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HomeMy WebLinkAboutAGMT - Anser Advisory Management LLC & Amendment #1 (SB Pier Concrete Abutment Restoration (BP2201) and Pier Restroom Restoration (BP2202))AMENDMENT NO. 1 PROFESSIONAL SERVICES AGREEMENT for Professional Project Management Services - Seal Beach Pier Concrete Abutment Restoration (BP2201) Pier Restroom Restoration (BP2202) Pier Restaurant Feasibility Study (BP2302) between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 Anser Advisory Management, LLC 2677 N. Main Street, Suite 400 Santa Ana, CA 92705 (714) 276-1135 This Amendment No. 1, dated November 14, 2022, amends that certain agreement ("Agreement") dated July 1, 2022, by and between the City of Seal Beach ("City"), a California charter city, and Anser Advisory Management, LLC ("Consultant"), a California limited liability company. 1 RECITALS A. City and Consultant are parties to the Agreement pursuant to which Consultant provides professional project management services for the Seal Beach Pier Concrete Abutment Restoration (BP2201) and Pier Restroom Restoration (BP2202) ("Projects"). B. Effective July 1, 2022, City and Consultant entered into an Agreement for Consultant to provide professional project management services for the Projects. C. City and Consultant wish to amend the Agreement for Consultant to provide additional professional project management services for the Projects, to provide limited consulting services for the Pier Restaurant Feasibility Study (BP2302), and to increase Consultant's compensation by $121,665 for the total not -to -exceed amount of $160,465, as provided herein. AMENDMENT NO. 1 NOW, THEREFORE and in consideration of the foregoing and of the mutual covenants and promises herein set forth, the parties agree to amend the Agreement as follows: Section 1. Section 1.0 (Scope of Services) of this Agreement is hereby amended to add Subsection 1.1.1 to read as follows: " 1.1.1 Consultant shall provide those additional services set forth in the attached Exhibit A-1 (Proposal dated October 25, 2022), which are hereby incorporated by this reference. To the extent there is any conflict between Exhibit A, Exhibit A-1, Exhibit B, and this Agreement, this Agreement shall control." Section 2. Section 3.0 (Consultant's Compensation) of this Agreement is hereby amended in its entirety to read as follows: "3.0 Consultant's Compensation 3.1 City will pay Consultant in accordance with the hourly rates shown on the fee schedule as set for in Exhibit A for Services and Exhibit A-1 for Additional Services, but in no event will the City pay more than the total not -to - exceed amount of $160,465 for the Services (Exhibit A) and Additional Services (Exhibit A-1) for the Term. 3.2. Consultant will not be compensated for any work performed not authorized by City and specified in Section 1.0, Scope of Services, unless City authorizes such work in advance and in writing. The City Manager may authorize extra work to fund unforeseen conditions up to the amount approved at the time of award by City Council. Payment for additional work in excess of this amount requires prior City Council authorization. Any additional work authorized by the City Manager pursuant to this Section will be compensated in accordance with the fee schedule set forth in Exhibit A, and Exhibit A-1." OA Section 3. All references to the term "Agreement" throughout Sections 1.0 through 35.0, inclusive, of the Agreement are hereby modified to include the Agreement dated July 1, 2022, and this Amendment No. 1 dated November 14, 2022, as if all those terms are fully set forth therein. Section 4. Except as expressly modified or supplemented by this Amendment No. 1, all other provisions. of the Agreement shall remain unaltered and in full force and effect. In the event of a conflict between the provisions of this Amendment No. 1 and the provisions of the Agreement, the provisions of this Amendment No. 1 shall control. Section 5. The persons executing this Amendment No. 1 on behalf of Consultant each warrant that he or she is each duly authorized to execute this Amendment No. 1 on behalf of said Party and that by his or her execution, Consultant is formally bound to the provisions of this Amendment No. 1 3 IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be