HomeMy WebLinkAboutAGMT - PHPE Services & Amendment No 1 & Extension No 2 (On-Call Professional Automation and Implementation Services)August 31, 2023
PHPE Services
9738 Helena Avenue
Montclair, CA 91763
Attn: Julio Monterroso
SUBJECT: CITY OF SEAL BEACH - PHPE SERVICES, INC.
PROFESSIONAL SERVICES AGREEMENT EXTENSION NO.2
On -Call Professional Automation and Implementation Services
Dear Mr. Monterroso:
Pursuant to the Professional Services Agreement for On -Call Professional Automation and
Implementation Services, dated September 1, 2021, as amended by Amendment No.1 dated
January 25, 2023, by and between the City of Seal Beach (City) and PHPE Services, Inc. (PHPE),
the City is hereby notifying PHPE of its desire to exercise the second of two additional one (1)
year term extension per Section 2.3 Term for a total not -to -exceed amount of thirty-nine
thousand dollars and 00/100 ($39,000.00). The Agreement termination date is now revised
to midnight of September 1, 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, Director of Public
Works at (562) 431-2527 x1322 or ilee@sealbeachca.gov
Sincerely,
44�
�6
Patrick Gallegos
Acting City Manager
CC: Iris Lee, Director of Public Works
Gloria D. Harper, City Clerk
AMENDMENT NO. 1
PROFESSIONAL SERVICES AGREEMENT
for
On -Call Professional Automation
and Implementation Services
between
City of Seal Beach
211 - 8th Street
Seal Beach, CA 90740
N
PHPE Services
9738 Helena Avenue
Montclair, CA 91763
(909) 238-7537 '
This Amendment No. 1, dated January 25, 2023, amends that certain agreement
("Agreement") dated September 1, 2021, by and between Julio C. Monterroso dba PHPE
Services, a sole proprietorship, ("Consultant") and the City of Seal Beach ("City"), a California
charter city, (collectively, "the Parties").
1
INt6ik fs1%?
A. City and Consultant are parties to the Agreement pursuant to which Consultant
provides on-call professional automation and implementation services.
B. The Agreement provides for an initial contract term of One Year for the total not-to-
exceed
ot to -
exceed amount of $20,000 ("Original Term"), and further provides that the City may elect to
exercise an extension to renew the Agreement for one additional one-year term, contingent upon
satisfactory performance of Consultant.
C. City and Consultant wish to amend the Agreement, by this Amendment No. 1, to (i)
extend the Agreement for one additional one-year term; (ii) authorize Consultant to provide the
on-call Services and additional professional automation and implementation services ("Additional
Services") during such additional term; and (iii) increase Consultant's compensation for such
Additional Services by $19,000, for a revised total contract not -to -exceed amount of $39,000 for
all Services and the Additional Services for such additional term, 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 1.1 of 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. During the First Extension of this Agreement (as defined in Section
2.2, below) in addition to the Services as set forth in Exhibit A, Consultant shall
provide those additional services set forth in the attached Exhibit A-1 (Proposal
dated December 12, 2022). ("Additional Services"), attached and incorporated
herein by this reference. To the. extent there is any conflict between Exhibit A,
Exhibit A-1, Amendment No. 1 and this Agreement, this Agreement shall control."
Section 2. Section 2.0 (Term) of this Agreement is hereby amended in its entirety
to read as follows:
"2.0 Term
2.1. Original Term. This Agreement originally commenced as of the
Effective Date and continued for a term of One Year through and including
September 1, 2022 ("Original Term").
2.2. First Extension. This Agreement has been extended for one
additional year that commenced as of September 1, 2022 and shall continue
through and including September 1, 2023 ("First Extension"), unless sooner
terminated or extended as provided by this Agreement.
2.3. City, at its sole option, may elect to extend this Agreement, upon
the same terms and conditions, for up to one (1) additional term of one year
("Second Extension"), by providing written notice to Contractor at least one month
2
prior to the expiration of an existing term. If timely elected by the City, the Second
Extension shall have a term extending from September 1, 2023 through and
including September 1, 2024, unless sooner terminated or extended pursuant to
this Agreement. Any such 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."
Section 3. Section 3.0 (Consultant's Compensation) of the Agreement is hereby
amended in its entirety to read as follows:
"3.1. Original Term. City will pay Consultant in accordance with the
hourly rates shown on the fee schedule set forth in Exhibit A for the Services but
in no event will the City pay more than the total not -to -exceed amount of
$20,000.00 (Twenty Thousand and 00/100 dollars) for the Original Term.
3.2. First Extension. For the First Extension (as defined in Section 2.2,
above) City will pay Consultant in accordance with the hourly rates shown on the
fee schedule set forth 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 $39,000 (Thirty -Nine Thousand.antl4;:OQ/.100 dollars) for the First
Extension."
,q� J
1-,
3.3. In the event that City elects,,to_exteol
Section 2.3 of this Agreement for a See'ond Eztens
above), City will pay Consultant in accor&nce.with
fee schedule set forth in Exhibit A f&; Services; 'l
Services, but in no event will the City pay; mofE
amount of $39,000 (Thirty -Nine Thousand -and "0
Extension."
ae-Term in accordance with
i'(�ps defined in Section 2.2,
s�hourly rates shown on the
V Exhibit A-1 for Additional
ian the total not -to -exceed
00 dollars) for the Second
Section 4. Section 17.2.2 is hereby added to Section 17.0 (Insurance) of the
Agreement to read as follows:
"17.2.2. Workers' Compensation Insurance in the amount required by law;
and Employer's Liability Insurance with minimum limits no less than $1,000,000
per accident and in the aggregate for bodily injury or disease."
Section 5. All references to the term "Agreement' throughout Sections 1.0
through 35.0, inclusive, of the Agreement are hereby modified to include the Agreement
dated September 1, 2021, and this Amendment No. 1 dated January 25, 2023, as if all
those terms are fully set forth therein.
Section 6. Except as otherwise set forth in Sections 1 through 5, above, of this
Amendment No. 1, all references to the term "Services" throughout the Agreement are
hereby modified to include the Services (Exhibit A), and the Additional Services (Exhibit
A-1) as if all of those terms are fully set forth therein.
Section 7. 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
3
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 8. The persons executing this Amendment Na. 1 on behalf of Consultant
each warrant th t 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, Consultant is formally bound to
the provisions of this Amendment No. 1.
IN WITNESS WHEPECP, the parities hereto have caused this ; rnel-ldment No. i
to be executed and attested by their proper officers thereunto:
CITY OF SEAL BEACi 1
By:
ee,
Director of Public MOWL R to ;;
Attest:
By:
Q
Approved as to Form:`��(,� Q N1
By:
Craig A. Steele, City Attorney
F11
CONSULTANT: juiio C. iv onterroso dba
PHPE Services, a sole proprietorship
By:
Nam 3Z6 C Mon4er rosc,
Its: 0w")eV--
By:
Name:
Its:
(Please note, two signatures required for corporations
under Corp. Code 4313, unless corporate documents
authorize only tine Person to sign this Agreement on
behalf of the corporation.)
EXHIBIT A-1 FOR AMENDMENT NO. 1 -
CONSULTANT'S ADDITIONAL SERVICES
np�` PLC &HMI 2022-140
SERVICES P, RAMMING & ENGINEERING Seal Beach - Bolsa Chica SCADA
SERVICES Revision A
12/12/2022
City of Seal Beach
Darrick Escobedo
1776 Adolfo Lopez Drive
Seal Beach, California 90740
PHPE Services, is pleased to present this proposal to the City Seal Beach for HMI programming
and panel installation.
As always, PHPE Services looks forward to working with you on this and future projects.
PHPE Services will provide these services for a fee of $22,000.00
Thank you for the opportunity to provide this proposal.
If you have any questions, please do not hesitate to call at 909.238.7537.
Sincerely,
JuUo Monterrroso
PHPE Services
9738 Helena Ave, CA 91763 Phone 909.238.753.7 • Email juliom@phpe-services.com Page i' of 5
PHPE PLC &'M
2022-140
PROGRAMMING & ENGINEERING Seal Beach - Bolsa Chica SCADA
SERVICES 1, SERVICES Revision A
SYSTEM PROJECT DEFINITIONS
Services
PHPE Services will provide services to convert existing Balsa Chica C -More graphic screens to
existing Ignition SCADA system and provide additional services as follow.
Create electrical drawings to fabricate control panel to host Radio and Modbus
Gateway.
Fabricate UL listed control panel.
Furnish and install EMT conduit from Murphy panel to new panel.
Furnish and install EMT conduit with wires from existing 120V pane
board to new panel.
Exclusions
• PLC programming
• Documentation
Materials
• All Materials to construct Electrical Panel with exclusion of GE MDS ECR Radio.
Schedule
To be determine
Start -Up
To be determine
Reimbursable Expenses (If applicable)
• All time in excess of 40 hours per week to be billed at 1.0 times the hourly rate.
• All travel time will be billed at 1.0 times the hourly rate and $0.65 per mile.
• Hourly rate will apply for all additional work performed on the project.
• Hourly schedule is available upon request.
9738 Helena Ave, CA 91763 • Phone 909.238.7537 Email juliom@phpe=services.com Page of",
PHPE PLC &HMI 2022-140
�+ PROGR��MIIN.G & ENGINEERING Seal Beach - Bolsa Chica SCADA
SERVICE►? , SERVICES
Revision A
IMMOM
Terms of Sale:
• Please reference our proposal number 2022-140 on your purchase orders to PHPE Services.
• Price is guaranteed for 7 days, after this period pricing must be verified with representative of PHPE
Services. Additional costs may be incurred if project does not commence within 7 days of issuance of
purchase order, or if project schedule is extended or changed due to variables outside PHPE Services.
• 35% down payment, NET 0 days
• 65% Upon completion, NET 30 days.
• All quotes are subject to price change due to scope change, additions and vendor/market impacts beyond
our control.
• This proposal is subject to the terms and conditions detailed on the next 2 pages.
Acceptance
In order to proceed with this scope of work, please sign, date and return this proposal at your
earliest convenience. We look forward to working with you on this project.
Name: Title:
Signed:
P.O. # Date:
9738 Helena Ave, CA 91763 Phone 909.238.7537 -Email juliom@phpe-services.com Page -D, of
P�IP� PLC &HMI
SE D i�rCEs PROGRAMMING &ENGINEERING
llf l r SERVICES
Terms and Conditions
1. Parties to the Agreement. This agreement (the "Agreement")
is between PHPE Services ("PHPE"), and the entity from whom a
purchase order is issued following receipt of the attached
proposal or bid (hereinafter "Client"). By issuing a purchase order
for the goods and services quoted or bid by PHPE in the attached
proposal or bid, Client agrees to be bound by the terms of this
Agreement. PHPE's proposal or bid is made expressly conditional
on the acceptance of these terms and conditions. Terms in Client's
purchase order that are in addition to or not identical with the
terms of this Agreement will not become part of this Agreement.
