HomeMy WebLinkAboutAGMT - Bucknam Infrastructure Group Inc (2022 Pavement Management Report)PROFESSIONAL SERVICES AGREEMENT
for
2022 Pavement [Management Report
between
City of Seal Beach
211 - 8th Street
Seal Beach, CA 90740
Bucknam Infrastructure Group, Inc.
3548 Seagate Way, Suite 230
Oceanside, CA 92056
(760) 216-6529
This Professional Service Agreement ("the Agreement") is made as of August 27, 2021
(the "Effective Date"), by and between Bucknam Infrastructure Group, Inc.
("Consultant"), a California corporation and the City of Seal Beach ("City"), a California
charter city, (collectively, "the Parties").
RECITALS
A. City desires certain professional engineering services for the 2022
Pavement Management Plan.
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 Engineering services.
C. Consultant represents that the principal members of its firm are
qualified professional Engineers, and are fully qualified to perform the design
professional services contemplated by this Agreement by virtue of its
experience, and the training, education and expertise of its principals and
employees.
D. City desires to retain Consultant as an independent contractor and
Consultant desires to serve City to perform those services in accordance with
the terms and conditions of this Agreement.
NOW THEREFORE, in consideration of the Parties' performance of the
promises, covenants, and conditions stated herein, the Parties hereto agree
as follows.
AGREEMENT
1.0 Scope of Services
1.1. Consultant shall provide those services (collectively "Services") set
forth in the Scope of Services attached hereto as Exhibit A and incorporated
herein by this reference. To the extent that there is any conflict between Exhibit A
and this Agreement, this Agreement shall control.
1.2. Consultant shall perform all Services under this Agreement in
accordance with the standard of care generally exercised by like professionals
under similar circumstances and in a manner reasonably satisfactory to City.
1.3. In performing this Agreement, Consultant shall comply with all
applicable provisions of federal, state, and local law.
1.4. As a material inducement to City to enter into this Agreement,
Consultant hereby represents that it has the experience necessary to undertake
the Services to be provided. In light of such status and experience, Consultant
hereby covenants that it shall follow the customary professional standards in
performing all Services. The City relies upon the skill of Consultant, and
Consultant's staff, if any, to do and perform the Services in a skillful, competent,
and professional manner, and Consultant and Consultant's staff, shall perform
the Services in such manner. Consultant shall, at all times, meet or exceed any
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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 on August 27, 2021
and shall remain in full force and effect until June 30, 2022, unless sooner
terminated as provided in Section 5.0 of this Agreement.
3.0 Consultant's Compensation
3.1. City will pay Consultant in accordance with the hourly rates shown
on the fee schedule set forth in Exhibit A for the Services but in no event will the
City pay more than the total not -to -exceed amount of $23,897 for the Original
Term.
3.2. Consultant will not be compensated for any work performed not
specified in the Scope of Services unless the City authorizes such work in
advance and in writing. The City Manager may authorize extra work to fund
unforeseen conditions up to the amount approved at the time of award by the
City Council. Payment for additional work in excess of this amount requires prior
City Council authorization. Any additional work authorized by the City Council
pursuant to this Section will be compensated in accordance with the fee
schedule set forth in Exhibit A.
4.0 Method of Payment
4.1. Consultant shall submit to City monthly invoices for all Services
rendered pursuant to this Agreement. Such invoices shall be submitted within 15
days of the end of the month during which the Services were rendered and shall
describe in detail the Services rendered during the period, the days worked,
number of hours worked, the hourly rates charged, and the Services performed
for each day in the period. City will pay Consultant within 30 days of receiving
Consultant's invoice. City will not withhold any applicable federal or state payroll
and other required taxes, or other authorized deductions from payments made to
Consultant.
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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. Peter J. Bucknam is the Consultant's primary representative,, for
purposes of this Agreement. Peter J. Bucknam shall be responsible during the
term of this Agreement for directing all activities of Consultant and devoting
sufficient time to personally supervise the Services hereunder. Consultant may
not change its representative without the prior written approval of City, which
approval shall not be unreasonably withheld.
7.0 Notices
7.1. All notices permitted or required under this Agreement shall be
deemed made when personally delivered or when mailed 48 hours after deposit
in the United States Mail, first class postage prepaid and addressed to the party
at the following addresses:
To City: City of Seal Beach
211 -8th Street
Seal Beach, California 90740
Attn: City Manager
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To Consultant: Bucknam Infrastructure Group, Inc.
