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HomeMy WebLinkAboutAGMT - Michael Baker International Inc & Amendment 1 (Update and Preparation of Safety and Environmental Justice General Plan Elements)PROFESSIONAL SERVICES AGREEMENT Amendment No. 1 for Update and Preparation of Safety and Environmental Justice General Plan Elements Between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 F-0 Michael Baker International, Inc. 5 Hutton Centre Drive, Suite 5.00 Santa Ana, CA 92707 This Amendment No. 1, dated February 27, 2023, amends that certain agreement (Agreement) made as of January 24, 2022 by and between the City of Seal Beach (City), a California charter city, and Michael Baker International, Inc., a Pennsylvania corporation, (Consultant). RECITALS A. City and Consultant are parties to the Agreement, pursuant to which Consultant provides consulting services to prepare certain Elements. of the City's General Plan. ' B. City and Consultant wish to amend the Agreement for Consultant to continue providing such services through January 30, 2025. AMENDMENT NO.A- NOW, THEREFORE and in consideration of the foregoing and of the mutual covenants and promises herein set forth, the parties agree to amend the Agreement as follows: Section 1. Section 2.0 (Term) of the Agreement is hereby amended to read as follows: The term of this Agreement shall commence January 1, 2022 and shall remain in full force and effect until January 30, 2025, unless sooner terminated as provided in Section 5.0 of this Agreement. Section 2. All references to the term "Agreement' throughout Sections 1.0 through 28.0 inclusive, of the Agreement are hereby modified to include the this Amendment No. 1, dated February 27, 2023, as if all of those terms are fully set forth therein. Section 3. Except as expressly modified or supplemented by this Amendment No. 1, all other provisions of the Agreement shall remain unaltered and in full force and effect. Section 4. The person(s) executing this Amendment No. 1 on behalf of Consultant warrants that he or she is fully authorized to execute this Amendment No. 1 on behalf of said Party, and that by his or her execution, Consultant is formally bound to the provisions of this Amendment No. 1. IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. 2 of 3 CITY OF SEAL BEACH CONSULTANT: Michael Baker International, Inc., a Pennsylvania By:S4U�A Corporation Jil R ngram, City Manag By: AL a&d S" BEq��,� k AttoQpRW Name: Richard Beck es � �� . 2 • Vice President By: lori D. Har r, By: 7"1/4 M Approved as to For Name: Tanya Bilezikjian Its: Assistant Secretary By: Craig A. Steele, City Attorney (Please note, two signatures required for corporations pursuant to California Corporations Code Section 393 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.) A� �® CERTIFICATE OF LIABILITY INSURANCE DATEO(M16/202YYYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: if the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be,endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER NAMCONTACT Aon Risk Services Central, Inc. Pittsburgh PA office PHONE(866) 283-7122 FAX (800) 363-0105 (arc. No. Ext): Arc. No.): EQT Plaza - suite 2700 625 Liberty Avenue E-MAIL ADDRESS: Pittsburgh PA 15222-3110 USA INSURER(S)AFFORDING COVERAGE NA1C# INSURED INSURERA: American Guarantee & Liability Ins c0 26247 Michael Baker international, Inc. 3100 zinfandel Drive, suite 125 Rancho Cordova CA 95670 USA INSURER B: Allied world surplus Lines insurance Co 24319 INSURER C: Zurich American Ins Co 16535 INSURER D: INSURER E: INSURER F: GUVrKAUt_, GCHIIHL;AIt N1UMI3tR: b/UUU4Ulyb2b REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INSR LTR TYPEOFINSURANCE ADD INSO Win) SUEIR NUMBER POLICYFFF ADD POLICY XP O LIMITS C X COMMERCIAL GENERAL LIABILITY GLO 0 EACH OCCURRENCE $2,000,00E CLAIMS -MADE X❑OCCUR $1,000,000 PREMISES Ea occurrence MED EXP (Any one person) $10,000 PERSONAL &ADV INJURY $2,000,000 GENIAGGREGATE LIMITAPPLIES PER: GENERALAGGREGATE $4,000,000 POLICY ❑X PRCO-- FX LOC JE PRODUCTS-COMP/OPAGG $4,000,000 OTHER: SIR/Deductible $250,000 C AUTOMOBILE LIABILITY BAP4197284-01 08/30/2022 08/30/2023 COMBINED SINGLE LIMIT S2,000,000 Ea accident BODILY INJURY ( Per person) ANYAUTO BODILY INJURY (Per accident) OWNED SCHEDULED AUTOS ONLY AUTOS HIRED AUTOS X NON -OWNED IX ONLY AUTOS ONLY PROPERTY DAMAGE Per accident Deductible $100,000 A X I UM13RELLALIA13X OCCUR AUC053258204 08/30/2022 08/30/2023 EACH OCCURRENCE $10,000,000 EXCESS UAB CLAIMS -MADE AGGREGATE $10,000,000 DED I X IRETENTION S10, 000 C C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y/ N ANY PROPRIETOR / PARTNER/ EXECUTIVE OFFICER/MEMBEREXCLUDED? (Mandatory in NH) It yes, descdbe under DESCRIPTION OF OPERATIONS below N/A WC419728201 ADS WC419728501 wi 08/30/2022 08/30/2022 08/30/2023 08/30/2023 X I PER STATUTE I OTH- ER E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE -EA EMPLOYEE $1,000,000 E.L. DISEASE -POLICY LIMB $1,000,000 B E&O-PL-Primary 03124806 08/30/2022 08/30/2023 Per claim $5,000,000 claims Made Aggregate $5,000,000 SIR applies per policy terns & conditions SIR/Deductible $200,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) For Named insured Only: Attn: Pam warfield. RE: Local Coastal Plan Update. city of seal Beach, its officers, officials, employees, designated volunteers and agents are included as Additional Insured in accordance with the policy provisions of the General Liability and Automobile Liability policies. General Liability and Automobile Liability policies evidenced herein is Primary and Non-contributory to other insurance available to an Additional Insured, but only in accordance with the policy's provisions. A Waiver of subrogation is granted in favor of certificate Holder in accordance with the policy provisions of the General Liability, Automobile Liability and workers' compensation policies. should General Liability, Automobile Liability and workers' compensation policies be cancelled before the expiration date thereof, the policy provisions will govern how notice CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. city of seal Beach AUTHORIZED REPRESENTATIVE Attn: city Manager 211 Eighth Street Seal Beach CA 90740 USA (�/% e=%G �sl.>•rr�etiTO i!G ✓9za ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD Ir Z x Lu Lu 0 U M d c m .a d a 0 2 O Z m !6 Q 0) d V P— AGENCY CUSTOMER ID: 570000027699 LOC #: ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY Aon Risk services central, Inc. NAMEDINSURED Michael Baker International, Inc'. POLICY NUMBER see certificate Number: 570094919625 CARRIER see certificate Number: 570094919625 NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Additional Description of Operations / Locations / Vehicles: of cancellation may be delivered to certificate Holders in accordance with the policy provisions of each policy. ACORD 101 (2008/01) ® 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD V, N m Additional Insured — Automatic — Owners, Lessees Or ZURICH Contractors THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Policy No. GLO 4197281-01 Effective Date: 08/30/2022 This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part A. Section II — Who Is An Insured is amended to include as an additional insured any person or organization whom you are required to add as an additional insured under a written contract or written agreement executed by you, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" and subject to the following: 1. If such written contract or written agreement specifically requires that you provide that the person or organization be named as an additional insured under one or both of the following endorsements: a. The Insurance Services Office (ISO) ISO CG 20 10 (10/01 edition); or b. The ISO CG 20 37 (10/01 edition), such person or organization is then an additional insured with respect to such endorsement(s), but only to the extent that "bodily injury", "property damage" or "personal and advertising injury" arises out of: (1) Your ongoing operations, with respect to Paragraph 1.a. above; or .(2) "Your work", with respect to Paragraph 1.b. above, which is the subject of the written contract or written agreement. However, solely with respect to this Paragraph 1., insurance afforded to such additional insured: (a) Only applies if the "bodily injury", "property damage" or "personal and advertising injury" offense occurs during the policy period and subsequent to your execution of the written contract or written agreement; and (b) Does not apply to "bodily injury' or "property damage" caused by "your work" and included within the "products -completed operations hazard" unless the written contract or written agreement specifically requires that you provide such coverage to such additional insured. 2. If such written contract or written agreement specifically requires that you provide that the person or organization be named as an additional insured under one or both of the following endorsements: a. The Insurance Services Office (ISO) ISO CG 20 10 (07/04 edition); or b. The ISO CG 20 37 (07/04 edition), such person or organization is then an additional insured with respect to such endorsement(s), but only to the extent that "bodily injury", "property damage" or "personal and advertising injury" is caused, in whole or in part, by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf, U -GL -2162-A CW (02/19) Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc., with its permission. in the performance of. (a) Your ongoing operations, with respect to Paragraph 2.a. above; or (b) "Your work" and included in the "products -completed operations hazard", with respect to Paragraph 2.b. above, which is the subject of the written contract or written agreement. However, solely with respect to this Paragraph 2., insurance afforded to such additional insured: (i) Only applies if the "bodily injury', "property damage" or "personal and advertising injury' offense occurs during the policy period and subsequent to your execution of the written contract or written agreement; and (ii) Does not apply to "bodily injury" or "property damage" caused by "your work" and included within the "products -completed operations hazard" unless the written contract or written agreement specifically requires that you provide such coverage to such additional insured. 3. If neither Paragraph 1. nor Paragraph 2. above apply and such written contract or written agreement requires that you provide that the person or organization be named as an additional insured: a. Under the ISO CG 20 10 (04/13 edition, any subsequent edition or if no edition date is specified); or b. With respect to ongoing operations (if no form is specified), such person or organization is then an additional insured only to the extent that "bodily injury", "property damage" or "personal and advertising injury" is caused, in whole or in part by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf, in the performance of your ongoing operations, which is the subject of the written contract or written agreement. However, solely with respect to this Paragraph 3., insurance afforded to such additional insured: (a) Only applies to the extent permitted by law; (b) Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured; and (c) Only applies if the "bodily injury", "property damage" or "personal and advertising injury" offense occurs during the policy period and subsequent to your execution of the written contract or written agreement. 