PHPE and Client are collectively referred to in this Agreement as
the "Parties."
2. Goods and Services to be Provided. PHPE agrees to provide to
Client the goods and services required to perform the tasks set
forth in the attached proposal or bid. The end product
contemplated by the attached proposal shall be referred to herein
as the Product.
3. Standard of Care. The Client recognizes that the PHPE's
services require decisions, which are not based upon pure
science, but rather upon judgmental considerations, including the
economic feasibility of alternate designs. PHPE shall perform its'
services in accordance with generally accepted engineering
practices. Services are rendered without any other warranty,
expressed or implied and PHPE shall be responsible solely for its'
own negligence.
4. Time and Method of Payment. Client shall pay the price for
any goods and services within 30 days after receipt of invoice for
the goods and services. Expenses will be billed as incurred and
payable within fifteen (15) days of receipt of the expense report.
If payment is not made within the first 30 days of the date of
invoice, PHPE shall be entitled to charge interest at the maximum
legally accepted rate on the unpaid balance commencing on the
date of the invoice. Changes affecting the scope of work initiated
by the Clint or due to unforeseen project conditions will
necessitate modification of the compensation charged.
S. License to Client. Client is hereby granted a perpetual, non-
exclusive, non -transferable license to use the software being
produced pursuant to this Agreement upon full payment of the
price required herein, with no right to copy, sublicense, alter,
decompile or develop derivative works. Client expressly
acknowledges that PHPE will use its proprietary work product in
the process of developing the Product, and that it retains
ownership of such proprietary work product. PHPE may also
incorporate into the Product certain other proprietary software
programming.
6. Third Party Warranties. To the extent the third party
hardware and software components of the Product are subject to
2022-140
Seal Beach - Bolsa Chica SCADA
Revision A
warranties or licenses by their manufacturer(s) and/or authors,
Client shall be entitled to the warranty and/or registration cards
therefore, shall be considered the registered owner of the
components, and shall look exclusively to those warranties for
redress should the component malfunction or otherwise be
defective.
7. Indemnification and Hold Harmless. Client shall indemnify
PHPE and its employees, officers, directors, agents, and
distributors from and against any loss, cost, liability or expense
(including court costs and attorneys' fees incurred) arising out of
any claim by any third party alleging damages caused by Client's
acts and/or omissions in the performance of this Agreement or
the use of the Product by Client.
8. Remedies and Applicable Law. This Agreement shall be
governed by California law without application of its conflicts of
laws provisions. Any action commenced on this Agreement shall
be venued in San Bernardino County, California.
9. Failure to make payment. If the Client fails to make payment
when due to PHPE for services and expenses, PHPE may, upon
seven day's written notice to the Client, suspend performance of
services under this Agreement. Unless PHPE receives payment in
full within seven days of the date of the notice, the suspension
shall take effect without further notice. In the event of a
suspension of services, PHPE shall have no liability to the Client
for delay or damage caused to the Client because of such
suspension of services.
10. He -Use of Documents. All documents, including Drawings and
Specifications, prepared by the PHPE pursuant to this project are
instruments of service. They are not intended or represented to
be suitable for re -use by the Client or others on extensions of this
project or any other project. Any re -use without written
verification or adaptation by PHPE for the specific purposes
intended will be at the Client's sole risk and without liability to
PHPE, and the Client shall indemnify and hold harmless PHPE from
all claims, damages, losses and expenses, including attorney's
fees, arising out of or resulting there from. Any such verification
or adaptation will entitle PHPE to further compensation at rates
to be agreed upon by the Client and PHPE.
11. Limitation of Legal Liability. The Client agrees to limit PHPE's
liability to the Client, and to all construction Contractors and
Subcontractors on the project due to PHPE's negligent act, error,
or omissions such the total aggregate liability of PHPE to all those
named shall not exceed $1,500 of the PHPE's total fee for services
rendered on this project.
12. Modifications. This contract can be modified or rescinded
only by a writing signed by both of the Parties or their duly
authorized agents. Any terms and conditions contained on any
purchase order, invoice, bill of lading or other document
9738 Helena Ave, CA 91763 Phone 909.238.7537 Email juliom@phpe-services.com. Page ' of rr,
PHPE
PLC &HMI 2022-140
PR.OGR��IMIN.G & ENGINEERING Seal Beach - BoIsa Chica SCADA
SERVICES , SERVICES Revision A
generated by PHPE or Client which are In conflict with or in
addition to the terms and conditions of this Agreement shall be
null and void.
13. Cancellations and Changes. The obligation to provide further
services under this document may be terminated by either party
upon seven (7) days' written notice in the event of substantial
failure by the other party to perform In accordance with the terms
hereof through no fault of the terminating party. in the event of
any termination, PHPE shall be paid for all services rendered to
the date of termination, all reimbursable expenses and
termination expenses.
14. Successors and Assigns. The Client and PHPE each binds
himself and his partners, successors, executors, administrators,
assigns and legal representatives to the other party and to the
partners, successors, executors, administrators, assigns and legal
representatives of other such party in respect to all covenants,
agreements and obligations of this document.
Neither the Client nor PHPE shall assign, sublet or transfer any
rights under or interest in (including, but without limitations,
moneys that are or may become due) this document without the
written consent of the other, except to the extent that the effect
of this limitation may be restricted by law. Unless specifically
stated to the contrary in any written consent to an assignment, no
assignment will release or discharge the assignor from any duty or
responsibility under this document. Nothing contained in the
paragraph shall prevent PHPE from employing such independent
consultants, associates and subcontractors, as it may deem
appropriate to assist In the performance of services hereunder.
Nothing herein shall be construed to give any rights or benefits
hereunder to anyone other than the Client and PHPE.
15. Force Majeure: PHPE shall not be responsible for delays or
failures in performance resulting from acts or occurrences beyond
the reasonable control of PHPE, including, without limitation; fire,
explosion, power failure, acts of .God, war, revolution, civil
commotion, terrorism, or acts of public enemies, any law, order,
regulation, ordinance, or requirement of any government or legal
body or any representative of any such government or legal body,
or labor unrest, including without limitation, strikes, slowdowns,
picketing or boycotts. In such event, the party affected shall be
excused from such performance on a day -for -day basis to the
extent of such interference (and the other party shall likewise be
excused from performance of its obligations on a day -for -day
basis to the extent such party's obligations relate to the
performance so interfered with)
9738 Helena Ave, CA 91763 • Phone 909.238.7537Email juliom@phpe-services.com Page � of T,
�'►�� �® CERTIFICATE OF LIABILITY INSURANCE DATE(MII02/13/22023023YYI�
THIS CERTIFICATE IS ISSUED AS A MATTER OF INF RMATION 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
Hiscox Inc. d/b/a/ Hiscox Insurance Agency in CA
520 Madison Avenue
32nd Floor
CONTACT
NAME:
PHONN Ex (888) 202-3007 ac No):
E-MAIL
ADDRESS: contact@hiscox.com
INSURERS AFFORDING COVERAGE NAIC #
New York, New York 10022
01/24/2023
INSURERA: Hiscox Insurance Company Inc 10200
INSURED
INSURER B:
INSURER C
PHPE Services
9738 Helena Ave
PERSONAL BADVINJURY S 2,000,000
Montclair, CA 91763
INSURERD:
$ S/T Gen. Agg.
INSURER E :
INSURER F:
rnvoonnf=c f_FRTI9:7rATF NIIMRFR• REV151UN NUMI3EK:
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 BEAN REDUCED BY PAID CLAIMS.
INSR
LTR
TYPE OF INSURANCE
ADDL
SUBR
POLICYNUMBER
POLICY EFF
MMIDD
POLICY EXP
MMIDD
LIMBS
A
X COMMERCIAL GENERAL LIABILITY
CLAIMS-MADE� OCCUR
Y
P100.063.006.7
01/24/2023
01/24/2024
EACH OCCURRENCE S 2,000.000
PREMISES Eaocccu encs S 100,000
MED EXP (Any one person) $ 5,000
PERSONAL BADVINJURY S 2,000,000
GEN'L AGGREGATE LIMIT APPLIES PER:
POLICY JECT LOC
rd❑ PRO- F1PRODUCTS-COMP/OPAGG
OTHER:
GENERAL AGGREGATE S 2,000,000
$ S/T Gen. Agg.
AUTOMOBILE LIABILITY
ANY AUTO
ALL OWNEDSCHEDULED
AUTOS AUTOS
NON -OWNED
HIRED AUTOS AUTOS
EOa acadeDtSINGLE LIMIT S
BODILY INJURY (Per person) $
BODILY INJURY (Per accident) S
PROPERTYDAMAGE S
Per accident
S
UMBRELLA LIAB
EXCESS LIAB
HCLAIMS-MADE
OCCUR
EACH OCCURRENCE S
AGGREGATE $
DED I I RETENTION$
S
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY Y / N
ANYPROPRIETOR/PARTNER/EXECUTIVE F—]
OFFICERIMEMBEREXCLUDED7
(Mandatory In NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
NIA
STATUTE ERH
E.L. EACH ACCIDENT S
E.L. DISEASE - EA EMPLOYEE S
E.L. DISEASE -POLICY LIMIT $
DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
City of Seal Beach
211 Eighth Street
Seal Beach, California 90740
ACORD 25 (2016103)
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE /
1_
V l`J68-1eu IQ F1'.VICN a.vrwvrvwr IVIN.
The ACORD name and logo are registered marks of ACORD
Elizabeth Camarena
From: Julio Monterroso <juliom@phpe-services.com>
Sent: Wednesday, February 8, 2023 10:24 AM
To: Elizabeth Camarena
Subject: Re: Updated W9 Request
Importance: High
Hello bellow is capture of the insurance ID card.
MERCURY
A/
INSURANCE
POLICY NUMBER
0401-02-1003-45777
YEAWMAKE/MODEL
2014 TOYOTA PRIUS
NAMED INSURED
JULIO C MONTERROSO
9738 Helena Ave
Montclair CA 91763
CALIFORNIA, EVIDENCE OF INSURANCE ID CARD
MERCURY INSURANCE COMPANY
4484 Wilshire Boulevard Los Angeles 90010
AGENCY: AGAPE INSURANCE SERVICES 800-578-2227
EFFECTIVE ! EXPIRATION DATES
06/27/2022 06/27/2023
VEHICLE IDENTIFICATION NUMBER
JTDKN3DU7E0372175
TO REPORT A CLAIM, please call (800) 603-3724.
For access 10 ROADSIDE ASSISTANCE ONLY, please call (866) 519-6478.
NAIC9 27E
This insurance complies with CVC §'16056 or § 16500.5.