executed and attested by their proper officers thereunto: CITY OF SEAL BEACH Attest: 0 Approved as to Form: Craig A. Steele, City Attorney rd CONSULTANT: Anser Advisory Management, L�"jG, a California limited g Haivorson ional Managing Director Giselle Navarrete Assistant Treasurer (Please note, two signatures required for corporations under Corp. Code §313, unless corporate documents authorize only one person to sign this Agreement on behalf of the corporation.) EXHIBIT A-1 FOR AMENDMENT NO. 1 — CONSULTANT's Additional Services ANSER ADVISORY October 25, 2022 City of Seal Beach 2118th Street Seal Beach, CA 90740 Attn: Iris Lee, PE Acting Public Works Director 2677 N. Main St., Suite 400, Santa Ana, CA 92705 714.276.1135 info@anseradvisory.com RE: EXTENSION TO PROJECT MANAGEMENT SERVICES, ADDITION OF CONSTRUCTION MANAGEMENT & INSURANCE REVIEW SERVICES FOR THE SEAL BEACH PIER CONCRETE ABUTMENT & RESTROOM RESTORATION PROJECTS — BP2201, BP2202, & BP2302 Dear Ms. Lee, Anser is pleased to provide this proposal to extend the design phase Project Management services and to provide Construction Management services for the Pier Concrete Abutment Restoration Project (BP2201) and the Pier Restroom Restoration Project (BP2202). Also, included is a breakout to provide Pier insurance review services for the Pier Insurance Services Project (BP2302). The following fee breakdown summary identifies the requested scope of services with a detailed description for each service in the attached Appendix A listed below. Pier Concrete Abutment Restoration (BP2201) Pier Restroom Restoration (BP2202) Anser Advisory City of Seal Beach Pier Renovation Projects 2022 Pro ect Management & Construction Management Concrete Pier Abutment. 2023 2022 2023 Nov -22 Dec -22 Jan -23 Feb -23 Mar -23 Apr -23 Ma 23 Nov -'22 I Dec -22 Jan -23 I Feb -23 I Mar -23 Apr -23 May -23 BP2202 Restroom Restoration Pre -Design Phase BP2201 Concrete Abutment Pre -Design Phase OuiConstruction Phase Close Out Out Hours Rates Budget Project Manager / Principal 51 4 31 5 5 2 2 26 $ 234.00 $ 6,084.00 Sr.CM PEICCM 01 0 0 0 0 0 0 0$ 185.00 $ - Construction Manager 321 25 25 so 80 60 20 322 $ 175.00 $ 56,350.00 Project Admin 01 0 0 0 0 0 o 0$ 100.00 $ - AnserSubTotal 0 0 0 0 $ 62,434.00 0$ 100.00 $ - Total BP2022 Subconsultants I I $ 50,776.00 Twining $7,500.00 $ 7,500.00 Total BP2201 $ 69,934.00 Pier Restroom Restoration (BP2202) Projects BP 2021& 2022Total $ 120,710.00 ANSERADVISORY.COM Pro'ectMana ement & Construction Management Restroom Restorations 2022 2023 Nov -22 Dec -22 Jan -23 Feb -23 Mar -23 Apr -23 Ma 23 Jun -23 BP2202 Restroom Restoration Pre -Design Phase I OA to, Ad Construction Phase JClose Out Hours Rates Budget Project Manager/ Principal 10 5 5 5 5 5 2 2 39 $ 234.00 $ 9,126.00 Sr.CM PEICCM' 0 0 0 0 0 0 0 0 0$ 185.00 $ - Construction Manager 10 30 8 10 80 70 30 20 238 $ 175.00 $ 41,650.00 Project Admin 0 0 0 0 0 0 0 0 0$ 100.00 $ - Total BP2022 I I $ 50,776.00 Projects BP 2021& 2022Total $ 120,710.00 ANSERADVISORY.COM ANSER ADVISORY Pier Insurance Services (BP2302) 2677 N. Main St., Suite 400, Santa Ana, CA 92705 714.276.1135 info@anseradvisory.com ii Classification Hours Hourly Rate Fee Project Manager 2 $200 $ 400 Sr. Construction Manager 3 $185 $ 555 Proposed Fee $ 955 We look forward to working with the City of Seal Beach on these two projects. Should you have any questions on this scope of work or cost proposal, please contact myself directly via email or by calling my cell phone at (562) 743-9420. Sincerely, stephem. mutch Stephen Mutch, PE Director of Environmental Services CC: Paul Buckley Jason Rechlecki Benjamin Torres ANSERADVISORY.COM ANSER2677 N. Main St., Suite 400, Santa Ana, CA 92705 ADVISORY 714.276.1135 info@anseradvisory.com Appendix - A Project Management Replenishment - (BP2201) Anser expected the Architect's Restroom design progress to be further along at the beginning of the project than was the case. To date, Anser has required over double the management efforts originally budgeted to coordinate their work to complete their conceptual design package. We anticipate about 30% of Anser's original total budget will be required to manage the Architect to reach 100% CDs and deliver the necessary Restroom bidding documents. This proposal also includes a replenishment