3548 Seagate Way, Suite 230
Oceanside, CA 92056
Attn: Peter J. Bucknam
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
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
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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.
90.0 PERS Compliance and Indemnification
10.1. General Requirements.
agency member of PERS, and a:
contribution obligations to PERS on
agrees that, in providing its emplc
perform any work or other Service
assure compliance with the Publl
commencing at Government Codi
Employees' Pension Reform Act o -
The Parties acknowledge that City is a local
such has certain pension reporting and
behalf of qualifying employees. Consultant
gees and any other personnel to City to
s under this Agreement, Consultant shall
Employees' Retirement Law ("PERL"),
§ 20000, as amended by the Public
2013 ("PEPRA"),. and the regulations of
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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.
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
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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.
12.3. 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
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.
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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
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.
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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 per occurrence for bodily injury, personal
injury and property damage; and if Commercial General Liability Insurance or
other form with a general aggregate limit is used, either the general aggregate
limit shall apply separately to this Agreement/location or the general aggregate
limit shall be twice the required occurrence limit: 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 $1,000,000 per accident for bodily injury and property
damage. Coverage shall be at least as broad as Automobile Liability: Insurance
Services Office Business Auto Coverage form number CA 0001, code 1 (any
auto)..
17.2.3. Workers' Compensation Insurance in the amount required
by law; and Employer's Liability: $1,000,000 per accident and in the aggregate
for bodily injury or disease;
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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. For automobile liability, City, its elected and appointed
officials, officers, employees, agents, designated volunteers and those City
agents serving as independent contractors in the role of City officials, shall be
covered as additional insureds with respect to the ownership, operation,
maintenance, use, loading or unloading of any auto owned, leased, hired or
borrowed by the Consultant or for which the Consultant is responsible.
17.4.3. These additional insured provisions shall also apply to any
excess/umbrella liability policies.
17.5. Cancellations or Modifications to Coverage. The insurance
policies shall contain the following provisions, or Consultant shall provide
endorsements on forms supplied or approved by City to state: (1) coverage
shall not be suspended, voided, reduced 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;
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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
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 Subro aq tion. 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
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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
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. Indemnity for Design Professional Services. To the fullest extent
permitted 'by law, Consultant shall, at its sole cost and expense, protect,
indemnify and hold harmless 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 attorneys, accountants
and other professionals and all costs associated therewith, and reimbursement of
attorneys' fees and costs of defense (collectively "Claims"), in law or in equity,
whether actual, alleged or threatened, which arise out of, pertain to, or relate to,
in whole or in part, the negligence, recklessness or willful misconduct of
Consultant, its officers, directors, agents, servants, employees, subcontractors,
contractors or their officers, directors, agents, servants or employees (or any
entity or individual that Consultant shall bear the legal liability thereof) in the
performance of design professional services under this Agreement by a "design
professional," as the term is defined under California Civil Code § 2782.8(c).
Notwithstanding the foregoing and as required by Civil Code § 2782.8(a), in no
event shall the cost to defend the Indemnitees that is charged to Consultant
exceed Consultant's proportionate percentage of fault.
18.2. Other Indemnities.
18.2.1. Other than in the performance of design professional
services and to the fullest extent permitted by law, Consultant shall, at its sole
cost and expense, protect, defend, hold harmless and indemnify the Indemnitees
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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.
18.2.3. Consultant shall indemnify and hold harmless City in
accordance with Sections 9.0 and 10.0.
18.3. 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
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.
18.4. 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.
14 of 19
18.5. 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.
18.6. 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.
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
15 of 19
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.
26.0 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.
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
16 of 19
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.
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
17 of 19
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.
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.
18 of 19
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.
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:
Attesi
By:
Approved
By: (� -f
Craig A. Steele, City Attorney
CONSULTANT: Bucknam Infrastructure
Group, Inc., a California Corporation
By:
Name: �'e-R- B ��i.•-�
Its: r° n elf o rr
By: _
Name:
Its: r'?,+n
(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.)
PROOF OF AUTHORITY TO BIND
CONTRACTING PARTY REQUIRED
19 of 19
EXHIBIT A
Consultant's Proposal
EXHIBIT B
TERMS FOR COMPLIANCE WITH CALIFORNIA LABOR LAW REQUIREMENTS
1'. This Agreement calls for services that, in whole or in part, constitute "public works"
as defined in Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the
California Labor Code ("Chapter 1"). Further, Consultant acknowledges that this
Agreement is subject to (a) Chapter 1 and (b) the rules and regulations established by
the Department of. Industrial Relations ("DIR") implementing such statutes. Therefore, as
to those Services that are "public works", Consultant shall comply with and be bound by
all the terms, rules and regulations described in 1(a) and 1(b) as though set forth in full
herein.