On 2/7/2023 5:09 PM, Elizabeth Camarena wrote:
Thank you so much, Julio! I was looking at the original contract and it shows the automobile liability as
well. It shows coverage through Mercury. Would you be able to send that as well?
Thank you.
Elizabeth Camarena, MPA
Executive Assistant
City of Seal Beach - 211 Eighth Street, Seal Beach, CA 90740
(562) 431-2527 Ext. 1319
I
From: Julio Monterroso <iuliom@phpe-services.com>
Sent: Thursday, February 2, 2023 9:50 AM
To: Elizabeth Camarena <ecamarena@sealbeachca.gov>
Subject: Re: Updated W9 Request
Hi Elizabeth,
Attached is the W9 and Insurance Accord.
Thank you.
On 2/2/2023 8:42 AM, Elizabeth Camarena wrote:
Ooops, one more thing. Can you also send me a copy of your updated insurance certs?
Thank you!
Elizabeth Camarena, MPA
Executive Assistant
City of Seal Beach - 211 Eighth Street, Seal Beach, CA 90740
(562) 431-2527 Ext. 1319
From: Elizabeth Camarena t
Sent: Thursday, February 2, 2023 8:42 AM
To: juliom@phpe-services.com
Subject: Updated W9 Request
Hi Julio,
My name is Liz, and I am processing the Amendment to the agreement with our city as
well as the Purchase Order. I have been asked by our Finance Department to submit an
updated W9 for the new PO. Would you be able to send me a copy of it?
Thank you.
Elizabeth Camarena, Executive Assistant
City of Seal Beach - 211 Eighth Street, Seal Beach, CA 90740
(562) 431-2527 Ext. 1319
"_C1i005E�C11T11"IT'Y'
Civility Principles:
1. Treat everyone courteously;
2. Listen to others respectfully;
3. Exercise self-control; -
4. Give open-minded consideration to all viewpoints;
5. Focus on the issues and avoid personalizing debate; and,
2
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VI iaa L..a • : i:> - • ..a _ '. a„ ' vr`vrawry , =fir rano: y
yaa a _ 1 �.: �.,.�":, i iia suranw, even if they have
oniv one empiayes, unless excluded under state law. It is yqu 7esponR ;ibility to rar-notly wftai k%8 -a tab.. if you do no', Xnmv
whether you are required to carry workers' compensation insurance, find out by contacting the California Department of
Industrial Relations ("DiR"). Information is also available on the DIR's viebsite at http:lfwww.dir.ca_uov_ If you are subject to the
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City. Alternatively, if you have a certificate of self lnsurance from the DIR, you t?liist file that certificate virith the Catty.
innr_'.11iifEFi1li 4�==R=Fd �1: .^t7 ^l Tt ^•?Is nsi ^; vcR.sivi�r v�i�'r "�1 i"•. _ �y r ns
_ e's.�e �i�a An �r_ _
Professional Automation and Implementation Services Amendment No. 1 Mated January 20 2023 —
NW- ure of work to be performers:
Business Name:
Business Contact Information:
knarri-Q, addrea3, telephone, ers3aili
`c�xda PTO,r�a�,�r,
�i 3f� keA,�� t��a o �r last ca t M -a cf o-
Business Trust Limited Liability Cornpzany -
ACKNOWLEDGEMENT
I am the authorized representative of the Business mentioned above. I warrant that the Business has no
employees other than Ule owners, ofllccrs, dircito�., partners, or other principals who have elected to be
exempt from workers` compensation coverage under California law, I further warrant that I understand the
requirements of Section 3700 et seg. of the California Labor Cade concerning providing workers,
compensation coverage for any employees of the Business,
I�!iritiGlS Th_ ltLrSinracm mn:nnr_ to C!,--,npiy With the code requirements and all other applicable ia%%s and regulations
~regarding workers' compensation, payroll taxes, FICA, and tax withholding, and similar employment issues.
The Business agrees to bold the City of Seal Beach harmless from any loss or liability, which may arise from
the Business's Wure to comply with any such laws or regulations.
` ''(itirfia) sholu-H the Isr.Is1 2ss or itS subcontractors hir crnpl:�yew to .perform the wort; referenced above, the
Business or its subcontractor(s) small obtain workers' compensation insurance and provide proof of the
coverage to the City of Seal Beach.
(initial) I understand that this form constitutes a declaration by the Business against Its financial interest, relative
"in any claims it should assert agaiinct tha Fite of Cpal R,ra.nch i!.
n�ljnr gEte Califnr: 3a :t:_^.:kers' G:'7`:}en5.iti^vn flr
labor laws and serves as an addendum to the agreement.
_�'t-LcThe Business will defend, indemnify, and hold harmless the City of Seal Beach from all claims and
liability, including workers' compensation claims and any liability that may be asserted or established by any
p_r-jiI lt- #!?rs avelzt tha RIl icinace Ftirnc nn1. �n',II?l rse n :_lettnn. of this TCiC1P -darn.
CI=R71FiCATION
I declare and certify under the penalty of perjury under the laws of the State of California that the foregoing information
provided in this Exemption Declaration is true and correct. Executed this 10 day of re -,6 2023, at
, vainvr+nc.
business: V A P r —'c-x�Lces
By: ZQ �e.+•r
Print NameM.tle: -f>�, z
WARNING: FAILURE TO SECURE WORKERS' COMPENSATION COVERAGE iS UNLAWFUL, AND SHALL SUBJECT AN EMPLOYER TO
CRIMINAL PENALTIES AND CIVIL FINES UP TO ONE 14UNDRED THOUSAND DOLLARS {$100,000}, IN ADDITION -r0 THr: COST OF
COMPENSATION, DAMAGES AS PROV0ED VOR W1 SECTION 3706 OF THE LABOR CODE, INTEREST, AND ATTORNEY'S FEES.
6. Embrace respectful disagreement and dissent as democratic rights,
inherent components of an inclusive public process, and tools for
forging sound decisions.
For Information about Seal Beach, please see our city
website: www.sealbeachca.gov
NOTICE: This communication may contain privileged or other
confidential information. If you are not the intended recipient of this
communication, or an employee or agent responsible for delivering this
communication to the intended recipient, please advise the sender by
reply email and immediately delete the message and any attachments
without copying or disclosing the contents. Thank you.
Julio C. Monterroso
Systems Engineer
909-238-7537
juliom@phpe-services.com
http://www.phpe-services.com
This e-mail message is intended only for the use of the individual or entity to which it is addressed, and may contain information that is privileged,
confidential and exempt from disclosure under applicable law. If the reader of this message is not the intended recipient, you are hereby notified that
any dissemination, distribution or copying of this communication is strictly prohibited. If you have received this communication in error, please notify the
sender immediately by telephone or return e-mail, delete the message from your computer system, and destroy any hard copies.
Julio C. Monterroso
Systems Engineer
909-238-7537
juliom@phpe-services.com
http://www.phpe-services.com
This e-mail message is intended only for the use of the individual or entity to which it is addressed, and may contain information that is privileged, confidential and exempt from
disclosure under applicable law. If the reader of this message is not the intended recipient, you are hereby notified that any dissemination, distribution or copying of this
communication is strictly prohibited. If you have received this communication in error, please notify the sender immediately by telephone or return e-mail, delete the message
from your computer system, and destroy any hard copies.
3
PROFESSIONAL SERVICES AGREEMENT
for
On -Call Professional Automation
and Implementation Services
between
City of Seal Beach
211 - 8th Street
Seal Beach, CA 90740
EA
PHPE Services
9738 Helena Avenue
Montclair, CA 91763
(909) 238-7537
This Professional Services Agreement ("the Agreement') is made as of September 1,
2021 (the "Effective Date"), by and between PHPE Services, a sole proprietorship,
("Consultant"), and the City of Seal Beach ("City"), a California charter city, (collectively,
"the Parties").
RECITALS
A. City desires certain on-call professional automation and implementation
services.
B. Pursuant to the authority provided by its City Charter and Seal Beach
Municipal Code § 3.20.025(C), City desires to retain Consultant as an
independent contractor to provide professional automation and implementation
services. _
C. Consultant represents that the principal members of its firm are
qualified professional control system integrators and are fully qualified to
perform the professional services contemplated by this Agreement by virtue of
its experience, and the training, education and expertise of its principals and
employees.
D. City desires to retain Consultant as an independent contractor and
Consultant desires to serve City to perform those services in accordance with
the terms and conditions of this Agreement.
NOW THEREFORE, in consideration of the Parties' performance of the
promises, covenants, and conditions stated herein, the Parties hereto agree
as follows.
AGREEMENT
1.0 Scope of Services
1.1. Strictly on an on-call basis, Consultant shall provide those services
(collectively "Services") in the Scope of Services attached hereto as Exhibit A
and incorporated herein by this reference. To the extent that there is any conflict
between Exhibit A and this Agreement, this Agreement shall control. Given the
on-call nature of this Agreement, Consultant acknowledges that there is no
guarantee that City shall request any Services hereunder.
1.2. Consultant shall perform all Services under this Agreement in
accordance with the standard of care generally exercised by like professionals
under similar circumstances and in a manner reasonably satisfactory to City.
1.3. In performing this Agreement, Consultant shall comply with all
applicable provisions of federal, state, and local law.
1.4. As a material inducement to City to enter into this Agreement,
Consultant hereby represents that it has the experience necessary to undertake
the Services to be provided. In light of such status and experience, Consultant
hereby covenants that it shall follow the customary professional standards in
performing all Services. The City relies upon the skill of Consultant, and
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Consultant's staff, if any, to do and perform the Services in a skillful, competent,
and professional manner, and Consultant and Consultant's staff, shall perform
the Services in such manner. Consultant shall, at all times, meet or exceed any
and all applicable professional standards of care. The acceptance of Consultant's
work by the City shall not operate as a release of Consultant from such standard
of care and workmanship.
1.5. Consultant will not be compensated for any work performed not
specified in the Scope of Services unless the City authorizes such work in
advance and in writing. The City Manager may authorize extra work to fund
unforeseen conditions up to the amount approved at the time of award by the
City Council. Payment for additional work in excess of this amount requires prior
City Council authorization.
2.0 Term
2.1. The term of this Agreement shall commence as of the Effective
Date and shall continue for a term of One Year ("Original Term") and shall expire
at midnight on September 1, 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 one (1) additional
terms of one year ("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 September 1, 2022 through
and including September 1, 2023, unless sooner terminated or extended
pursuant to this Agreement. Any extension shall not be effective except upon
execution of a written amendment to this Agreement signed by the City Manager
and Contractor's authorized representatives.
3.0 Consultant's Compensation
3.1. City will pay Consultant in accordance with the hourly rates shown
on the fee schedule set forth in Exhibit A for the Services but in no event will the
City pay more than the total not -to -exceed amount of $20,000.00 (Twenty
Thousand and 00/100 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 Consultant in
accordance with the hourly rates shown on the fee schedule set forth in Exhibit A
for Services but in no event will the City pay more than the total not -to -exceed
amount of $20,000.00 (Ten Thousand and 00/100 dollars) for the extension.