4. If neither Paragraph 1. nor Paragraph 2. above apply and such written contract or written agreement requires that you provide that the person or organization be named as an additional insured: a. Under the ISO CG 20 37 (04/13 edition, any subsequent edition or if no edition date is specified); or b. With respect to the "products -completed operations hazard" (if no form is specified), such person or organization is then an additional insured only to the extent that "bodily injury" or "property damage" is caused, in whole or in part by "your work" and included in the "products -completed operations hazard", which is the subject of the written contract or written agreement. However, solely with respect to this Paragraph 4., insurance afforded to such additional insured: (1) Only applies to the extent permitted by law; (2) Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured; (3) Only applies if the "bodily injury" or "property damage" occurs during the policy period and subsequent to your execution of the written contract or written agreement; and (4) Does not apply to "bodily injury" or "property damage" caused by "your work" and included within the "products -completed operations hazard" unless the written contract or written agreement specifically requires that you provide such coverage to such additional insured. U -GL -2162-A CW (02/19) Page 2 of 4 Includes copyrighted material of Insurance Services Office, Inc., with its permission. B. Solely with respect to the insurance afforded to any additional insured referenced in Section A. of this endorsement, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or failure to render, any professional architectural, engineering or surveying services including: 1. The preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or 2. Supervisory, inspection, architectural or engineering activities:- This ctivities 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 the failure to render any professional architectural, engineering or surveying services. C. Solely with respect to the coverage provided by this endorsement, the following is added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV — Commercial General Liability Conditions: The additional insured must see to it that: (1) We are notified as soon as practicable of an "occurrence" or offense that may result in a claim; (2) We receive written notice of a claim or "suit" as soon as practicable; and (3) A request for defense and indemnity of the claim or "suit" will promptly be brought against any policy issued by another insurer under which the additional insured may be an insured in any capacity. This provision does not apply to insurance on which the additional insured is a Named Insured if the written contract or written agreement requires that this coverage be primary and non-contributory. D. Solely with respect to the coverage provided by this endorsement: 1. The following is added to the Other Insurance Condition of Section IV — Commercial General Liability Conditions: Primary and Noncontributory insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured provided that: a. The additional insured is a Named Insured under such other insurance; and b. You are required by written contract or written agreement that this insurance be primary and not seek contribution from any other insurance available to the additional insured. 2. The following paragraph is added to Paragraph 4.b. of the Other Insurance Condition under Section IV — Commercial General Liability Conditions: This insurance is excess over: Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing coverage for the same "occurrence", offense, claim or "suit". This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by a written contract or written agreement to provide coverage to the additional insured on a primary and non- contributory basis. E. This endorsement does not apply to an additional insured which has been added to this Coverage Part by an endorsement showing the additional insured in a Schedule of additional insureds, and which endorsement applies specifically to that identified additional insured. F. Solely with respect to the insurance afforded to an additional insured under Paragraph A.3. or Paragraph A.4. of this endorsement, the following is added to Section III — Limits Of Insurance: Additional Insured — Automatic — Owners, Lessees Or Contractors Limit The most we will pay on behalf of the additional insured is the amount of insurance: U -GL -2162-A CW (02/19) Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc.,.with its permission. 1. Required by the written contract or written agreement referenced in Section A. of this endorsement; or 2. Available under the applicable Limits of Insurance shown in the Declarations, whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. All other terms, conditions, provisions and exclusions of this policy remain the same. U -GL -2162-A CW (02119) Page 4 of 4 Includes copyrighted material of Insurance Services Office, Inc., with its permission. POLICY NUMBER: BAP 4197284-01 COMMERCIAL AUTO CA 20 48 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: MICHAEL BAKER INTERNATIONAL LLC Endorsement Effective Date: 8/30/22 SCHEDULE Name Of Person(s) Or Organization(s): ANY PERSON OR ORGANIZATION TO WHOM OR WHICH YOU ARE REQUIRED TO PROVIDE ADDITIONAL INSURED STATUS OR ADDITIONAL INSURED STATUS ON A PRIMARY, NON-CONTRIBUTORY BASIS, IN A WRITTEN CONTRACT OR WRITTEN AGREEMENT EXECUTED PRIOR TO LOSS, EXCEPT WHERE SUCH CONTRACT OR AGREEMENT IS PROHIBITED BY LAW. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. CA 20 48 1013 C Insurance Services Office, Inc., 2011 Page 1 of 2 POLICY NUMBER: BAP 4197284-01 COMMERCIAL AUTO CA 04 4410 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: MICHAEL BAKER INTERNATIONAL LLC Endorsement Effective Date: SCHEDULE Name(s) Of Person(s) Or Organization(s): ALL PERSONS AND/OR ORGANIZATIONS THAT ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT WITH THE INSURED, EXECUTED PRIOR TO THE ACCIDENT OR LOSS, THAT WAIVER OF SUBROGATION BE PROVIDED UNDER THIS POLICY. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. CA 04 4410 13 C Insurance Services Office, Inc., 2011 Page 1 of 1 Waiver Of Subrogation (Blanket) Endorsement Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer Add'l Prem. Return Prem. GLO 4197281-01 08/30/2022 08/30/2023 15939000 $ INCL $ THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part The following is added to the Transfer Of Rights Of Recovery Against Others To Us Condition: If you are required by a written contract or agreement, which is executed before a loss, to waive your rights of recovery from others, we agree to waive our rights of recovery. This waiver of rights shall not be construed to be a waiver with respect to any other operations in which the insured has no contractual interest. U -GL -925-B CW (12/01) Page 1 of 1 PROFESSIONAL SERVICES AGREEMENT for Update and Preparation of Safety and Environmental Justice General Plan Elements between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 Michael Baker International, Inc. 5 Hutton Centre Drive, Suite 500 Santa Ana, CA 92707 (949) 855-3685 This Professional Service Agreement ("the Agreement') is made as of January 24 , 2022 (the "Effective Date"), by and between Michael Baker International, Inc. ("Consultant"), a Pennsylvania corporation, and the City of Seal Beach ("City"), a California charter city, (collectively, "the Parties"). RECITALS A. City desires certain professional consulting services to update and prepare certain Elements of its General Plan. B. Pursuant to the authority provided by its City Charter and Seal Beach Municipal Code § 3.20.025(C), City desires to engage Consultant to provide professional consulting services in the manner set forth herein and more fully described in Section 1.0. C. Consultant represents that the principal members of its firm are qualified professional planners and are fully qualified to perform the services contemplated by this Agreement in a good and professional manner; and it desires to perform such services as provided herein. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. AGREEMENT 1.0 Scope of Services 1.1. Consultant shall provide those services (collectively "Services") set forth in Consultant's Proposal dated December 21, 2021, 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 accordance with such professional standards, and Consultant and Consultant's staff, shall perform the Services in such manner. Consultant shall, at all times, meet or exceed any and all applicable professional standards of care. The acceptance of Consultant's work by the City shall not operate as a release of Consultant from such standard of care. 2of18 1.5. Consultant will not be compensated for any work performed not specified in the Scope of Services unless the City authorizes such work in advance and in writing. The City Manager may authorize extra work to fund unforeseen conditions up to the amount approved at the time of award by the City Council. Payment for additional work in excess of this amount requires prior City Council authorization. 2.0 Term The term of this Agreement shall commence February 1 , 2022 and shall remain in full force and effect until February 1, 2023 , unless sooner terminated as provided inSection 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 on page 9 of Exhibit A for the Services but in no event will the City pay more than the total not -to -exceed amount of $74,880 (seventy-four thousand, eight hundred eighty dollars) through the Term, except as otherwise authorized pursuant to Section 3.2 hereunder. 3.2. Consultant will not be compensated for any work performed not specified in the Scope of Services unless the City authorizes such work in advance and in writing. The City Manager may authorize extra work to fund unforeseen conditions up to the amount approved at the time of award by the City Council. Payment for additional work in excess of this amount requires prior City Council authorization. Any additional work authorized by the City Council pursuant to this Section will be compensated in accordance with the fee schedule set forth in Exhibit A. 4.0 Method of Payment 4.1. Consultant shall submit to City monthly invoices for all Services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end of the month during which the Services were rendered and shall describe in detail the Services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the Services performed for each day in the period. City will pay Consultant within 30 days of receiving Consultant's invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Consultant. 