemental #01 Owner Name: SOCAL REN - City of Seal Beach Contractor Name: ACCO Engineered Systems Contact: Iris Lee Contact: Andy Lufkin Phone: (562) 431-2527 Phone: 424-201-0153 Work to be Performed Work to be performed as per the Final Detailed Scope of Work Attached and as per the terms and conditions of EZIQC Contract No CA -REN -SCR -M01 -062718 -AES. Brief Work Order Description: Seal Beach HVAC Preventative Maintenance - Amendment Supplemental #01 Time of Performance Estimated Start Date: Estimated Completion Date: Liquidated Damages Will apply: E Will nota I : Work Order Firm Fixed Price: $25,000.00 Owner Purchase Order Number: Approvals 05/09/2022 Owner Date Contractor Date Work Order Signature Document Page 1 of 1 5/6/2022 GORDIAN@ Detailed Scope of Work To: Andy Lufkin From: Iris Lee ACCO Engineered Systems City of Seal Beach 2201 Park Place, Suite #400 211 Eighth Street EI Segundo, CA 90245 Seal Beach, CA 90740 424-201-0153 (562) 431-2527 Date Printed: May 06, 2022 Work Order Number: 092636.01 Work Order Title: Seal Beach HVAC Preventative Maintenance - Amendment Supplemental #01 Brief Scope: Seal Beach HVAC Preventative Maintenance - Amendment Supplemental #01 F]Preliminary F-1 Revised ❑X Final The following items detail the scope of work as discussed at the site. All requirements necessary to accomplish the items set forth below shall be considered part of this scope of work. This amendment is to supplement the "as -needed" HVAC maintenance and repair fund for the City of Seal Beach facilities. *Prevailing wage rates apply. Subject to the terms and conditions of JOC Contract CA -REN -SCR -M01 -062718 -AES. Contractor Owner Scope of Work 05/09/2022 Date Date Page 1 of 1 5/6/2022 Contractor's Price Proposal - Summary Date: May 06, 2022 Re: IQC Master Contract #: CA -REN -SCR -M01 -062718 -AES Work Order #: 092636.01 Owner PO #: Title: Seal Beach HVAC Preventative Maintenance -Amendment Supplemental #01 Contractor: ACCO Engineered Systems Proposal Value: $25,000.00 01 - General Requirements $25,000.00 Proposal Total $25,000.00 This] total represents the correct total for the proposal. Any discrepancy between line totals, sub -totals and the proposal total is due to rounding. Contractor's Price Proposal - Summary Page 1 of 1 5/6/2022 Contractor's Price Proposal - Detail Date: May 06, 2022 Re: IQC Master Contract #: CA -REN -SCR -M01 -062718 -AES Work Order #: 092636.01 Owner PO #: Title: Seal Beach HVAC Preventative Maintenance - Amendment Supplemental #01 Contractor: ACCO Engineered Systems Proposal Value: $25,000.00 Sect. Item Mod. UOM Description Line Total Labor Equip. Material (Excludes) 01 -General Requirements 1 01 22 16 00 0002 EA Reimbursable FeesReimbursable Fees will be paid to the contractor for eligible $25,000.00 costs. The base cost of the Reimbursable Fee is $1.00. Insert the appropriate quantity to adjust the base cost to the actual Reimbursable Fee (e.g. quantity of 125 = $125.00 Reimbursable Fee). If there are multiple Reimbursable Fees, list each one separately and add a comment in the "note" block to identify the Reimbursable Fee (e.g. sidewalk closure, road cut, various permits, extended warranty, expedited shipping costs, etc.). A copy of each receipt shall be submitted with the Price Proposal. Quantity Unit Price Factor Total Installation 25,000.00 x 1.00 x 1.0000 = 25,000.00 As needed HVAC maintenance/repair fund amendment for the City of Seal Beach facilities. Subtotal for 01 - General Requirements $25,000.00 Proposal Total $25,000.00 This total represents the correct total for the proposal. Any discrepancy between line totals, sub -totals and the proposal total is due to rounding. Contractor's Price Proposal - Detail Page 1 of 1 5/6/2022 AC R ® CERTIFICATE OF LIABILITY INSURANCE DATED(DMWDDD2NYYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NPHAME' Aon Risk Insurance Services West, Inc. Los Angeles CA office (A/CNNo.Ext): (866) 283-7122 : (800) 363-0105 E-MAIL ADDRESS: 707 Wilshire Boulevard suite 2600 INSURERS) AFFORDING COVERAGE NAIC # Los Angeles CA 90017-0460 USA INSURED INSURER A: Liberty Mutual Fire Ins CO 23035 ACCO Engineered Systems, Inc. 888 East Walnut Street Pasadena CA 91101 USA INSURER B: LM Insurance Corporation 33600 INSURER C: American Fire & Casualty Cc 24066 INSURER D: INSURER E: INSURER F: 7 - $1,000,000 PREMISES occurrence) COVERAGES CEHTIHGACE NUM13EH: b/U1Jtly2ld//1 KEV151UN NUMLStt{: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested LTRTYPE OF INSURANCE INSD WVD POLICYNUMBER MM/DD MM/DD LIMITS A X COMMERCIAL GENERAL LIABILITY Y YTB 0 35 0 1 10/01/2021 1U/U1/20Z2 EACH OCCURRENCE $2,000,000 CLAIMS -MADE M OCCUR 7 - $1,000,000 PREMISES occurrence) MED EXP (Any one person) $5,000 PERSONAL &ADV INJURY $2,000,000 GEN'LAGGREGATELIMITAPPLIESPER: GENERAL AGGREGATE $4,000,000 POLICY ❑X PRO JECT ❑X LOC PRODUCTS - COMP/OP AGG $4,000,000 OTHER: A AUTOMOBILE LIABILITY Y Y AS2-661-067353-021 10/01/2021 10/01/2022 COMBINED SINGLE LIMB $5,000,000 Ea accident BODILY INJURY ( Per person) X ANY AUTO BODILY INJURY (per accident) OWNED SCHEDULED AUTOS ONLY AUTOS HIRED AUTOS NON -OWNED ONLY AUTOS ONLY PROPERTYOAMAGE Per accident C UMBRELLA LIAR X OCCUR EUA2263708502 10/01/202110/01/2022 EACH OCCURRENCE $1,000,000 AGGREGATE $1,000,000 X EXCESS LIAB CLAIMS -MADE DED RETENTION B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE — OFFICER/MEMBER EXCLUDED? N (Mandatory In NH) N/A Y WA566D067353011 10/01/2021 10/01/2022 X11 PER STATUTE OTRH- E1. EACH ACCIDENT $1,000,000 E.L. DISEASE -EA EMPLOYEE $1,000,000 It yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) [RE: Construction, All operations.] [AI: The City of seal Beach ("City"), its elected officials, officers, attorneys, agents,.employees and volunteers] are included as Additional Insured with respect to the General Liability and Automobile Liability Policies; granted a waiver of subrogation for General Liability, Automobile Liability and workers' Compensation Policies; and General Liability and Automobile Liability Policies evidenced herein are Primary and Non-contributory to other insurance available as required by written contract but limited to the operations of the insured under the said contract. Excess Liability is Follow Form. CERTIFICATE HOLDER CANCELLATION - SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. city of seal Beach AUTHORIZED REPRESENTATIVE City Hall 211 8th Street Seal Beach CA 90740 USA �/ �/ J►` ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: T132-661-067353-031 COMMERCIAL GENERAL LIABILITY CG 2010 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Section 11 — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. 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 insurance 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. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: I. All work, including materials, parts cr equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or 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. C. 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 is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 2010 0413 © ISO Properties, Inc., 2012 Pagel of 2 0 SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Locations Of Covered Operations All persons or organizations with whom you have entered All locations as required by a written contract or into a written contract or agreement, prior to an agreement entered into prior to an 'occurrence" or "occurrence" or offense, to provide additional insured status. offense. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. CG 20 10 0413 C Insurance Services Office, Inc., 2012 Page 2 of 2 POLICY NUMBER: TB2-661-067353-031 COMMERCIAL GENERAL LIABILITY CG 24 04 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART ELECTRONIC DATA LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART DESIGNATED SITES POLLUTION LIABILITY LIMITED COVERAGE PART DESIGNATED "SITES PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART UNDERGROUND STORAGE TANK POLICY DESIGNATED TANKS SCHEDULE Name Of Person(s) Or Organization (s): As required by written contract or agreement entered into prior to loss Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV — Conditions: We waive any right of recovery against the person(s) or organization(s) shown in the Schedule above because of payments we make under this Coverage Part. Such waiver by us applies only to the extent that the insured has waived its right of recovery against such person(s) or organization(s) prior to loss. This endorsement applies only to the person(s) or organization(s) shown in the Schedule above. CG 24 04 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 POLICY NUMBER: AS2-661-067353-021 COMMERCIAL AUTO CA 04 4410 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. SCHEDULE Names) Of Person(s) Or Organization (s): Any person or organization for whom you perform work under a written contract if the contract requires you to obtain this agreement from us, but only if the contract is executed prior to the injury or damage occurring. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. CA 04 44 10 13 © Insurance Services Office, Inc., 2011 Page 1 of 1 POLICY NUMBER: AS2-661-067353-021 COMMERCIAL AUTO CA 20 48 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. SCHEDULE Name Of Person(s) Or Organization(s): Any person or organization whom you have agreed in writing to add as an additional insured, but only to coverage and minimum limits of insurance required by the written agreement, and in no event to exceed either the scope of covera a or the limits of insurance provided in this policy Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Each person or organization shown in the Schedule is an "insured" for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph A.I. of Section II — Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I — Covered Autos Coverages of the Auto Dealers Coverage Form. CA 20 48 10 13 © Insurance Services Office, Inc., 2011 Page 1 of 1 Policy Number T132-661-067353-031 Issued by LIBERTY MUTUAL FIRE INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. OTHER INSURANCE AMENDMENT — SCHEDULED ADDITIONAL INSURED This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART Schedule Name of Person(s) or Organization(s): If you are obligated under a written agreement to provide liability insurance on a primary, excess, contingent, or any other basis for any person(s) or organization(s) shown in the Schedule of this endorsement that qualifies as an additional insured on this Policy, this Policy will apply solely on the basis required by such written agreement and Paragraph 4. Other Insurance of Section IV — Conditions will not apply. Where the applicable written agreement does not specify on what basis the liability insurance will apply, the provisions of Paragraph 4. Other Insurance of Section IV — Conditions will apply. However, this insurance is excess over any other insurance available to the additional insured for which it is also covered as an additional insured for the same "occurrence", claim or "suit". LC 24 2011 18 © 2018 Liberty Mutual Insurance Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Policy Number TB2-661-067353-031 Issued by Liberty Mutual Fire Insurance Co. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION OR MATERIAL REDUCTION IN COVERAGE TO THIRD PARTIES This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE PART MOTOR CARRIER COVERAGE PART GARAGE COVERAGE PART TRUCKERS COVERAGE PART EXCESS AUTOMOBILE LIABILITY INDEMNITY COVERAGE PART SELF-INSURED TRUCKER EXCESS LIABILITY COVERAGE PART COMMERCIAL GENERAL LIABILITY COVERAGE PART EXCESS COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART COMMERCIAL LIABILITY— UMBRELLA COVERAGE FORM Schedule Name of Other Person(s) / Organization (s): Email Address or mailing address: Number Days Notice: Per schedule on file with broker Per schedule on file with broker 30 days A. If we cancel this policy for any reason other than nonpayment of premium, or make a material reduction in coverage, we will notify the persons or organizations shown in the Schedule above. We will send notice to the email or mailing address listed above at least 10 days, or the number of days listed above, if any, before the cancellation becomes effective. In no event does the notice to the third party exceed the notice to the first named insured. B. This advance notification of a pending cancellation or material reduction of coverage is intended as a courtesy only. Our failure to provide such advance notification will not extend the policy cancellation date nor negate cancellation of the policy. All other terms and conditions of this policy remain unchanged. LIM 99 04 0314 © 2014 Liberty Mutual Insurance. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Policy Number: AS2-661-067353-021 Issued by: Liberty Mutual Fire Insurance Co. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO THIRD PARTIES This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE PART MOTOR CARRIER COVERAGE PART GARAGE COVERAGE PART TRUCKERS COVERAGE PART EXCESS AUTOMOBILE LIABILITY INDEMNITY COVERAGE PART SELF-INSURED TRUCKER EXCESS LIABILITY COVERAGE PART COMMERCIAL GENERAL LIABILITY COVERAGE PART EXCESS COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART COMMERCIAL LIABILITY — UMBRELLA COVERAGE FORM Schedule Name of Other Person(s) / I Email Address: Per schedule on file with broker A. If we cancel this policy for any reason other than nonpayment of premium, we will notify the persons or organizations shown in the Schedule above by email as soon as practical after notifying the first Named Insured. B. This advance email notification of a pending cancellation of coverage is intended as a courtesy only. Our failure to provide such advance notification will not extend the policy cancellation date nor negate cancellation of the policy. All other terms and conditions of this policy remain unchanged. LIM 99 02 08 11 © 2011 Liberty Mutual Group of Companies. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO THIRD PARTIES A. If we cancel this policy for any reason other than nonpayment of premium, we will notify the persons or organizations shown in the Schedule below. We will send notice to the email or mailing address listed below at least 10 days, or the number of days listed below, if any, before cancellation becomes effective. In no event does the notice to the third party exceed the notice to the first named insured. B. This advance notification of a pending cancellation of coverage is intended as a courtesy only. Our failure to provide such advance notification will not extend the policy cancellation date nor negate cancellation of the policy. Name of Other Person(s) / Organization(s): Per schedule on file with broker SCHEDULE Email Address or mailing address: Per schedule on file with broker All other terms and conditions of this policy remain unchanged. Issued by LM Insurance Corp. For attachment to Policy No. WA5-66D-067353-011 Effective Date 10/01/2021 Issued to WM 9018 06 11 © 2011 Liberty Mutual Group of Companies Ed. 06/01/2011 All Rights Reserved Number Days Notice: 30 days Premium $ Page 1 of 1 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Where required by contract or written agreement prior to loss and allowed by law. Issued by: LM Insurance Corp. For attachment to Policy No WA5-66D-067353-011 Effective Date 10/01/2021 Premium Issued to: ACCO Engineered Systems, Inc. WC 00 03 13 © 1983 National Council on Compensation Insurance, Inc. Page 1 of 1 Ed. 4/1/1984 CE 65 24 06 97 EXCESS LIABILITY COVERAGE FORM There are provisions in this policy that restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured. The words "we," "us" and 'bur" refer to the Company providing this insurance. The word Insured means any person or organization qualifying as such in the "first underlying insurance." Other words and phrases that appear in quotation marks have special meaning and can be found in the DEFINITIONS Section or the specific policy provision where they appear. In consideration of the payment of the premium and in reliance upon the statements in the Declarations we agree with you to provide the coverage as follows: INSURING AGREEMENTS I. COVERAGE of the Declarations is the most we will We will pay on behalf of the Insured the pay for all "loss" that is subject to an amount of 'loss" covered by this insurance in aggregate limit provided by the "first underlying insurance." The excess of the "Underlying Limits of Insurance" aggregate limit applies separately and in the shown in Item 5. of the Declarations, subject same manner as the aggregate limits to INSURING AGREEMENT Section II., Limits provided by the "first underlying insur- of Insurance. Except for the terms, conditions, ance," provided that all "underlying in - definitions and exclusions of this policy, the surance" applies their aggregate limit coverage provided by this policy will follow in the same manner as the "first un - the "first underlying insurance." derlying insurance." ll. LIMITS OF INSURANCE 3. Subject to 13.2., the occurrence limit A. The Limits of Insurance shown in the Dec- stated in Item 4. of the Declarations is 'loss" larations and the rules below describe the the most we will pay for all arising out of any one occurrence to most we will pay under the terms of this which this policy applies. insurance regardless ' of the number of: 4. 1. Insureds; Subject to Paragraphs 13.2. and B.3. 