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4.0 Method of Payment
4.1. Consultant shall submit to City monthly invoices for all Services
rendered pursuant to this Agreement. Such invoices shall be submitted within 15
days of the end of the month during which the Services were rendered and shall
describe in detail the Services rendered during the period, the days worked,
number of hours worked, the hourly rates charged, and the Services performed
for each day in the period. City will pay Consultant within 30 days of receiving
Consultant's invoice. City will not withhold any applicable federal or state payroll
and other required taxes, or other authorized deductions from payments made to
Consultant.
4.2. Upon 24-hour notice from City, Consultant shall allow City or City's
agents or representatives to inspect at Consultant's offices during reasonable
business hours all records, invoices, time cards, cost control sheets and other
records maintained by Consultant in connection with this Agreement. City's rights
under this Section 4.2 shall survive for three (3) years following the termination of
this Agreement.
5.0 Termination
5.1. This Agreement may be terminated by City, without cause, or by
Consultant based on reasonable cause, upon giving the other party written notice
thereof not less than 30 days prior to the date of termination.
5.2. This Agreement may be terminated by City upon 10 days' notice to
Consultant if Consultant fails to provide satisfactory evidence of renewal or
replacement of comprehensive general liability insurance as required by this
Agreement at least 20 days before the expiration date of the previous policy.
6.0 Party Representatives
6.1. The City Manager is the City's representative for purposes of this
Agreement.
6.2. Julio Monterroso is the Consultant's primary representative for
purposes of this Agreement. Julio Monterroso shall be responsible during the
term of this Agreement for directing all activities of Consultant and devoting
sufficient time to personally supervise the Services hereunder. Consultant may
not change its representative without the prior written approval of City, which
approval shall not be unreasonably withheld.
7.0 Notices
7.1. All notices permitted or required under this Agreement shall be
deemed made when personally delivered or when mailed 48 hours after deposit
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in the United States Mail, first class postage prepaid and addressed to the party
at the following addresses:
To City: City of Seal Beach
211 -8th Street
Seal Beach, California 90740
Attn: City Manager
To Consultant: PHPE Services
9738 Helena Avenue
Montclair, CA 91763
Attn: Julio Monterroso
7.2. Actual notice shall be deemed adequate notice on the date actual
notice occurred, regardless of the method of service.
8.0 Permits and Licenses
Consultant and all of Consultant's employees and other personnel shall obtain
and maintain during the Agreement term all necessary licenses, permits and
certificates required by law for the provision of the Services under this
Agreement, including a business license as required by the Seal Beach
Municipal Code.
9.0 Independent Contractor
9.1. Consultant is an independent contractor and not an employee of
the City. All work or other Services provided pursuant to this Agreement shall be
performed by Consultant or by Consultant's employees or other personnel under
Consultant's supervision. Consultant will determine the means, methods, and
details by which Consultant's employees and other personnel will perform the
Services. Consultant shall be solely responsible for the satisfactory work
performance of all personnel engaged in performing the Services and
compliance with the customary professional standards.
9.2. All of Consultant's employees and other personnel performing any
of the Services under this Agreement on behalf of Consultant shall also not'be
employees of City and shall at all times be under Consultant's exclusive direction
and control. Consultant and Consultant's personnel shall not supervise any of
City's employees; and City's employees shall not supervise Consultant's
personnel. Consultant's personnel shall not wear or display any City uniform,
badge, identification number, or other information identifying such individual as
an employee of City; and Consultant's personnel shall not use any City e-mail
address or City telephone number in the performance of any of the Services
under this Agreement. Consultant shall acquire and maintain at its sole cost and
expense such vehicles, equipment and supplies as Consultant's personnel
require to perform any of the Services required by this Agreement. Consultant
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shall perform all Services off of City premises at locations of Consultant's choice,
except (1) as otherwise required for the performance of Services on City real
property, vehicles or equipment; (2) as otherwise may from time to time be
necessary in order for Consultant's personnel to receive projects from City,
review plans on file at City, pick up or deliver any work product related to
Consultant's performance of any Services under this Agreement, or (3) as may
be necessary to inspect or visit City locations and/or private property to perform
such Services. City may make a computer available to Consultant from time to
time for Consultant's personnel to obtain information about or to check on the
status of projects pertaining to the Services under this Agreement.
9.3. Consultant shall be responsible for and pay all wages, salaries,
benefits and other amounts due to Consultant's personnel in connection with
their performance of any Services under this Agreement and as required by law.
Consultant shall be responsible for all reports and obligations respecting such
additional personnel, including, but not limited to: Social Security taxes, other
retirement or pension benefits, income tax withholding, unemployment insurance,
disability insurance, and workers' compensation insurance. Notwithstanding any
other agency, State, or federal policy, rule, regulation, statute or ordinance to the
contrary, Consultant and any of its officers, employees, agents, and
subcontractors providing any of the Services under this Agreement shall not
become entitled to, and hereby waive any claims to, any wages, salaries,
compensation, benefit or any incident of employment by City, including but not
limited to, eligibility to enroll in, or reinstate to membership in, the California
Public Employees Retirement System ("PERS") as an employee of City, and
entitlement to any contribution to be paid by City for employer contributions or
employee contributions for PERS benefits.
9.4. Consultant shall indemnify and hold harmless City and its elected
officials, officers, employees, servants, designated volunteers, and agents
serving as independent contractors in the role of City officials, from any and all
liability, damages, claims, costs and expenses of any nature to the extent arising
from, caused by, or relating to Consultant's personnel practices. or to the extent
arising from, caused by or relating to the violation of any of the provisions of this
Section 9.0. In addition to all other remedies available under law, City shall have
the right to offset against the amount of any fees due to Consultant under this
Agreement any amount due to City from Consultant as a result of Consultant's
failure to promptly pay to City any reimbursement or indemnification arising under
this Section. This duty of indemnification is in addition to Consultant's duty to
defend, indemnify and hold harmless as set forth in any other provision of this
Agreement. Consultant's indemnifications and obligations under this Section
shall survive the expiration or termination of this Agreement.
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10.0 PERS Compliance and Indemnification
10.1. General Requirements. The Parties acknowledge that City is a local
agency member of PERS, and as such has certain pension reporting and
contribution obligations to PERS on behalf of qualifying employees. Consultant
agrees that, in providing its employees and any other personnel to City to
perform any work or other Services under this Agreement, Consultant shall
assure compliance with the Public Employees' Retirement Law ("PERE"),
commencing at Government Code § 20000, as amended by the Public
Employees' Pension Reform Act of 2013 ("PEPRA" ),. and the regulations of
PERS. Without limitation to the foregoing, Consultant shall assure compliance
with regard to personnel who have active or inactive membership in PERS and to
those who are retired annuitants and in performing this Agreement shall not
assign or utilize any of its personnel in a manner that will cause City to be in
violation of the PERL, PEPRA or any other applicable retirement laws and
regulations.
10.2. Indemnification. Consultant shall defend (with legal counsel
approved by City, whose approval shall not be unreasonably withheld), indemnify
and hold harmless City, and its City and its elected officials, officers, employees,
servants, designated volunteers, and agents serving as independent contractors
in the role of City officials, from any and all liability, damages, claims, costs and
expenses of any nature to the extent arising from, caused by, or relating to
Consultant's violation of any provisions of this Section 10.0. This duty of
indemnification is in addition to Consultant's duty to defend, indemnify and hold
harmless as set forth in any other provision of this Agreement. Consultant's
indemnification and obligations under this Section shall survive the expiration or
termination of this Agreement.
11.0 Confidentiality
11.1. Consultant covenants that all data, reports, documents, surveys,
studies, drawings, plans, maps, models, photographs, images, video files, media,
discussion, or other information (collectively "Data & Documents") developed or
received by Consultant or provided for performance of this Agreement are
deemed confidential and shall not be disclosed by Consultant without prior
written authorization by City. City shall grant such authorization if applicable law
requires disclosure. Consultant, its officers, employees, agents, or
subcontractors shall not without written authorization 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.
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11.2. Consultant shall promptly notify City should Consultant, its officers,
employees, agents or subcontractors be served with any summons, complaint,
subpoena, notice of deposition, request for documents, interrogatories, request
for admissions or other discovery request, court order or subpoena from any
party regarding this Agreement and the work performed thereunder or with
respect to any project or property located within the City. City may, but has no
obligation to, represent Consultant or be present at any deposition, hearing or
similar proceeding. Consultant agrees to cooperate fully with City and to provide
City with the opportunity to review any response to discovery requests provided
by Consultant. However, City's right to review any such response does not imply
or mean the right by City to control, direct or rewrite the response.
11.3. Consultant's covenants under this Section shall survive the
termination or expiration of this Agreement.
12.0 Ownership of Documents and Work Product
12.1. All Data & Documents shall be and remain the property of City
without restriction or limitation upon its use, duplication or dissemination by City.
All Data & Documents shall be considered "works made for hire," and all Data &
Documents and any and all intellectual property rights arising from their creation,
including, but not limited to, all copyrights and other proprietary rights, shall be
and remain the property of City without restriction or limitation upon their use,
duplication or dissemination by City. Consultant shall not obtain or attempt to
obtain copyright protection as to any Data & Documents.
12.2. Consultant hereby assigns to City all ownership and any and all
intellectual property rights to the Data & Documents that are not otherwise vested
in City pursuant to the paragraph directly above this one.
1.2.3. Consultant warrants and represents that it has secured all
necessary licenses, consents or approvals to use any instrumentality, thing or
component as to which any intellectual property right exists, including computer
software, used in the rendering of the Services and the production of all Written
Products produced under this Agreement, and that City has full legal title to and
the right to reproduce the Data & Documents. Consultant shall defend, indemnify
and hold City, and its elected officials, officers, employees, servants, attorneys,
designated volunteers, and agents serving as independent contractors in the role
of City officials, harmless from any loss, claim or liability in any way related to a
claim that City's use of any of the Data & Documents is violating federal, state or
local laws, or any contractual provisions, or any laws relating to trade names,
licenses, franchises, copyrights, patents or other means of protecting intellectual
property rights and/or interests in products or inventions. Consultant shall bear all
costs arising from the use of patented, copyrighted, trade secret or trademarked
documents, materials, equipment, devices or processes in connection with its
provision of the Services and Data & Documents produced under this
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Agreement. In the event the use of any of the Written Products or other
deliverables hereunder by City is held to constitute an infringement and the use
of any of the same is enjoined, Consultant, at its expense, shall: (1) secure for
City the right to continue using the Data & Documents and other deliverables by
suspension of any injunction, or by procuring a license or licenses for City; or (2)
modify the Data & Documents and other deliverables so that they become non -
infringing while remaining in compliance with the requirements of this Agreement.