amount needed to complete the concrete abutment scope. This replenishment amount reflects the time put forth to the Restroom scope which was originally intended for the Concrete Abutment scope. Project Management Extension — (BP2202) The extension to Project Management services is broken out into two separate components. The first, is to replenish the loss to our original budget necessary to continue management through the design phase of the Concrete Abutment Project BP2201 The second, is to assist the City with the management over the Architect necessary to complete their development of the design drawings and specifications for the Pier Restroom Project BP2202. Construction Management Services — (BP2201) & (BP2202) The breakout of Construction Management services during the construction phases of both the Pier Concrete Abutment Restoration Project (BP2201) and the Pier Restroom Restoration Project (BP2202) are outlined below. Our staff will work with members from the City, Architect, Consultant, and Contractor staff to manage the pre -construction, construction, and closeout phases of the projects as detailed below. Construction Assessment Inspection & Testing Services (BP2201) Anser will manage all inspection and testing services to complete the construction assessment of the pier abutment. Anser will perform an acoustical test on all horizontal, vertical, and overhead concrete pier abutment surfaces. Anser will coordinate with City staff as needed to gain access to electrical, custodial, and storage rooms to complete the assessment. Anser understands that the pier is to remain open to the public throughout this process and adhere to all public health and safety protocols while on site. This work is expected to be performed over two consecutive days on site and will document the total sqft area of failing concrete for each surface. All documentation will be provided to the City for their use and support in the bidding phase of the Prier Concrete Abutment Restoration Project (6132201). The items below breakdown the inspection and testing scope of services. ANSERADVISORY.COM ADVISORY 2677 N. Main St., Suite 400, Santa Ana, CA 92705 714.276.1135 info@anseradvisory.com • Perform acoustical test over all concrete pier abutment surfaces • Categorize area of failing concrete by horizontal, overhead, and vertical surfaces • Prepare and provide reports documenting inspection and testing findings • Perform all work following City standards of construction and safety procedures Construction Assessment Construction Management Services — (BP2201) The following outlines Anser's Construction Management efforts to manage the inspection, testing, and report documentation to quantify the area of delamination and spalling needing repair to the concrete pier abutment structure. • Coordinate and monitor contractor mobilization, staging, and laydown activities • Coordinate project pre -construction and construction kick-off meetings as needed • Manage regular construction progress meetings with agenda and meeting minutes • Prepare daily report of inspection and testing progress with photo documentation • Verify subconsultant's performance follows contract and project scope requirements • Review and manage project document control • Review and manage contractor change order requests and negotiations • Site monitoring and coordination of inspection and testing activities • Verify subconsultant is following site safety and good housekeeping practices • Review and approval of subconsultant's report and documentation deliverables • Provide and present inspection and testing reports to City for their use and reference Assumptions Anser's fee summary for Project Management services is based on a 2 -month duration for each scope of work. Anser will continue to provide the project management scope of services as listed per Anser's approved Project Management Proposal Rev. 2, dated June 22, 2022. A description of these services has been listed below as applicable per this proposal. We are sensitive to the City's intent to have the pier remain open to the public during the concrete abutment renovations and will coordinate the contractor to accommodate this requirement. We also understand that closure to the pier restroom facilities will require the contractor to provide