2. California law requires the inclusion of specific Labor Code provisions in certain
contracts. The inclusion of such specific provisions below,, whether or not required by
California law, does not alter the meaning or scope of Section 1 above.
3. Consultant shall be registered with the Department of Industrial Relations in
accordance with California Labor Code Section 1725.5, and has provided proof of
registration to City prior to the Effective Date of this Agreement. ;Consultant shall not
perform work with any subcontractor that is not registered with DIR pursuant to Section
1725.5. Consultant and subcontractors shall maintain their registration with the DIR in
effect throughout the duration of this Agreement. If Consultant or any subcontractor
ceases to be registered with DIR at any time during the duration of the project,
Consultant shall immediately notify City.
4. Pursuant to Labor Code Section 1771.4, Consultant's Services are subject to
compliance monitoring and enforcement by DIR. Consultant shall post job site notices,
as prescribed by DIR regulations.
5. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem
wages for each craft, classification, or type of worker needed to perform the Agreement
are on file at City Hall and will be made available to any interested party on request.
Consultant acknowledges receipt of a copy of the DIR determination of such prevailing
rate of per diem wages, and Consultant shall post such rates at each job site covered by
this Agreement.
6. Consultant shall comply with and be bound by the provisions of Labor Code Sections
1774 and 1775 concerning the payment of prevailing rates of wages to workers and the
penalties for failure to pay prevailing wages. Consultant shall, as a penalty to City,, forfeit
$200.00 for each calendar day, or portion thereof, for each worker paid less than the
prevailing rates as determined by the DIR for the work or craft in, which the worker is
employed for any public work done pursuant to this Agreement by Consultant or by any
subcontractor.
7. Consultant shall comply with and be bound by the provisions of Labor Code Section
1776, which requires Consultant and each subcontractor to: keep accurate payroll
records and verify such records in writing under penalty of perjury, as specified in
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.
ORGANIZATIONAL CERTIFICATE OF
INCORPORATOR OF
BUCKNAM INFRASTRUCTURE GROUP, INC.,
A CALIFORNIA CORPORATION
The undersigned Incorporator, named in the Articles of Incorporation of the above named
corporation, in order to record certain actions taken in connection with the organization of this
corporation, pursuant to the powers conferred upon the undersigned by Section 210 of the
Corporations Code of California, does hereby certify.as follows:
ARTICLES FILED
The original Articles of Incorporation of this corporation have been filed in the Office of
the California Secretary of State. A certified copy of the Articles, showing the filing date and
corporate number, will be inserted in the minute book upon receipt from the Secretary of State.
BYLAWS
The Bylaws for the regulation of the affairs of this corporation, consisting of twenty-three
(23) pages, are hereby adopted as the Bylaws of this corporation. The Secretary of this
corporation is hereby authorized and directed to see that a certified copy of the Bylaws is kept at
the principal office of this corporation.
NUMBER AND APPOINTMENT OF DIRECTORS
The number of Directors authorized by this corporation is one (1).
The following persons are hereby appointed as the First Directors of this corporation until
their resignation, removal or their successors are duly elected pursuant to the Bylaws:
Director's Name
Peter Bucknam
Signature Accepting
Appointment
Effective Date of
Acceptance
�— June 21, 2011.
The First Directors are hereby vested with the powers of further organization and
direction of this corporation, effective upon their acceptance of this appointment.
JAWP2411\74660.01\yctag552.wpd
-1-
CORPORATE SEAL
A seal for the corporation is hereby adopted consisting of two concentric circles. with the
names `BUCKNAM INFRASTRUCTURE GROUP, INC." in the outer circle and the words and
figures, "INCORPORATED" and "CALIFORNIA" and the date of incorporation in the inner
circle, in the form and figures as follows:
(Afnuu.-, seal here.),
SHARE CERTIFICATE
The form of share certificate attached.hereto is hereby adopted as the share certificate for
the corporation.
PRINCIPAL OFFICE LOCATION
The location of the principal office for the transaction of the business of this corporation,
until hereafter changed by subsequent action of the Directors, is as. follows:
3548 Seagate Way
Suite 230
Oceanside, California 92056.
ELECTION OF OFFICERS
The following persons are hereby elected to the offices set forth opposite their names:
Office Name Monthly Salary
President Peter Bucknam To Be Determined;
Secretary .Peter Bucknam To Be Determined;
Chief Financial Officer Peter Buckram To Be Determined.