0 above, if the "Underlying Limits of In- 2. claims made or suits brought; surance" described in Item 5. of the Declarations are either reduced or ex - 3. persons or organizations making hausted solely by payment of 'loss," claims or bringing suits. such insurance provided by this policy will apply in excess of the reduced B. The Limits of Insurance of this policy will underlying limit or, if all underlying apply as follows: limits are exhausted, will apply as "un- derlying insurance" subject to the 1. This policy applies only in excess of same terms, conditions, definitions and the "Underlying Limits of Insurance" exclusions of the "first underlying in - shown in Item 5. of the Declarations. surance," except for the terms, condi- tions, definitions and exclusions of this 2. The aggregate limit shown in Item 4. policy. CE 65 24 06 97 (Page 1 of 7) However, we will not pay that portion of a 'loss" that is within the "Under- lying Limits of Insurance" which the Insured has agreed to fund by self- insurance or means other than insur- ance. 5. The limits of this policy apply sepa- rately to each consecutive annual pe- riod, and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations unless the policy period is extended after issuance for an additional period of less than 12 months. In that case the additional pe- riod will be deemed part of the last preceding period for purposes of deter- mining the Limits of Insurance. III. DEFENSE A. We will not be required to assume charge ducts, asbestos -containing materials or products, asbestos fibers or asbestos dust; or 3. any obligation to investigate, settle or defend, or indemnify any person against any claim or suit arising out of or related in any way, either directly or indirectly, to asbestos, asbestos pro- ducts, asbestos -containing materials or products, asbestos fibers or asbestos dust. B. Any liability, including, but not limited to settlements, judgments, costs, charges, ex- penses, costs of investigations, or the fees of attorneys, experts, or consultants aris- ing out of or in any way related to: 1. the actual, alleged or threatened pres- ence, discharge, dispersal, seepage, migration, release or escape of "pollu- tants," however caused; of the investigation of any claim or de- 2. any request, demand, or order that any fense of any suit against you. Insured or others test for, monitor, clean up, remove, contain, treat, de - B. We will have the right, but not the duty, to toxify, neutralize or in any way re - be associated with you or your underlying spond to or assess the effects of "pol- insurer or both in the investigation of any lutants." This includes demands, direc- claim or defense of any suit which in our tives, complaints, suits, orders or re - opinion may create liability on us for quests brought by any governmental "loss." If we exercise such right, we will entity or by any person or group of do so at our own expense, but not after persons; the limits of this policy are exhausted. IV. EXCLUSIONS This policy does not apply to: A. Any liability, including, but not limited to settlements, judgments, costs, charges, ex- penses, costs of investigations, or the fees of attorneys, experts, or consultants aris- ing out of or related in any way, either directly or indirectly, to: 1. asbestos, asbestos products, asbestos - containing materials or products, as- bestos fibers or asbestos dust, includ- ing, but not limited to, manufacture, mining, use, sale, installation, removal, or distribution activities; 2. exposure to testing for, monitoring of, cleaning up, removing, containing or treating of asbestos, asbestos pro - CE 65 24 06 97 (Page 2 of 7) 3. steps taken or amounts incurred by a governmental unit or any other person or organization to test for, monitor, clean-up, remove, contain, treat, de- toxify or neutralize or assess the ef- fects of "pollutants." This exclusion will apply to any liability, costs, charges or expenses, or any judg- ments or settlements, arising directly or indirectly out of pollution whether or not the pollution was sudden, accidental, grad- ual, intended, expected, unexpected, pre- ventable or not preventable. As used in this exclusion "pollutants" means any solid, liquid, gaseous or ther- mal irritant or contaminant, including, but not limited to, smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste ma- terial. Waste material includes materials which such "underlying insurance," but will sp- are intended to be or have been to be ply as if the "underlying insurance" was recycled, reconditioned or reclaimed. available and collectible. C. Any liability excluded by the Nuclear En- C. Changes ergy Liability Exclusion attached to this policy. Notice to any agent or knowledge pos- V. DEFINITIONS sessed by any agent or any other person will not effect a waiver or change in any A. "First underlying insurance" means the part of this policy. This policy can only be changed by a written endorsement that policy or policies of insurance stated as becomes a part of this policy and that is such in Item 5. of the Declarations. signed by one of our authorized repre- _ B. "Loss" means those sums actually paid in sentatives. the settlement or satisfaction of a claim D. Cancellation which you are legally obligated to pay as damages after making proper deductions 1. You may cancel this policy. You must for all recoveries and salvage. mail or deliver advance written notice C. "Underlying insurance" means "first un- to us stating when the cancellation isto take effect. derlying insurance" and all policies of in- surance listed in Item S. of the Declara- 2. We may cancel this policy. If we cancel tions. because of nonpayment of premium, D. "Underlying Limits of Insurance" we must mail or deliver to you not less means the total sum of the limits of all applicable than ten (10) days advance written no - "underlying insurance" stated in Item 5. of tice stating when the cancellation is to take effect. If we cancel for any the Declarations, including self-insurance, other reason, we must mail or deliver toyou " or means other than insurance. not less than thirty (30) days advance written notice stating when the can- cellation is to take effect. Mailing that A. Appeals pp notice to you at your mailing address shown in Item 1. of the Declarations In the event you or any underlying insurer will be sufficient to prove notice. elects not to appeal a judgment in excess of the amount of the "Underlying Limits of 3. The policy period will end on the day Insurance,' we may elect to appeal at our and hour stated in the cancellation no - expense. If we do so elect, we will be tice. liable for the costs and interest incidental 4. If we cancel, final premium will be cal - to this appeal. In no event will this provi- culated pro rata based on the time this sion increase our liability beyond the ap- policy was in force. plicable Limits of Insurance described in Section 11. of this policy. 5. If you cancel, final premium will be B. Bankruptcy or Insolvency more than pro rata; it will be based on the time this policy was in force and " The bankruptcy, insolvency or inability to increased by our short rate cancellation pay of any Insured or the bankruptcy, in- table and procedure. solvency or inability to pay of any of the 6. Premium adjustment may be made at underlying insurers will not relieve us from the the time of cancellation or as soon as payment of any claim or suit covered by this policy. practicable thereafter but the cancella- tion will be effective even if we have In the event of bankruptcy or insolvency of not made or offered any refund due any underlying Insurer, the insurance af- You. Our check or our representative's forded by this policy will not replace CE 65 24 06 97 (Page 3 of 7) check, mailed or delivered, will be suf- ficient tender of any refund due you. 7. The first Named Insured in Item 1. of the Declarations will act on behalf of all other Insureds with respect to the giving and receiving of notice of can- cellation and the receipt of any refund that may become payable under this policy. 8. Any of these provisions that conflict with a law that controls the cancella- tion of the insurance in this policy is changed by this statement to comply with the law. E. First Named Insured Duties The person or organization first named in Item 1. of the Declarations is responsible for the payment of all premiums. The first Named Insured will act on behalf of all other Named Insureds for the giving and receiving of notice of cancellation or the receipt of any return premium that may become payable. We will be furnished a complete copy of the "first underlying insurance" described in Item 5. of the Declarations and any subsequently issued endorsements which may in any way affect this insurance. F. Legal Actions Against Us There will be no right of action against us under this insurance unless: 1. you have complied with all the terms of this policy; and 2. the amount you owe has been deter- mined by settlement with our consent or by actual trial and final judgment. This insurance does not give anyone the right to add us as a party in an action against you to determine your liability. G. Maintenance of Underlying Insurance During the period of this policy, you agree: CE 65 24 06 97 (Page 4 of 7) 1. to keep the policies listed in Item 5. of the Declarations in full force and ef- fect; 2. that the Limits of Insurance of the "un- derlying insurance" policies listed in Item 5. of the Declarations will be maintained except for any reduction or exhaustion of aggregate limits by pay- ment of claims or suits for "losses" covered by "underlying insurance." If you fail to comply with these require- ments, we will only be liable to the same extent that we would have been had you fully complied with these requirements. H. Notice of Occurrence I 1. You must see to it that we are notified as soon as practicable of an occur- rence which may result in a claim or suit which may involve this policy. To the extent possible, notice will include: a. how, when and where the occur- rence took place; b. the names and addresses of any injured persons and witnesses; c. the nature and location of any in- jury or damage arising out of the occurrence. 2. If a claim or suit against any Insured is reasonably likely to involve this policy you must notify us in writing as soon as practicable. 3. You and any other involved Insured must: a. immediately send us copies of any demands, notices, summons- es or legal papers received in con- nection with the claim or suit; b. authorize us to obtain records and other information; c. cooperate with us in the inves- tigation, settlement or defense of the claim or suit; and d. assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the Insured be- cause of injury or damage to which this insurance may also ap- ply. 4. If the "Underlying Limits of Insurance" are exhausted solely by payment of "loss," no Insured will, except at their own cost, voluntarily make a payment, " assume any obligation, or incur any expense, other than for first aid, with- out our consent. I. Other Insurance If other insurance applies to a "loss" that o is also covered by this policy, this policy will apply excess of the other insurance. Nothing herein will be construed to make this policy subject to the terms, conditions and limitations of such other insurance. However, this provision will not apply if the other insurance is specifically written to be excess of this policy. Other insurance includes any type of self- insurance or other mechanism by which an Insured arranges for funding of legal liabilities. J. Premium Unless otherwise provided, the premium for this policy is a flat premium and is not subject to adjustment except as provided herein or amended by endorsement. If any This policy does not apply to: additional premium charge is made to the "underlying insurance" during the policy period or if there is an increase in the risk assumed by us, our premium may be ad- justed accordingly. K. Terms Conformed to Statute The terms of this policy which are in con- flict with the statutes of the state where this policy is issued are amended to con- form to such statutes. If we are prevented by law or statute from paying on behalf of the Insured, then we will, where permitted by law or statute, indemnify the Insured. L. When "Loss" is Payable Coverage under this policy will not apply unless and until the Insured or the In- sured's "underlying insurance" is obligat- ed to pay the full amount of the "Under- lying Limits of Insurance." When the amount of "loss" has finally been determined, we will promptly pay on behalf of the Insured the amount of "loss" falling within the terms of this policy. NUCLEAR ENERGY LIABILITY EXCLUSION A. Any liability, injury or damage: 1. with respect to which any Insured under the policy is also an Insured under a nu- clear energy liability policy issued by Nu- clear Energy Liability Insurance Associ- ation, Mutual Atomic, Energy Liability Un- derwriters, Nuclear Insurance Association of Canada or any of their successors, or would be an Insured under any such policy but for its termination upon exhaustion of its Limits of Insurance; or CE 65 24 06 97 (Page 5 of 7) 2. resulting from the "hazardous properties" of "nuclear material" and with respect to which (a) a person or organization is re- quired to maintain financial protection pur- suant to the Atomic Energy Act of 1954, or any law amendatory thereof, or (b) any Insured is, or had this policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement en- tered into by the United States of America, or any agency thereof, with any person or organization. B. Any injury or "nuclear property damage" re- sulting from the "hazardous properties" of "nuclear material," if: 1. the "nuclear material' (a) is at any "nu- clear facility" owned by, or operated by or on behalf of, any Insured or (b) has been discharged or dispersed therefrom; 2. the "nuclear material` is contained in "spent fuel" or "nuclear waste" at any time possessed, handled, used, processed, stored, transported or disposed of by or on behalf of any Insured; or 3. the injury or "nuclear property damage" arises out of the furnishing by any Insured of services, materials, parts of equipment in connection with the planning, construc- tion, maintenance, operation or use of any "nuclear facility," but if such facility is lo- cated within the United States of America, its territories or possessions or Canada, this Exclusion B.3. applies only to "nuclear property damage" to such "nuclear facili- ty" and any property therein. C. As used in this exclusion: 1. "Hazardous properties" includes radioac- tive, toxic or explosive properties. 2. "Nuclear facility" means: a. any "nuclear reactor"; b. any equipment or device designed or used for (1) separating the isotopes of urani- um or plutonium, (2) processing or utilizing "spent fuel' or (3) handling, processing or packaging .,nuclear waste' c. any equipment or device used for the processing, fabricating or alloying of "special nuclear material" if at any time the total amount of such material in the custody of any Insured at the premises where such equipment or de- vice is located CE 65 24 06 97 (Page 6 of 7) consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or, more than 250 grams of uranium 235; d. any structure, basin, excavation, prem- ises or place prepared or used for the storage or disposal of, "nuclear waste," and includes the site on which any of the foregoing is located, all op- erations considered on such site and, all premises used for such operations. 3. "Nuclear material' means "source mate- rial," "special nuclear material` or by- product material. 4. "Nuclear property damage" includes all forms of radioactive contamination of property. 5. "Nuclear reactor" means any apparatus designed or used to sustain nuclear fission in a self-supporting chain reaction or to contain a critical mass of fissionable ma- terial. 6. "Nuclear waste" means any "nuclear waste" material (a) containing "by-product material' other than the tailings of "nu- clear waste" produced by the extraction or concentration of uranium or thorium from any ore processed primarily for its "source material' content, and (b) resulting from the operation by any person or organiza- tion of any "nuclear facility" included with- in the definition of "nuclear facility" under Paragraph C.2.a. or C.2.b. 7. "Source material," "special nuclear mate- rial," and "by-product material' have the meanings given them in the Atomic En- ergy Act of 1954 or in any law amendatory thereof. 8. "Spent fuel' means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a .,nuclear reactor." This endorsement does not change any other provision of the policy. In Witness Whereof, we have caused this policy to be executed and attested, but this policy will not be valid unless countersigned by one of our duly authorized representatives, where required by law. CE 65 24 06 97 (Page 7 of 7) '0� Liberty Mutual. INSURANCE Coverage Is Provided In: Policy Number: American Fire and Casualty Company - a stock company I EUA (22) 63 70 85 02 (ITEM 5) SCHEDULE OF UNDERLYING INSURANCE: CARRIER, POLICY NUMBER AND PERIOD TYPE OF COVERAGE LIMITS OF INSURANCE FIRST UNDERLYING INSURANCE GENERAL $2,000,000 EACH OCCURRENCE LIBERTY MUTUAL FIRE INSURANCE LIABILITY LIMIT COMPANY $2,000,000 PERSONAL AND TB2-661-067353-031 ADVERTISING INJURY 10/01/2021 - 10/01/2022 LIMIT $4,000,000 GENERAL AGGREGATE LIMIT $4,000,000 PRODUCTS - COMPLETED OPERATIONS AGGREGATE LIMIT FIRST UNDERLYING INSURANCE OWNED AND HIRED $5,000,000 COMBINED SINGLE LIBERTY MUTUAL FIRE INSURANCE AND/OR NONOWNED LIMIT COMPANY AUTO LIABILITY AS2-661-067353-021 10/01/2021 - 10/01/2022 FIRST UNDERLYING INSURANCE EMPLOYERS $1,000,000 BODILY INJURY EACH LM INSURANCE CORPORATION LIABILITY* ACCIDENT LIMIT $1,000,000 BODILY INJURY BY WA5-66D-067353-011 DISEASE AGGREGATE 10/01/2021 - 10/01/2022 LIMIT $1,000,000 BODILY INJURY BY DISEASE EACH EMPLOYEE LIMIT *EMPLOYERS LIABILITY COVERAGE IS NOT PROVIDED FOR CLAIMS BY EMPLOYEES WHO ARE SUBJECT TO THE WORKERS COMPENSATION LAWS OF NEW YORK FIRST UNDERLYING INSURANCE EMPLOYEE $1,000,000 EACH, EMPLOYEE LIMIT LIBERTY MUTUAL FIRE INSURANCE BENEFITS COMPANY LIABILITY $2,000,000 AGGREGATE LIMIT TB2-661-067353-031 10/01/2021 - 10/01/2022 To report a claim, call your Agent or 1-844-325-2467 DS 70 23 0108 09/09/21 63708502 POLSVCS 275 NCAFPPNO INSURED COPY 002333 PAGE 14 OF 36 COMMERCIAL AUTO CA 04 49 11 16 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. A. The following is added to the Other Insurance Condition in the Business Auto Coverage Form and the Other Insurance Primary And Excess Insurance Provisions in the Motor Carrier Coverage Form and supersedes any provision to the contrary: This Coverage Form's Covered Autos Liability Coverage is primary to and will not seek contribution from any other insurance available to an "insured" under your policy provided that: 1. Such "insured" is a Named Insured under such other insurance; and 2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to such "insured". B. The following is added to the Other Insurance Condition in the Auto Dealers Coverage Form and supersedes any provision to the contrary: This Coverage Form's Covered Autos Liability Coverage and General Liability Coverages are primary to and will not seek contribution from any other insurance available to an "insured" under your policy provided that: 1. Such "insured" is a Named Insured under such other insurance; and 2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to such "insured". CA 04 49 11 16 © Insurance Services Office, Inc., 2016 Page 1 of 1 PROFESSIONAL MAINTENANCE SERVICES AGREEMENT for HVAC Maintenance and Repair Services between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 0 ACCO Engineered Systems, Inc. 2201 Park Place, Suite #400 EI Segundo, CA 90245 (424) 201-0153 This Professional Maintenance Services Agreement ("the Agreement") is made as of July 26, 2021 (the "Effective Date"), by and between ACCO Engineered Systems, Inc. ("Contractor"), a California corporation, and the City of Seal Beach ("City"), a California charter city, (collectively, "the Parties"). RECITALS A. City desires certain HVAC maintenance services including regularly scheduled preventative maintenance, related repairs, and on-call emergency and unexpected maintenance tasks. B. Pursuant to the authority provided by its City Charter and Seal Beach Municipal Code § 3.20.025(D), City solicited proposals for such services through The Gordian Group EZIQC Contract No.: CA -REN -SCR -M01 -062718 - AES. C. Pursuant to The Gordian Group EZIQC Contract No.: CA -REN -SCR -M01- 062718 -AES, Contractor submitted a proposal to the City for regularly scheduled HVAC preventative maintenance, related repairs, and on-call emergency and unexpected maintenance tasks, dated June 18, 2021, in the amount of $60,598.58 ("Accepted Proposal" hereinafter), attached hereto as Exhibit A and incorporated herein by reference, which constitutes the lowest acceptable bid. The Accepted Proposal contains, among other things, provisions defining the scope of services. D. City desires to engage Contractor as an independent contractor to provide HVAC maintenance and repair services in the manner set forth herein and more fully described in Section 1.0. E. Contractor represents that the principal members of its firm are qualified California licensed contractors (License #120696, DIR #1000000546) and are fully qualified to perform the services contemplated by this Agreement in a good and professional manner; and it desires to perform such services as provided herein. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. AGREEMENT 1.0 Scope of Services 1.1. Contractor shall provide those HVAC maintenance, related repairs, and on-call emergency and unexpected maintenance tasks (collectively "Services") set forth in the Contractor's Proposal ("Accepted Proposal", Exhibit A), Sourcewell Indefinite Quantity Construction agreement (Exhibit B), and Labor Code requirements (Exhibit C), attached and incorporated herein by this reference. To the extent that there is any conflict between Exhibit A, Exhibit B, Exhibit C, and this Agreement, this Agreement shall control. 2 of 20 1.2. Contractor shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City. 1.3. In performing this Agreement, Contractor shall comply with all applicable provisions of federal, state, and local law. 1.4. As a material inducement to City to enter into this Agreement, Contractor hereby represents that it has the experience necessary to undertake the Services to be provided. In light of such status and experience, Contractor hereby covenants that it shall follow the customary professional standards in performing all Services. The City relies upon the skill of Contractor, and Contractor's staff, if any, to do and perform the Services in a skillful, competent, and professional manner, and Contractor and Contractor's staff, shall perform the Services in such manner. Contractor shall, at all times, meet or exceed any and all applicable professional standards of care. The acceptance of Contractor's work by the City shall not operate as a release of Contractor from such standard of care and workmanship. 2.0 Term 2.1. The term of this Agreement shall commence as of the Effective Date and shall continue for a term of one (1) year ("Original Term") and shall expire at midnight on July 26, 2022, unless sooner terminated or extended as provided by this Agreement. 2.2. The City, at its sole option, may elect to extend the Original Term of this Agreement, upon the same terms and conditions, for up to four (4) 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 July 26, 2022 through and including July 26, 2023, unless sooner terminated or extended pursuant to this Agreement. If timely elected by the City, the second extension shall be from July 26, 2023 through and including July 26, 2024, unless sooner terminated pursuant to this Agreement. If timely elected by the City, the third extension shall have a term extending from July 26, 2024 through and including July 26, 2025, unless sooner terminated or extended pursuant to this Agreement. If timely elected by the City, the fourth extension shall be from July 26, 2025 through and including July 26, 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. 3 of 20 3.0 Contractor's Compensation 3.1. City will pay Contractor in accordance with the rates shown on the fee schedule set forth in Exhibit A for the Services assigned by City but in no event will the City pay more than the total not -to -exceed amount of $60,598.58 (Sixty Thousand Five Hundred Ninety Eight and 58/100 dollars) for the Original Term. 3.2. In the event that City elects to extend the Original Term in accordance with Section 2.2 of this Agreement, City will pay Contractor in accordance with the rates shown on the fee schedule set forth in Exhibit A for Services, subject to the following: 3.2.1 The rates set forth in Exhibit A may be adjusted for each one-year renewal term. Not later than one (1) month prior to the expiration of the Original Term or any one-year extension, Contractor may request hourly rate and/or unit price increases for each extension that shall not exceed the rate of change of the lesser of either (a) the most recent Sourcewell Annual Renewal and Modification of Agreement or (b) five percent (5%)of the total contract price set forth in Section 3.1. 3.3. Contractor will not be compensated for any work performed not authorized by City and specified in Section 1.0, Scope of Services, unless City authorizes such work in advance and in writing. The City Manager may authorize extra work to fund unforeseen conditions up to the amount approved at the time of award by the City Council. Payment for additional work in excess of this amount requires prior City Council authorization. Any additional work authorized by the City Council pursuant to this Section will be compensated in accordance with the fee schedule set forth in Exhibit A and/or any modified rates agreed to by City pursuant to Section 3.2.1 for any extension. 4.0 Method of Payment Contractor shall submit to City monthly invoices for all Services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end of the month during which the Services were rendered and shall describe in detail the Services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the Services performed for each day in the period. City will pay Contractor within 30 days of receiving Contractor's invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Contractor. 4 of 20 5.0 Termination 5.1. This Agreement may be terminated by City, without cause, or by Contractor based on reasonable cause, upon giving the other party written notice thereof not less than 30 days prior to the date of termination. 5.2. This Agreement may be terminated by City upon 10 days' notice to Contractor if Contractor fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy. 5.3. In the event of termination, City shall compensate Contractor for all services satisfactorily performed up to the date of termination. City shall not be obligated to Contractor for services performed after the date of termination. Contractor shall deliver all records, equipment and materials (to the extent equipment and/or materials are owned by City), finished or unfinished documents, reports, photographs, films, charts, data, studies, surveys, drawings, models, maps, or other documentation related to the performance of this Agreement to City within three (3) business days of the date of expiration or termination of this Agreement. Neither party shall have any other claim against the other party by reason of such expiration or termination. 6.0 Party Representatives 6.1. The City Manager is the City's representative for purposes of this Agreement. 6.2. Andy Lufkin is the Contractor's primary representative for purposes of this Agreement. Andy Lufkin shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the Services hereunder. Contractor may not change its representative without the prior written approval of City, which approval shall not be unreasonably withheld. 7.0 Notices 7.1. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the United States Mail, first class postage prepaid and addressed to the party at the following addresses: To City: City of Seal Beach 211 -8th Street Seal Beach, California 90740 Attn: City Manager 5 of 20 To Contractor: ACCO Engineered Systems, Inc. 2201 Park Place, Suite 400 EI Segundo, CA 90245 Attn: Andy Lufkin 7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 8.0 Licenses Contractor represents and agrees that all personnel engaged by Contractor in performing the Services are and shall be fully qualified and are authorized or permitted under state and local law to perform such services. Contractor further represents and warrants to City that it has all licenses, permits, qualifications, and approvals to provide the services and work required to be performed by this Agreement, including, without limitation, a City of Seal Beach business license as required by the Seal Beach Municipal Code. Contractor further represents and warrants that it shall keep in effect all such licenses, permits, and other approvals during the term of this Agreement. Should any of Contractors' licenses, permits or other approvals lapse, be suspended or otherwise no longer be in effect, Contractor shall immediately provide notice to the City Manager. Contractor shall identify the license, permit or approval which is no longer in effect, what steps are needed to cure this deficiency and the date when Contractor anticipates their license, permit or approval will be restored. Contractor shall be responsible for all costs of delay caused by any such deficiency 9.0 Independent Contractor 9.1. Contractor is an independent contractor and not an employee of the City. All work or other Services provided pursuant to this Agreement shall be performed by Contractor or by Contractor's employees or other personnel under Contractor's supervision. Contractor will determine the means, methods, and details by which Contractor's personnel will perform the Services. Contractor shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Services and compliance with the customary professional standards. 9.2. All of Contractor's employees and other personnel performing any of the Services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor's exclusive direction and control. Contractor and Contractor's personnel shall not supervise any of City's employees; and City's employees shall not supervise Contractor's personnel. Contractor's personnel shall not wear or display any City uniform, badge, identification number, or other information identifying such individual as an employee of City, and Contractor's personnel shall not use any City e-mail address or City telephone number in the performance of any of the Services 6 of 20 under this Agreement. Contractor shall acquire and maintain at its sole cost and expense such vehicles, equipment and supplies as Contractor's personnel require to perform any of the Services required by this Agreement. Contractor shall perform all Services off of City premises at locations of Contractor's choice, except as otherwise may from time to time be necessary in order for Contractor's personnel to receive projects from City, review plans on file at City, pick up or deliver any work product related to Contractor's performance of any Services under this Agreement, or as may be necessary to inspect or visit City locations and/or private property to perform such Services. City may make a computer available to Contractor from time to time for Contractor's personnel to obtain information about or to check on the status of projects pertaining to the Services under this Agreement. 9.3. Contractor shall be responsible for and pay all wages, salaries, benefits and other amounts due to Contractor's personnel in connection with their performance of any Services under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, other retirement or pension benefits, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Notwithstanding any other agency, State, or federal policy, rule, regulation, statute or ordinance to the contrary, Contractor and any of its officers, employees, agents, and subcontractors providing any of the Services under this Agreement shall not become entitled to, and hereby waive any claims to, any wages, salaries, compensation, benefit or any incident of employment by City, including but not limited to, eligibility to enroll in, or reinstate to membership in, the California Public Employees Retirement System ("PERS") as an employee of City, and entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits. 9.4. In addition to all other provisions of this Agreement, Contractor shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Contractor's personnel practices. or to the extent arising from, caused by or relating to the violation of any of the provisions of this Section 9.0. In addition to all other remedies available under law, City shall have the right to offset against the amount of any fees due to Contractor under this Agreement any amount due to City from Contractor as a result of Contractor's failure to promptly pay to City any reimbursement or indemnification arising under this Section. This duty of indemnification is in addition to Contractor's duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. This duty shall survive the expiration or termination of this Agreement. 7of20 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. Contractor agrees that, in providing its employees and any other personnel to City to perform any work or other Services under this Agreement, Contractor shall assure compliance with the Public Employees' Retirement Law, commencing at Government Code § 20000, the regulations of PERS, and the Public Employees' Pension Reform Act of 2013, as amended. Without limitation to the foregoing, Contractor shall assure compliance with regard to personnel who have active or inactive membership in PERS and to those who are retired annuitants and in performing this Agreement shall not assign or utilize any of its personnel in a manner that will cause City to be in violation of the applicable retirement laws and regulations. 10.2. Indemnification. In addition to all other provisions of this Agreement, Contractor shall defend (with legal counsel approved by City, whose approval shall not be unreasonably withheld), indemnify and hold harmless City, and its City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Contractor's violation of any provisions of this Section 10.0. This duty of indemnification is in addition to Contractor's duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. This duty shall survive the expiration or termination of this Agreement. 11.0 Confidentiality 11.1. Contractor covenants that all data, reports, notes, surveys, studies, drawings, plans, maps, models, photographs, images, video files, media, computer files, electronic files, discussion, information, materials or other documents and records of any kind developed or prepared by Contractor or provided to Contractor for performance of this Agreement are deemed confidential and shall not be disclosed by Contractor without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure. Contractor, its officers, directors, employees, agents, and/or subcontractors shall not without written authorization from the City Manager or unless requested in writing by the 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 project or property located within the City. Response to a subpoena or court order shall not be considered "voluntary," provided Consultant gives City notice of such court order or subpoena. 8 of 20 11.2. Contractor shall promptly notify City should Contractor, its directors, 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 Services performed thereunder or with respect to any project or property located within City. City may, but has no obligation to, represent Contractor or be present at any deposition, hearing or similar proceeding. Contractor 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. Contractor's covenants under this Section shall survive the expiration or termination of this Agreement. 12.0 Subcontractors No portion of this Agreement shall be subcontracted without the prior written approval of the City. Contractor is fully responsible to City for the performance of any and all subcontractors. 13.0 Prohibition Against Assignment or Delegation Contractor shall not assign any of its rights, or delegate any duties or interest in this Agreement, either in whole or in part, without the prior written consent of City. Any purported assignment or delegation without City's consent shall be void and without effect. 14.0 Inspection and Audit of Records Contractor shall maintain complete and accurate records with respect to all Services and other matters covered under this Agreement, including but expressly not limited to, all Services performed, salaries, wages, payroll, invoices, time cards, cost control sheets, costs, expenses, receipts, data, reports, notes, surveys, studies, drawings, plans, maps, models, photographs, images, video files, media files, computer files, electronic files and other records with respect to this Agreement. Contractor shall maintain adequate records on the Services provided in sufficient detail to permit an evaluation of all Services in connection therewith. All such records shall be maintained in accordance with applicable law (including but expressly not limited to, the Labor Code with respect to prevailing wages) and generally accepted accounting principles and shall be clearly identified and readily accessible. Upon 24-hour notice from City, Contractor shall allow City or City's agents or representatives to inspect at Contractor's offices during regular business hours, all such records, and to examine and audit the same and to make copies and transcripts as City deems necessary, and to inspect and audit all work, proceedings, activities and all other 9 of 20 matters related to this Agreement. Contractor shall retain all such records, with supporting documents for at least three (3) years after expiration of this Agreement, termination of this Agreement, or final payment under this Agreement, whichever occurs later. City's rights under this Section 14.0 shall survive for three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. 15.0 Ownership of Documents and Work Product 15.1. All reports, notes, surveys, studies, drawings, plans, maps, models, photographs, images, video files, media, computer files, electronic files, discussion, or information, materials or other documents developed or prepared by Contractor and/or required to be furnished to City in connection with this Agreement shall become City's property, and City may use all or any portion thereof submitted by Contractor as City deems appropriate. Contractor hereby assigns to City all ownership and any and all intellectual property rights to the Data that are not otherwise vested in City pursuant to the preceding sentence. 15.2. Upon completion of the Services, or in the event of expiration or termination of this Agreement, Contractor shall deliver to City all original records and other deliverables related to this Agreement without additional cost or expense to City. If Contractor prepared any records on a computer, Contractor shall provide City with said records both in a printed format and in an electronic format that is acceptable to City. Such records shall become City's sole property and may be used, reused or otherwise disposed of by City without Contractor's permission. 16.0 Safety Requirements All work performed under this Agreement shall be performed in such a manner as to provide safety to the public and to meet or exceed the safety standards outlined by CAL OSHA. City may issue restraint or cease and desist orders to Contractor when unsafe or harmful acts are observed or reported relative to the performance of the Services. Contractor shall maintain the work sites free of hazards to persons and property resulting from its operations. Contractor shall immediately report to the City any hazardous condition noted by Contractor. 17.0 Familiarity with Work By executing this Agreement, Contractor represents that it has: (a) thoroughly investigated and considered the scope of services to be performed; (b) carefully considered how the Services should be performed; and (c) understands the facilities, difficulties, and restrictions attending performance of the Services under this Agreement. 10 of 20 18.0 Insurance 18.1. General Requirement. Contractor shall not commence Services under this Agreement until it has provided evidence satisfactory to the City that Contractor has secured all insurance required under this Section. 18.2. Minimum Scope of Insurance Coverage. Contractor shall, at its expense, procure, maintain and keep in full force and effect for the term 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 by Contractor, and its directors, officers, agents, representatives, employees, and subcontractors. Coverage shall be at least as broad as the latest version of the following: 18.2.1. General Liability Insurance: Contractor shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 0001, with limits no less than $2,000,000 per occurrence for bodily injury, personal injury and property damage; and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit. 18.2.2. Automobile Liability Insurance. Contractor shall maintain automobile liability insurance at least as broad as Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto), including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than $2,000,000 per accident for bodily injury and property damage. 