4.2. Upon 24-hour notice from City, Consultant shall allow City or City's agents or representatives to inspect at Consultant's offices during reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this Agreement. City's rights 3 of 18 under this Section 4.2 shall survive for three (3) years following the termination of this Agreement. 5.0 Termination 5.1. This Agreement may be terminated by City, without cause, or by Consultant based on reasonable cause, upon giving the other party written notice thereof not less than 30 days prior to the date of termination. 5.2. This Agreement may be terminated by City upon 10 days' notice to Consultant if Consultant fails to provide reasonably satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy.. 6.0 Party Representatives 6.1. The City Manager is the City's representative for purposes of this Agreement. 6.2. Eddie Torres is the Consultant's primary representative for purposes of this Agreement. Eddie Torres shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the Services hereunder. Consultant may not change its representative without the prior written approval of City, which approval shall not be unreasonably withheld. 7.0 Notices 7.3. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the United States Mail, first class postage prepaid and addressed to the party at the following addresses: To City: City of Seal Beach 211 -8th Street Seal Beach, California 90740 Attn: City Manager To Consultant: Michael Baker International, Inc. 5 Hutton Centre Drive, Suite 500 Santa Ana, CA 92707 (949) 855-3685 4of18 Attn: Eddie Torres 7.4. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 8.0 Independent Contractor 8.1. Consultant is an independent contractor and not an employee of the City. All work or other Services provided pursuant to this Agreement shall be performed by Consultant or by Consultant's employees or other personnel under Consultant's supervision, and Consultant and all of Consultant's personnel shall possess the qualifications, permits, and licenses required by State and local law to perform such Services, including, without limitation, a City of Seal Beach business license as required by the Seal Beach Municipal Code. Consultant will determine the means, methods, and details by which Consultant's personnel will perform the Services. Consultant shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Services and compliance with the customary professional standards. 8.2. All of Consultant's employees and other personnel performing any of the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant and Consultant's personnel shall not supervise any of City's employees; and City's employees shall not supervise Consultant's personnel. Consultant's personnel shall not wear or display any City uniform, badge, identification number, or other information identifying such individual as an employee of City; and Consultant's personnel shall not use any City e-mail address or City telephone number in the performance of any of the Services under this Agreement. Consultant shall acquire and maintain at its sole cost and expense such vehicles, equipment and supplies as Consultant's personnel require to perform any of the Services required by this Agreement. Consultant shall perform all Services off of City premises at locations of Consultant's choice, except as otherwise may from time to time be necessary in order for Consultant's personnel to receive projects from City, review plans on file at City, pick up or deliver any work product related to Consultant's performance of any Services under this Agreement, or as may be necessary to inspect or visit City locations and/or private property to perform such Services. City may make a computer available to Consultant from time to time for Consultant's personnel to obtain information about or to check on the status of projects pertaining to the Services under this Agreement. 8.3. Consultant shall be responsible for and pay all wages, salaries, benefits and other amounts due to Consultant's personnel in connection with their performance of any Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, other 5of18 retirement or pension benefits, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Notwithstanding any other agency, State, or federal policy, rule, regulation, statute or ordinance to the contrary, Consultant and any of its officers, employees, agents, and subcontractors providing any of the Services under this Agreement shall not become entitled to, and hereby waive any claims to, any wages, salaries, compensation, benefit or any incident of employment by City, including but not limited to, eligibility to enroll in, or reinstate to membership in, the California Public Employees Retirement System ("PERS") as an employee of City, and entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits. 9.0 PERS Compliance and Indemnification 9.1. General Requirements. The Parties acknowledge that City is a local agency member of PERS, and as such has certain pension reporting and contribution obligations to PERS on behalf of qualifying employees. Consultant agrees that, in providing its employees and any other personnel to City to perform any work or other Services under this Agreement, Consultant shall assure compliance with the Public Employees' Retirement Law, commencing at Government Code § 20000, the regulations of PERS, and the Public Employees' Pension Reform Act of 2013, as amended. Without limitation to the foregoing, Consultant shall assure compliance with regard to personnel who have active or inactive membership in PERS and to those who are retired annuitants and in performing this Agreement shall not assign or utilize any of its personnel in a manner that will cause City to be in violation of the applicable retirement laws and regulations. 9.2. Indemnification. Consultant shall defend (with legal counsel approved by City, whose approval shall not be unreasonably withheld), indemnify and hold harmless City, and its City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Consultant's violation of any provisions of this Section 9.0. This duty of indemnification is in addition to Consultant's duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. 10.0 Confidentiality Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure. All City data shall be returned to City upon the termination of this Agreement. Consultant's covenant under this Section shall survive the termination of this Agreement. The preceding restriction shall 6of18 not apply to information which is in the public domain, was previously known to Consultant, was acquired by Consultant from others who have no confidential relationship to City with respect to same, or which through no fault of Consultant, comes into the public domain. Consultant shall not be restricted from releasing information, including confidential information, in response to a subpoena, court order, or other legal process. Consultant shall not be required to resist such subpoena, court order, or legal process, but shall promptly notify City in writing of the demand for information before Consultant responds to such demand. 11.0 Subcontractors No portion of this Agreement shall be subcontracted without the prior written approval of the City. Consultant is fully responsible to City for the performance of any and all subcontractors. 12.0 Assignment Consultant shall not assign or transfer any interest in this Agreement whether by assignment or novation, without the prior written consent of City. Any purported assignment without such consent shall be void and without effect. 13.0 Inspection and Audit of Records Consultant shall maintain complete and accurate records with respect to all Services and other matters covered under this Agreement, including but expressly not limited to, all Services performed, salaries, wages, invoices, time cards, cost control sheets, costs, expenses, receipts and other records with respect to this Agreement. Consultant shall maintain adequate records on the Services provided in sufficient detail to permit an evaluation of all Services in connection therewith. All such records shall be clearly identified and readily accessible. At all times during regular business hours, Consultant shall provide City with free access to such records, and the right to examine and audit the same and to make copies and transcripts as City deems necessary, and shall allow inspection of all program data, information, documents, proceedings and activities and all other matters related to the performance of the Services under this Agreement. Consultant shall retain all financial and program service records and all other records related to the Services and performance of this Agreement for at least three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. City's rights under this Section 13.0 shall survive for three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. 14.0 Safety Requirements All work performed under this Agreement shall be performed in such a manner as to provide safety to the public and to meet or exceed the safety standards outlined by CAL OSHA. The City may issue restraint or cease and desist orders 7of18 to Consultant when unsafe or harmful acts are observed or reported relative to the performance of the Services. Consultant shall maintain the work sites free of - hazards to persons and property resulting from its operations. Consultant shall immediately report to the City any hazardous condition noted by Contractor. 15.0 Insurance 15.1. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that Consultant has secured all insurance required under this Section. Consultant shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf and shall be on forms provided by the City if requested. All certificates and endorsements shall be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. Consultant shall, at its expense, procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); (3) Workers' Compensation and Employer's Liability coverages; and (4) if required by the City, Professional Liability coverage (or Errors and Omissions coverage). Consultant shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; (3) Workers' Compensation in the amount required by law and Employer's Liability: $1,000,000 per accident and in the aggregate for bodily injury or disease; and (4) Professional Liability (or Errors and Omissions Liability, as appropriate): $1,000,000 per claim/aggregate, and if a "claims made" policy is provided, then the policy shall provide an extended reporting period of not less than three years. 15.2. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to state: (1) coverage shall not be canceled except after 30 days prior written notice by mail, has been given to the City; (2) except for professional liability insurance, any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, (3) the commercial general and automobile liability coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage and that any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it; (4) for general liability insurance, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the services or operations performed by or on behalf of the, Consultant, including materials, parts or equipment furnished in connection with such work; and (5) for automobile liability, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible. 15.3. All insurance required by this Section shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents, and volunteers. 15.4. Any deductibles or self-insured retentions shall be declared to and approved by the City. 16.0 Indemnification, Hold Harmless, and Duty to Defend 16.1. Indemnity for Professional Services. To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, defend, indemnify and hold harmless the City, its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively "Indemnitees" in this Section 16.0), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, and losses of any nature whatsoever,. including fees of accountants and other professionals, and all costs associated therewith, and reimbursement of reasonable attorneys' fees and costs of defense (collectively "Claims"), whether actual, alleged or threatened, which arise out of, pertain to, or relate to, in whole or in part, the negligence, recklessness or willful misconduct of Consultant, and/or its officers, agents, servants, employees, subcontractors, contractors or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of professional services under this Agreement. Consultant shall pay all costs and expenses, including all reasonable attorneys' fees and experts' costs actually incurred in 9of18 connection with such defense. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by the Indemnitees in connection therewith. The parties expressly agree that this indemnity provision under 16.1 does not include, and in no event shall Consultant be required to assume, any obligation or duty to defend any claims, causes of action, demands, or proceedings in connection with or arising out of this Agreement or the services rendered by the Consultant. 16.2. Other Indemnitees. Other than in the performance of professional services, and to the fullest extent permitted by law, Consultant shall, at its sole cost and expense, protect, defend, hold harmless and indemnify the Indemnitees from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, and losses of any nature whatsoever, including reasonable fees of accountants, attorneys and other professionals, and all costs associated therewith, (collectively "Damages"), in law or equity, whether actual, alleged or threatened, to the extent caused by the acts or omissions of Consultant, its officers, agents, servants, employees, subcontractors, materialmen, suppliers, or contractors, or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of this Agreement, except for Damages arising from the negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. With respect to this Section 16.2, Consultant shall defend the Indemnitees in any action or actions filed in connection with any Damages, and shall pay all costs and expenses, including all reasonable attorneys' fees and experts' costs actually incurred in connection with such defense. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by the Indemnitees in connection therewith. 16.3. Subcontractor Indemnification. Consultant shall obtain executed indemnity agreements with provisions identical to those in this Section 16.0 from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. If Consultant fails to obtain such indemnities, Consultant shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Claims in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant's subcontractor, its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual that Consultant's subcontractor shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence, except for Claims or Damages arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. 16.4. In no event shall either City or Consultant have any claim or right against the other, whether in contract, warranty, tort (including negligence), strict 10 of 18 liability or otherwise, for any special, indirect, incidental, or consequential damages of any kind or nature whatsoever, such as but not limited to loss of revenue, loss of profits on revenue, loss of customers or contracts, loss of use of equipment or loss of data, work interruption, increased cost of work or cost of any financing, howsoever caused, even if same were reasonably foreseeable.. 16.5. Consultant's covenants under this Section 16.0 shall survive the expiration or termination of this Agreement. 17.0 Equal Opportunity Consultant affirmatively represents that it is an equal opportunity employer. Consultant shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, sexual orientation, or age. Such non-discrimination includes, but is not limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. 18.0 Labor Certification By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code and agrees to comply with such provisions before commencing the performance of the Services. 19.0 Prevailing Wage and Payroll Records If this Agreement calls for services that, in whole or in part, constitute "public works" as defined in the California Labor Code, then Consultant shall comply in all respects with all applicable provisions of the California Labor Code, including those set forth in Exhibit B, attached hereto and incorporated by reference herein. 20.0 Entire Agreement This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both Parties. 21.0 Severability The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement. 11 of 18 22.0 Governing Law This Agreement shall be governed by and construed in accordance with. the laws of the State of California. 23.0 No Third Party Rights No third party shall be deemed to have any rights hereunder against either party as a result of this Agreement. 24.0 Waiver No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise. 25.0 Prohibited Interests; Conflict of Interest 25.1. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant "financially interested" (as provided in California Government Code §§ 1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained. 25.2. Consultant further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Nor has Consultant paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift. 25.3. Consultant warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, non - contractual, financial, proprietary, or otherwise, in this transaction or in the 12 of 18 business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in this subsection 26.0 Attorneys' Fees If either party commences an action against administrative or otherwise, arising out of or in each party in such litigation shall bear its own incurred in connection therewith. 27.0 Exhibits the other party, either legal, connection with this Agreement, attorneys' fees and other costs All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control. 28.0 Corporate Authority The person executing this Agreement on behalf of Consultant warrants that he or she is duly authorized to execute this Agreement on behalf of said party and that by his or her execution, the Consultant is formally bound to the provisions of this Agreement. 13 of 18 IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. CITY OF SEAL BEACH Attest: Approved as to Steele, City Attorney CONSULTANT: Michael Baker International, Inc, a Pennsylvania Corporatic By: Name: Richard Beck Its: Vice President Assistant Secretary (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 assistant chief financial officer or any treasurer of such corporation.) 14 of 18 EXHIBIT A CONSULTANT'S PROPOSAL DATED DECEMBER 21, 2022 (Attached) 15 of 18 We Make a Difference INTERNATIONAL December 21, 2021 CITY OF SEAL BEACH, COMMUNITY DEVELOPMENT DEPARTMENT Alexa Smittle, Director of Community Development City of Seal Beach 211 8th St, Seal Beach, CA 90740 SUBJECT: Proposal for the City of Seal Beach Safety Element Update and Environmental Justice Element Preparation, for consistency with the recent Housing Element Update Dear Ms. Smittle: Michael Baker International, Inc. (Michael Baker) is pleased to submit our proposal to strategically update the Seal Beach Safety Element for consistency with the recently updated Housing Element and prepare the Seal Beach Environmental Justice Element for incorporation into the City's General Plan. Elements of the City's General Plan have been adopted and updated as needed since 1973, and the latest comprehensive revision to the General Plan took place in 2003. It is our understanding that the latest Housing Element update has triggered the need for consistency revisions in the Safety Element. Because Seal Beach is updating two General Plan Elements concurrently, the City is required by state law to prepare an Environmental Justice Element for adoption. Recognizing achievements the City has made since the last comprehensive General Plan Update in 2003, the Safety Element Update and Environmental Justice Element preparation allows the City to strategically "refresh" goals, policies and objectives while maintaining internal consistency amongst all General Plan Elements. The Safety Element update provides an opportunity to reaffirm existing goals and policies, to revise goals and policies that need updating to reflect changing regulatory requirements, to consider new goals and policies, and to incorporate the 2017 Seal Beach Local Hazard Mitigation Plan creating a cohesive and modernized approach to safety and hazard preparedness. The Environmental Justice Element will codify policies and procedures to ensure the fair treatment and meaningful participation of people of all races, cultures, incomes, and national origins, with respect to the development, adoption, implementation, and enforcement of environmental laws, regulations, and policies. Both elements will be prepared in consistency with the recent Housing Element Update. We have identified an efficient, streamlined, and meaningful approach that is informed by the community and key stakeholders. Our approach will provide Seal Beach with an updated Safety Element and new Environmental Justice Element that will serve the community well into the future. Michael Baker's Principal -in -Charge, Eddie Torres, and Project Manager, Noelle Steele, bring to the City many years of experience managing and preparing General Plan Updates, Local Coastal Programs, Hazard Mitigation Plans and community engagement programs within Orange County and throughout southern 5 Hutton Centre Drive I Santa Ana, CA 92707 M BAKERINTL.CO M Office: 949-472.35051 Fax: 949.837.4122 We Make a Difference INTERNATIONAL California. Furthermore, our