JAWP2011\74660.01\yctag552.wpd -2-
CERTIFICATE OF LIABILITY INSURANCE
A� " 9/1612
DATD/YYYY)
9/16/2021
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on
this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER
CONTACT
NAME:
PHOai No Ex • (888) 780-5381 AIC No): (866) 828-2424
ADDRESS: Certificate@Hanover.com
WTW MIDWEST INC
INSURERS AFFORDING COVERAGE NAIC#
233 S WACKER DR,SUITE 2000
INSURER A: Citizens Ins Cc of America 31534
CHICAGO IL 60606
INSURED
INSURER B: Hanover Insurance Cc 22292
INSURER c : Hanover American Ins Cc 36064
INSURERD:
BUCKNAM INFRASTRUCTURE GROUP INC
INSURER E :
3546 SEAGATE WAY STE 230
INSURERF:
OCEANSIDE CA 92056
rnVFRAPFS 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
LTR
OF INSURANCE
ADDLSUBRPTYPE
INSD
WVD
POLICY NUMBER
MM/uDDI EFF
MM/LDICDI EXP
LIMITS
COMMERCIAL GENERAL LIABILITY
EACH OCCURRENCE $ 2,000,000
CLAIMS -MADE a OCCUR
DAMAGE TO RENTED 1,000,000
PREMISES Ea occurrence $
MED EXP (Any one person) S 10,000
PERSONAL & ADV INJURY $ 2,000,000
A
Y
Y
OBC A399956 07
09/16/2021
09/16/2022
GEN'L AGGREGATE LIMIT APPLIES PER:
GENERAL AGGREGATE $ 4,000,000
PRODUCTS- COMP/OP AGG S 4,000,000
POLICY [Z] JECT F] LOC
S
OTHER:
AUTOMOBILE LIABILITY
COMBINED SINGLE LIMIT S 2,000,000
Ea accident
BODILY INJURY (Per person) S
ANY AUTO
BODILY INJURY (Per accident) S
AOWNED
SCHEDULED
AUTOS ONLY AUTOS
HIRED NON -OWNED
AUTOS ONLY AUTOS ONLY
Y
Y
OBC A399956 07
09/16/2021
09/16/2022
PROPERTY DAMAGE S
Per accident
S
✓
UMBRELLA LIAB
OCCUR,
EACH OCCURRENCE S 3.000,000
AGGREGATE S 3,000,000
A
EXCESS LIAB
CLAIMS -MADE
Y
Y
OBC A399956 07
09/16/2021
09/16/2022
DED I J I RETENTION'S
C
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
OFF CER/MEM EREXCLUD D7 ECUTIVE YIN
(Mandatory in NH)
NIA
N
WZC A399946 07
09/16/2021
09/16/2022
PER$
STATUTE 1 1 OERH
E.L. EACH ACCIDENT S 1,000,000
E.L. DISEASE - EA EMPLOYEE $ 1,000,000
E.L. DISEASE. -POLICY LIMIT $ 1,000,000
If yes, describe under
DESCRIPTION OF OPERATIONS below
B
Architects & Engineers Prof Liab
N
N
LHC H023717 02
09/16/2021
09/16/2022
Claims -Made: $2M Ea Claim/$2M Agg
DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required)
The City of Seal Beach, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents acting as independent contractors in
the role of City officials are Additional Insured on the General Liability and Auto Liability pursuant to the terms and conditions by form 391-1586. Separation of Insureds
provided to the extent allowed by form 391-1003 (pg 73 of 81). Additional Insured is Primary and Noncontributory to the extent provided by form 391-1003 (pg 79 of 81).
Waiver of Subrogation as provided by form 391-1003 (pg 80 of 81). Excess/Umbrella to follow form. Cancellation Notice will be provided to the Certificate Holder pursuant
to endorsement: 401-1235. Such notice is solely for the purpose of informing the Certificate Holder of the effective date of cancellation and does not grant, alter, or extend
any rights or obligations under this policy.
—r ^Arm u^l n=n f_AIUfLFI I ATlnrd
V Tyifif'LU"10 A1.rU1CU VIJRiVI[AI1\/IY. All IIl�11tJ IGAGI YCY.
ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
CITY OF SEAL BEACH
AUTHORIZED REPRESENTATIVE
211 — 8TH STREET
snt,�ALQX
SEAL BEACH CA 90740
V Tyifif'LU"10 A1.rU1CU VIJRiVI[AI1\/IY. All IIl�11tJ IGAGI YCY.
ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD
Hanover
Insurance Group-
OBCA399956 1309570
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
GENERAL LIABILITY SUPPLEMENTARY ENDORSEMENT
This endorsement modifies insurance provided under the following:
BUSINESSOWNERS COVERAGE FORM
A. Additional Insured by Contract, Agreement or
Permit
The following is added to SECTION 11 -
LIABILITY, C. Who Is An Insured:
Additional Insured by Contract, Agreement or
Permit
a. Any person or organization with whom you
agreed in a written contract, written
agreement or permit that such person or
organization to add as an additional insured
on your policy is an additional insured only
with respect to liability for "bodily injury",
"property damage", or "personal and
advertising injury" caused, in whole or in
part, by your acts or omissions, or the acts
or omissions of those acting on your behalf,
but only with respect to:
(1) "Your work" for the additional insured(s)
designated in the contract, agreement
or permit including "bodily injury" or
"property damage" included in the
"products -completed operations hazard"
only if this Coverage Part provides such
coverage.
(2) Premises you own, rent, lease or occupy;
or
(3) Your maintenance, operation or use of
equipment leased to you.
b. The insurance afforded to such additional
insured described above:
(1) Only applies to the extent permitted by
law; and
(2) Will not be broader than the insurance
which you are required by thecontract,
agreement or permit to provide for such
additional insured.
(3) Applies on a primary basis if that is
required by the written contract, written
agreement or permit.
(4) Will not be broader than coverage
provided to any other insured.
(5) Does not apply if the "bodily injury",
"property damage" or "personal and
advertising injury" is otherwise
excluded from coverage under this
Coverage Part, including any
endorsements thereto.
c. This provision does not apply:
(1) Unless the written contract or written
agreement was executed orpermitwas
issued prior to the "bodily injury",
"property damage", or "personal
injury and advertising injury".
(2) To any person or organization included
as an insured by another endorsement
issued by us and made part of this
Coverage Part.
(3) To any lessor of equipment:
(a) After the equipment lease expires;
or
(b) If the "bodily injury", "property
damage", or "personal and
advertising injury" arises out of sole
negligence of the lessor
(4) To any:
(a) Owners or other interests from
whom land has been leased if the
"occurrence" or offense takes place
or the offense is committed after
the lease for the land expires; or
(b) Managers or lessors of premises if:
(i) The "occurrence" takes place or
the offense is committed after
you cease to be a tenant in that
premises; or
(ii) The "bodily injury", "property
damage", "personal injury" or
"advertising injury" arises out of
structural alterations, new
construction or demolition
operations performed by or on
behalf of the manager or lessor.
(5) To "bodily injury", "property damage" or
"personal and advertising injury" arising
out of the rendering of or the failure to
render any professional services.
This exclusion applies even if the claims
against any insured allege negligence
or other wrongdoing in the supervision,
hiring, employment, training or
monitoring of others by that insured, if
the "occurrence" which caused the
"bodily injury" or "property damage" or
the offense which caused the "personal
and advertising injury" involved the
rendering of or failure to render any
professional services by or for you.
d. With respect to the insurance afforded to
these additional insureds, the following is
added to SECTION 11 - LIABILITY, D. Liability
and Medical Expense Limits of Insurance:
The most we will pay on behalf of the
additional insured for a covered claim is the
lesser of the amount of insurance:
391-1586 08 16 Includes copyrighted material of Insurance Services Offices, Inc., with its permission. Page 1 of 2
1. Required by the contract, agreement or
permit described in Paragraph a.; or
2. Available under the applicable Limits of
Insurance shown in the Declarations.
This endorsement shall not increase the
applicable Limits of Insurance shown in the
Declarations
B. Aggregate Limits of Insurance per Project or per
Location I
The following changes are made to SECTION II -
LIABILITY:
1. The following is added to SECTION II -
LIABILITY, D. Liability and Medical
Expenses Limits of Insurance, paragraph 4:
The Aggregate Limits of Insurance apply
separately to each of "your projects" or each
"location" 'listed in the Declarations.
2. For the purpose of coverage provided by
this endorsement only, the following is
added to SECTION I! -LIABILITY, F. Liability
And Medical Expenses Definitions:
1. "Your project" means:
a. Any premises, site or "location" at,
on, or in which "your work" is
not yet completed; and
b. Does not include any "location" listed
in the Declarations.