18.2.3. Workers' Compensation and Employer's Liability coverages. Contractor shall maintain Workers' Compensation in the amount required by law, and Employer's Liability: $1,000,000 per accident and in the aggregate for bodily injury or disease. 18.3. Cancellation or Modification to Coverages. The insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms supplied or approved by the City to contain the following provisions: 18.3.1. Coverage shall not be suspended, voided, reduced or canceled except after 30 days prior written notice by certified mail, return receipt requested, has been given to City; 18.3.2. Any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its elected and appointed officials, officers, 11 of 20 employees, agents, volunteers, and those or agents serving as independent contractors in the role of City officials; 18.3.3. Coverage shall be primary insurance as respects City, its officials, officers, employees, agents, volunteers, and those City agents serving as independent contractors in the role of City officials, or if excess, shall stand in an unbroken chain of coverage excess of Contractor's scheduled underlying coverage and that any insurance or self-insurance maintained by City, its officials, officers, employees, agents, volunteers and those City agents serving as independent contractors in the role of City officials, shall be excess of the Contractor's insurance and shall not be called upon to contribute with it; 18.3.4. Tor general liability insurance, that City, its officials, officers, employees, agents, 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 services or operations performed by or on behalf of Contractor, including materials, parts or equipment furnished in connection with such work; and for automobile liability, that City, its officials, officers, employees, agents, 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 Contractor or for which Contractor is responsible. 18.4. Separation of Insureds. All insurance required by this Section shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to City, its officials, officers, employees, agents, volunteers, and those City agents serving as independent contractors in the role of City officials. A severability of interests provision must apply for all additional insureds ensuring that Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer's limits of liability. The policy(ies) shall not contain any cross-liability exclusions. 18.5. Deductibles and Self-insured Retentions. Any deductibles or self- insured retentions shall be declared to and approved by City. Contractor guarantees that, at the option of City, either: (1) 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 agents serving as independent contractors in the role of City officials; or (2) Contractor shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 18.6. Acceptability of Insurers. Insurance shall be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to City. 12 of 20 18.7. Waiver of Subrogation. Each insurance policy maintained or procured pursuant to this Agreement shall be endorsed to waive the insurer's right of subrogation against City and its officials, officers, employees, agents, volunteers and those City agents serving as independent contractors in the role of City officials, or shall specifically allow Contractor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery and all rights of subrogation against City . 18.8. City Remedy for Noncompliance. If Contractor does not maintain the policies of insurance required under this Section in full force and effect during the term of this Agreement, or in the event any of Contractor's policies do not comply with the requirements under this 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 Contractor's expense, the premium thereon. Contractor shall promptly reimburse City for any premium paid by City or City may withhold amounts sufficient to pay the premiums from payments due to Contractor. 18.9. Verification of Coverage. Contractor shall furnish City with original certificates of insurance and endorsements evidencing and effecting the coverages required by this Agreement on forms satisfactory to City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by City if requested. All certificates and endorsements shall be received and approved by City before work commences. City also reserves the right to require complete, certified copies of all required insurance policies, at any time. Contractor 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. Contractor shall furnish such proof at least two weeks prior to the expiration of the coverages. 18.10. Enforcement of Contract Provisions (Non -Estoppel). Contractor acknowledges and agrees that any actual or alleged failure on the part of the City to inform Contractor of noncompliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. 18.11. Subcontractors. Contractor 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. 18.12. Indemnity Requirements Not Limiting. Procurement of insurance by Contractor shall not be construed as a limitation on Contractor's liability or full performance of Contractor's duty to indemnify City under any provision of this Agreement. 13 of 20 18.13. Additional Insurance/Broader Coverage. Contractor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Services. If Contractor maintains broader coverage and/or higher limits than the minimums required above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. 19.0 Indemnification, Hold Harmless, and Duty to Defend 19.1. General Indemnity. To the fullest extent permitted by law, Contractor shall, at its sole cost and expense, protect, defend, hold harmless and indemnify City, its elected and appointed officials, officers, attorneys, agents, employees, volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively "Indemnitees" in this Agreement) from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, suits, judgments, penalties, protests, stop notices, liens and losses of any nature whatsoever, including fees of accountants, attorneys and other professionals, and all costs associated therewith, and the payment of all consequential damages (individually a "Claim" and collectively "Claims"), in law or equity, whether actual, alleged or threatened, in any manner which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Contractor, its owners, directors, officers, agents, servants, employees, subcontractors, materialmen, suppliers, consultants, contractors, or subcontractors, or their owners, directors, officers, agents, servants or employees (or any entity or individual that Contractor shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence, except for Claims arising from the sole negligence or willful misconduct of Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. Contractor shall defend the Indemnitees in any action or actions filed in connection with any Claims with counsel of the Indemnitees' choice, and shall pay all costs and expenses, including all attorneys' fees and experts' costs actually incurred in connection with such defense. Contractor shall reimburse the Indemnitees for any and all legal expenses and costs incurred by the Indemnitees in connection therewith. 19.2. Bid Protests. In addition to all other obligations under this Section, Contractor shall reimburse the City for all attorneys' fees and costs incurred by City in connection with, arising out of or incident to any Bid protest or any other challenge or protest to City's purchasing procedures. 19.3. Civil Code Exception. Nothing in this Section shall be construed to encompass Indemnitees' sole negligence or willful misconduct to the limited extent that this Agreement is subject to Civil Code Section 2782(a) or City's 14 of 20 active negligence to the limited extent that this Agreement is subject to Civil Code Section 2782(b), provided such sole negligence, willful misconduct or active negligence is determined by agreement between the parties or by the findings of a court of competent jurisdiction. 19.4. Taxes and Workers' Compensation. Contractor shall pay all required taxes on amounts paid to the Contractor under the Contract, and indemnify and hold the City harmless from any and all taxes, assessments, penalties, and interest asserted against the City by reason of the independent contractor relationship created by the Contract. Contractor shall fully comply with the Workers' Compensation law regarding Contractor and Contractor's employees. Contractor shall indemnify and hold the City harmless from any failure of Contractor to comply with applicable Workers' Compensation laws. City may offset against the amount of any fees due to Contractor under the Contract any amount due to City from Contractor as a result of Contractor's failure to promptly pay to the City any reimbursement or indemnification arising under this Section. 19.5. Public Safety. Contractor shall perform all Services in a manner to minimize public inconvenience and possible hazard, to restore other work areas to their original condition and former usefulness as soon as possible, and to protect public and private property. Contractor shall be liable for any private or public property damaged during the performance of the Services by Contractor or its directors, officers, employees, agents or subcontractors. 19.6. Subcontractor indemnification. Contractor shall obtain executed indemnity agreements with provisions identical to those in this Section 19.0 from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Contractor in the performance of this Agreement. Contractor shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Claims in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Contractor's subcontractor, its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual that Contractor's subcontractor shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence, except for Claims 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. 19.7. Workers' Compensation Acts Not Limiting. Contractor's indemnification obligations under this Section or any other provision of this Agreement shall not be limited by the provisions of any workers' compensation act or similar act. Contractor expressly waives any statutory immunity under such statutes or laws as to City and all other Indemnitees. 15 of 20 19.8. Insurance Requirements Not Limiting. Contractor's indemnification obligations set forth in this Section 19.0 shall not be limited by the limits of any policies of insurance required or provided by Contractor pursuant to this Agreement, or by any insurance proceeds, if any, received by Contractor or Indemnitees, and this Section 19.0 shall apply to all Claims regardless of whether any insurance policies are applicable. 19.9. Survival of Terms. Contractor's covenants under this Section 19.0 shall survive the expiration or termination of this Agreement. City may offset aaainst the amount of any fees due to Contractor under this Aareement any mount due to City -from Contractor as a result of Contractor's failure to oromotly pay to City any reimbursement or indemnification arisina under this Section 20.0 Equal Opportunity and Nondiscrimination 20.1. Contractor affirmatively represents that it is an equal opportunity employer. Contractor shall not discriminate, harass or retaliate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, physical disability, mental disability, medical condition, genetic information, ancestry, sex, gender, sexual orientation, gender identity, gender expression, marital status, age, military or veteran status, or any other basis protected by federal, state or local laws, including but is not limited to, in all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. 20.2. Contractor warrants that in providing the Services, Contractor shall not discriminate, harass or retaliate against any customer, patron, client, or other member of the public because of race, religion, color, national origin, handicap, physical disability, mental disability, medical condition, genetic information, ancestry, sex, gender, sexual orientation, gender identity, gender expression, marital status, age, military or veteran status, or any or other basis protected by federal, state or local laws. 21.0 Workers' Compensation Certification Labor code Sections 1860 and 3700 provide that every employer is required to be insured against liability for Workers' Compensation or to undertake self- insurance in accordance with the provisions of that Code. In accordance with those statutes, by signing this Agreement, Contractor certifies as follows: 1 am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the Work of this Contract." 16 of 20 22.0 Prevailing Wage and Payroll Records To the extent that this Agreement calls for services that, in whole or in part, constitute "public works" as defined in the California Labor Code, then Contractor shall comply in all respects with all applicable provisions of the California Labor Code, including those set forth in Exhibit C, attached hereto and incorporated by reference herein. 23.0 Warranty Contractor warrants that it shall perform the Services required by this Agreement in compliance with all applicable Federal and California employment laws, including, but not limited to, those laws related to minimum hours and wages, occupational health and safety; fair employment and employment practices; workers' compensation insurance and safety in employment; and all other Federal, State and local laws and ordinances applicable to the services required under this Agreement. Contractor shall indemnify and hold harmless City from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description including attorneys' fees and costs, presented, brought, or recovered against City for, or on account of any liability under any of the above-mentioned laws, which may be incurred by reason of Contractor's performance under this Agreement. 24.0 Non -Exclusive Agreement Contractor acknowledges that City may enter into agreements with other Contractors for services similar to the services that are subject to this Agreement or may have its own employees perform services similar to those services contemplated by this Agreement. 25.0 Time of Essence Time is of the essence in respect to all provisions of this Agreement that specify a time for performance; provided, however, that the foregoing may not be construed to limit or deprive a party of the benefits of any grace or use period allowed in this Agreement. 26.0 Entire Agreement This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both Parties. 17 of 20 27.0 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. 28.0 Governing Law and Venue This Agreement 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 the drafting party shall not be applied in interpreting this Agreement. This Agreement is made, entered into, and executed in Orange County, California, and any action filed in any court or administrative agency for the interpretation, enforcement or other action of the terms, conditions, or covenants referred to herein shall be filed in the applicable court or administrative agency in Orange County, California. 29.0 No Third Party Rights 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 as a result of this Agreement. 30.0 Waiver The failure of either party at any time to require performance by the other party of any provision of this Agreement shall in no way affect that party's right to enforce such provisions, nor shall the waiver by either party of any breach of any provision of this Agreement be taken or held to be a waiver of any further breach of the same provision. 31.0 Prohibited Interests; Conflict of Interest 31.1. Contractor covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Contractor further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Contractor shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Contractor shall not accept any employment or representation during the term of this Agreement which is or may likely make Contractor "financially interested" (as provided in California Government Code §§ 1090 and 87100) in any decision made by City on any matter in connection with which Contractor has been retained. 18 of 20 31.2. Contractor further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Contractor, to solicit or obtain this Agreement. Nor has Contractor paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Contractor, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Contractor hereunder the full amount or value of any such fee, commission, percentage or gift. 31.3. Contractor warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, non - contractual, financial, proprietary, or otherwise, in this transaction or in the business of Contractor, and that if any such interest comes to the knowledge of Contractor at any time during the term of this Agreement, Contractor shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in this Section. 32.0 Attorneys' Fees If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party all of its attorneys' fees, experts' fees, and other costs incurred in connection therewith, in addition to any other relief to which the party may be entitled. 33.0 Interpretation In the event of any asserted ambiguity in, or dispute regarding the interpretation of any matter herein, the interpretation of this Agreement shall not be resolved by any rules of interpretation providing for interpretation against the party who causes the uncertainty to exist or against the party who drafted the Agreement or who drafted that portion of the Agreement. 34.0 Exhibits All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control. 19 of 20 35.0 Titles and Headings The titles and headings used in this Agreement are for convenience only and shall in no way define, limit or describe the scope or intent of this Agreement or any part of it. 36.0 Corporate Authority The person executing this Agreement on behalf of Contractor warrants that he or she is duly authorized to execute this Agreement on behalf of said party and that by his or her execution, the Contractor is formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. CITY OF SEAL BEACH CONTRACTOR: ACCO Engineered n r\ Systems, Inc., a California corporation By' Al M.Aw I By &R—Ingram' Ci y M n er : Name: Its: f✓,rte 1r:,.1 _�YiIN�/1JF y. Attest:qcD t 1 ` ame: Assistant Secretary Glofia D. Harper, Cit rte„: (Please note, two signatures required for cmme)ratinns minwant to r`nlifnmin Corporations Code Section 313 from Approve?as For each of the following categories: (i) the chairperson of the board, the president or any vice president, and (ii) the By: secretary, any assistant secretary, the raig A. Steele, City Attorney chief financial officer or any assistant treasurer of such corporation.) 