These covenants shall survive the expiration and/or termination of this
Agreement.
12.4. Upon expiration or termination of the Agreement, Consultant shall
deliver to City all Data & Documents and other deliverables related to any
Services performed pursuant to this Agreement without additional cost or
expense to City. If Consultant prepares a document on a computer, Consultant
shall provide City with said document both in a printed format and in an electronic
format that is acceptable to City.
13.0 Subcontractors
No portion of this Agreement shall be subcontracted without the prior written
approval of the City. Consultant is fully responsible to City for the performance
of any and all subcontractors.
14.0 Prohibition Against Assignment or Delegation
Consultant shall not assign any of its rights or delegate any of its duties under
this Agreement, either in whole or in part, without City's prior written consent. Any
purported assignment or delegation in violation of this Section shall be void and
without effect, and shall entitle City to terminate this Agreement. As used in this
Section, "assignment' and "delegation" means any sale, gift, pledge,
hypothecation, encumbrance or other transfer of all or any portion of the rights,
obligations, or liabilities in or arising from this Agreement to any person or entity,
whether by operation of law or otherwise, and regardless of the legal form of the
transaction in which the attempted transfer occurs.
15.0 Inspection and Audit of Records
Consultant shall maintain complete and accurate records with respect to all
Services and other matters covered under this Agreement, including but
expressly not limited to, all Services performed, salaries, wages, invoices, time
cards, cost control sheets, costs, expenses, receipts and other records with
respect to this Agreement. Consultant shall maintain adequate records on the
Services provided in sufficient detail to permit an evaluation of all Services in
connection therewith. All such records shall be clearly identified and readily
accessible. At all times during regular business hours, Consultant shall provide
City with free access to such records, and the right to examine and audit the
same and to make copies and transcripts as City deems necessary, and shall
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allow inspection of all program data, information, documents, proceedings and
activities and all other matters related to the performance of the Services under
this Agreement. Consultant shall retain all financial and program service
records and all other records related to the Services and performance of this
Agreement for at least three (3) years after expiration, termination or final
payment under this Agreement, whichever occurs later. City's rights under this
Section 15.0 shall survive for three (3) years after expiration, termination or
final payment under this Agreement, whichever occurs later.
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 and other applicable state and federal laws. City may
issue restraint or cease and desist orders to Consultant when unsafe or harmful
acts are observed or reported relative to the performance of the Services.
Consultant shall maintain the work sites free of hazards to persons and property
resulting from its operations. Consultant shall immediately report to the City any
hazardous condition noted by Contractor.
17.0 Insurance
17.1. General Requirements. Consultant shall not commence work under
this Agreement until it has provided evidence satisfactory to the City that
Consultant has secured all insurance required under this Section.
17.2. Minimum Scope and Limits of Insurance. Consultant shall, at its
sole cost and expense, procure, maintain and keep in full force and effect for
the duration of the Agreement, insurance against claims for injuries to persons
or damages to property that may arise from or in connection with the
performance of this Agreement, as follows:
17.2.1. Commercial General Liability Insurance: Consultant shall
maintain limits no less than $2,000,000 aggregate for bodily injury, personal
injury and property damage: Coverage shall be at least as broad as the latest
version of Insurance Services Office Commercial General Liability coverage
(occurrence form CG 0001). If Consultant is a limited liability company, the
commercial general liability coverage shall be amended so that Consultant and
its managers, affiliates, employees, agents and other persons necessary or
incidental to its operation are insureds;
17.2.2. Automobile Liability Insurance: Consultant shall maintain
limits no less than $100,000 per person for bodily injury, and $300,000 per
incident for bodily injury.
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17.3. Acceptability of Insurers. The Insurance policies required under this
Section shall be placed with insurers with a current A.M. Best's rating no less
than A:VIII, licensed to do business in California, and satisfactory to the City.
17.4. Additional Insured.
17.4.1. For general liability insurance, City, its elected and
appointed officials, officers, employees, agents, designated volunteers and those
City agents acting as independent contractors in the role of City officials shall be
covered as additional insureds with respect to the services or operations
performed by or on behalf of the Consultant, including materials, parts or
equipment furnished in connection with such work.
17.4.2. These additional insured provisions shall also apply to any
excess/umbrella liability policies.
17.5. Cancellations or Modifications to Coverage. The insurance
policies shall contain the following provisions, or Consultant shall provide
endorsements on forms supplied or approved by City to state: (1) coverage
shall not be suspended, voided, reduced or canceled except after 30 days prior
written notice by certified mail, return receipt requested, has been given to City;
(2) any failure to comply with reporting or other provisions of the policies,
including breaches of warranties, shall not affect coverage provided to City, its
elected and appointed officials, officers, employees, agents, designated
volunteers, and those City agents serving as independent contractors in the
role of City officials;
17.6. Primary and Non -Contributing. Coverage shall be primary
insurance as respects the City, its elected officials, officers, employees, agents,
designated volunteers designated volunteers and agents serving as
independent contractors in the role of City officials, or if excess, shall stand in
an unbroken chain of coverage excess of the Consultant's scheduled
underlying coverage and that any insurance or self-insurance maintained by the
City, its elected officials, officers, employees, agents. designated volunteers
designated volunteers and agents serving as independent contractors in the
role of City officials, shall be excess of the Consultant's insurance and shall not
be called upon to contribute with it;
17.7. Separation of Insureds. All insurance required by this Section shall
contain standard separation of insureds provisions and shall not contain any
special limitations on the scope of protection afforded to City, its elected and
appointed officials, officers, employees, agents, designated volunteers and those
City agents serving as independent contractors in the role of City officials.
17.8. Deductibles and Self -Insured Retentions. Any deductibles or self-
insured retentions shall be declared to and approved by City. Consultant
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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
those City agents serving as independent contractors in the role of City officials;
or (2) Consultant shall procure a bond guaranteeing payment of losses and
related investigation costs, claims and administrative and defense expenses.
17.9. Waiver of Subrogation. Each insurance policy required by this
Agreement shall expressly waive the insurer's right of subrogation against City
and its elected and appointed officials, officers, employees, agents, designated
volunteers and those City agents serving as independent contractors in the role
of City officials. Consultant hereby waives all rights of subrogation against City.
17.10. City Remedy for Noncompliance. If Consultant 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 Consultant'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
Consultant's expense, the premium thereon. Consultant shall promptly reimburse
City for any premium paid by City or City may withhold amounts sufficient to pay
the premiums from payments due to Consultant.
17.11. Evidence of Insurance. Prior to the performance of Services under
this Agreement, Consultant shall furnish City with original certificates of
insurance and all original endorsements evidencing and effecting the coverages
required under this Section on forms satisfactory to and approved by City. The
certificates and endorsements for each insurance policy shall be signed by a
person authorized by that insurer to bind coverage on its behalf, and shall be on
forms provided by City if requested. Consultant may provide complete, certified
copies of all required insurance policies to City. Consultant shall maintain current
endorsements on file with City's Risk Manager. All certificates and endorsements
shall be received and approved by the City before work commences. City
reserves the right to require complete, certified copies of all required insurance
policies, at any time. Consultant shall also provide proof to City that insurance
policies expiring during the term of this Agreement have been renewed or
replaced with other policies providing at least the same coverage. Consultant
shall furnish such proof at least two weeks prior to the expiration of the
coverages.
17.12. Indemnity Requirements Not Limiting. Procurement of insurance
by Consultant shall not be construed as a limitation of Consultant's liability or as
full performance of Consultant's duty to indemnify City under Section 18.0.
17.13. Broader Coverage/Higher Limits. If Consultant maintains broader
coverage and/or higher limits than the minimums required above, City requires
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and shall be entitled to the broader coverage and/or the higher limits maintained
by Consultant. Any available insurance proceeds in excess of the specified
minimum limits of insurance and coverage shall be available to City.
17.14. Subcontractor Insurance Requirements. Consultant shall require
each of its subcontractors that perform Services under this Agreement to
maintain insurance coverage that meets all of the requirements of this Section.
18.0 Indemnification, Hold Harmless, and Duty to Defend
18.1. Indemnities.
18.1.1. To the fullest extent permitted by law, Consultant shall, at its
sole cost and expense, protect, defend, hold harmless and indemnify City and its
elected and appointed officials, officers, attorneys, agents, employees,
designated volunteers, successors, assigns and those City agents serving as
independent contractors in the role of City officials (collectively "Indemnitees" in
this Section 18.0), from and against any and all damages, costs, expenses,
liabilities, claims, demands, causes of action, proceedings, judgments, penalties,
bid protests, stop notices, liens and losses of any nature whatsoever, including
but not limited to fees of accountants, attorneys and other professionals, and all
costs associated therewith, and the payment of all consequential damages
(collectively "Liabilities"), in law or equity, whether actual, alleged or threatened,
which arise out of, pertain to, or relate to the acts or omissions of Consultant, its
officers, agents, servants, employees, subcontractors, materialmen, suppliers, or
contractors, or their officers, agents, servants or employees (or any entity or
individual that Consultant shall bear the legal liability thereof) in the performance
of this Agreement, including the Indemnitees' active or passive negligence,
except for Liabilities arising from the sole negligence or willful misconduct of the
Indemnitees, as determined by final arbitration or court decision or by the
agreement of the Parties. Consultant shall defend the Indemnitees in any action
or actions filed in connection with any Liabilities with counsel of the Indemnitees'
choice, and shall pay all costs and expenses, including all attorneys' fees and
experts' costs actually incurred in connection with such defense. Consultant shall
reimburse the Indemnitees for any and all legal expenses and costs incurred by
the Indemnitees in connection therewith.
18.1.2. Consultant shall indemnify and hold harmless City in
accordance with Sections 9.0 and 10.0.
18.2. Subcontractor Indemnification. Consultant shall obtain executed
indemnity agreements with provisions identical to those in this Section 18.0 from
each and every subcontractor or any other person or entity involved by, for, with
or on behalf of Consultant in the performance of this Agreement. If Consultant
fails to obtain such indemnities, Consultant shall be fully responsible and
indemnify, hold harmless and defend the Indemnitees from and against any and
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all Claims in law or equity, whether actual, alleged or threatened, which arise out
of, are claimed to arise out of, pertain to, or relate to the acts or omissions of
Consultant's subcontractor, its officers, agents, servants, employees,
subcontractors, materialmen, contractors or their officers, agents, servants or
employees (or any entity or individual that Consultant's subcontractor shall bear
the legal liability thereof) in the performance of this Agreement, including the
Indemnitees' active or passive negligence, except for Claims or Damages arising
from the sole negligence or willful misconduct of the Indemnitees, as determined
by final arbitration or court decision or by the agreement of the Parties.