onsite restroom trailers to accommodate men, women, and ADA public restrooms. Anser understands construction activities will occur between Labor Day and Memorial Day. Anser recognizes the City's allocation of funds are as follows: Project BP2201 for $500,000 and Project BP2202 for $250,000. Anser understands that these projects may not run in parallel and have the potential to have staggered construction periods between one another. Anser also understands the City will provide access to the project document control software of their ANSERADVISORY.COM' ANSER ADVISORY 2677 N. Main St., Suite 400, Santa Ana, CA 92705 714.276.1135 i info@anseradvisory.com choice. If requested, Anser can provide a cost to add the use of a recommended project controls platform for the duration of the projects. L) We also assume that there will be no Coastal Commissioning project requirements on either project scope since the pier will remain open during the renovations. This proposal is based on but not limited to the assumptions listed above and our current understanding of the City's design intent. Proiect Management Scope of Services for the Proiect BP2201 & BP2202 — Design Phase The replenishment and extension to Project Management services will continue to include the following project oversight: • Development and coordination with City staff to complete bidding documentation • Coordination with City staff as needed to support public bid release • Coordination with City plan check and incorporate requirements as needed • Coordination and attendance of pre-bid site meeting with City and Contractors • Review and response to Contractor bidding questions as needed • Review and support City staff with Contractor bids and selection • Per Gillis + Panichapan Architects, the current design package is at about 20 percent • Review & Incorporate Gillis + Panichapan Arch Inc. (GPa) design and specifications • Attend meetings with City and GPa as needed to finalize design document package • Assist the City and GPa in final development of restroom 100% CDs and specifications • Provide continued City support to review and comment on GPa's revisions to proposal Construction Management Scope of Services The following outlines Anser's Construction Management efforts to complete the construction phase of Project BP2201 and Project BP2202. Services by Others: • PW Inspection Services • Special Material Testing & Inspection • Geotechnical Survey & Monitoring Construction Management Scope of Services: • Labor Compliance or PLA Monitoring • Coordination with Outside Agencies • Public Outreach • Coordinate and monitor contractor mobilization, staging, and laydown activities • Coordinate project pre -construction and construction kick-off meetings as needed • Manage regular construction progress meetings with agenda and meeting minutes • Prepare weekly/monthly construction progress reports with photos • Photo documentation of construction progress for reporting • Review contractor daily reports, delivery tickets, and material data sheets • Verify contractor's performance follows contract and project scope requirements ANSERADVISORY.COM ANSER2677 N. Main St., Suite 400, Santa Ana, CA 92705 ADVISORY 714.276.1135 info@anseradvisory.com • Review and manage construction and material procurement schedules • Review and manage project document control for submittals, RFI's, and shop drawings • Review and manage contractor change order requests and negotiations • Coordinate with City inspection services and specialty inspections as needed • Regular site monitoring and coordination of demolition and construction activities • Verify contractor is following site safety and good housekeeping practices • Regular review and approval of contractor as -built drawings • Coordinate and develop punch list and punch walk meetings as needed • Manage punch list corrective work as needed for final acceptance of work • Review and approval of contractor closeout deliverables for final acceptance • Verify labor compliance documentation has been fully submitted for project closeout • Monitor site cleanup and contractor demobilization efforts • Assist City PM, staff with project budgeting and closeout cost reviews as needed ANSE'RADVISORY.COM AMecr:An_n`l KSI iTTnw CERTIFICATE OF LIABILITY INSURANCE °ATE30112020"I 