20 of 20 EXHIBIT A Contractor's Proposal GORDIAN@ Work Order Signature Document EZIQC Contract No.: CA -REN -SCR -M01 -062718 -AES ElNew Work Order ❑ Modify an Existing Work Order Work Order Number.: 092636.00 Work Order Date: 06/18/2021 Work Order Title: Seal Beach - HVAC Preventative Maintenance Owner Name: SOCAL REN - City of Seal Beach Contractor Name: ACCO Engineered Systems Contact: Iris Lee Contact: Andy Lufkin Phone: (562)431-2527 Phone: 424-201-0153 Work to be Performed Work to be performed as per the Final Detailed Scope of Worts Attached and as per the terms and conditions of EZIQC Contract No CA -REN -SCR -M01 -062718 -AES. Brief Work Order Description: City of Seal Beach - HVAC Preventative Maintenance Time of Performance Estimated Start Date: Estimated Completion Date: Liquidated Damages Will apply: X Will not I Work Order Firm Fixed Price: $60,598.58 Owner Purchase Order Number: Approvals Owner Date Contractor Hugh Palmer Date Assistant Secretary ..— "n f oIgrwwre uocumenc Page 1 of 1 6/1812021 Detailed Scope of Work To: Andy Lufkin ACCO Engineered Systems 2201 Park Place, Suite #400 EI Segundo, CA 90245 424-201-0153 Date Printed: June 18, 2021 GORDIAN@ From: Iris Lee City of Seal Beach 211 Eighth Street Seal Beach, CA 90740 (562) 431-2527 Work Order Number: 092636.00 Work Order Title: Seal Beach - HVAC Preventative Maintenance Brief Scope: City of Seal Beach - HVAC Preventative Maintenance Preliminary FIRevised Final The following items detail the scope of work as discussed at the site. All requirements necessary to accomplish the items set forth below shall be considered part of this scope of work. City of Seal beach - HVAC Preventative Maintenance 'See attached detailed scope of work. "Prevailing wage rates apply. Subject to the Contractor Owner 'cope or wank Contract CA REN -SCR -M01.062718 -AES. Hugh Palmer Assistant Secretary -711 /2e2 t Date Date Page 1 of 1 6/18/2021 ACCO engineered ems CITY OF SEAL BEACH 2021 HVAC Maintenance and Repair Services � engineered systems ACCOCARE Preventive Maintenance Agreement � engineered systems ACCOCARE HVAC PREVENTIVE MAINTENANCE AGREEMENT FOR Test ACCOCare Under the ACCOCare Preventive Maintenance Agreement, our technician(s) will visit your facility to perform scheduled maintenance inspections and services on the listed equipment as per the scope and service frequencies described herein. SCOPE OF WORK Eon no 16, T� CONDENSING UNITS CONDENSER• CONDENSER (Routine)•QUARTERLY • Check for excessive noise and \nbration. • \isually inspect electrical connections. • Inspect condenser coils. • Visual check for refrigerant leaks. • Ensure all access panels are properlysecured and all screws are re -installed. CONDENSER • COIL CLEAN, CONDENSER • ANNUAL • Clean condenser coils. • Clean up area. MINI SPLIT CONDENSING UNIT • MINI SPLITCONDENSING UNIT (Routine) • QUARTERLY • Check for excessive noise and � bration. • Check refrigerant sight glass (if applicable). • Visual check for refrigerant leaks. • Usuallyinspect electrical connections. • Check operating temperature and pressure controls • Check condenser fans. • Verify compressor operation. • Inspect reversing valve for operation (if applicable). • Inspect condenser coils. • Ensure all access panels are properly secured and all screws are re -installed. MNI SPLIT CONDENSING UNIT • COIL CLEAN, CONDENSER • ANNUAL • Clean condenser coils. • Gear, up area. �--i' Powered by � � I SCOPE OF WORK (continuation...) AIR HANDLERS / FANS FAN COIL UNIT • FAN COIL UNFT (Routine) • QUARTERLY • Check evap coil temperature differential. • Inspect unit condition. • Check for excessive noise and ubration. • Lubricate motor and fan shaft bearings (as needed). • Usual check for leaks. • Check operating temperature and pressure controls. • Check fan operation. • Inspect gas furnace section for wear and proper operation (if applicable). • Usuallymspect electrical connections. • Check operation of condensate pump (if applicable i. • Dispense condensate pan tabu) as appropriate • Ensure all access panels are properlysecured and all screw are re -installed. FAN COIL UNIT- FILTER REPLACEMENT- QUARTERLY • Replace filter, ensure proper fitment. • Properly d,spose of used filter. FAN COIL UNIT • BELT REPLACEMENT • ANNUAL • Replace belts, adjust as appropriate. • Dispose of used belt. PACKAGE A/C UNITS PACKAGE AC UNIT • PACKAGE AC UNIT (ANNUAL) • ANNUAL • ANNUAL • Lock out' tag out. • Check and tighten electrical connections • Check safeties. • Check contactor(s). • Inspect burner assemblyfor defects - • Check igniter cif applicable). • Usuallyinspectdamper(s). • Lubricate as required. • Check for proper fan operation. PACKAGE AC UNIT • FILTER REPLACEMENT • QUARTERLY • Replace filter, ensure proper fitrnent. • Properly d�spose of used filter. PACKAGE AC UNIT • PACKAGE AC UNIT (Routine) • QUARTERLY • Check evap cod temperature differential_ • Check for excessive noise and 'ebration. onenIneered syMW stems Powered by" F SCOPE OF WORK (continuation...) • Lubricate motor and fan shaft bearings as needed). • Usual check for refrigerant leaks. • Verify compressor operation. • Usually inspect electrical connections. • Inspect AFD for proper operation (if applicable). • Check economizer setpoints and operation. • Check operating temperature and pressure controls. • Check fan(si operation. • Inspect gas furnace section for Near and proper operation (if applicable). • Dispense condensate pan tab(s) as appropriate • Check operation of condensate pump (if applicable). • Check condensate P -Trap and purge (as needed). • Check condition and cleanliness of condensate penis). • Ensure all access panels are properlysecured and all screws are re -installed. PACKAGE AC UNIT • CONDENSATE PAN CLEANING • QUARTERLY • Clean condensate pan. check drain system. PACKAGE AC UNIT • COIL CLEAN, CONDENSER • ANNUAL • Clean condenser coils. • Clean up area. PACKAGE AC UNIT • BELT REPLACEWENT • ANNUAL • Replace belts, adjust as appropriate. • Dispose of used belt. nen sneered systems MW Report equipment condition to facility representative, including any repair requirements. Powered byII �O� SCOPE ACCO AGREES 1. To perform services as detailed above. I I engineered sy ems 2. To furnish the Customer with a report of any irregularities revealed as a result of the inspection and adjustments. Corrective measures or repairs that are required will be recommended to Customer. 3. To obtain Customer approval before billable repair work is performed. 4. To service only the equipment listed. 5. To report to the person or office designated in writing by Customer. Customer to inform ACCO of changes in personnel. EXCLUDED FROM THIS AGREEMENT 1. Service, repair, adjust, clean, or replace parts of any of the following unless specifically included in the Scope: Air balancing; boiler tubes, duct work; cabinet interiors and exteriors; drains which are not a part of the equipment covered bythis plan; heating, cooling and condenser coils; electrical wiring and components before and after equipment disconnect; surfaces exposed to air and water as part of the system performance (such as sump pans, evaporative condenser tube bundles, tower and evaporative condenser distributors, panels, fans, shafts, etc.); recording instruments, gauges, and thermometers and building automation/direct digital control systems. 2. All work will be performed on normal working hours unless specifically defined on overtime working hours here. 3. Testing, monitoring, reporting, consulting or making remedies relating to indoor air quality (IAQ). 4. Testing, inspecting, calibrating or adjusting of any building automation/energy management, pneumatic or electronic controls systems or components unless specifically included elsewhere in this agreement. 5. Inspection or functional testing of fire/life safety systems or components. 6. Cleaning of air registers, grilles, ducts, and fans. 7. The cost of repair parts, replacement parts, emergency calls and refrigerant. 8. Visual or physical inspection of building structural components or systems. 9. Labor costs other than that required under the ACCOCareTm agreement. ADDITIONAL CONDITIONS None Powered by TERMS AND CONDITIONS , e aneered sys ems MW TERMS: 1. The ACCOCareTM service shall commence on the date noted on the contract Either party mayterminate this agreement by giving the other party thirty (30) days prior written notice. 2. Failure to make payment when due, or impairment of owner's credit, shall relieve ACCO of the obligation of further performance of this agreement. 3. This agreement is subject to annual price escalation after the first year of service. PRICING: The annual price for this agreement will be Per ezIQC Sourcewell Pricing Schedule of Invoice and Activities to be Determined Upon Acceptance. GENERAL CONDITIONS: 1. After first inspection, if any unusual circumstances (i.e. number or type of units, fitter type/quantity, access problems, unforeseen obstacles, etc.) are uncovered that require contract pricing modifications, they will be brought to the attention of the Customer. 2. For the convenience of both Customer and ACCO Engineered Systems, Customer will permit ACCO Engineered Systems personnel the use of common building equipment, such as ladders, elevators, etc., together with free and timely access to necessary areas. 3. ACCO Engineered Systems will not be required to remove, replace or alter any part of the building structure in the performance of this agreement. 4. Both Customer and ACCO Engineered Systems agree that all work referred to in this agreement shall be performed during the regular working hours of 7:00 AM to 4:30 PM, Monday through Friday, excluding Holidays. 5. The Customer agrees to make prompt payments. Should a payment become thirty (30) days delinquent, this contract may become null and void at any time thereafter at the option of ACCO, and all moneys owed ACCO will become due upon demand. 6. To assure best performance the Customer should operate the system and all equipment properly and as per manufacturer's instructions. Expenses to ACCO caused by improper operation, negligence, misuse of the equipment, or by any cause beyond the control of ACCO, shall be paid by the Customer. 7. Operational efficiency will be assured if all necessary work is performed or equipment added by qualified ACCO Engineered Systems personnel. In the event of any alterations, additions, adjustments, or repairs by others (unless authorized by ACCO Engineered Systems) ACCO assumes no responsibility and has the option to terminate this agreement. Powered by �O� GENERAL CONDITIONS: (confinuafion ... IM sn�te� ed Y 8. This agreement covers the complete understanding between ACCO and Customer, and shall become a valid contract only when accepted and approved by authorized person for both parties. No verbal representations shall be binding on either party. 9. Any parts that are not available from normal sources in the judgment of ACCO, and which may impair proper operation, may only be repaired or replaced with customer consent. Powered by1:i9ef'oop" City of Seal Beach HVAC Maintenance & Repair Services LOCAL STAFFING LIST engineered systems Mechanical Services 818 / 730-5845 Cell 2201 Park Place Suite # 400 EI Segundo, CA 90245 Andy Lufkin will be the Senior Project Manager assigned to this account. Andy lives locally in Seal Beach and looks forward to helping ensure his City is operating as efficiently as possible. Andy has worked with ACCO Engineered Systems for almost 15 years. Oscar Villalobos will work on Andy's team. Both Andy and Oscar will be able to coordinate site visits with our in-house HVAC Service Team as well as prepare any bid proposals that may arise throughout the course of the contract. Forrest Brown is the HVAC Area Supervisor who oversees 10+ HVAC techs dedicated to Orange County. When Forrest receives a request from Andy or Oscar, we can mobilize a tech and have them onsite within 2-4 hours during normal working hours. COMPANY QUALIFICATIONS ACCO has one of the largest and most experienced service departments in the nation. We provide service and long-term maintenance agreements to over 7,600 accounts throughout the Western United States. Properly maintained mechanical and control systems conserve energy, increase productivity and satisfy the needs of owners, tenants and production managers. ACCO field service mechanics are trained signatory apprentices and journeymen dedicated solely to servicing HVAC mechanical systems, DDC Controls systems and water treatment applications. ACCO has one of the most modern fleets in the industry. We have over 300 truck -based mobile field mechanics who can respond on site in less than 4 hours, 24 hours a day, 7 days a week. ACCO reduces emergency repair costs by providing comprehensive maintenance solutions. This extends the life of the equipment, prevents catastrophic failures and ensures energy efficiency. ACCO's engineering team can handle any size and any type of project, from a small package system to a complex manufacturing facility. We have the experience and know how to ensure that your system will run efficiently and deliver the best possible results tailored to your needs. 1�Pa�= City of Seal Beach HVAC Maintenance & Repair Services UNDERSTANDING AND APPROACH QD engineered systems Mechanical Services 818 / 730-5845 Cell 2201 Park Place Suite # 400 EI Segundo, CA 90245 When ACCO Engineered Systems accepts a job, we accept all the responsibility that goes with it. An ACCO Project Manager supervises the project from the initial contact through conceptual studies, engineering design, energy studies, sales, and construction (including final start-up and balancing). The responsibility continues through final acceptance and the warranty period. For your project, an ACCO Project Manager will be your personal representative. This individual is your contact from the inception of your project through completion and on-going warranty. Your Project Manager's responsibility is to get your job completed on time and on budget. ACCO has locations throughout California. Depending on the location of each project and the type of project, an ACCO Engineered Systems Project Manager will be selected as the Project Manager for each specific project. ACCO pioneered this single source of responsibility to assure that we adhere strictly to all of the project requirements, quality demands and time schedules. We meet your deadlines. Keeping on schedule requires a large amount of up-to-date information. ACCO maintains a computerized database on all projects to allow project managers to have immediate access to up-to-date labor reports, equipment and materials status, and time and cost accounting. REFRENCES PROJECT NAME: Santa Ana Courthouse AHU retrofit AGENCY NAME: Superior Courts of Orange County OWNER CONTACT (NAME. PHONE. & EMAIQ: o Michael Robinson o (858) 226-7352 o Michael.Robinson@jud.ca.gov DESCRIPTION OF PROJECT: a. Objective: Remove and replace (21) Air Handling Units & install new automation system CONSTRUCTION VALUE & DURATION: a. Construction Value: $4,325,000.00 b. Project Dates: 04/2018 — 02/2019 PROJECT NAME: Larson Justice Center Central Plant Upgrade 21,P age City of Seal Beach HVAC Maintenance & Repair Services QDengineered systems Mechanical Services 818 / 730-5845 Cell 2201 Park Place Suite # 400 AGENCY NAME: Superior Courts of Riverside County EI Segundo, CA 90245 OWNER CONTACT (NAME, PHONE, & EMAIL): o Herbert Aceves 0 951-217-3444 o Herbert.Aceves@riverside.courts.ca.gov DESCRIPTION OF PROJECT: a. Objective: Remove & replace (2) chillers & (2) Cooling towers & upgraded building management systems sequence of operation with no downtime to the courthouse. New systems will greatly increase plant efficiency CONSTRUCTION VALUE & DURATION: a. Construction Value: $1,100,000.00 b. Project Dates: 01/2019 — 09/2019 PROJECT NAME: LACCD Chiller Overhaul JOC OWNER: Los Angles Community College District OWNER CONTACT (NAME, PHONE, & EMAIL): o Rus Miller o 213 891 2127 o MILLERJR@email.laccd.edu DESCRIPTION OF PROJECT: a. Objective: Overhaul the existing chillers at ELAC College CONSTRUCTION VALUE & DURATION: a. Construction Value: 400k b. Project Dates: 04/2020 — 04/2021 PROJECT NAME: OCSD Santiago Peak OWNER: Orange County Sheriffs Department OWNER CONTACT (NAME, PHONE, & EMAIL): o Steve Compton 0 714-581-3063 o scompton@ocsd.org DESCRIPTION OF PROJECT: b. Objective: Remove and replace (4) Package Units CONSTRUCTION VALUE & DURATION: c. Construction Value: 115k d. Project Dates: 06/2020 — 12/2020 PROJECT NAME: Cal State University Office of the Chancellor's HVAC Maintenance OWNER: Cal State University OWNER CONTACT (NAME, PHONE, & EMAIL): 3Page City of Seal Beach HVAC Maintenance & Repair Services o Tony Covarrubias 0 562-480-72002 o tcovarrubias(&calstate.edu DESCRIPTION OF PROJECT: c. Objective: HVAC Maintenance on all the mechanical equipment at the chancellor's office CONSTRUCTION VALUE & DURATION: e. Construction Value: 40k f. Project Dates: 06/2016 — 06/2020 (5 Years) SAMPLE PROPOSAL LETTER QD systems d Mechanical Services 818 / 730-5845 Cell 2201 Park Place Suite # 400 EI Segundo, CA 90245 Major Equipment replacements will be submitted utilizing the eGordian Cost Data software and will be reviewed with the Owner to ensure 100% accuracy and scope inclusion is correct. See attached sample from Seal Beach City Hall HVAC Replacement project completed utilizing the Sourcewell Cooperative Purchasing Agreement. See attached for sample proposal. EXCEPTIONS None Noted BUSINESS ENTITY ACCO is an employee owned California Corporation that was established in 1934. We are a mechanical contractor who specializes in HVAC. DIR & CONTRACTOR LICENCE # DIR: 1000000546 CA License #: 120696 (C-4, C-20, C-36, C-38, C-10, B, A) CONTRACT SIGNATORIES See attached 4 1 P a - e engineered � I systems CERTIFICATE OF CORPORATE RESOLUTION I, Robert M. Osier, Secretary of ACCO Engineered Systems, Inc., a California Corporation ("the Corporation") DO CERTIFY that the following is a true and complete copy of a resolution adopted by the Board of Directors of the Corporation on January 29, 2020, and thereafter modified by the Executive Committee pursuant to Board authorization, and that said resolution has not been rescinded, removed, amended, or modified in any respect and remains in full force and effect as of the date hereof. CONTRACT, BOND, AND OTHER AGREEMENTS SIGNING AUTHORITY RESOLUTION RESOLVED, that this Corporation does hereby authorize Charles Darway, Ronald Falasca, John Hansen, Jeffrey Marrs, John Petersen, Steven Tuttle, Kenneth Westphal, and Richard Yates in the ordinary course to sign contracts, bonds, and other agreements on behalf of the Corporation. Additionally, these individuals have the authority to authorize in writing, on a case-by-case basis, any of the individuals listed below to execute contracts, bonds, and other agreements in a higher amount than authorized below. RESOLVED, that this Corporation does hereby authorize Mark Dauw and Thomas Reynolds, and, with the written approval of Messrs. Dauw or Reynolds or any of the persons with unlimited authority identified immediately above, for a specific document Carlton Seyforth, in the ordinary course of business to sign contracts, bonds, and other agreements of $5,000,000 on behalf of the Corporation. RESOLVED, that this Corporation does hereby authorize David Anderson, Erik Dibble, Robert Felix, Kevin FitzGerald, Larry Jimenez, Gregg Holbrook, Mark Lanphere, Robert Osier, and Carlton Seyforth, in the ordinary course of business to sign contracts, bonds, and other agreements of $2,000,000 or less onbehalfof the Corporation. RESOLVED, that this Corporation does hereby authorize Tareq Barakzoy, Jonathan Bell, Wesley Coffey, Richard Ferreira, Charles Oberosler, David Osbum, Michael Potts, Leland Roberts, and Richard Wilson in the ordinary course of business to sign contracts and bonds of $1,000,000 or less on behalf of the Corporation. RESOLVED, that this Corporation does hereby authorize Bryan Cooper, Scott Ellis, Thomas Montgomery, Curtis Osborne, Hugh Palmer, and Christopher Way in the ordinary course of business to sign contracts and bondsof $500,000 or lesson behalfof the Corporation. RESOLVED, that this Corporation does hereby authorize Richard Adams, Arvin Dalnay, Brandon Ellis, Joseph Fitzgerald, Todd Ginn, Max Grek, Daniel Grumbles, Gregory Guizado, Ryan Leahy, Epifanio Ramirez, Patrick Rochon, Todd Ulma, and Richard Walker in the ordinary course of business to sign contracts of $250,000 or less on behalf of the Corporation. WITNESS THEREOF, the undersigned has set his hand and affixed the seal of this Corporation on this 16th day of July 2020. ►.