18.3. Workers' Compensation Acts Not Limiting. Consultant's
indemnification obligations under this Section, or any other provision of this
Agreement, shall not be limited by the provisions of any workers' compensation
act or similar act. Consultant expressly waives its statutory immunity under such
statutes or laws as to City, its elected and appointed officers, officials, agents,
employees, designated volunteers and those City agents serving as independent
contractors in the role of City officials.
18.4. Insurance Requirements Not Limiting. City does not, and shall not,
waive any rights that it may possess against Consultant because of the
acceptance by City, or the deposit with City, of any insurance policy or certificate
required pursuant to this Agreement. The indemnities and obligations in this
Section shall apply regardless of whether or not any insurance policies are
determined to be applicable to the Claims or Liabilities asserted against City or
any of the other Indemnitees.
18.5. Survival of Terms. Consultant's indemnifications and obligations
under this Section 18.0 shall survive the expiration or termination of this
Agreement.
19.0 Non -Discrimination Equal Employment Opportunity
Consultant affirmatively represents that it is an equal opportunity employer. In the
performance of this Agreement, Consultant shall not discriminate against any
subcontractor, employee, or applicant for employment because of race, religion,
color, national origin, handicap, ancestry, sex, gender, sexual orientation, gender
identity, gender expression, marital status, national origin, ancestry, agephysical,
disability, mental disability, medical condition, genetic information, or any other
basis prohibited by law. Consultant will take affirmative action to ensure that
subcontractors and applicants are employed, and that employees are treated
during employment, without regard to their race, color, religious creed, sex,
gender, gender identity, gender expression, marital status, national origin,
ancestry, age, physical disability, mental disability, medical condition, genetic
information or sexual orientation, or any other basis prohibited by law.
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20.0 Labor Certification
By its signature hereunder, Consultant certifies that it is aware of the provisions
of Section 3700 of the California Labor Code that require every employer to be
insured against liability for Workers' Compensation or to undertake self-insurance
in accordance with the provisions of that Code, and agrees to comply with such
provisions before commencing the performance of the Services.
21.0 Prevailing Wage and Payroll Records
To the extent that this Agreement calls for services that, in whole or in part,
constitute "public works" as defined in the California Labor Code, Consultant
shall comply in all respects with all applicable provisions of the California Labor
Code, including those set forth in Exhibit B, attached hereto and incorporated
by reference herein.
22.0 Entire Agreement
This Agreement contains the entire agreement of the Parties with respect 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.
23.0 Severability
The invalidity in whole or in part of any provisions of this Agreement shall not
void or affect the validity of the other provisions of this Agreement.
24.0 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. Any dispute that arises under or relates to this
Agreement (whether contract, tort or both) shall be resolved in a superior court
with geographic jurisdiction over the City of Seal Beach.
25.0 No Third Party Beneficiaries
This Agreement is made solely for the benefit of the Parties to this Agreement
and their respective successors and assigns, and no other person or entity shall
be deemed to have any rights hereunder against either party by virtue of this
Agreement.
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26.0 Waiver
No delay or omission to exercise any right, power or remedy accruing to City
under this Agreement shall impair any right, power or remedy of City, nor shall it
be construed as a waiver of, or consent to, any breach or default. No waiver of
any breach, any failure of a condition, or any right or remedy under this
Agreement shall be (1) effective unless it is in writing and signed by the Party
making the waiver, (2) deemed to be a waiver of, or consent to, any other
breach, failure of a condition, or right or remedy, or (3) deemed to constitute a
continuing waiver unless the writing expressly so states.
27.0 Prohibited Interests; Conflict of Interest
27.1. Consultant covenants that it presently has no interest and shall not
acquire any interest, direct or indirect, which may be affected by the Services, or
which would conflict in any manner with the performance of the Services.
Consultant further covenants that, in performance of this Agreement, no person
having any such interest shall be employed by it. Furthermore, Consultant shall
avoid the appearance of having any interest, which would conflict in any manner
with the performance of the Services. Consultant shall not accept any
employment or representation during the term of this Agreement which is or may
likely make Consultant "financially interested" (as provided in California
Government Code §§ 1090 and 87100) in any decision made by City on any
matter in connection with which Consultant has been retained.
27.2. Consultant further warrants and maintains that it has not employed
or retained any person or entity, other than a bona fide employee working
exclusively for Consultant, to solicit or obtain this Agreement. Nor has Consultant
paid or agreed to pay any person or entity, other than a bona fide employee
working exclusively for Consultant, any fee, commission, gift, percentage, or any
other consideration contingent upon the execution of this Agreement. Upon any
breach or violation of this warranty, City shall have the right, at its sole and
absolute discretion, to terminate this Agreement without further liability, or to
deduct from any sums payable to Consultant hereunder the full amount or value
of any such fee, commission, percentage or gift.
27.3. Consultant warrants and maintains that it has no knowledge that
any officer or employee of City has any interest, whether contractual, non -
contractual, financial, proprietary, or otherwise, in this transaction or in the
business of Consultant, and that if any such interest comes to the knowledge of
Consultant at any time during the term of this Agreement, Consultant shall
immediately make a complete, written disclosure of such interest to City, even if
such interest would not be deemed a prohibited "conflict of interest' under
applicable laws as described in this Section.
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28.0 Final Payment Acceptance Constitutes Release
The acceptance by Consultant of the final payment made under this Agreement
shall operate as and be a release of City from all claims and liabilities for
compensation to Consultant for anything done, furnished or relating to
Consultant's work or services. Acceptance of payment shall be any negotiation
of City's check or the failure to make a written extra compensation claim within
ten calendar days of the receipt of that check. However, approval or payment by
City shall not constitute, nor be deemed, a release of the responsibility and
liability of Consultant, its employees, subcontractors and agents for the accuracy
and competency of the information provided and/or work performed; nor shall
such approval or payment be deemed to be an assumption of such responsibility
or liability by City for any defect or error in the work prepared by Consultant, its
employees, subcontractors and agents.
29.0 Corrections
In addition to the indemnification obligations set forth above, Consultant shall
correct, at its expense, all errors in the work which may be disclosed during City's
review of Consultant's report or plans. Should Consultant fail to make such
correction in a reasonably timely manner, such correction may be made by City,
and the cost thereof shall be charged to Consultant. In addition to all other
available remedies, City may deduct the cost of such correction from any
retention amount held by City or may withhold payment otherwise owed
Consultant under this Agreement up to the amount of the cost of correction.
30.0 Non -Appropriation of Funds
Payments to be made to Consultant by City for any Services performed within
the current fiscal year are within the current fiscal budget and within an available,
unexhausted fund. In the event that City does not appropriate sufficient funds for
payment of Consultant's Services beyond the current fiscal year, this Agreement
shall cover payment for Consultant's 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.
31.0 Mutual Cooperation
31.1. City's Cooperation. City shall provide Consultant with all pertinent
Data, documents and other requested information as is reasonably available for
Consultant's proper performance of the Services required under this Agreement.
31.2. Consultant's Cooperation. In the event any claim or action is
brought against City relating to Consultant's performance of Services rendered
under this Agreement, Consultant shall render any reasonable assistance that
City requires.
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32.0 Time of the 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 shall not be
construed to limit or deprive a Party of the benefits of any grace or use period
allowed in this Agreement.
33.0 Attorneys' Fees
If either party commences an action against the other party, either legal,
administrative or otherwise, arising out of or in connection with this Agreement,
the prevailing party in such litigation shall be entitled to have and recover from
the losing party all of its attorneys' fees and other costs incurred in connection
therewith.
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.
35.0 Corporate Authority
The person executing this Agreement on behalf of Consultant warrants that he or
she is duly authorized to execute this Agreement on behalf of said party and that
by his or her execution, the Consultant is formally bound to the provisions of this
Agreement.
• 1iF•1
IN WITNESS WHEREOF, the Parties hereto, through their respective authorized
representatives have executed this Agreement as of the date and year first
above written.
CITY (
By:
Attest:
By: /
Director of Public
Gloria D.
Approved as Fo
By:
raig A. Steele, City Attomey
Its:
By:
Name:
Its:
(Please note, two signatures required
for corporations pursuant to California
Corporations Code Section 313 from
each of the following categories. (i) the
chairperson of the board, the president
or any vice president, and {ii) the
secretary, any assistant secretary, the
chief financial officer or any assistant
treasurer of such corporation.)
19 of 19
EXHIBIT A
Consultant's Proposal
PHPE PLC &HMI 2021-122
SERVICES PROGRAMIWNG &ENGINEERING Contract Proposal
SERVICES Revision A
May 26`h 2021
City of Seal Beach
Iris Lee
1776 Adolfo Lopez Dr.
Seal Beach, CA 90740
PHPE Services, is pleased to present this proposal to City of Seal Beach for contract services to
help troubleshoot, modified PLC and HMI related issues.
As always, PHPE Services looks forward to working with you on this and future projects. t
PHPE Services will provide these services for a fee of $20,000.00
Breakdown Cost.
Category Billable Hour Rate
PLC and HMI Programming $115.00
Electrical Panel Design $115.00
Field Service
$115.00
Travel Time
$115.00
Emergency Call
$230.00
Saturday Work
$173.00
Sunday Work
$230.00
Holidays
$230.00
Thank you for the opportunity to provide this proposal.
If you have any questions, please do not hesitate to call at 909.238.7537.
Sincerely,
Julio C. Monterroso
PHPE Services
9738 Helena Ave, CA 91763 • Phone 909.238.7537 • Email juliom@phpe-services.com Page R of
PHPE PLC &HMI 2021-122
PROGRAMNIING & ENGINEERING Contract Proposal
SERVICES , SERVICES Revision A
SYSTEM PROJECT DEFINITIONS
Services
PHPE Services will provide assistance with PLC and HMI related issues to the City of Seal Beach
on a Time and Material basis either onsite or remotely. PHPE Service will do its best to respond
and move the City of Seal Beach to the top of the queue when ever possible in cases of
emergency services calls.
Exclusions
• Electrical wiring
Materials
by others
Schedule
To be determine
Start -Up
To be determine
9738 Helena Ave, CA 91763 - Phone 909.238.7537 • Email juliom@phpe-services.com Page � of $
PHPE PLC &HIVII
SPROGRAMMING & ENGINEERING
SERVICES
MSERVICES
Terms of Sale:
2021-122
Contract Proposal
Revision A
• City of Seal Beach will provide a minimum of one week noticed for all service request, subject to
availability.
• Minimum of 4hrs plus travel time for Field Service Calls and Emergency Calls.
• Minimum of 1hr for Remote Assistance.
• All travel time will be billed at 1.0 times the hourly rate and $0.65 per mile.
• Saturday rate will be billed at 1.5 times the hourly rate & Sunday work will be billed at 2.0 times the
hourly rate. Holiday rate will be billed at 2.0 times the hourly rate.