6132 22 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 Ames i£ Gough 8300 Greensboro Drive Suite 980 Mclean, VA 22102 coACT WA PHONNEo, xf): (703) 827-2277 (AIC, No):(703) 827-2279 lac, E E-MAIL .admin@amesgough.com INSURERIS) AFFORDING COVERAGE NAIC # INSURER A • National Fire insurance Company of Hartford A(XV) 20478 X COMMERCIAL GENERALLIABILITY CLAIMS -MADE a OCCUR INSURED Anser Advisory Management,'LLC INSURER B: Continental Insurance Company A 35289 INSURER cNalley Forge Insurance Company A X 20508 iNsuRERD:Evanston Insurance Company 35378 2677 North Main Street Suite 400 MED EXP one erson S 15,000 Santa Ana, CA 92705 INSUiERE: GEN'L AGGREGATE LIMIT APPLIES PER: POLICY j LOC PRODUCTS-COMP/OPAGG S 2,000,000 INSURER F COVERAGE5 %,cmiirmiAic;ivumu-m--------- - - 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 CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE�POUCIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TV ADDLSUBR vimLIDfYYYyI POLICY'NUMBER POLICY EFF MID 10126!2021 POINSO M 1117/2023 LIMBS A X COMMERCIAL GENERALLIABILITY CLAIMS -MADE a OCCUR 7011411355 1,000,000 EACH OCCURRENCE S DAMAGE To RENTED S 1,000,000 MED EXP one erson S 15,000 PERSONAL BADV INJURY S 1,000,000 GENERAL AGGREGATE S 2'()00'000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY j LOC PRODUCTS-COMP/OPAGG S 2,000,000 S COMBINED BBeESINGLE LIMIT S 1,000,00 A OTHER: AUTOMOBILELIABILrfY BODILY INJURY Per eson S X ANYAUTO 7011411369 1012612021 1/1712023 BODILY INJURY Per accident S IJTA OS ONLY SCHEDULED H���p AUTOS �Ep AUTOS ONLY AUTOS ONLY ROP MAGE (Per a S S B X UMBRELLALIAB EXCESSLIAB X OCCUR CLAIMS -MADE 17011652381 10/26/2021 1/17/2023 EACHOCCURRENCE S 1(),()00'000 AGGREGATE is 10,000,000 S X PER OR C D N!A 7011411385 MKLV7PL0005111 1/17/2022 1H712022 1/1712023 1/1712023 DED I X I RETENTIONS 10,000 WORKERS COMPENSATION AND EMPLOYERS LlABILnY ANY PROPRIETORIPARTNERIEXECUTNE YIN FFIC.[.MEMBEER EXCLUDED? ❑N VManda ory N NH) Iryes,desaibsunder DESCRIPTION OF OPERATIONS bet. Professional Lfab. 1;000,000 EL EACH ACCIDENT 5 1,000,000 E.L. DISEASE -EA EMPLOYEE 5 E.LDISEASE-POLICY LIMIT S 1,000,000 Pat Claim!Aggregate 1,000,000 nt Restoati(ACORDB132201) and Pier Restroom Restobe ration (BP2202) cel is requtced) DESCRIPTION PieRr COncretoe Abutm/VEHICLES BeacOPERATIONS City of Long Beach, and its managers, affiliates, employees, agents, designated volunteers are included as additional insured with respect to General Liability, Automobile Liability and Umbrella Liability when required by written contract General Liability and Automobile Liability are primary and non-contributory over any existing insurance and limited to liability arising out of the operations of the named insured and when required by written contract General Liability Automobile Liability and Workers Compensation policies include a waiver of subrogation in favor of the additional insureds where permissible by state law and when required by written contract. 30 -day Notice of Cancellation will be issued for the General Liability, Automobile Liability, Umbrella Liability, Workers SEE ATTACHED ACORD 101 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Seal Beach ACCORDANCE WITH THE POLICY PROVISIONS. 211 -8th Street Seal Beach, CA 90740 AUTHORIZED REPRESENTATIVE REEPPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD i 7 ACOREP' L AGENCY CUSTOMER ID: ANSERAD-01 LOC: 1 ADDITIONAL REMARKS SCHEDULE KSUTTON Page 1 of 1 AGENCY NAMEDINSURED 677 North Main Stree}ement, LLC Ames & Gough Suite FOUCYNUM13ER Santa Ana, CA 92705 EE PAGE 1 CARRIER MAIC CODE EFFEcTmDAm-SEE PAGE 1 EE PAGE 1 SEE P 1 ACORD 707 (zuueslu-1 j The ACORD name and logo are registered marks of ACORD PROFESSIONAL SERVICES AGREEMENT for Professional Project Management Services for Seal Beach Pier Concrete Abutment Restoration (BP2201) and Pier Restroom Restoration (BP2202) between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 0 Anser Advisory Management, LLC 2677 N. Main Street, Suite 400 Santa Ana, CA 92705 (714) 276-1135 This Professional Service Agreement ("the Agreement') is made as of July 1, 2022 (the "Effective Date"), by and between Anser Advisory Management, LLC, California limited liability company, and the City of Seal Beach ("City"), a California charter city, (collectively, "the Parties"). RECITALS