°e uc M,. Niv Robert M. Osier, Corporate Secretary Page 1 of 1 Date: 6/18/2021 Work Order #: 092636.00 Title: Seal Beach - HVAC Preventative Maintenance Contractor: ACCO Engineered Systems Contractor Number: CA -REN -SCR -M01 -062718 -AES Job Order Value: $60,598.58 Proposal Name: Seal Beach - HVAC Preventative Maintenance Proposal Value: $60,598.58 Cato AS NEEDED HVAC MAINTENANCE REPAIR FUND tirwTowl $15,000.00 BOLSA CHICA WELL $757.35 ANNUAL $284.54 QUARTERLY $472.81 CITY HALL $4,391.97 ANNUAL $2,419.53 QUARTERLY $1,972.44 CITY YARD $3,156.33 ANNUAL $1,787.23 QUARTERLY $1,369.10 LIBRARY $3,443.23 ANNUAL $2,155.34 QUARTERLY $1,287.89 MARINA COMMUNITY CENTER $3,605.65 ANNUAL $2,195.94 QUARTERLY $1,409.71 NORTH SEAL BEACH COMMUNITY CENTER $1,749.93 ANNUAL $984.16 QUARTERLY $765.77 OLD CITY HALL $7,971.14 Contractor Price Proposal Summaries - Category 1 of 2 ANNUAL $4,345.34 QUARTERLY $3,625.80 POLICE PIER SUB -STATION $887.88 ANNUAL $415.07 QUARTERLY $472.81 POLICE STATION $15,561.46 ANNUAL $8,309.87 QUARTERLY $7,251.59 TENNIS CENTER $4,073.63 ANNUAL $1,660.29 QUARTERLY $2,413.34 Grand Total: $60,598.58 This work order proposal total represents the correct total for the proposal. Any discrepancy between line totals, sub -totals and the proposal total is due to rounding of the line totals and sub -totals. The Percent of NPP on this Proposal: 0.00 Contractor Price Proposal Summaries - Category 2 of 2 Contractor's Price Proposal - Detail Date: June 18, 2021 Re: IQC Master Contract #: CA -REN -SCR -M01 -062718-AES Work Order #: 092636.00 Owner PO #: Title: Seal Beach - HVAC Preventative Maintenance Contractor: ACCO Engineered Systems Proposal Value: $60,598.58 sect. Item Mod. UOM Description Line Total Labor Equip. Material (Excludes) 01 - General Requirements 1 01 22 16 00 0002 EA Reimbursable FeesReimbursable Fees will be paid to the contractor for eligible $15,000.00 costs. The base cost of the Reimbursable Fee is $1.00. Insert the appropriate quantity to adjust the base cost to the actual Reimbursable Fee (e.g. quantity of 125 = $125.00 Reimbursable Fee). If there are multiple Reimbursable Fees, list each one separately and add a comment in the "note" block to identify the Reimbursable Fee (e.g. sidewalk closure, road cut, various permits, extended warranty, expedited shipping costs, etc.). A copy of each receipt shall be submitted with the Price Proposal. Quantity Unit Price Factor Total Installation 15,000.00 x 1.00 x 1.0000 15,000.00 As Needed HVAC Repair Fund 2 01 22 20 00 0079 HR Manufacturer Technical AdvisorFor oversight of installation of special $5,221.20 manufactured equipment. Advisor to be requested by and cost to be approved by Owner only. Quantity Unit Price Factor Total Installation 40.00 x 100.00 x 1.3053 5,221.20 Local 250 Union In-house HVAC Building Service Engineer for annual HVAC Maintenance 3 01 22 20 00 0079 HR Manufacturer Technical AdvisorFor oversight of installation of special $2,610.60 manufactured equipment. Advisor to be requested by and cost to be approved by Owner only. Quantity Unit Price Factor Total Installation 20.00 x 100.00 x 1.3053 2,610.60 Local 250 Union In-house HVAC Building Service Engineer for quarterly HVAC Maintenance 4 01 22 20 00 0079 HR Manufacturer Technical AdvisorFor oversight of installation of special $1,566.36 manufactured equipment. Advisor to be requested by and cost to be approved by Owner only. Quantity Unit Price Factor Total Installation 12.00 x 100.00 x 1.3053 1,566.36 Local 250 Union In-house HVAC Building Service Engineer for annual HVAC Maintenance 5 01 22 20 00 0079 HR Manufacturer Technical AdvisorFor oversight of installation of special $391.59 manufactured equipment. Advisor to be requested by and cost to be approved by Owner only. Quantity Unit Price Factor Total Installation 3.00 x 100.00 x 1.3053 - 391.59 Local 250 Union In-house HVAC Building Service Engineer for quarterly HVAC Maintenance 6 01 22 20 00 0079 HR Manufacturer Technical AdvisorFor oversight of installation of special $391.59 manufactured equipment. Advisor to be requested by and cost to be approved by Owner only. Quantity Unit Price Factor Total Installation 3.00 x 100.00 x 1.3053 - 391.59 Local 250 Union In-house HVAC Building Service Engineer for quarterly HVAC Maintenance Contractor's Price Proposal - Detail Page 1 of 6 6/18/2021 Contractor's Price Proposal - Detail Continues.. Work Order Number: 092636.00 Work Order Title: Seal Beach - HVAC Preventative Maintenance 01 - General Reauirements 7 01 22 20 00 0079 HR Manufacturer Technical AdvisorFor oversight of installation of special $1,044.24 manufactured equipment. Advisor to be requested by and cost to be approved by Owner only. Quantity Unit Price Factor Total Installation 8.00 x 100.00 x 1.3053 1,044.24 Local 250 Union In-house HVAC Building Service Engineer for quarterly HVAC Maintenance 8 01 22 20 00 0079 HR Manufacturer Technical AdvisorFor oversight of installation of special $1,566.36 manufactured equipment. Advisor to be requested by and cost to be approved by Owner only. Quantity Unit Price Factor Total Installation 12.00 x 100.00 x 1.3053 1,566.36 Local 250 Union In-house HVAC Building Service Engineer for quarterly HVAC Maintenance 9 01 22 20 00 0079 HR Manufacturer Technical AdvisorFor oversight of installation of special $2,088.48 manufactured equipment. Advisor to be requested by and cost to be approved by Owner only. Quantity Unit Price Factor Total Installation 16.00 x 100.00 x 1.3053 2,088.48 Local 250 Union In-house HVAC Building Service Engineer for quarterly HVAC Maintenance 10 01 22 20 00 0079 HR Manufacturer Technical AdvisorFor oversight of installation of special $522.12 manufactured equipment. Advisor to be requested by and cost to be approved by Owner only. Quantity Unit Price Factor Total Installation 4.00 x 100.00 x 1.3053 522.12 Local 250 Union In-house HVAC Building Service Engineer for quarterly HVAC Maintenance 11 01 22 20 00 0079 HR Manufacturer Technical AdvisorFor oversight of installation of special $1,044.24 manufactured equipment. Advisor to be requested by and cost to be approved by Owner only. Quantity Unit Price Factor Total Installation 8.00 x 100.00 x 1.3053 1,044.24 Local 250 Union In-house HVAC Building Service Engineer for quarterly HVAC Maintenance 12 01 22 20 00 0079 HR Manufacturer Technical AdvisorFor oversight of installation of special $2,610.60 manufactured equipment. Advisor to be requested by and cost to be approved by Owner only. Quantity Unit Price Factor Total Installation 20.00 x 100.00 X 1.3053 2,610.60 Local 250 Union In-house HVAC Building Service Engineer for annual HVAC Maintenance 13 01 22 20 00 0079 HR Manufacturer Technical AdvisorFor oversight of installation of special $1,566.36 manufactured equipment. Advisor to be requested by and cost to be approved by Owner only. Quantity Unit Price Factor Total Installation 12.00 x 100.00 x 1.3053 1,566.36 Local 250 Union In-house HVAC Building Service Engineer for annual HVAC Maintenance 14 01 22 20 00 0079 HR Manufacturer Technical AdvisorFor oversight of installation of special $261.06 manufactured equipment. Advisor to be requested by and cost to be approved by Owner only. Quantity Unit Price Factor Total Installation 2.00 x 100.00 x 1.3053 - 261.06 Local 250 Union In-house HVAC Building Service Engineer for annual HVAC Maintenance Contractor's Price Proposal - Detail Page 2 of 6 6/18/2021 Contractor's Price Proposal - Detail Continues - Work Order Number: 092636.00 Work Order Title: Seal Beach - HVAC Preventative Maintenance 01 - General Reauirements 15 01 22 20 00 0079 HR Manufacturer Technical AdvisorFor oversight of installation of special $5,221.20 manufactured equipment. Advisor to be requested by and cost to be approved by Owner only. Quantity Unit Price Factor Total Installation 40.00 x 100.00 x 1.3053 5,221.20 Local 250 Union In-house HVAC Building Service Engineer for quarterly HVAC Maintenance 16 01 22 20 00 0079 HR Manufacturer Technical AdvisorFor oversight of installation of special $1,044.24 manufactured equipment. Advisor to be requested by and cost to be approved by Owner only. Quantity Unit Price Factor Total Installation 8.00 x 100.00 x 1.3053 - 1,044.24 Local 250 Union In-house HVAC Building Service Engineer for annual HVAC Maintenance 17 01 22 20 00 0079 HR Manufacturer Technical AdvisorFor oversight of installation of special $1,044.24 manufactured equipment. Advisor to be requested by and cost to be approved by Owner only. Quantity Unit Price Factor Total Installation 8.00 x 100.00 x 1.3053 - 1,044.24 Local 250 Union In-house HVAC Building Service Engineer for quarterly HVAC Maintenance 18 01 22 20 00 0079 HR Manufacturer Technical AdvisorFor oversight of installation of special $522.12 manufactured equipment. Advisor to be requested by and cost to be approved by Owner only. Quantity Unit Price Factor Total Installation 4.00 x 100.00 x 1.3053 522.12 Local 250 Union In-house HVAC Building Service Engineer for annual HVAC Maintenance 19 01 22 20 00 0079 HR Manufacturer Technical AdvisorFor oversight of installation of special $1,044.24 manufactured equipment. Advisor to be requested by and cost to be approved by Owner only. Quantity Unit Price Factor Total Installation 8.00 x 100.00 x 1.3053 1,044.24 Local 250 Union In-house HVAC Building Service Engineer for annual HVAC Maintenance 20 01 22 20 00 0079 HR Manufacturer Technical AdvisorFor oversight of installation of special $130.53 manufactured equipment. Advisor to be requested by and cost to be approved by Owner only. Quantity Unit Price Factor Total Installation 100 x 100.00 x 1.3053 - 130.53 Local 250 Union In-house HVAC Building Service Engineer for annual HVAC Maintenance 21 01 22 20 00 0079 HR Manufacturer Technical AdvisorFor oversight of installation of special $1,566.36 manufactured equipment. Advisor to be requested by and cost to be approved by Owner only. Quantity Unit Price Factor Total Installation 12.00 x 100.00 x 1.3053 1,566.36 Local 250 Union In-house HVAC Building Service Engineer for annual HVAC Maintenance Subtotal for 01 - General Requirements $46,457.73 23 - Heating, Ventilating, And Air -Conditioning (HVAC) 22 23 34 16 00 0148 EA Fan Belt, Replacement $634.70 Quantity Unit Price Factor Total Installation 5.00 x 97.25 x 1.3053 - 634.70 AC Unit & EF Belt Replacement - Annual Contractor's Price Proposal - Detail Page 3 of 6 6/16/2021 Contractor's Price Proposal - Detail Continues.. Work Order Number: 092636.00 Work Order Title: Seal Beach - HVAC Preventative Maintenance 23 - Heatina. Ventilating. And Air-Conditioninq (HVAC) 23 23 34 16 00 0148 EA Fan Belt, Replacement $507.76 Quantity Unit Price Factor Total Installation 4.00 x 97.25 x 1.3053 507.76 AC Unit Belt Replacement - Annual 24 23 34 16 00 0148 EA Fan Belt, Replacement $126.94 Quantity Unit Price Factor Total Installation 100 x 97.25 x 1.3053 = 126.94 AC Unit Belt Replacement - Annual 25 23 34 16 00 0148 EA Fan Belt, Replacement $1,396.34 Quantity Unit Price Factor Total Installation 1100 x 97.25 x 1.3053 - 1,396.34 AC Unit & EF Belt Replacement - Annual 26 23 34 16 00 0148 EA Fan Belt, Replacement $380.82 Quantity Unit Price Factor Total Installation 3.00 x 97.25 x 1.3053 = 380.82 AC Unit Belt Replacement - Annual 27 23 34 16 00 0148 EA Fan Belt, Replacement $507.76 Quantity Unit Price Factor Total Installation 4.00 x 97.25 x 1.3053 = 507.76 AC Unit & EF Belt Replacement - Annual 28 23 34 16 00 0148 EA Fan Belt, Replacement $717.81 Quantity Unit Price Factor Total Installation 4.00 x 97.25 x 1.3053 - 507.76 Demolition 4.00 x 40.23 x 1.3053 = 210.05 AC Unit Belt Replacement- Annual 29 23 34 16 00 0148 EA Fan Belt, Replacement $2,411.87 Quantity Unit Price Factor Total Installation 19.00 x 97.25 x 1.3053 = 2,411.87 AC Unit & EF Belt Replacement - Annual 30 23 34 16 00 0148 EA Fan Belt, Replacement $507.76 Quantity Unit Price Factor Total Installation 4.00 x 97.25 x 1.3053 = 507.76 AC Unit Belt Replacement - Annual 31 23 34 16 00 0148 EA Fan Belt, Replacement $126.94 Quantity Unit Price Factor Total Installation 100 x 97.25 x 1.3053 126.94 AC Unit Belt Replacement - Annual 32 23 41 13 00 0002 EA Throwaway Glass Or Paper Media Filter, Residential $406.08 Quantity Unit Price Factor Total Installation 30.00 x 10.37 x 1.3053 406.08 AC Unit Filter Change - Quarterly 33 23 41 13 00 0002 EA Throwaway Glass Or Paper Media Filter, Residential $243.65 Quantity Unit Price Factor Total Installation 18.00 x 10.37 x 1.3053 243.65 AC Unit Filter Change - Quarterly 34 23 41 13 00 0002 EA Throwaway Glass Or Paper Media Filter, Residential $365.47 Quantity Unit Price Factor Total Installation 27.00 x 10.37 x 1.3053 365.47 AC Unit Filter Change - Quarterly Contractor's Price Proposal - Detail Page 4 of 6 6/18/2021 Contractor's Price Proposal - Detail Continues.. Work Order Number: 092636.00 Work Order Title: Seal Beach - HVAC Preventative Maintenance 23 - Heatina. Ventilatina. And Air-Conditioninq (HVAC) 35 23 41 13 00 0002 EA Throwaway Glass Or Paper Media Filter, Residential $108.29 Quantity Unit Price Factor Total Installation 8.00 x 10.37 x 1.3053 108.29 AC Unit Filter Change - Annually 36 23 41 13 00 0002 EA Throwaway Glass Or Paper Media Filter, Residential $27.07 Quantity Unit Price Factor Total Installation 2.00 x 10.37 x 1.3053 27.07 AC Unit Filter Change - Annually 37 23 41 13 00 0002 EA Throwaway Glass Or Paper Media Filter, Residential $27.07 Quantity Unit Price Factor Total Installation 2.00 x 10.37 x 1.3053 27.07 AC Unit Filter Change - Annually 38 23 41 13 00 0002 EA Throwaway Glass Or Paper Media Filter, Residential $2,030.39 Quantity Unit Price Factor Total Installation 150.00 x 10.37 x 1.3053 2,030.39 AC Unit Filter Change - Quarterly 39 23 41 13 00 0002 EA Throwaway Glass Or Paper Media Filter, Residential $1,015.20 Quantity Unit Price Factor Total Installation 75.00 x 10.37 x 1.3053 1,015.20 AC Unit Filter Change - Quarterly 40 23 41 13 00 0002 EA Throwaway Glass Or Paper Media Filter, Residential $108.29 Quantity Unit Price Factor Total Installation 8.00 x 10.37 x 1.3053 - 108.29 AC Unit Filter Change - Annually 41 23 41 13 00 0002 EA Throwaway Glass Or Paper Media Filter, Residential $338.40 Quantity Unit Price Factor Total Installation 25.00 x 10.37 x 1.3053 - 338.40 AC Unit Filter Change - Annually 42 23 41 13 00 0002 EA Throwaway Glass Or Paper Media Filter, Residential $243.65 Quantity Unit Price Factor Total Installation 18.00 x 10.37 x 1.3053 - 243.65 AC Unit Filter Change - Quarterly 43 23 41 13 00 0002 EA Throwaway Glass Or Paper Media Filter, Residential $121,82 Quantity Unit Price Factor Total Installation 9.00 x 10.37 x 1.3053 - 121.82 AC Unit Filter Change - Annually 44 23 41 13 00 0002 EA Throwaway Glass Or Paper Media Filter, Residential $135.36 Quantity Unit Price Factor Total Installation 10.00 x 10.37 x 1.3053 135.36 AC Unit Filter Change - Annually 45 23 41 13 00 0002 EA Throwaway Glass Or Paper Media Filter, Residential $81.22 Quantity Unit Price Factor Total Installation 6.00 x 10.37 x 1.3053 - 81.22 AC Unit Filter Change - Annually 46 23 41 13 00 0002 EA Throwaway Glass Or Paper Media Filter, Residential $81.44 Quantity Unit Price Factor Total Installation 6.00 x 10.37 x 1.3053 81.22 AC Unit Filter Change - Quarterly Contractor's Price Proposal - Detail Page 5 of 6 6/18/2021 Contractor's Price Proposal - Detail Continues.. Work Order Number: 092636.00 Work Order Title: Seal Beach - HVAC Preventative Maintenance 23 - Heating, Ventilating, And Air -Conditioning (HVAC) 47 23 41 13 00 0002 EA Throwaway Glass Or Paper Media Filter, Residential $324.86 Quantity Unit Price Factor Total Installation 24.00 x 10.37 x 1.3053 324.86 AC Unit Filter Change - Quarterly 48 23 41 13 00 0002 EA Throwaway Glass Or Paper Media Filter, Residential $324.86 Quantity Unit Price Factor Total Installation 24.00 x 10.37 x 1.3053 - 324.86 AC Unit Filter Change - Quarterly 49 23 41 13 00 0002 EA Throwaway Glass Or Paper Media Filter, Residential $81.22 Quantity Unit Price Factor Total Installation 6.00 x 10.37 x 1.3053 81.22 AC Unit Filter Change - Quarterly 50 23 41 13 00 0002 EA Throwaway Glass Or Paper Media Filter, Residential $676.80 Quantity Unit Price Factor Total Installation 50.00 x 10.37 x 1.3053 676.80 AC Unit Filter Change - Annually 51 23 41 13 00 0002 EA Throwaway Glass Or Paper Media Filter, Residential $81.22 Quantity Unit Price Factor Total Installation 6.00 x 10.37 x 1.3053 81.22 AC Unit Filter Change - Annually Subtotal for 23 - Heating, Ventilating, And Air -Conditioning (HVAC) $14,140.85 Proposal Total $60,598.58 This total represents the correct total for the proposal. Any discrepancy between line totals, sub -totals and the proposal total is due to rounding. Contractor's Price Proposal - Detail Page 6 of 6 6/18/2021 EXHIBIT B Sourcewell Indefinite Quantity Construction Agreement DocuSign Envelope ID: C01A3D71-D6A8-4614-6C80-9C0CCE4BF119 Sou rcewell ►� Formerly VJPA INDEFINITE QUANTITY CONSTRUCTION AGREEMENT 1 F B NUMBER: CA -REN -SCR -M-01-062718 GEOGRAPHIC AREA: Region 1—Southern Coastal Region, California This Agreement dated July 10, 2018 , by and between Sourcewell (Formerly NJPA) and ACCO Engineered Systems at the following address, 6265 San Fernando Rd., Glendale, CA 91201 hereinafter referred to as the CONTRACTOR. WITNESSETH: Sourcewell and CONTRACTOR for the consideration hereafter agree as follows: ARTICLE 1. CONTRACT DOCUMENTS A. Contract Documents: This Agreement; the IFB Documents; (Book 1 - Project Information, Instructions to Bidders and Execution Documents; Book 2 - IQCC Standard Terms and Conditions and General Conditions; Book 3 - Construction Task Catalog (CTC), Book 4 - Technical Specifications) and Addenda thereto, all payment and performance bonds (if any), material and workmanship bonds (if any); wage rate decisions and certified payroll records (if any); Notice of Award; all modifications issued thereto, including Supplemental Purchase Orders/Change Orders and written interpretations and all Purchase Orders and accompanying documents (Requests for Proposals, Detailed Scopes of Work, Purchase Order Proposals, etc.) issued hereunder. B. The terms and conditions of a Purchase Order issued by a Sourcewell Member in connection with any Project, including supplemental technical specifications referenced therein, shall govern. C. The Contractor shall, within two (2) business days of receipt of a Purchase Order from a Sourcewell Member, provide notification to Sourcewell or their designated representative of each Purchase Order by forwarding a copy of the Purchase Order via email to PO@EZIQC.com or via facsimile to (864) 233- 9100. D. The Contractor shall, within two (2) business days of sending an Invoice to a Sourcewell Member, provide notification to Sourcewell or their designated representative of each Invoice by forwarding a copy of the Invoice via email to Invoice@EZIQC.com or via facsimile to (864) 233-9100. ARTICLE 2. SCOPE OF WORK A. The Contractor shall provide the services required to develop each Purchase Order in accordance with the procedures for developing Purchase Orders set forth in the IQCC Standard Terms and Conditions and the Contract Documents. B. Each Purchase Order developed in accordance with this Agreement will be issued by an individual Sourcewell Member. The Purchase Order will require the Contractor to perform the Detailed Scope of Work within the Purchase Order Completion Time for the Purchase Order Price. C. It is anticipated that the Contractor will perform Work primarily in the Geographic Area set forth above. However, the parties may agree that the Contractor can perform Work in a different Geographic Area at its current Adjustment Factors. 