2. "Location" means premises involving the
same or connecting lots, or premises
whose connection is interrupted only by
a street, roadway, waterway or
right-of-way of a railroad.
ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED.
3914586 08 16 Includes copyrighted material of Insurance Services Offices, Inc., with its permission. Page 2 Of 2
"property damage" included
in the "products -completed
operations hazard";
(b) Plus medical expenses;
(c) Plus' all "personal and
advertising injury" caused by
offenses committed;
is twice the Liability And Medical
Expenses Limit.
b. The Aggregate Limits of Insurance
apply separately to each of your
"locations" owned by or rented to you.
"Location" means premises involving
the same or connecting lots, or
premises whose connection is
interrupted only by a street, roadway,
waterway or right-of-way of a railroad.
6. The Limits of Insurance of SECTION 11 -
LIABILITY apply separately to each
consecutive annual period and to any
remaining period of less than 12 months,
starting with the beginning of the policy
period shown in the Declarations, unless
the policy period is extended after
issuance for an additional period of less
than 12 months. In that case, the
additional period will be deemed part of
the last preceding period for purposes of
determining the Limits of Insurance.
E. Liability and Medical Expenses General
Conditions
1. Bankruptcy
Bankruptcy or insolvency of the insured or
of the insured's estate will not relieve us
of our obligations under this Coverage
Part.
2. Duties in the Event of Occurrence,
Offense, Claim or Suit
a. You must see to it that we are notified
as soon as practicable of an
"occurrence" or an offense which may
result in a claim. To the extent
possible, notice should include:
(1) How, when and where the
"occurrence" or offense took
place;
(2) The names and addresses of any
injured persons and witnesses;
and
(3) The nature and location of any
injury or damage arising out of the
"occurrence" or offense.
b. If a claim is made or "suit" is brought
against any insured, you must:
(1) Immediately record the specifics
of the claim or "suit" and the date
received; and
(2) Notify us as soon as practicable.
Hanover
Insurance Group-
OBCA399956 1309570
You must see to it that we receive
written notice of the claim or "suit"
as soon as practicable.
c. You and any other involved insured
must:
(1) Immediately send us copies of
any demands, notices,
summonses or legal papers
received in connection with the
claim or "suit";
(2) Authorize us to obtain records
and other information;
(3) Cooperate with us in the
investigation, or settlement of
the claim or defense against the
"suit"; and
(4) Assist us, upon our request, in
the enforcement of any right
against any person or
organization that may be liable
to the insured because of injury
or damage to which this
insurance may also apply.
d. No insured will, except at that
insured's own cost, voluntarily make
a payment, assume any obligation,
or incur any expense, other than for
first aid, without our consent.
3. Legal Action Against Us
No person or organization has a right
under this Coverage Part:
a. To join us as a party or otherwise
bring us into a "suit" asking for
damages from an insured; or
b. To sue us on this policy unless all of
its terms have been fully complied
with.
A person or organization may sue us to
recover on an agreed settlement or on a
final judgment against an insured; but
we will not be liable for damages that
are not payable under the terms of this
policy or that are in excess of the
applicable Limit of Insurance. An agreed
settlement means a settlement and
release of liability signed by us, the
insured and the claimant or the
claimant's legal representative.
4. Separation of Insureds
Except with respect to the Limits of
Insurance under SECTION II -
LIABILITY, and any rights or duties
specifically assigned in this Coverage
Part to the first Named Insured, this
insurance applies:
a. As if each Named Insured were the
only Named Insured; and
b. Separately to each insured against
whom claim is made or "suit" is
brought.
3914003 08 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 73 of 81
1. SECTION I - PROPERTY, if two or more of
this coverage part's coverages apply to
the same loss or damage, we will not pay
more than the actual amount of the loss or
damage.
2. SECTION 11 - LIABILITY, it is our stated
intent that the various Coverage Parts,
forms, endorsements or policies issued to
the named insured by us, or any company
affiliated with us, do not provide any
duplication or overlap of coverage for the
same claim, "suit", "occurrence", offense,
accident, "wrongful act" or loss. We will
not pay more than the actual, amount of
the loss or damage.
If this Coverage Part and any other
Coverage Part, form, endorsement or
policy issued to the named insured by us,
or any company affiliated with us, apply to
the same claim, "suit", occurrence,
offense, accident, "wrongful act" or loss,
the maximum Limit of Insurance under all
such Coverage Parts, forms,
endorsements or policies combined shall
not exceed the highest applicable Limit of
Insurance under any one Coverage Part,
form, endorsement or policy.