team has experience working with the City of Seal Beach as we are currently preparing the Local Coastal Program. We are committed to furthering our professional relationship with the City of Seal Beach, City staff, and the stakeholders in developing the partnership base in order to promote a safe, just, and bright future for the City, its residents, and visitors. This proposal shall remain valid for 120 days after submittal. In addition, the Michael Baker Team has no conflicts of interest in providing services for this assignment and there are no commitments which may impact our ability to perform the requested services. Our team looks forward to the opportunity to align our comprehensive set of services with the needs of the City. Respectfully submitted, Noelle Steele Eddie Torres Project Manager Department Manager Planning & Environmental Services Planning & Environmental Services 5 Hutton Centre Drive I Santa Ana, CA 92707 MBAKER INTL.CO M Office: 949.472.3505 I Fax: 949.837.4122 We Make a Difference INTERNATIONAL "Exhibit A" Scope of Services & Schedule The Client and Michael Baker International (Consultant) for mutual consideration hereinafter set forth, and agree as follows: Task 1 PROJECT INITIATION Task 1.1 Kick -Off Meeting Michael Baker will conduct a kick-off meeting/call with the City Project Management Team to review the proposed scope of work, establish an anticipated project schedule, discuss communications protocol and deliverable content. Four staff members from Michael Baker will attend this meeting. This meeting is assumed to occur virtually, through Zoom, Microsoft Teams, or similar platform. Task 1.2 Existing/Background Document Review Michael Baker will review existing and background documents for inclusion in the Environmental Justice Element and Safety Element Update process. Resource documents are anticipated to include: updated Housing Element, existing General Plan Elements, 2017 Local Hazard Mitigation Plan, City Emergency Operations Plan/Emergency Action Plan, and City -specific GIS files related to hazards or environmental justice. Any additional hazard -related documents will be included for review, specifically in the Safety Element update process. Task 2 STREAMLINED COMMUNITY OUTREACH Task 2.1 Web Content and Social Media Graphics Online outreach will be a key strategy in the planning process, providing a cost-effective means for reaching stakeholders and interested members of the public throughout the process. Michael Baker will develop web content that can be used on the City's website and newsletter for distribution regarding the Environmental Justice Element preparation and Safety Element update process. The content will include information about each element, the proposed planning process, access to the survey (Task 2.2) and draft documents when available. Included will be a webpage banner graphic and social media (Instagram/Facebook) square graphic. The City will be responsible for posting and disseminating information and updates on the plan process through the website and social media. Task 2.2 Survey In coordination with the City, Michael Baker will develop an online survey, compile survey results, and provide a detailed summary of input received. The survey will be provided through SurveyMonkey, and will include multiple choice questions, ranking/rating scales, and open-ended questions — all specifically designed to inform the Environmental Justice and Safety Element Update process. We will coordinate with the City to make the survey link available on the website (Task 2.1). The City will be responsible for distributing and promoting the survey though the E -newsletter, email listservs and/or social media. Survey summary information will be included in the Community Outreach Summary deliverable (Task 2.4). We Make a Difference INTERNATIONAL Task 2.3 Advisory Committee Michael Baker will work with the City Project Management Team to identify participants for an Advisory Committee, to guide development of the Environmental Justice Element preparation and Safety Element Update process. Suggested participants can include representatives from: • City Departments (City Manager's Office, Public Works, Police/Fire) • Los Alamitos Unified School District, or administrators from local public schools • Utility purveyors, such as SCE • Naval Weapons Station Seal Beach • Leisure World/GRF Board of Directors • Local nonprofits or church organizations, with vested interest in assisting disadvantaged communities • Local neighborhood groups, HOAs, business institutions and community leaders The Advisory Committee will become a major contributor to the planning process and will guide the Environmental Justice and Safety Element Update process. Michael Baker will host and facilitate two Advisory Committee Meetings (either in-person or virtually), to present the project and solicit input. Each meeting would be a maximum of two hours in length. If hosted in-person, it is assumed the City will secure proper meeting space in compliance with current COVID gathering restrictions (if any). If hosted virtually, Michael Baker can provide meeting technology through MicrosoftTeams or similar platform. It is assumed the City will be responsible for confirming the Advisory Committee members and distributing invitations to participate. Meeting content is outlined below: Meeting #1: Introduction, roles and responsibilities, discussion of plan goals/objectives, review existing documents, )and inventory questions/concerns relating to the General Plan update process. Meeting #2: Present the Environmental Justice — Existing Conditions & Baseline Assessment and Safety Element Update Matrix for review and discussion. Michael Baker will prepare agendas, meeting minutes, schedules/milestones and action items as appropriate. Task 2.4 Community Outreach Summary & Documentation Throughout the community outreach process, Michael Baker will document input received for inclusion into a community outreach summary report. Included in this document will include the survey summary, advisory committee meeting notes, and other received input through the City website. Appendix information will include documentation from all outreach mechanisms. Task 3 PLAN DEVELOPMENT Task 3.1 Environmental Justice — Existing Conditions & Baseline Assessment To prepare the Environmental Justice Element, the Michael Baker team will analyze the demographics of Seal Beach and identify any disadvantaged populations following the OPR guidelines. Utilizing the t California Communities Environmental Health Screening Tool (CalEnviroScreen), we will be able to identify communities vulnerable to environmental pollution and contaminants. Additional resources to be utilize We Make a Difference INTERNATIONAL will be the Department of Housing and Community Development's state income limits and the statewide median income data to identify any neighborhoods in Seal Beach with additional burdens. The existing conditions and baseline assessment will also report publicly accessible data regarding air quality, public facilities, food access, safe and sanitary homes, physical activity, civic engagement. Michael Baker will make goals, policy and objective recommendations for review and evaluation in this deliverable. A screencheck draft will be provided to the City for one round of comments and review. Additionally, Michael Baker will present the Environmental Justice — Existing`Conditions and Baseline Assessment in Advisory Committee Meeting #2, as discussed in Task 2.3. Task 3.2 Safety Element — Update Matrix To prepare the Safety Element update, the Michael Baker team will prepare a matrix outlining required updated to the Safety Element. This will include consistency updates based on the recent Housing Element Update, incorporation of the 2017 LHMP by reference, and general modernization updates as needed. Michael Baker will document all proposed edits to the Safety Element in a matrix, indicating the page number requiring the edit and proposing the edit in redline �'4�°�R. A screencheck draft will be provided to the City for one round of comments and review. Additionally, Michael Baker will present the Safety Element — Update Matrix in Advisory Committee Meeting #2, as discussed in Task 2.3. Task 3.3 Exhibit Preparations and Update In coordination with the Environmental Justice — Existing Conditions & Baseline Assessment and Safety Element— Update Matrix, Michael Baker will also prepare new environmental justice exhibits and update existing safety related exhibits. Location -based hazard data will be captured in a GIS database compatible with Seal Beach systems, where possible. Preparation of graphics will be concurrent with the development of Task 3.1 and 3.2 deliverables. Task 3.4 Administrative Draft Environmental Justice and Safety Element Update Preparation Upon completion of the proceeding tasks, Michael Baker will compile the information into an administrative draft Environmental Justice Element and Safety Element Update. Both deliverables would include all required components and would clearly respond to OPR guidance for General Plan Element Updates. Michael Baker will provide an electronic screencheck administrative draft (Microsoft Word) to the City for internal review. Comments and revisions are anticipated to occur in redline/strike-out and track changes. Task 3.5 Public Review Draft Environmental Justice and Safety Element Update Preparation Michael Baker will incorporate one consolidated set of comments/revisions on the screencheck administrative draft Environmental Justice Element and Safety Element Update to prepare public review draft elements. Michael Baker will provide electronic public review drafts in PDF and Microsoft Word format to the City. Public review is anticipated to occur over a minimum 30 -day period, with the General Plan Elements made available on the City website and up to two hardcopies available at locations with the City. The City will be responsible for collecting public comments/questions and distributing to Michael Baker at the close of the public review period. It is also recommended that the City provide electronic copies to stakeholders who participated in the advisory committee meeting in Task 2.3. We Make a Difference INTERNATIONAL Task 3.6 Final Environmental Justice and Safety Element Update Preparation Michael Baker will compile all comments received on the public review draft Environmental Justice Element and Safety Element Update and will incorporate changes into both documents as necessary. The final Environmental Justice Element and Safety Element Update will be prepared for presentation to Planning Commission and City Council, outlined in Task 4. Task 4 CEQA COMPLIANCE Michael Baker will prepare an Initial Study/Negative Declaration (IS/ND) under the California Environmental Quality Act (CEQA) for the proposed Safety and Environmental Justice Elements. Based on our preliminary review of the project information, our scope of work below includes the following assumptions: 1. No National Environmental Policy Act (NEPA) clearance will be necessary. Z. No mitigation will apply to the proposed project under CEQA, and thus, a Negative Declaration will be prepared (as opposed to a Mitigated Negative Declaration). 