202 12th Street NE I P.O. Box 219 1 Staples, MN 56479 888-894-1930 1 ' !I 1 ; _, DocuSign Envelope ID: C01A3D71-D6AB-4614-8C80-9COCCE4BF119 Sou rcewel I a' Formerly VJPA ARTICLE 3. THE AGREEMENT PRICE A. This Agreement is an indefinite -quantity contract for construction work and services. The Estimated Annual Value of this Agreement is $2,000,000. This is only an estimate and may increase or decrease at the discretion of Sourcewell. The Contractor shall perform any or all Tasks in the Construction Task Catalog for the Unit Price appearing therein multiplied by the following Adjustment Factors: TO BE ENTERED BY SOURCEWELL: Normal Working Hours Prevailing Wage: Work performed from 7:00am until 4:00pm Monday to Friday, except holidays. Contractor shall perform Tasks during Normal Working Hours for the Unit Price set forth in the CTC multiplied by the Adjustment Factor of: 1.2492 (Specify to four (4) decimal places) b. Other Than Normal Working Hours Prevailing Wage: Work performed from 4:00pm to 7:00am Monday to Friday, and any time Saturday, Sunday and Holidays. Contractor shall perform Tasks during Other Than Normal Working Hours for the Unit Price set forth in the CTC multiplied by the Adjustment Factor of: 1.3573 (Specify to four (4) decimal places) C. Normal Working Hours Non Prevailing Wage: Work performed from 7:00am until 4:00pm Monday to Friday, except holidays. Contractor shall perform Tasks during Normal Working Hours for the Unit Price set forth in the CTC multiplied by the Adjustment Factor of: 0.8708 (Specify to four (4) decimal places) d. Other Than Normal Working Hours Non Prevailing Wage: Work performed from 4:00pm to 7:00am Monday to Friday, and any time Saturday, Sunday and Holidays. Contractor shall perform Tasks during Other Than Normal Working Hours for the Unit Price set forth in the CTC multiplied by the Adjustment Factor of: 0.8816 (Specify to four (4) decimal places) e. Non Pre -priced Adjustment Factor: To be applied to Work deemed not to be included in the CTC but within the general scope of the work: 1.2972 (Specify to four (4) decimal places) 202 12th Street NE I P.O. Box 219 1 Staples, MN 56479 888.894.1930 1 , ., ,0 „. DocuSign Envelope ID: C01A3D71-DBA8-4614-8080-9COCCE4BF119 `fie Sourcewell'A' Formerly VJPA ARTICLE 4. TERM OF THE AGREEMENT A. This Agreement has an initial term of one (1) year and a bilateral option provision for three (3) additional terms. The total term of the Agreement cannot exceed four (4) years. One additional one-year renewal - extension may be offered by Sourcewell to Contractor beyond the original three-year term if Sourcewell deems such action to be in the best interests of Sourcewell and its Members. The Contractor may withdraw from the Agreement on each anniversary of the award, provided that the Contractor gives 60 Days written notice of its intent to withdraw. Sourcewell may, for any reason, terminate this Agreement at any time. B. All Purchase Orders issued during a term of this Agreement shall be valid and in effect notwithstanding that the Detailed Scope of Work may be performed, payments may be made, and the guarantee period may continue, after such term has expired. All terms and conditions of the Agreement apply to each Purchase Order. ARTICLES. SOFTWARE LICENSING A. Sourcewell selected The Gordian Group's (Gordian) software, data and services (IQCC System) for their IQCC program. The system includes Gordian's proprietary ezlQC, eGordian and Bid Safe IQCC applications (IQCC Applications) and construction cost data (Construction Task Catalog), which shall be used by the Contractor to prepare and submit Price Proposals, subcontractor lists, and other requirements specified by Sourcewell and Sourcewell Members. The Contractor's use, in whole or in part, of Gordian's IQCC Applications and Construction Task Catalog and other proprietary materials provided by Gordian for any purpose other than to execute work under this Agreement for Sourcewell and Sourcewell Members is strictly prohibited unless otherwise stated in writing by Gordian. The Contractor hereby agrees to abide by the terms of the following IQCC System License: ARTICLE 6. IQCC SYSTEM LICENSE A. Gordian hereby grants to the Contractor, and the Contractor hereby accepts from Gordian for the term of this Agreement or Gordian's contract with Sourcewell, whichever is shorter, a non-exclusive right, privilege, and license to Gordian's proprietary IQCC System and related proprietary materials (collectively referred to as "Proprietary Information") to be used for the sole purpose of executing Contractor's responsibilities to Sourcewell and Sourcewell Members under this Agreement ("Limited Purpose"). The Contractor hereby agrees that Proprietary Information shall include, but is not limited to, Gordian's IQCC Applications and support documentation, Construction Task Catalog, training materials, marketing materials and any other proprietary materials provided to Contractor by Gordian. In the event this Agreement expires or terminates as provided herein, or the Gordian's contract with Sourcewell expires or terminates, this IQCC System License shall terminate and the Contractor shall return all Proprietary Information in its possession to Gordian. B. Contractor acknowledges that Gordian shall retain exclusive ownership of all proprietary rights to the Proprietary Information, including all U.S. and international intellectual property and other rights such as patents, trademarks, copyrights and trade secrets. Contractor shall have no right or interest in any portion of the Proprietary Information except the right to use the Proprietary Information for the Limited Purpose set forth herein. Except in furtherance of the 202 12th Street NE I P.O. Box 219 1 Staples, MN 56479 888-894-1930 1 r -H rii--,, DocuSign Envelope ID: C01A3D71-D6A8-4614-6C80-9C0CCE4BF119 Sourcewell! Formerly VJPA Limited Purpose, Contractor shall not distribute, disclose, copy, reproduce, display, publish, transmit, assign, sublicense, transfer, provide access to, use or sell, directly or indirectly (including in electronic form), any portion of the Proprietary Information. C. Contractor acknowledges and agrees to respect the copyrights, trademarks, trade secrets, and other proprietary rights of Gordian in the Proprietary Information during and after the term of this Agreement, and shall at all times maintain complete confidentiality with regard to the Proprietary Information provided to Contractor, subject to federal, state and local laws related to public disclosure. Contractor further acknowledges that a breach of any of the terms of this Agreement by Contractor will result in irreparable harm to Gordian for which monetary damages would be an inadequate remedy, and Gordian shall be entitled to injunctive relief (without the necessity of posting a bond) as well as all other monetary remedies available at law or in equity. In the event that it becomes necessary for either party to this IQCC System License to enforce the provisions of this Agreement or to obtain redress for the breach or violation of any of its provisions, whether by litigation, arbitration or other proceedings, the prevailing party shall be entitled to recover from the other party all costs and expenses associated with such proceedings, including reasonable attorney's fees. D. In the event of a conflict in terms and conditions between this IQCC System License and any other terms and conditions of this Agreement or any Purchase Order, Order or similar purchasing document (Purchase Order) issued by Sourcewell or a Sourcewell Member, this IQCC System License shall take precedence. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. By: Sourcewell ;Doocuftned by: I.'� y�- Jv, an �IMN�u" f Authorized Signature Jeremy Schwartz, Director of Operations & Procurement/CPO Print Name Contractor—ACCO Engineered Systems DocuSigned by: ,JJ� JJu�i,ds. Authorized Signature Grecs Guizado, Regional Manager Print Name Contract Number: CA -REN -SCR -M -01 -062718 -AES (assigned by Sourcewell) 202 12th Street NE I P.O. Box 219 1 Staples, MN 56479 888-894-1930 ,u EXHIBIT C TERMS FOR COMPLIANCE WITH CALIFORNIA LABOR LAW REQUIREMENTS 1. This Agreement calls for services that, in whole or in part, constitute "public works" as defined in Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code ("Chapter 1"). Further, Contractor acknowledges that this Agreement is subject to (a) Chapter 1 and (b) the rules and regulations established by the Department of Industrial Relations ("DIR") implementing such statutes. Therefore, as to those Services that are "public works", Contractor shall comply with and be bound by all the terms, rules and regulations described in 1(a) and 1(b) as though set forth in full herein. 2. California law requires the inclusion of specific Labor Code provisions in certain contracts. The inclusion of such specific provisions below, whether or not required by California law, does not alter the meaning or scope of Section 1 above. 3. Contractor shall be registered with the Department of Industrial Relations in accordance with California Labor Code Section 1725.5, and has provided proof of registration to City prior to the Effective Date of this Agreement. Contractor shall not perform work with any subcontractor that is not registered with DIR pursuant to Section 1725.5. Contractor and subcontractors shall maintain their registration with the DIR in effect throughout the duration of this Agreement. If Contractor or any subcontractor ceases to be registered with DIR at any time during the duration of the project, Contractor shall immediately notify City. 4. Pursuant to Labor Code Section 1771.4, Contractor's Services are subject to compliance monitoring and enforcement by DIR. Contractor shall post job site notices, as prescribed by DIR regulations. 5. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages for each craft, classification, or type of worker needed to perform the Agreement are on file at City Hall and will be made available to any interested party on request. Contractor acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and Contractor shall post such rates at each job site covered by this Agreement. 6. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. Contractor shall, as a penalty to City, forfeit $200.00 for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Contractor or by any subcontractor. 7. Contractor shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Contractor and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform City of the location of the records. 8. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6 and 1777.7 and California Code of Regulations, Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Contractor shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Contractor shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within 60 days after concluding work pursuant to this Agreement, Contractor and each of its subcontractors shall submit to City a verified statement of the journeyman and apprentice hours performed under this Agreement. 9. Contractor shall not perform work with any Subcontractor that has been debarred or suspended pursuant to California Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. Contractor and subcontractors shall not be debarred or suspended throughout the duration of this Contract pursuant to Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. If Contractor or any subcontractor becomes debarred or suspended during the duration of the project, Contractor shall immediately notify City. 10. Contractor acknowledges that eight hours labor constitutes a legal day's work. Contractor shall comply with and be bound by Labor Code Section 1810. Contractor shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. Contractor shall, as a penalty to City, forfeit $25.00 for each worker employed in the performance of this Agreement by Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code Section 1815, work performed by employees of Contractor in excess of eight hours per day, and 40 hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of eight hours per day at not less than one and one-half times the basic rate of pay. 11. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Contractor hereby certifies as follows: "I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract." 12. For every subcontractor who will perform work on the project, Contractor shall be responsible for such subcontractor's compliance with Chapter 1 and Labor Code Sections 1860 and 3700, and Contractor shall include in the written contract between it and each subcontractor a copy of those statutory provisions and a requirement that each subcontractor shall comply with those statutory provisions. Contractor shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a periodic review of the certified payroll records of the subcontractor and upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Contractor shall diligently take corrective action to halt or rectify any failure. 13. To the maximum extent permitted by law, Contractor shall indemnify, hold harmless and defend (at Contractor's expense with counsel reasonably acceptable to City) City, its officials, officers, employees, agents and independent contractors serving in the role of City officials, and volunteers from and against any demand or claim for damages, compensation, fines, penalties or other amounts arising out of or incidental to any acts or omissions listed above by any person or entity (including Contractor, its subcontractors, and each of their officials, officers, employees and agents) in connection with any work undertaken or in connection with the Agreement, including without limitation the payment of all consequential damages, attorneys' fees, and other related costs and expenses. All duties of Contractor under this Section shall survive the expiration or termination of the Agreement. ACORO®DATE(MWDD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 09/17/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER REACT Aon Risk insurance Services west, Inc. Los Angeles CA Office PHONE (866) 283-7122 FAX (800) 363-0105 (A/C. No. Ext): A/C. No.): E-MAIL ADDRESS: 707 Wilshire Boulevard suite 2600 Los Angeles CA 90017-0460 USA PKG INSURER(S) AFFORDING COVERAGE NAIL M' INSURED INSURERA: Arch Insurance Company 11150 ACCO Engineered Systems, Inc. 888 East Walnut Street Pasadena CA 91101 USA INSURER B: Arch Indemnity Insurance Company 30830 INSURER C: National Fire & Marine Ins CO 20079 INSURER D: INSURER E: 5300, 000 PREMISES Ea occurrence INSURER F: GUVEHAUF_b GEHTIFICATE NUMBER: 510083921098 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested LTR TYPE OF INSURANCE INSO WVD POLICY NUMBER MWDD MMM/DD/ LIMITS X COMMERCIAL GENERAL LIABILITY PKG EACH OCCURRENCE $2,000,000 CLAIMS -MADE X❑ OCCUR 5300, 000 PREMISES Ea occurrence MED EXP (Any one person) S5,000 PERSONAL & ADV INJURY S2,000,000 L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE 54,000,000 POLICY X❑ E0.XJ LOC POTHER: PRODUCTS - COMP/OP AGG 54,000,000 A AUTOMOBILE LIABILITY Y Y 71PKG8949203 10/01/2020 10/01/2021 COMBINED SINGLE LIMB $2,000,000 Ea accident BODILY INJURY ( Per person) X ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIREDAUTOS NON -OWNED ONLY AUTOS ONLY BODILY INJURY (Per accident) PROPERTY DAMAGE Per accident C UMBRELLA LIAB X OCCUR 42XSF30305805 10/01/2020 10/01/2021 EACH OCCURRENCE $1,000,000 X EXCESS LIAB CLAIMS -MADE AGGREGATE 51, 000, 000 DED RETENTION A B WORKERS COMPENSATION AND LIABILITY Y/ N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED' N / A Y y 71WC1B949103 ADS 74wci8949003 101-0-17-020 10/01/2020 10/01/2021 10/01/2021 X PER STATUTE OTH- EREMPLOYERS' E.L. EACH ACCIDENT 51,000,000 E.L. DISEASE -EA EMPLOYEE $1,000,000 (Mandatory in NH) tt Yes, describe under DESCRIPTION OF OPERATIONS below CA, OR E.L. DISEASE -POLICY LIMIT 51, 000, 000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached K more space is required) (RE: Construction, All Operations.] [AI: The City of Seal Beach ("City'), its elected officials, officers, attorneys, agents, employees and volunteers] are included as Additional Insured with respect to the General Liability and Automobile Liability Policies; granted a Waiver of Subrogation for General Liability, Automobile Liability and Workers' Compensation Policies; and General Liability and Automobile Liability Policies evidenced herein are Primary and Non -Contributory to other insurance available as required by written contract but limited to the operations of the insured under the said contract. Excess Liability is Follow Form. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Seal Beach AUTHORIZED REPRESENTATIVE City Hall 211 8th Street I� , `s�=� ' Seal Beach CA 90740 USA t (y0/ e(/y /v�JJ/^JL 01988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 71 PKG8949203 COMMERCIAL GENERAL LIABILITY CG 2010 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) OrOrganization(s) Location(s) Of Covered Operations All parties where required by a written contract Where required by written contract Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section 11 — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. 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 insurance 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. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "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 or 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. CG 20 10 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 2 C. 