• Travel time is portal to portal.
• Necessary travel and living expenses will be billed at actual cost.
• Reimbursable expenses such as reproduction/printing, plotting and postage expenses will be billed at
actual cost.
• Please reference our proposal number 2021-122 on your purchase orders to PHPE Services.
• Prices contained within this proposal are valid for thirty (30) days
• Net 30 Days, 1.5% interest per month on balances over 30 days from invoice date. Invoices will be
issued on a bi-monthly or monthly basis as required.
• All quotes are subject to price change due to scope change, additions and vendor/market impacts beyond
our control.
• This proposal is subject to the terms and conditions detailed on the next 2 pages.
Acceptance
In order to proceed with this scope of work, please sign, date and return this proposal at your
earliest convenience. We look forward to working with you on this project.
Name:
Signed:
Iareml
Title:
Date:
9738 Helena Ave, CA 91763 • Phone 909.238.7537 • Email juliom@phpe-services.com Page T of 5
PHEPPLC &HMI 2021-122
PROGRAMMING & ENGINEERING Contract Proposal
SERVICES , SERVICES Revision A
Terms and Conditions
1. Parties to the Agreement. This agreement (the "Agreement")
is between PHPE Services ("PHPE"), and the entity from whom a
purchase order is issued following receipt of the attached
proposal or bid (hereinafter "Client"). By issuing a purchase order
for the goods and services quoted or bid by PHPE in the attached
proposal or bid, Client agrees to be bound by the terms of this
Agreement. PHPE's proposal or bid is made expressly conditional
on the acceptance of these terms and conditions. Terms in Client's
purchase order that are in addition to or not identical with the
terms of this Agreement will not become part of this Agreement.
PHPE and Client are collectively referred to in this Agreement as
the "Parties."
2. Goods and Services to be Provided. PHPE agrees to provide to
Client the goods and services required to perform the tasks set
forth in the attached proposal or bid. The end product
contemplated by the attached proposal shall be referred to herein
as the Product.
3. Standard of Care. The Client recognizes that the PHPE's
services require decisions, which are not based upon pure
science, but rather upon judgmental considerations, including the
economic feasibility of alternate designs. PHPE shall perform its'
services in accordance with generally accepted engineering
practices. Services are rendered without any other warranty,
expressed or implied and PHPE shall be responsible solely for its'
own negligence.
4. Time and Method of Payment. Client shall pay the price for
any goods and services within 30 days after receipt of invoice for
the goods and services. Expenses will be billed as incurred and
payable within fifteen (15) days of receipt of the expense report.
If payment is not made within the first 30 days of the date of
invoice, PHPE shall be entitled to charge interest at the maximum
legally accepted rate on the unpaid balance commencing on the
date of the invoice. Changes affecting the scope of work initiated
by the Clint or due to unforeseen project conditions will
necessitate modification of the compensation charged.
5. License to Client. Client is hereby granted a perpetual, non-
exclusive, non -transferable license to use the software being
produced pursuant to this Agreement upon full payment of the
price required herein, with no right to copy, sublicense, alter,
decompile or develop derivative works. Client expressly
acknowledges that PHPE will use its proprietary work product in
the process of developing the Product, and that it retains
ownership of such proprietary work product. PHPE may also
incorporate into the Product certain other proprietary software
programming.
6. Third Party Warranties. To the extent the third party
hardware and software components of the Product are subject to
warranties or licenses by their manufacturer(s) and/or authors,
Client shall be entitled to the warranty and/or registration cards
therefore, shall be considered the registered owner of the
components, and shall look exclusively to those warranties for
redress should the component malfunction or otherwise be
defective.
7. Indemnification and Hold Harmless. Client shall indemnify
PHPE and its employees, officers, directors, agents, and
distributors from and against any loss, cost, liability or expense
(including court costs and attorneys' fees incurred) arising out of
any claim by any third party alleging damages caused by Client's
acts and/or omissions in the performance of this Agreement or
the use of the Product by Client.
8. Remedies and Applicable Law. This Agreement shall be
governed by California law without application of its conflicts of
laws provisions. Any action commenced on this Agreement shall
be venued in San Bernardino County, California.
9. Failure to make payment. If the Client fails to make payment
when due to PHPE for services and expenses, PHPE may, upon
seven day's written notice to the Client, suspend performance of
services under this Agreement. Unless PHPE receives payment in
full within seven days of the date of the notice, the suspension
shall take effect without further notice. In the event of a
suspension of services, PHPE shall have no liability to the Client
for delay or damage caused to the Client because of such
suspension of services.
10. Re -Use of Documents. All documents, including Drawings and
Specifications, prepared by the PHPE pursuant to this project are
instruments of service. They are not intended or represented to
be suitable for re -use by the Client or others on extensions of this
project or any other project. Any re -use without written
verification or adaptation by PHPE for the specific purposes
intended will be at the Client's sole risk and without liability to
PHPE, and the Client shall indemnify and hold harmless PHPE from
all claims, damages, losses and expenses, including attorney's
fees, arising out of or resulting there from. Any such verification
or adaptation will entitle PHPE to further compensation at rates
to be agreed upon by the Client and PHPE.
11. Limitation of Legal Liability. The Client agrees to limit PHPE's
liability to the Client, and to all construction Contractors and
Subcontractors on the project due to PHPE's negligent act, error,
or omissions such the total aggregate liability of PHPE to all those
named shall not exceed $1,500 of the PHPE's total fee for services
rendered on this project.
12. Modifications. This contract can be modified or rescinded
only by a writing signed by both of the Parties or their duly
authorized agents. Any terms and conditions contained on any
purchase order, invoice; bill of lading or other document
generated by PHPE or Client which are in conflict with or in
addition to the terms and conditions of this Agreement shall be
null and void.
9738 Helena Ave, CA 91763 - Phone 909.238.7537 Email juliom@phpe-services.com Page Q of �5
PHPE PLC & r 2021-122
SERVICES PROGRAMMING & ENGINEERING Contract Proposal
,; SERVICES Revision A
13. Cancellations and Changes. The obligation to provide further
services under this document may be terminated by either party
upon seven (7) days' written notice in the event of substantial
failure by the other party to perform in accordance with the terms
hereof through no fault of the terminating party. In the event of
any termination, PHPE shall be paid for all services rendered to
the date of termination, all reimbursable expenses and
termination expenses.
14. Successors and Assigns. The Client and PHPE each binds
himself and his partners, successors, executors, administrators,
assigns and legal representatives to the other party and to the
partners, successors, executors, administrators, assigns and legal
representatives of other such party in respect to all covenants,
agreements and obligations of this document.
Neither the Client nor PHPE shall assign, sublet or transfer any
rights under or interest in' (including, but without limitations,
moneys that are or may become due) this document without the
written consent of the other, except to the extent that the effect
of this limitation may be restricted by law. Unless specifically
stated to the contrary in any written consent to an assignment, no
assignment will release or discharge the assignor from any duty or
responsibility under this document. Nothing contained in the
paragraph shall prevent PHPE from employing such independent
consultants, associates and subcontractors, as it may deem
appropriate to assist in the performance of services hereunder.
Nothing herein shall be construed to give any rights or benefits
hereunder to anyone other than the Client and PHPE.
15. Force Majeure: PHPE shall not be responsible for delays or
failures in performance resulting from acts or occurrences beyond
the reasonable control of PHPE, including, without limitation; fire,
explosion, power failure, acts of God, war, revolution, civil
commotion, terrorism, or acts of public enemies, any law, order,
regulation, ordinance, or requirement of any government or legal
body or any representative of any such government or legal body,
or labor unrest, including without limitation, strikes, slowdowns,
picketing or boycotts. In such event, the party affected shall be
excused from such performance on a day -for -day basis to the
extent of such interference (and the other party shalllikewise be
excused from performance of its obligations on a day -far -day
basis to the extent such party's obligations relate to the
performance so interfered with)
9738 Helena Ave, CA 91763 - Phone 909.238.7537 • Email juliom@phpe-services.com Page % of 5
EXHIBIT B
TERMS FOR COMPLIANCE WITH CALIFORNIA LABOR LAW REQUIREMENTS
1. This Agreement calls for services that, in whole or in part, constitute "public works"
as defined in Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the
California Labor Code ("Chapter V). Further, Consultant acknowledges that this
Agreement is subject to (a) Chapter 1 and (b) the rules and regulations established by
the Department of Industrial Relations ("DIR") implementing such statutes. Therefore, as
to those Services that are "public works", Consultant shall comply with and be bound by
all the terms, rules and regulations described in 1(a) and 1(b) as though set forth in full
herein.
2. California law requires the inclusion of specific 'Labor Code provisions in certain
contracts. The inclusion of such specific provisions below, whether or not required by
California law, does not alter the meaning or scope of Section 1 above.
3. Consultant shall be registered with the Department of Industrial Relations in
accordance with California Labor Code Section /1725.5, and has provided proof of
registration to City prior to the Effective Date of this Agreement. Consultant shall not
perform work with any subcontractor that is not registered with DIR pursuant to Section
1725.5. Consultant and subcontractors shall maintain their registration with the DIR in
effect throughout the duration of this Agreement. If Consultant or any subcontractor
ceases to be registered with DIR at any time during the duration of the project,
Consultant shall immediately notify City.
4. Pursuant to Labor Code Section 1771.4, Consultant's Services are subject to
compliance monitoring and enforcement by DIR. Consultant shall post job site notices,
as prescribed by DIR regulations.
5. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem
wages for each craft, classification, or type of worker needed to perform the Agreement
are on file at City Hall and will be made available to any interested party on request.
Consultant acknowledges receipt of a copy of the DIR determination of such prevailing
rate of per diem wages, and Consultant shall post such rates at each job site covered by
this Agreement.
6. Consultant shall comply with and be bound by the provisions of Labor Code Sections
1774 and 1775 concerning the payment of prevailing rates of wages to workers and the
penalties for failure to pay prevailing wages. Consultant shall, as a penalty to City, forfeit
$200.00 for each calendar day, or portion thereof, for each worker paid less than the
prevailing rates as determined by the DIR for the work or craft in which the worker is
employed for any public work done pursuant to this Agreement by Consultant or by any
subcontractor.
7. Consultant shall comply with and be bound by the provisions of Labor Code Section
1776, which requires Consultant and each subcontractor to: keep accurate payroll
records and verify such records in writing under penalty of perjury, as specified in
Section 1776; certify and make such payroll records available for inspection as provided
by Section 1776; and inform City of the location of the records.