3. All analyses related to the project, including Air Quality, Greenhouse Gases, Energy, and Noise, will be qualitative in nature given that the proposed project is an update to existing policy documents and no development is proposed. 4. The City will be responsible for any radius mailing or newspaper noticing required to support the IS/ND. 5. The City will be responsible for any filing fees (e.g., County Clerk or California Department of Fish and Wildlife) required for the project. It is acknowledged that the Housing Element Update has not been finalized at the time of this proposal writing. Some Safety Element/Environmental Justice Element projects may utilize the "common sense" rule exemption (CEQA Guidelines Section 15061(b)(3)) for General Plan Element updates that do not directly result in land use changes. The commonsense exemption states that where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA. Because the Housing Element currently identifies several properties for up -zoning (increasing build out by 1,543 potential units), it is assumed land use changes would affect the Safety Element where the commonsense exemption would no longer apply. This assumption would be confirmed once the Housing Element is finalized. The scope below outlines a conservative approach for CEQA documentation; if it is later determined that the project can be categorized under an exemption, Michael Baker will revise the scope and fee accordingly. Task 4.1 CEQA Kick -Off Meeting The project work program will be initiated with a virtual Kick -Off Meeting with City staff to discuss the project in greater detail. The initial meeting is vital to the project's success and its CEQA compliance, and will be a key milestone to confirm the City's expectations and develop the Project Description based on the work conducted for the Safety Element and Environmental Justice Element update. This meeting will also establish the analysis parameters, scheduling, and overall communications protocol. Prior to the Kick- We Make G Difference INTERNATIONAL Off Meeting, Michael Baker will distribute a Kick -Off Meeting Agenda and detailed memorandum identifying data needs. Task 4.2 Tribal Consultation Assistance Michael Baker will assist the City with meeting Native American consultation requirements pursuant to Assembly Bill (AB) 52 and Senate Bill (SB)18. In coordination with the City, Michael Baker will prepare and send initial consultation letters to tribes that have requested AB 52 notification (assuming fewer than five tribes) and complete the consultation log. A sacred lands file search and SB 18 tribal contact list will be requested from the Native American Heritage Commission. Michael Baker will prepare and send initial consultation letters to tribes identified on the NAHC contact list. Pursuant to State law, AB 52 and SB 18 consultation is required to be government -to -government; therefore, we assume the City will complete the tribal consultation(s) and provide documentation (e.g., letters, emails, and phone conversation summaries) for inclusion in the consultation log and environmental document. This scope does not include meetings or additional consultation. Task 4.3 Research and Investigation Michael Baker will initiate the CEQA process by attaining and evaluating necessary information with respect to the proposed project. Project research will include coordination with the City to acquire relevant environmental data, previous studies for the area and other available files, exhibits, maps, and reference documents. Based upon the detailed information obtained during project initiation, Michael Baker will draft a preliminary Project Description for incorporation into the Initial Study. Task 4.4 Preparation of Initial Study/Negative Declaration The Initial Study will be prepared in accordance with the CEQA Guidelines, including detailed explanations of all checklist determinations and discussions of potential environmental impacts. The analysis shall be in accordance with Public Resources Code Section 21080(c) and CEQA Guidelines Section 15070. The Initial Study will be presented as follows: Introduction This section will cite the environmental review requirements of the project pursuant to the CEQA Guidelines. The Introduction will include the project location, environmental setting, Project Description (approved by City staff in Task 9.1), and relevant background/history information. Environmental Checklist This section will include a summary page of project information followed by an explanation of factors considered for potential impacts. The Initial Study Checklist will be presented in a four -column layout, identifying: (1) potentially significant impacts, (2) less than significant impacts with mitigation incorporated, (3) less than significant impacts, and (4) issues resulting in no impacts. As stated, it is assumed no mitigation will apply to the proposed project and that all conclusions will either be "Less Than Significant" or "No Impact." Environmental Analysis We Make a Difference INTERNATIONAL The Environmental Analysis sections will provide vital supporting information for the conclusions rendered in the Environmental Checklist. In accordance with Appendix G of the CEQA Guidelines, this section includes a detailed review of the following issues: • Aesthetics/Light and Glare • Agriculture and Forestry Resources • Air Quality • Biological Resources • Cultural Resources • Energy • Geology and Soils • Greenhouse Gas Emissions • Hazards and Hazardous Materials • Hydrology and Water Quality • Land Use Planning • Mineral Resources • Noise • Population and Housing • Public Service • Recreation • Transportation • Tribal Cultural Resources • Utilities and Service System • Wildfire • Mandatory Findings of Significance Each topical impact area will be analyzed in detail based upon existing information or analyses described above. The existing environmental settling related to each impact topic will be provided, and a summary of the project's potential impacts will be discussed. Where relevant, applicable policies from the Safety Element and Environmental Justice Element will be provided to supplement the analysis. Initial Study Determination The Initial Study Determination section will conclude the appropriate action based upon the analysis provided in the Environmental Analysis section (anticipated to be a Negative Declaration [ND]). Graphic Exhibits The environmental document will include a maximum of five (5) exhibits to enhance the written text clarify the project and potential environmental impacts. Task 4.5 Preparation of Screencheck Draft Initial Study/Negative Declaration Michael Baker will respond to up to two (2) rounds of review of consolidated City comments on the Administrative Draft Initial Study. The Screencheck Draft Initial Study will be provided in track changes to assist with the City's final review of the document. Task 4.6 Preparation of Public Review Draft Initial Study/Negative Declaration Assuming no significant environmental effects will occur and no mitigation measures will be required, Michael Baker will prepare an ND. Following this determination, Michael Baker will also prepare the Notice of Intent (NOI) to Adopt an ND for City review. The NOI and ND will be attached to the Initial Study to fully explain the proposed project and its affects. One (1) electronic copy of the Public Review Draft IS/ND will be provided to the City. Additionally, Michael Baker will submit the IS/ND to the State Clearinghouse electronically; mail the NOI to up to fifteen (15) agencies/interested parties on the City's Distribution List; and file the NO1 at the Orange County Clerk. This task assumes that the City will be We Make a Difference INTERNATIONAL responsible for any applicable County Clerk filing fees as well as any radius mailing or newspaper noticing required for public review. The IS/ND will be subject to a mandatory 30 -day public review period. Task 4.7 Preparation of Final Initial Study/Negative Declaration Michael Baker will respond to all written comments received during the 30 -day public review period. Thorough, reasoned, and sensitive responses will be prepared to relevant environmental issues. The Administrative Draft Responses to comments will be prepared for City review. This scope assumes 10 comment letters of normal detail (two to three pages in length). Comments in excess of these assumptions will be considered outside of this scope of work and cost estimate. This scope assumes no new technical analyses or field work are required to respond to comments. Additional effort necessary for this task (due to a high volume of comment letters, complex issues raised in comment letters, etc.) would be performed on a time and materials basis. If necessary, Michael Baker will prepare an Errata section as part of the Final IS/ND. The Errata will identify any revised text in strikethrough and double underline, as necessary, to address comments received on the Public Review Draft IS/ND. The Final IS/ND will be comprised of the Responses to Comments and Errata. Two rounds of review of the Final IS/ND (administrative and screencheck versions) will be prepared for City review and approval. Within five days of adoption of the Final IS/ND, a Notice of Determination (NOD) will be prepared and filed at the Orange County Clerk and State Clearinghouse. This scope of work excludes any applicable CEQA filing fees required by the County Clerk or CDFW. Task 5 PLAN ADOPTION Task 5.1 Planning Commission and City Council Study Session Michael Baker will assist the City with one educational study session for the Planning Commission and one educational study session for the City Council. Study sessions will include discussion of the Environmental Justice Element and Safety Element update development process, community outreach, and other key takeaways. Two Michael Baker staff members will attend each study session and will prepare presentation and handout materials as necessary. Task 6.2 Planning Commission and City Council Adoption Michael Baker will present the final Environmental Justice Element and Safety Element update to both the Planning Commission and City Council for adoption. Two Michael Baker staff members will attend each hearing and will prepare presentation and handout materials as necessary. One final hard copy of the adopted Environmental Justice Element and Safety Element Update will be transmitted to the City. Task 6 PROJECT MANAGEMENT Task 6.1 Project Management Throughout the course of the Safety Element, Environmental Justice Element development and CEQA documentation, the Michael Baker team (led by Project Manager Noelle Steele and Principal -in -Charge, Eddie Torres) will proactively work with the City Project Manager to ensure that tasks are completed on- We Make a Difference INTERNATIONAL time and on budget — with maximized use of resources. To ensure the timely completion of the project, the Michael Baker team will participate in meetings with the City during the work program. These meetings will primarily occur via conference call to discuss work program and progress, resolve issues, review administrative documents/products, and/or receive any necessary direction. The project management task includes administrative management of the project from inception to completion. The Michael Baker team will regularly coordinate and communicate with the Project Manager via telephone, memos, and/or email. Management and administration include activities such as project accounting oversight, ongoing coordination and scheduling of meetings, preparation of meeting notes, coordination of the Michael Baker team, and the preparation of written monthly project status reports. We Make a Difference INTERNATIONAL PROJECT SCHEDULE Below is a tentative schedule based on the work program as presented in the scope of work above. A detailed schedule will be provided after the project kick-off meeting is scheduled. TASK PROPOSED SCHEDULE 1.0 PROJECT INITIATION 1.1 KICK-OFF MEETING Week 1 1.2 EXISTING/BACKGROUND DOCUMENT REVIEW Week 2 - 3 2.0 STREAMLINED COMMUNITY OUTREACH 2.1 WEB CONTENT AND SOCIAL MEDIA GRAPHICS Week 4 - 5 2.2 SURVEY Week 4 - 5 2.3 ADVISORY COMMITTEE Week 5 —18 2.3 COMMUNITY OUTREACH SUMMARY & DOCUMENTATION Week 14 —18 3.0 PLAN DEVELOPMENT 3.1 ENVIRONMENTAL JUSTICE - EXISTING CONDITIONS AND BASELINE ASSESSMENT Week 5 —14 3.2 SAFETY ELEMENT - UPDATE MATRIX Week 5 —14 3.3 EXHIBIT PREPARATIONS AND UPDATE Week 5 —14 3.4 ADMINISTRATIVE DRAFT ENVIRONMENTAL JUSTICE AND SAFETY ELEMENT Week 1.8 — 22 UPDATE 3.5 PUBLIC REVIEW DRAFT ENVIRONMENTAL JUSTICE AND SAFETY ELEMENT Week 22 — 25 UPDATE 3.6 FINAL ENVIRONMENTAL JUSTICE AND SAFETY ELEMENT UPDATE Week 25 — 29 4.0 CEQA COMPLIANCE 4.1 KICK OFF MEETING Week 5 4.2 TRIBAL CONSULTATION ASSISTANCE Week 5 -14 4.3 PREPARATION OF ADMIN DRAFT IS/ND Week 18 - 22 4.4 PREPARATION OF PUBLIC REVIEW DRAFT Week 22 - 25 4.5 PREPARATION OF FINAL IS/ND Week 25 — 29 4.0 PLAN ADOPTION 4.1 PLANNING COMMISSION AND CITY COUNCIL STUDY SESSION Week 30 — 34 4.2 PLANNING COMMISSION AND CITY COUNCIL ADOPTION Week 34 — end We Make a Difference NTE RN AT 10 NAL EXCLUSIONS & ASSUMPTIONS: Michael Baker has the experience and expertise to provide consulting services related to any of the following items, and can do so if negotiated under a separate contract for an additional fee, but are specifically exclude from this agreement: Additional Community Outreach, Meetings or Meeting Support: It is assumed Michael Baker will only attend community outreach and/or meetings as scoped in this agreement. Additional stakeholder meetings or meeting support are excluded from this scope of work. Other: civil engineering services, survey services, additional consulting services related to any of the following tasks that were not included in the preparation of the budget amounts shown on this agreement. INTERNATIONAL Exhibit "B" Cost Proposal We Make a Difference Task Cost Task 1.0: Project Initiation $2,460 Task 2.0: Streamlined Community Outreach $8,270 Task 3.0: Plan Development $19,140 Task 4.0: CEClA Compliance $30,190 Task 5.0: Plan Adoption $7,120 Task 6.0: Project Management $5,700 ODC $2,000 TOTAL COST $74,880 2021 Hourly Rate Schedule: Principal in Charge $200 Project Manager $130 Senior Planner $135 Planner 1 $100 Senior Environmental Planner $150 Environmental Planner $110 Cultural Resource Specialist $150 GIS Specialist $130 Graphic Designer $110 The above hourly rates are subject to an annual rate change on January 1 of each calendar year beginning in 2023; however, hourly rates will not be increased more than 5% in any one year without the approval of the Client. We Make a Difference INTERNATIONAL Progress billing will be forwarded to the Client on a monthly basis. These billings will include the fees earned for the billing period plus all direct costs. Reimbursable expenses will be invoiced at their cost plus 5%. The Client shall make every reasonable effort to review invoices within thirty (30) working days from the date of receipt of the invoices and notify Baker in writing of any item that is alleged to be incorrect. 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 16 of 18 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." - 17 of 18 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 t City officials, and volunteers from and against any demand or claim for damages, compensation, fines, penalties or other amounts arising out of or incidental to any acts or omissions listed above by any person or entity (including Consultant, its subcontractors, and each of their officials, officers, employees and agents) in connection with any work undertaken or in connection with the Agreement, including without limitation the payment of all consequential damages, attorneys' fees, and other related costs and expenses. All duties of Consultant under this Section shall survive the termination of the Agreement. 18 of 18 RESOLUTION 7243 A RESOLUTION OF THE SEAL BEACH CITY COUNCIL APPROVING A PROFESSIONAL SERVICES AGREEMENT FOR UPDATE AND PREPARATION OF SAFETY AND ENVIRONMENTAL JUSTICE GENERAL PLAN ELEMENTS WITH MICHAEL BAKER INTERNATIONAL, INC. WHEREAS, the City of Seal Beach (City) desires to retain a consultant to assist with the development of an Environmental Justice Element, a Safety Element Update, and associated environmental review; and, WHEREAS, pursuant to the Seal Beach City Charter, Seal Beach Municipal Code Chapter 3.20 establishes a central purchasing system including procedures for competitive bidding and exemptions from competitive bidding; and WHEREAS, Seal Beach Municipal Code Section 3.20.025(C) provides for an exemption from competitive bidding requirements for purchases of professional services, including without limitation, architectural services; bond services; election services; engineering services; insurance services; legal services; public relations services; real estate services; and solid waste disposal services. NOW, THEREFORE, the Seal Beach City Council does resolve, declare, determine, and order as follows: Section 1. The City Council hereby approves the professional services agreement ("Agreement") between the City of Seal Beach and Michael Baker International, Inc. in an amount not to exceed $74,880 as set forth in Exhibit "A", attached hereto and incorporated herein by this reference as through set fourth in full. Section 2. The Council hereby directs the City Manager to execute the Agreement on behalf of the City and any amendments or extension thereafter. PASSED, APPROVED AND ADOPTED by the Seal Beach City Council at a regular meeting held on the 24th day of January, 2022 by the following vote: AYES: Council Members: Kalmick, Massa-Lavitt, Moore, Sustarsic, Varipapa NOES: Council Members: None ABSENT: Council Members: None ABSTAIN: Council Members: None —Kafnl� "Toe Kalmick, Mayor STATE OF CALIFORNIA } COUNTY OF ORANGE } SS CITY OF SEAL BEACH } I, Gloria D. Harper, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution 7243 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 24th day of January, 2022. loria D. Harp' r, City Clerk Atm o CERTIFICATE OF LIABILITY INSURANCE DATE(MWDDNYYY) I 08/90/2021 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(les) must have ADDITIONAL INSURED provisions or be endorsed. if SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Aon Risk Services central, Inc. Pittsburgh PA office PHONE (- FAX (AIC. No. Ext):866) 2837122 AIC. No. (800) 363-0105 E-MAIL ADDRESS: EQT Plaza - Suite 2700 625 Liberty Avenue Pittsburgh PA 15222-3110 USA INSURER(S) AFFORDING COVERAGE NAIC # INSURED INSURERA: Zurich American Ins co 16535 Michael Baker International, Inc 5 Hutton Centre Drive Suite 500 INSURER B: Allied World surplus Lines insurance Co 24319 INSURER C: American Guarantee & Liability Ins co 26247 Santa Ana CA 92707 USA INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570088962767 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INSR LTR TYPE OF INSURANCE AUDI. INSD SUSH VIVO POLICY NUMBERMMIDD POLICY EFF POLICY EXP MM/OD LIMITS A X COMMERCIAL GENERAL LIABILITY GL04 1 2 0 EACH OCCURRENCE $2,000,000 CLAIMS -MAGE X❑OCCUR DAMAGE TO ReNIED PREMISES Ea occurrence)$1,000,000 MED EXP (Any one person) $10,000 PERSONAL &ADV INJURY $2,000,000 GEN'L AGGREGATE LIMITAPPLIES PER: GENERALAGGREGATE $4,000,000 POLICY E PRO -❑X LOC JECT PRODUCTS - COMP/OP AGG $4,000,000 SIR/Deductible $250,000 OTHER: A AUTOMOBILE LIABILITY BAP4197284-00 08/30/2021 08/30/2022 COMBINED SINGLE LIMIT $2,000,000 Ea accident BODILY INJURY ( Per person) X ANYAUTO BODILY INJURY (Per accident) OWNED SCHEDULED AUTOS ONLYAUTOS X HIREDAUTOS X NON -OWNED PROPERTYDAMAGE Per accident ONLY AUTOS ONLY Deductible $100,000 C X UMIIRELLAUA13 X OCCUR Auc053258203 08/30/2021 08/30/2022 EACH OCCURRENCE $10,000,000 EXCESS LIAB CLAIMS -MADE AGGREGATE $10,000,000 DEDX RETENTION 510,000 A WORKERS COMPENSATION AND WC419728200 08/30/202108/30/2022 X I PERSTATUTE I OTH- ER EMPLOYERS' LIABILITYY / N A05 E.L. EACH ACCIDENT S1,000,000 A ANY PROPRIETOR / PARTNER/ EXECUTIVE E] N/A wc419728500 08/30/202108/30/2022 OFFICERIMEMBEREXCLUDED? (Mandatory In NN WI E.L. DISEASE -EA EMPLOYEE S1,000,000 11 yes, descdbe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $1,000,000 B E&O-PL-Primary 03124806 08/30/2021 08/30/2022 Per Claim $5,000,000 claims Made Aggregate $5,000,000 SIR applies per policy ter s & condi ions SIR/Deductible (2) $200,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) Re: All Operationsas performed by Named Insured. City of Seal Beach, its officers, officials, employees, designated volunteers and agents servingasindependent contractors in the role of city or agency officials are additional -Insured as respects to General and Auto Lablity as required by written contract. Primary and Non -Contributing coverage, Waiver of Subrogation ii applies to GL as required by written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. city of seal Beach AUTHORIZED REPRESENTATIVE Risk Manager 211 Eighth street Seal Beach CA 90740 USA e�4No%a T�.r6_ /cp ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD 0 Additional Insured — Automatic — Owners, Lessees Or ZURICH Contractors THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Policy No. GLO 4197281-00 Effective Date: 08/30/2021 This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part A. Section II — Who Is An Insured is amended to include as an additional insured any person or organization whom you are required to add as an additional insured under a written contract or written agreement executed by you, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" and subject to the following: 1. If such written contract or written agreement specifically requires that you provide that the person or organization be named as an additional insured under one or both of the following endorsements: a. The Insurance Services Office (ISO) ISO CG 20 10 (10/01 edition); or b. The ISO CG 20 37 (10/01 edition), such person or organization is then an additional insured with respect to such endorsement(s), but only to the extent that "bodily injury", "property damage" or "personal and advertising injury" arises out of. (1) Your ongoing operations, with respect to Paragraph 1.a. above; or (2) "Your work", with respect to Paragraph 1.b. above, which is the subject of the written contract or written agreement. However, solely with respect to this Paragraph 1., insurance afforded to such additional insured: (a) Only applies if the "bodily injury", "property damage" or "personal and advertising injury" offense occurs during the policy period and subsequent to your execution of the written contract or written agreement; and (b) Does not apply to "bodily injury" or "property damage" caused by "your work" and included within the "products -completed operations hazard" unless the written contract or written agreement specifically requires that you provide such coverage to such additional insured. 