This condition does not apply to any
Excess or Umbrella Policy issued by us
specifically to apply as excess insurance
over this policy.
G. Liberalization
If we adopt any revision that would broaden
the coverage under this policy without
additional premium within 45 days prior to or
during the policy period, the broadened
coverage will immediately apply to this policy.
H. Other Insurance
1. SECTION I - PROPERTY
If there is other insurance covering the
same loss or damage, we will pay only for
the amount of covered loss or damage in
excess of the amount due from that other
insurance, whether you can collect on it or
not. But, we will not pay more than the
applicable Limit of Insurance of SECTION 1
- PROPERTY.
2. SECTION II - LIABILITY
If other valid and collectible insurance is
available to the insured for a loss we
cover under SECTION II - LIABILITY, our
obligations are limited as follows:
a. Primary Insurance
This insurance is primary except when
paragraphb. below applies. If this
insurance is primary, our obligations
are not affected unless any of the
other insurance is also primary. Then,
we will share with all that other
insurance by the method described in
paragraph c. below.
Hanover
Insurance Group_
OBCA399956 1309570
However, if you agree in a written
contract, written agreement, or
written permit that the insurance
provided to any person or
organization included as an
Additional Insured under this
Coverage Part is primary and
non-contributory, we will not seek
contribution from any other
insurance available to that Additional
Insured which covers the Additional
Insured as a Named Insured except:
(1) For the sole negligence of the
Additional Insured; or
(2) When the Additional Insured is
an Additional Insured under
another liability policy.
b. Excess Insurance
This insurance is excess over:
(1) Any of the other insurance,
whether primary, excess,
contingent or on any other basis:
(a) That is Fire, Extended
Coverage, Builder's Risk,
Installation Risk or similar
coverage for "your work";
(b) That is Property Insurance for
premises rented to you or
temporarily occupied by you
with permission of the owner;
(c) That is insurance purchased
by you to cover your liability
as a tenant for "property
damage" to premises rented
to you or temporarily
occupied by you with
permission of the owner; or
(d) If the loss arises out of the
maintenance or use of
aircraft, "autos" or watercraft
to the extent not subject to
SECTION II - LIABILITY,
Exclusion g. Aircraft, Auto or
Watercraft; and
(2) Any other primary insurance
available, to you covering liability
for damages arising out of the
premises or operations, or the
products and completed
operations, for which you have
been added as an additional
insured by attachment of an
endorsement.
When this insurance is excess, we
will have no duty under SECTION II -
LIABILITY to defend the insured
against any "suit" if any other
insurer has a duty to defend the
insured against that "suit". If no other
insurer defends, we will undertake to
do so, but we will be entitled to the
391-1003 08 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 79 of 81
t insured's rights against all those other
premium in accordance with our rates and
insurers.
rules then in effect.
c. When this insurance is excess over other
3. With our consent, you may continue this
insurance, we will pay only our share of
policy in force by paying a continuation
the amount of the loss, if any, that
premium for each successive one-year
exceeds the sum of:
period. The premium must be:
(1) The total amount that all such other
a. Paid to us prior to the anniversary
insurance would pay for the loss in
date; and
the absence of this insurance; and
b. Determined in accordance with
(2) The total of all deductible and
paragraph 2. above.
self-insured amounts under all that
Our forms then in effect will apply. If you
other insurance.
do not pay the continuation premium, this
d. We will share the remaining loss, if any,
policy will expire on the first anniversary
with any other insurance that is not
date that we have not received the
described in this provision and was not
premium.
bought specifically to apply in excess of
4. Undeclared exposures or change in your
the Limits of Insurance shown in the
business operation, acquisition or use of
Declarations for this Coverage.
'locations may occur during the policy
e. Method of Sharing
period that is not shown in the
If all of the other insurance permits
Declarations. If so, we may require an
contribution by equal shares, we will
additional premium. That premium will be
follow this method also. Under this
determined in accordance with our rates
approach each insurer contributes equal
and rules then in effect.
amounts until it has paid its applicable
J. Premium Audit
Limit of Insurance or none of the loss
1. This policy is. subject to audit if a premium
remains, whichever comes first.
designated as an advance premium is
If any of the other insurance does not
shown in the Declarations. We will
permit contribution by equal shares, we
compute the final premium due when we
will contribute by limits. Under this
determine your actual exposures.
method, each insurer's share is based on
2. Premium shown in this policy as advance
the ratio of its applicable Limit of
premium is a deposit premium only. At the
Insurance to the total applicable limits of
close of each audit period, we will
insurance of all insurers.