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 is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 10 0413 © Insurance Services Office, Inc., 2012 Page 2 of 2 POLICY NUMBER: 71 PKG8949203 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: Any person or organization where waiver of our right to recover is permitted by law and is required by written contract provided such contract was executed prior to the loss Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV — Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products -completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 © Insurance Services Office, Inc., 2008 Page 1 of 1 POLICY NUMBER: 71 PKG8949203 COMMERCIAL AUTO CA 04441013 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: ACCO ENGINEERED SYSTEMS, INC. Endorsement Effective Date: October 1, 2020 SCHEDULE Name(s) Of Person(s) Or Organization(s): Any person or organization where waiver of our right to recover is permitted by law and is required by written contract provided such contract was executed prior to the loss Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the 'loss" under a contract with that person or organization. CA 04 4410 13 © Insurance Services Office, Inc., 2011 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - BLANKET This endorsement modifies insurance provided under the following AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM Under Covered Autos Liability Coverage, the Who is An Insured provision is amended to include as an "insured" the person or organization who is required under a written contract to be included as an "insured" under this policy, but only with respect to their legal liability for your acts or omissions or the act or omissions of a person for whom Covered Autos Liability Coverage is afforded under this policy. All other terms and conditions of this policy remain unchanged Endorsement Number: Policy Number: 71PKG8949203 Named Insured: ACCO ENGINEERED SYSTEMS, INC This endorsement is effective on the inception date of this Policy unless otherwise stated herein: Endorsement Effective Date: 10 - 01- 2 0 00 CA0115 00 10 13 Page 1 of 1 POLICY NUMBER: 71 PKG8949203 COMMERCIAL GENERAL LIABILITY CG 20 0104 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance (2) You have agreed in writing in a contract or Condition and supersedes any provision to the agreement that this insurance would be contrary: primary and would not seek contribution Primary And Noncontributory Insurance from any other insurance available to the This insurance is primary to and will not seek additional insured. contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and CG2001 0413 C Insurance Services Office, Inc., 2012 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION — CERTIFICATE HOLDERS (SPECIFIED DAYS) The person(s) or organization(s) listed or described in the Schedule below have requested that they receive written notice of cancellation when this policy is cancelled by us. We will mail or deliver to the Person(s) or Organization(s) listed or described in the Schedule a copy of the written notice o cancellation that we sent to you. If possible, such copies of the notice will be mailed at least 60 days except for cancellation for non-payment of premium which will be mailed 10 days, prior to the effective date of the cancellation, to the address or addresses of certificate holders as provided by your broker o agent. Schedule Person(s) or Organization(s) including mailing address: All certificate holders where written notice of the cancellation of this policy is required by written contract, permit or agreement with the Named Insured and whose names and addresses will be provided by the broker or agent listed in the Declarations Page of this policy for the purposes of complying with such request This notification of cancellation of the policy is intended as a courtesy only. Our failure to provide such notification to the person(s) or organization(s) shown in the Schedule will not extend any policy cancellation date nor impact or negate any cancellation of the policy. This endorsement does not entitle the person(s) or organization(s) listed or described in the Schedule above to any benefit, rights or protection under this policy. Any provision of this endorsement that is in conflict with a statute or rule is hereby amended to conform to that statute or rule. All other terms and conditions of this policy remain unchanged. Endorsement Number: Policy Number: 71PKG8949203 Named Insured: ACCO ENGINEERED SYSTEMS, INC This endorsement is effective on the inception date of this Policy unless otherwise stated herein: Endorsement Effective Date: 10 - 01- 2 0 00 ML0087 00 11 10 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION — CERTIFICATE HOLDERS (SPECIFIED DAYS) The person(s) or organization(s) listed or described in the Schedule below have requested that they receive written notice of cancellation when this policy is cancelled by us. We will mail or deliver to the Person(s) or Organization(s) listed or described in the Schedule a copy of the written notice o cancellation that we sent to you. If possible, such copies of the notice will be mailed at least 60 days except for cancellation for non-payment of premium which will be mailed 10 days, prior to the effective date of the cancellation, to the address or addresses of certificate holders as provided by your broker o agent. Schedule Person(s) or Organization(s) including mailing address: All certificate holders where written notice of the cancellation of this policy is required by written contract, permit or agreement with the Named Insured and whose names and addresses will be provided by the broker or agent listed in the Declarations Page of this policy for the purposes of complying with such request This notification of cancellation of the policy is intended as a courtesy only. Our failure to provide such notification to the person(s) or organization(s) shown in the Schedule will not extend any policy cancellation date nor impact or negate any cancellation of the policy. This endorsement does not entitle the person(s) or organization(s) listed or described in the Schedule above to any benefit, rights or protection under this policy. Any provision of this endorsement that is in conflict with a statute or rule is hereby amended to conform to that statute or rule. All other terms and conditions of this policy remain unchanged. Endorsement Number: Policy Number: 74WCI8949003 Named Insured: ACCO ENGINEERED SYSTEMS, INC This endorsement is effective on the inception date of this Policy unless otherwise stated herein: Endorsement Effective Date: 10 - 01- 2 0 00 ML0087 00 11 10 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION — CERTIFICATE HOLDERS (SPECIFIED DAYS) The person(s) or organization(s) listed or described in the Schedule below have requested that they receive written notice of cancellation when this policy is cancelled by us. We will mail or deliver to the Person(s) or Organization(s) listed or described in the Schedule a copy of the written notice c cancellation that we sent to you. If possible, such copies of the notice will be mailed at least 60 days except for cancellation for non-payment of premium which will be mailed 10 days, prior to the effective date of the cancellation, to the address or addresses of certificate holders as provided by your broker o agent. Schedule Person(s) or Organization(s) including mailing address: All certificate holders where written notice of the cancellation of this policy is required by written contract, permit or agreement with the Named Insured and whose names and addresses will be provided by the broker or agent listed in the Declarations Page of this policy for the purposes of complying with such request This notification of cancellation of the policy is intended as a courtesy only. Our failure to provide such notification to the person(s) or organization(s) shown in the Schedule will not extend any policy cancellation date nor impact or negate any cancellation of the policy. This endorsement does not entitle the person(s) or organization(s) listed or described in the Schedule above to any benefit, rights or protection under this policy. Any provision of this endorsement that is in conflict with a statute or rule is hereby amended to conform to that statute or rule. All other terms and conditions of this policy remain unchanged. Endorsement Number: Policy Number: 71wCI8949103 Named Insured: ACCO ENGINEERED SYSTEMS, INC This endorsement is effective on the inception date of this Policy unless otherwise stated herein: Endorsement Effective Date: 10 - 01- 2 0 00 ML0087 00 11 10 Page 1 of 1 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 04-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contractthat requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be INCL % of the California workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization Job Description ANY PERSON OR ORGANIZATION WHERE WAIVER OF OUR RIGHT TO RECOVER IS PERMITTED BY LAW AND IS REQUIRED BY WRITTEN CONTRACT PROVIDED SUCH CONTRACT WAS EXECUTED PRIOR TO DATE OF LOSS This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 10-01-2o Policy No. 74WCIB949003 Endorsement No. Insured ACCO ENGINEERED SYSTEMS, INC. Premium $ INCL. Insurance Company ARCH INDEMNITY INSURANCE COMPANY Countersigned By C 1998 by the Workers' Compensation Insurance Rating Bureau of California. All rights reserved. From the WCIRB's California Workers Compensation Insurance Forms Manual ©1999. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 0313 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule ANY PERSON OR ORGANIZATION WHERE WAIVER OF OUR RIGHT TO RECOVER IS PERMITTED BY LAW AND IS REQUIRED BY WRITTEN CONTRACT PROVIDED SUCH CONTRACT WAS EXECUTED PRIOR TO DATE OF LOSS. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective to -01-20 Policy No.71WCI8949103 Endorsement No. Insured ACCO ENGINEERED SYSTEMS, INC. Premium $ INCL. Insurance Company ARCH INSURANCE COMPANY Countersigned By WC 00 03 13 (Ed. 4-84) 01983 National Council on Compensation insurance. Berkshire Hathaway Specialty Insurance THIS POLICY MAY CONTAIN OCCURRENCE, CLAIMS MADE, OR CLAIMS MADE AND REPORTED COVERAGES. VARIOUS PROVISIONS IN THIS POLICY RESTRICT COVERAGE. READ THE ENTIRE POLICY CAREFULLY TO DETERMINE RIGHTS, DUTIES AND WHAT IS AND IS NOT COVERED. Throughout this policy the words "you" and "your" refer to the "named insured" shown in the Declarations and any other person or organization qualifying as a "named insured" under this policy. The words "we", "us" and "our" refer to the company providing this insurance. Words that appear in quotations in this policy have special meaning (see Section V - DEFINITIONS below). SECTION I -COVERAGES We will pay on behalf of the "insured" those sums in excess of the "retained limit" that the "insured" becomes legally obligated to pay as damages because of injury or damage to which this insurance applies. Except as otherwise provided herein or endorsed to this policy, the insurance in this policy will follow the coverages, terms, representations, warranties, definitions, exclusions, conditions and limitations of the "followed policy" as of inception of this policy (subject to Section IV.4. below). If any "underlying policy" includes any more restrictive coverage, terms, definitions, exclusions, conditions, or limitations, then this policy will follow the more restrictive provisions of any "underlying policy". The amount we pay is limited as described in Section III - LIMITS OF INSURANCE below. If any insurance provided by this policy would be in violation of any United States of America economic or trade sanctions, including, but not limited to, sanctions administered and enforced by the United States Treasury Department's Office of Foreign Assets Control ("OFAC"), then that insurance shall be null and void. SECTION II - RETENTION Our obligations in this policy shall only attach after the "retained limit" has in fact been exhausted by payment, in legal currency, of damages by or on behalf of the "underlying insurers". The risk of uncollectability with respect to any "underlying policy" or "underlying insurers" for any reason is expressly retained by the "insured", and is not insured under this policy or otherwise assumed by us. This policy will not recognize the reduction or exhaustion of the "retained limit" due to payments of amounts with respect to any occurrences, claims, losses, damages or suits that are not insured under this policy. If any "underlying policy" grants coverage subject to a sublimit of liability, this policy shall not afford such coverage, however this policy shall recognize any reduction or exhaustion of the "retained limit" by payments with respect to such coverage pursuant to that "underlying policy". SECTION III — LIMITS OF INSURANCE 1. The amount stated as the aggregate limit of insurance in Item 3.B. and, if applicable, 3.C., of the Declarations Page of this policy is the most we will pay for all damages insured under this policy. 2. Subject to 1. above, the limit stated in Item 3.A. of the Declarations Page of this policy is the most we will pay for all damages arising out of any one loss, occurrence, claim or event. 3. Defense costs and expenses shall operate in an identical manner to the "followed policy". Page 1 I FFP -XS -001-10/2014 Policy No. 42-XSF-303058-05 SECTION IV -CONDITIONS 1. Headings The words used in the headings of this policy are solely for convenience, and form no part of the terms and conditions of the insurance provided by this policy. 2. Assistance and Cooperation a. We shall have the same rights, privileges and protections afforded in the "followed policy". We shall also have the right, but not the obligation, to associate with the "insured" in the defense and settlement of any claim, suit or proceeding relative to an occurrence where a loss appears reasonably likely to involve us, in which event the "insured" shall co-operate with us in respect to the defense of such claim, suit or proceeding. b. Notwithstanding the foregoing, we will have the right and duty to defend any claim made or suit brought or proceeding instituted against an "insured" to which this policy applies if the applicable limits of "underlying policies" have been exhausted in accordance with Section I —COVERAGE. 3. Changes to "Followed Policy" a. We agree that we will follow: I) All changes made to the coverages, terms, representations, warranties, definitions, exclusions, conditions and limitations of the "followed policy" that do not broaden the scope of the insurance already provided; and ii) All additional "insured" and/or additional "named insured" changes subsequently endorsed on the "followed policy" that are not subject to an additional premium charge with respect to the "followed policy". b. Notwithstanding the foregoing, the following changes to the "followed policy" made after the inception date of this policy will not be binding on us unless we agree to them in writing: Q Any change that is subject to an additional premium charge; or ii) The inclusion of an additional coverage extension endorsement; or iii) Any other changes that broaden the scope of insurance already provided, except to the extent stated in 3.a.ii) above. 4. Maintenance of Underlying Insurance You agree and represent that during the policy period: a. You will keep the "underlying policies" in full force and effect; and b. Any renewals or replacements of the "underlying policies" will provide equivalent insurance to, and afford limits of insurance equal to or greater than, the policy being renewed or replaced. If you fail to comply with these requirements, we will be liable only to the same extent that we would have been liable had you fully complied with these requirements, and the insurance in this policy will only apply as if such insurance and limits of insurance of the "underlying policies" were in place. S. Required Notices to Us by the Insured As soon as practical, you shall give written notice to us of any: a. Occurrence, offense, claim or suit likely to involve this policy; and b. Change, cancellation or non -renewal of the "followed policy". Page 1 FFP -XS -001-10/2014 Policy No 42-XSF-303058-05 6. Unimpaired Underlying Limits of Insurance You warrant that the total limits as listed in the Schedule of Underlying Insurance shall be unimpaired as of the effective date of this policy. In the event such limits are impaired as of the effective date of this policy, this policy shall apply as if such limits of insurance were unimpaired. In the event of non -concurrent policy periods between this policy and any "underlying policies", only occurrences or claims that would be covered during the policy period of this policy shall be considered in determining the extent of any reduction or exhaustion of the underlying aggregate limits of insurance, and the insured shall retain liability for any resulting gap in insurance. 7. Singular and Plural Form of a Word If the singular or plural form of a word is used in this policy, such word shall also include the other form as required in the context of the sentence using such word, as appropriate, including the words contained in Section V- DEFINITIONS below (for example: "underlying policy" and "underlying policies"). 8. Service of Suit It is agreed that in the event of our failure to pay any amount claimed to be due hereunder, we, at the request of the Insured, will submit to jurisdiction of a court of competent jurisdiction within the United States. Nothing in this condition constitutes or should be understood to constitute a waiver of our rights to commence an action in any court of competent jurisdiction in the United States, to remove an action to a United States District Court or to seek a transfer of a case to another court as permitted by the laws of the United States or any state in the United States. It is further agreed that service of process may be made upon us as provided in the Declarations with respect to Service of Suit, and that in any suit instituted against us, upon this policy, we will abide by the final decision of such court or of an appellate court in the event of an appeal. Further, pursuant to any statute of any state, territory, or district of the United States which makes provision therefore, we hereby designate the Superintendent, Commissioner, Director of Insurance, or other officer specified for that purpose in the statute, or his or her successor or successors in office as our true and lawful attorney upon whom may be served any lawful process in any action, suit or proceeding instituted by or on behalf of the Insured or any beneficiary hereunder arising out of this contract of insurance, and hereby designate the Counsel listed in the Declarations with respect to Service of Suit as the person to whom the said officer is authorized to mail such process or a true copy thereof. SECTION V - DEFINITIONS The following Definitions apply to this policy: 1. "Followed policy" means the policy listed in Item 4. of the Declarations Page of this policy. 2. "Insured" means any person or organization that is an insured pursuant to the "followed policy". 3. "Named insured" means the person or entity listed in Item 1. of the Declarations Page of this policy. 4. "Retained limit" means the total applicable limits of all "underlying policies". S. "Underlying insurer" means any of the insurers that are listed in the schedule of underlying insurance of this policy. 6. "Underlying policy" means each policy listed in the Schedule of Underlying Insurance forming a part of this policy and any other applicable underlying insurance, including any self-insured retentions. Page 1 FFP -XS -001-10/2014 Policy No. 42-XSF-303058-05 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NON-CONTRIBUTING INSURANCE ENDORSEMENT DESIGNATED CONTRACT(S) This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM SCHEDULE Designated Contract(s): All parties where required by a written contract With respect to the contract(s) designated in the Schedule above, it is agreed that the following subparagraph e. is added to SECTION IV - BUSINESS AUTO CONDITIONS, Paragraph B. 5. and SECTION V — GARAGE CONDITIONS, Paragraph B. 5. S. Other Insurance e. With respect to SECTION II - LIABILITY COVERAGE, where you are specifically required by a written contract designated in the Schedule above to provide insurance that is primary and non-contributory, and the written contract designated in the Schedule above so requiring is executed by you before any "accident", this insurance will be primary and the other insurance will not contribute with this insurance, but only to the extent required by that written contract. All other terms and conditions of this Policy remain unchanged. Endorsement Number: Policy Number: 71PKG8949203 Named Insured: ACCO ENGINEERED SYSTEMS, INC This endorsement is effective on the inception date of this Policy unless otherwise stated herein: Endorsement Effective Date: 10 - 01- 2 0 00 CA0116 00 04 10 Page 1 of 1