2. If such written contract or written agreement specifically requires that you provide that the person or organization be named as an additional insured under one or both of the following endorsements: a. The Insurance Services Office (ISO) ISO CG 20 10 (07/04 edition); or b. The ISO CG 20 37 (07/04 edition), such person or organization is then an additional insured with respect to such endorsement(s), but only to the extent that "bodily injury", "property damage" or "personal and advertising injury" is caused, in whole or in part, by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf, U -GL -2162-A CW (02/19) Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc., with its permission. in the performance of. (a) Your ongoing operations, with respect to Paragraph 2.a. above; or (b) "Your work" and included in. the "products -completed operations hazard", with respect to Paragraph 2.b. above, which is the subject of the written contract or written agreement. However, solely with respect to this Paragraph 2., insurance afforded to such additional insured: (i) Only applies if the "bodily injury", "property damage" or "personal and advertising injury" offense occurs during the policy period and subsequent to your execution of the written contract or written agreement; and (ii) Does not apply to "bodily injury" or "property damage" caused by "your work" and included within the "products -completed operations hazard" unless the written contract or written agreement specifically requires that you provide such coverage to such additional insured. 3. If neither Paragraph 1. nor Paragraph 2. above apply and such written contract or written agreement requires that you provide that the person or organization be named as an additional insured: a. Under the ISO CG 20 10 (04/13 edition, any subsequent edition or if no edition date is specified); or b. With respect to ongoing operations (if no form is specified), such person or organization is then an additional insured only to the extent that "bodily injury", "property damage" or "personal and advertising injury" is caused, in whole or in part by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf, in the performance of your ongoing operations, which is the subject of the written contract or written agreement. However, solely with respect to this Paragraph 3., insurance afforded to such additional insured: (a) Only applies to the extent permitted by law; (b) Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured; and (c) Only applies if the "bodily injury", "property damage" or "personal and advertising injury" offense occurs during the policy period and subsequent to your execution of the written contract or written agreement. 4. If neither Paragraph 1. nor Paragraph 2. above apply and such written contract or written agreement requires that you provide that the person or organization be named as an additional insured: a. Under the ISO CG 20 37 (04/13 edition, any subsequent edition or if no edition date is specified); or b. With respect to the "products -completed operations hazard" (if no form is specified), such person or organization is then an additional insured only to the extent that "bodily injury" or "property damage" is caused, in whole or in part by "your work" and included in the "products -completed operations hazard"„ which is the subject of the written contract or written agreement. However, solely with respect to this Paragraph 4., insurance afforded to such additional insured: (1) Only applies to the extent permitted by law; (2) Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured; (3) Only applies if the "bodily injury" or "property damage" occurs during the policy period and subsequent to your execution of the written contract or written agreement; and (4) Does not apply to "bodily injury" or "property damage" caused by "your work" and included within the "products -completed operations hazard" unless the written contract or written agreement specifically requires that you provide such coverage to such additional insured. U -GL -2162-A CW (02119) Page 2 of 4 Includes copyrighted material of Insurance Services Office, Inc., with its permission. B. Solely with respect to the insurance afforded to any additional insured referenced in Section A. of this endorsement, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury' arising out of the rendering of, or failure to render, any professional architectural, engineering or surveying services including: 1. The preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or 2. Supervisory, inspection, architectural or engineering activities. This exclusion 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 the failure to render any professional architectural, engineering or surveying services. C. Solely with respect to the coverage provided by this endorsement, the following is added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV — Commercial General Liability Conditions: The additional insured must see to it that: (1) We are notified as soon as practicable of an "occurrence" or offense that may result in a claim; (2) We receive written notice of a claim or "suit" as soon as practicable; and (3) A request for defense and indemnity of the claim or "suit" will promptly be brought against any policy issued by another insurer under which the additional insured may be an insured in any capacity. This provision does not apply to insurance on which the additional insured is a Named Insured if the written contract or written agreement requires that this coverage be primary and non-contributory. D. Solely with respect to the coverage provided by this endorsement: 1. The following is added to the Other Insurance Condition of Section IV — Commercial General Liability Conditions: Primary and Noncontributory insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured provided that: a. The additional insured is a Named Insured under such other insurance; and b. You are required by written contract or written agreement that this insurance be primary and not seek contribution from any other insurance available to the additional insured. 2. The following paragraph is added to Paragraph 4.b. of the Other Insurance Condition under Section IV — Commercial General Liability Conditions: This insurance is excess over: Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing coverage for the same "occurrence", offense, claim or "suit". This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by a written contract or written agreement to provide coverage to the additional insured on a primary and non- contributory basis. E. This endorsement does not apply to an additional insured which has been added to this Coverage Part by an endorsement showing the additional insured in a Schedule of additional insureds, and which endorsement applies specifically to that identified additional insured. F. Solely with respect to the insurance afforded to an additional insured under Paragraph A.3. or Paragraph A.4. of this endorsement, the following is added to Section III — Limits Of Insurance: Additional Insured — Automatic — Owners, Lessees Or Contractors Limit The most we will pay on behalf of the additional insured is the amount of insurance: U -GL -2162-A CW (02119) Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc.,, with its permission. 1. Required by the written contract or written agreement referenced in Section A. of this endorsement; or 2. Available under the applicable Limits of Insurance shown in the Declarations, whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. All other terms, conditions, provisions and exclusions of this policy remain the same. U-GL-2162-NCW (02/19) Page 4 of 4 Includes copyrighted material of Insurance Services Office, Inc., with its permission. POLICY NUMBER: BAP 4197284-00 COMMERCIAL AUTO CA 20 48 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: MICHAEL BAKER INTERNATIONAL LLC Endorsement Effective Date: SCHEDULE Name Of Person(s) Or Organization(s): ANY PERSON OR ORGANIZATION TO WHOM OR WHICH YOU ARE REQUIRED TO PROVIDE ADDITIONAL INSURED STATUS OR ADDITIONAL INSURED STATUS ON A PRIMARY, NON-CONTRIBUTORY BASIS, IN A WRITTEN CONTRACT OR WRITTEN AGREEMENT EXECUTED PRIOR TO LOSS, EXCEPT WHERE SUCH CONTRACT OR AGREEMENT IS PROHIBITED BY LAW. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. CA 20 48 10 13 © Insurance Services Office, Inc., 2011 Page 1 of 2 1/26/22, 8:56 AM Search _yQF'SEAL e'". 1 i � n5tis �• �� i f i 5�• C Search Businesses Search By: Business Name v Value: Michael Baker © Active Businesses O Closed Businesses Account # and Status Business Name and Information 14203485 MICHAEL BAKER INTERNATIONAL, INC. Business Status: Active Business Address: 2729 PROSPECT PL DR #220 Start Date: 6/29/2015 RANCHO CORDOVA, CA 95670 End Date: Location: Outside License Status: Current Location Type: Issue Date: 7/1/2021 Mailing Address: 100 AIRSIDE DR MOON TOWNSHIP, PA 15308-4740 Expire Date: 6/30/2022 Ownership Type: Balance Due: 0 Phone Number: (916) 361-8384 State License # Fax Number: (916) 361-1574 State License Email: CINDY.PORT@MBAKERINTL.COM Type: State License Website: Status: Geo Areas: State License Exp License Description: MUNICIPAL CONSULTING Date: Business Type: CONSULTANT Rate Type: STD -General Business NAICS: 54161- Management Consulting Services SIC: 8742001- Management Consulting Services Total businesses found: 1 Powered by HdL' tttj 'Search Contact Information Owners /Officers CYNTHIS PORT, License Owner, (916) 361-8384 CINDY.PORT@ MBAKERINTL.COM THOMAS CAMPBELL, Chairman, (203) 858-9408 KURT BERGMAN, President CEO Emergency Contacts Alarm Company, https://sealbeach.hdlgov.com/Staff/AuthenticatedSearch/Search 1/1