_ compute the earned premium for that
f. When this insurance is excess, we will
period and send notice to the first Named
have no duty under Business Liability
Insured. The due date for audit premiums
Coverage to defend any claim or "suit"
is the date shown as the due date on the
that any other insurer has a duty to
bill. If the sum of the advance and audit
defend. If no other insurer defends, we
premiums paid for the policy period is
will undertake to do so; but we will be
greater than the earned premium, we will
entitled to the insured's rights against all
return the excess to the first Named
those other insurers.
Insured.
I. Premiums
3. The first Named Insured must keep
1. The first Named Insured shown in the
records of the information we need for
Declarations:
premium computation and send us copies
at such times as we may request.
a. responsible for the payment of all
premiums; and
p
K. Transfer of Rights of Recovery Against Others
g ry g
to Us
b. Will be the payee for any return
premiums we pay.
1. Applicable to SECTION 1 - PROPERTY
2. The premium shown in the Declarations was
Coverage:
computed based on rates in effect at the time
If an organization to or for
y person or or 9
the policy was issued. On each renewal,
whom we make payment under this policy
continuation or anniversary of the effective
has rights to recover damages from
date of this policy, we will compute the
another, those rights are transferred to us
to the extent of our payment. That person
or organization must do everything
necessary to secure our rights and must
do nothing after loss to impair them. But
you may waive your rights against another
party in writing:
391-1003 08 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 80 of 81
a. Prior to a loss to your Covered
Property.
b. After a loss to your Covered Property
only if, at time of loss, that party is
one of the following:
(1) Someone insured by this
insurance;
(2) A business firm:
(a) Owned or controlled by you;
or
(b) That owns or controls you; or
(3) Your tenant.
You may also accept the usual bills of
lading or shipping receipts limiting the
liability of carriers.
This will not restrict your insurance.
2. Applicable to SECTION II - LIABILITY
Coverage:
If the insured has rights to recover all or
part of any payment we have made
under this Coverage Part, those rights
are transferred to us. The insured must
do nothing after loss to impair such
rights. At our request, the insured will
bring "suit" or transfer those rights to us
and help us enforce them.
Hanover
Insurance Group-
OBCA399956 1309570
We waive any right of recovery we may
have against any person or
organization with whom you have a
written contract, permit or agreement
to waive any rights of recovery against
such person or organization because of
payments we make for injury or
damage arising out of your ongoing
operations or "your work" done under a
contract with that person or
organization and included in the
"products -completed operations
hazard".
This condition does not apply to
Medical Expenses Coverage.
L. Transfer of Your Rights and Duties Under
This Policy
Your rights and duties under this policy
may not be transferred without our written
consent except in the case of death of an
individual Named Insured. If you die, your
rights and duties will be transferred to your
legal representative but only while that
legal representative is acting within the
scope of their duties as your legal
representative. Until your legal
representative is appointed, anyone with
proper temporary custody of your property
will have your rights and duties but only
with respect to that property.
391-1003 08 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 81 of 81
Hanover
Insurance Group-
OBCA399956 1309570
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
NOTICE OF CANCELLATION TO DESIGNATED ENTITY(S)
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
COMMERCIAL LIABILITY UMBRELLA COVERAGE PART
HANOVER COMMERCIAL FOLLOW FORM EXCESS AND UMBRELLA POLICY
COMMERCIAL PROPERTY COVERAGE PART
BUSINESS AUTO COVERAGE FORM
BUSINESSOWNERS COVERAGE FORM
SCHEDULE
Name of Designated Enti Mailing Address or Email Address
9 �Y 9
Number
Days Notice
CITY OF SEAL BEACH
30
211 -8TH STREET
SEAL BEACH
CA 90740
(Information required to complete this Schedule, if not shown above, will be shown in the Declarations.)
If we cancel this policy for any reason other than nonpayment of premium, we will give written notice of
such cancellation to the Designated Entity(s) shown in the Schedule. Such notice may be delivered or sent
by any means of our choosing. The notice to the Designated Entity(s) will state the effective date of
cancellation.
Unless otherwise noted in the Schedule above, such notice will be provided to the Designated Entity(s) no
more than the number of days in advance of the effective date of cancellation that we are required to
provide to the Named Insured for such cancellation.
Such notice of cancellation is solely for the purpose of informing the Designated Entity(s) of the effective
date of cancellation and does not grant, alter, or extend any rights or obligations under this policy.
ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED.
401-1235 12 14 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 1