8. Consultant shall comply with and be bound by the provisions of Labor Code Sections
1777.5, 1777.6 and 1777.7 and California Code of Regulations, Title 8, Section 200 et
seq. concerning the employment of apprentices on public works projects. Consultant
shall be responsible for compliance with these aforementioned Sections for all
apprenticeable occupations. Prior to commencing work under this Agreement,
Consultant shall provide City with a copy of the information submitted to any applicable
apprenticeship program. Within 60 days after concluding work pursuant to this
Agreement, Consultant and each of its subcontractors shall submit to City a verified
statement of the journeyman and apprentice hours performed under this Agreement.
9. Consultant shall not perform work with any Subcontractor that has been debarred or
suspended pursuant to California Labor Code Section 1777.1 or any other federal or
state law providing for the debarment of contractors from public works. Consultant and
subcontractors shall not be debarred or suspended throughout the duration of this
Contract pursuant to Labor Code Section 1777.1 or any other federal or state law
providing for the debarment of contractors from public works. If Consultant or any
subcontractor becomes debarred or suspended during the duration of the project,
Consultant shall immediately notify City.
10. Consultant acknowledges that eight hours labor constitutes a legal day's work.
Consultant shall comply with and be bound by Labor Code Section 1810. Consultant
shall comply with and be bound by the provisions of Labor Code Section 1813
concerning penalties for workers who work excess hours. Consultant shall, as a penalty
to City, forfeit $25.00 for each worker employed in the performance of this Agreement by
Consultant or by any subcontractor for each calendar day during which such worker is
required or permitted to work more than eight hours in any one calendar day and 40
hours in any one calendar week in violation of the provisions of Division 2, Part 7,
Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code Section 1815, work
performed by employees of Consultant in excess of eight hours per day, and 40 hours
during any one week shall be permitted upon public work upon compensation for all
hours worked in excess of eight hours per day at not less than one and one-half times
the basic rate of pay.
11. California Labor Code Sections 1860 and 3700 provide that every employer will be
required to secure the payment of compensation to its employees. In accordance with
the provisions of California Labor Code Section 1861, Consultant hereby certifies as
follows:
"I am aware of the provisions of Section 3700 of the Labor Code which
require every employer to be insured against liability for workers'
compensation or to undertake self-insurance in accordance with the
provisions of that code, and I will comply with such provisions before
commencing the performance of the work of this contract."
12. For every subcontractor who will perform work on the project, Consultant shall be
responsible for such subcontractor's compliance with Chapter 1 and Labor Code
Sections 1860 and 3700, and Consultant shall include in the written contract between it
and each subcontractor a copy of those statutory provisions and a requirement that each
subcontractor shall comply with those statutory provisions. Consultant shall be required
to take all actions necessary to enforce such contractual provisions and ensure
subcontractor's compliance, including without limitation, conducting a periodic review of
the certified payroll records of the subcontractor and upon becoming aware of the failure
of the subcontractor to pay his or her workers the specified prevailing rate of wages.
Consultant shall diligently take corrective action to halt or rectify any failure.
13. To the maximum extent permitted by law, Consultant shall indemnify, hold harmless
and defend (at Consultant's expense with counsel reasonably acceptable to City) City, its
officials, officers, employees, agents and independent contractors serving in the role of
City officials, and volunteers from and against any demand or claim for damages,
compensation, fines, penalties or other amounts arising out of or incidental to any acts or
omissions listed above by any person or entity (including Consultant, its subcontractors,
and each of their officials, officers, employees and agents) in connection with any work
undertaken or in connection with the Agreement, including without limitation the payment
of all consequential damages, attorneys' fees, and other related costs and expenses. All
duties of Consultant under this Section shall survive the termination of the Agreement.
A� o 08//16/216/2 ® CERTIFICATE OF LIABILITY INSURANCE
DAT D/YYYY)
021
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
CONTACT
NAME:
PHONE (888) 202-3007 FAX
A/c No
Hiscox Inc. d/b/a/ Hiscox Insurance Agency in CA
520 Madison Avenue
32nd Floor
E mai
ADDRESS: contact@hiscox.com
INSURERS AFFORDING COVERAGE NAIC #
New York, NY 10022
INSURERA: Hiscox Insurance Company Inc 10200
INSURED
PHPE Services
INSURER B .
9738 Helena Ave
INSURER C:
INSURER D :
Montclair, CA 91763
INSURER E :
INSURER F:
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY 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.
INSR
LTREM
TYPE OF INSURANCE
AODL
SU D
POLICY NUMBER
POLICY EFF
MMfLDI D! WY
LIMITS
A
X COMMERCIAL GENERAL LIABILITY
CLAIMS -MADE M OCCUR
Y
UDC -1893691 -CGL -21
01/24/2021
01/24/2022
EACH OCCURRENCE S 2,000,000
DAMA13E TO
PREMISESEa occu ence S 100,000
MED EXP (Any one person) $ 5,000 _
PERSONAL &ADV INJURY $ 2,000,000
GEN'LAGGREGATE LIMIT APPLIESPER:
PRO -
X PRO LOC
POLICY ❑
OTHER:
GENERAL AGGREGATE $ 2,000,000
PRODUCTS -COMPIOPAGG $ SIT Gen. Agg
$
AUTOMOBILE LIABILITY
ANY AUTO
OWNED SCHEDULED
AUTOS ONLY AUTOS
HIRED NON -OWNED
AUTOS ONLY AUTOS ONLY
COMBINED SINGLE LIMIT S
Ea accident
BODILY INJURY (Per person) $
BODILY INJURY (Per accident) S
PROPERTY DAMAGE $
Per acddent
$
UMBRELLA LIAB
EXCESS LIAR
HCLAIMS-MADE
OCCUR
EACH OCCURRENCE S
AGGREGATE S
I DED I I RETENTION $
S
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY YIN
ANYPROPRIETORIPARTNER/EXECUTNE❑
OFFICERIMEMBEREXCLUDED7
(Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
NIA
PER OTH-
STATUTE ER
E.L. EACH ACCIDENT $
E.L. DISEASE - EA EMPLOYEE S
E.L. DISEASE - POLICY LIMIT $
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
r_FRTwtr`ATr- i4ni nr-R CANCELLATION
City of Seal Beach
211 Eighth Street
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
Seal Beach CA 90740
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
U 19BB-2075 ACUKD UUKI-UKA I IUN. All rignts reservea.
ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD
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PRODUCERMERCURY
AGAPE INSURANCE SERVICES O4C627 02
/
PO BOX 1648 INSURANCE COMPANY
RANCHO CUCAMONGA, CA 91729 AUTOMOBILE POLICY DECLARATIONS
TELEPHONE:(800) 578-2227 IMPORTANT COVERAGE EXCLUSION
SLUMBER up App�CABLETO A![ COVERAGES;,INCL'UDINGBUTNOT UNITED TO, LIABILITY
_PGt]CYt?ER)OD— _
_.._ _ __. — _. _ __ AND UNINSURED MOTORISTS,:PROVIDEU NOW OR LATER.
IFRomO6/27/2_020+2•-o,AM
0401 02 100345777 To06/271202112:01AM! It is agreed thatthe Insurance afforded,b this, lic.
PERSONS'lNSURED shall. not: appply nor accrueto'the:beriefit of any insured%or any
third. being
NAMED INSURED I party Clalmantwhen--any motor vehicle -is used or
JULIO C MONTERROSO I ope"ratedbyaperson, listed 'belowregardlbssofwherethe
I erson resides'orwhether-theeperson Is, licensed to drive.
DRIVERS
JULIO C MONTERROSO
PERSEPHONE M MONTERROSO
MAILING 9738 HELENA AVE
ADDRESS MONTCLAIR, CA 91763-2721
CAR.Yb%R VEHICLBDESCRIPTION SERUIL.NUMBER, COST.ORVALUE NEWIUSED CH -DATE FI:PiCID
1
2
3 2014 TOYOTA PRIUS HCHBK 4DR JTDKN3DU7EU372175 N 02/2014
LPaI'La
C _43MRO, _L"08S PAYEES (LPI ADOmONALINTERESTS(Af), LOSS PAY EES'AND-ADDfr10NAL WiERE3TS{CA),CARAGING'ADDRESSES((U(')AND REGISTEREgOWNER5(RG)07}IER THAH.7HUSE---_E____._.
2
— ��
LP CARMAX BUSINESS SERVICES, LLC PO BOX 440609 KENNESAW GA 30160
Coverage applies only if premium charge is listed below. Coverage/Limits are subject to all policy terms.
_-_ COVERAGES___-,NON-FACTO_RK, (;IIPMENT
- ^
BODILY INJURY LIABILITY $100,000 EACH PERSON $ 300,000 EACHACCE)ENr CAR1 CAR2 CAR3 (-EMS INSUREDAND AMOUNTS OF114 188 148 INSURANCE FOR EACH ITEM ARE STATED
PROPERTY DAMAGE LIABILITY $550,000 EACHACCIDENT I 82 196 164 HEREIN. ITEMS INSURED ARE SUBJECT TO
UNINSURED MOTORISTS THE DEDUCTIBLE.
BODILY INJURY LIABILITY $30,000 EACH PERSON $ 60,000 EACH ACCIDENT 34 70 66
UNINSURED MOTORISTS CAR . --_ _._�AINS� __ _ ___uM_n=
$3,500 MAXIMUM 20'
PROPERTY DAMAGE LIABILITY
COLLISION DEDUCTIBLE WAIVER 12 12
MEDICAL EXPENSE $5,000 10 24 28
LEASEILOAN GAP COVERAGE CAR CAR CAR
REPAIR OR REPLACEMENT CAR CAR CAR
COSTCOVERAGE
COMPREHENSIVE OEDUCTISLECAR $ CAR2 $1,000 CAR3$1,000 24, 30 .CA4FORNIAASSM!1M S
COLLISION DEDucrwLECAR $ CAR2 $1,000 CAR3$1,000 i 316 326 CA FRAUD FEE
ROADSIDE ASSISTANCE EAM
OCCURRENCE� AR CAR CAR CIGA FEE
occu
RENTAL CAR BENEFIT $ PER DAY DAYS INTERVENOR FEE
ENDORSEMENTS ATTACHED TO THE.POUCY PREMIUMS`PERCAR
U-1012/2018
i 260 830 774
POLICYFEE
TOTAL PREMIUM 1,864.00
IMPORTANT INFORMATION
EFFECTIVE 05/28/2021
This amended policy declarations page replaces all declarations with the same or prior,
(effective date.
Reason(s) Amended
DELETE LOSS PAYEE(S)
!If there is a lapse, coverage will not be provided during the lapse period.
iiThis change has resulted in no additional premium. Any outstanding amount is.due as previously
,billed-
If you have any questions, please contact your agent or broker at the phone number provided
above. Thank you for placing your business with Mercury Insurance Company.
it
it
MAILED TO:
JULIO C MONTERROSO
9738 HELENA AVE POLfGY'NCIMBER 0401 02 100345777
MONTCLAIR, CA 91763-2721
MAILING DATE: 06/1012021
U-176 0712019
INSURED COPY