A. City desires certain professional project management services. B. Pursuant to the authority provided by its City Charter and Seal Beach Municipal Code § 3.20.025(C), City desires to retain Consultant as an independent contractor to provide professional project management services. C. Consultant represents that the principal members of its firm are qualified professional engineers and are fully qualified to perform the professional services contemplated by this Agreement by virtue of its experience, and the training, education and expertise of its principals and employees. D. City desires to retain Consultant as an independent contractor and Consultant desires to serve City to perform those services in accordance with the terms and conditions of this Agreement. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. AGREEMENT 1.0 Scope of Services 1.1. Consultant shall provide those services (collectively "Services") set forth in the Scope of Services attached hereto as Exhibit A and incorporated herein by this reference. To the extent that there is any conflict between Exhibit A and this Agreement, this Agreement shall control. 1.2. Consultant shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City. 1.3. In performing this Agreement, Consultant shall comply with all applicable provisions of federal, state, and local law. 1.4. As a material inducement to City to enter into this Agreement, Consultant hereby represents that it has the experience necessary to undertake the Services to be provided. In light of such status and experience, Consultant hereby covenants that it shall follow the customary professional standards in performing all Services. The City relies upon the skill of Consultant, and Consultant's staff, if any, to do and perform the Services in a skillful, competent, and professional manner, and Consultant and Consultant's staff, shall perform the Services in such manner. Consultant shall, at all times, meet or exceed any and all applicable professional standards of care. The acceptance of Consultant's 2of19 work by the City shall not operate as a release of Consultant from such standard of care and workmanship. 1.5. Consultant will not be compensated for any work performed not specified in the Scope of Services unless the City authorizes such work in advance and in writing. The City Manager may authorize extra work to fund unforeseen conditions up to the amount approved at the time of award by the City Council. Payment for additional work in excess of this amount requires prior City Council authorization. 2.0 Term 2.1. The term of this Agreement shall commence on July 1, 2022, and shall remain in full force and effect until July 1, 2024, unless sooner terminated as provided in Section 5.0 of this Agreement. 3.0 Consultant's Compensation 3.1. City will pay Consultant in accordance with the hourly rates shown on the fee schedule set forth in Exhibit A for the Services but in no event will the City pay more than the total not -to -exceed amount of $38,800.00 (Thirty -Eight Thousand Eight Hundred dollars and 00/100) for the Term. 4.0 Method of Payment 4.1. Consultant shall submit to City monthly invoices for all Services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end of the month during which the Services were rendered and shall describe in detail the Services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the Services performed for each day in the period. City will pay Consultant within 30 days of receiving Consultant's invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Consultant. 4.2. Upon 24-hour notice from City, Consultant shall allow City or City's agents or representatives to inspect at Consultant's offices during reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this Agreement. City's rights under this Section 4.2 shall survive for three (3) years following the termination of this Agreement. 3of19 5.0 Termination 5.1. This Agreement may be terminated by City, without cause, or by Consultant based on reasonable cause, upon giving the other party written notice thereof not less than 30 days prior to the date of termination. 5.2. This Agreement may be terminated by City upon 10 days' notice to Consultant if Consultant fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy. 6.0 Party Representatives 6.1. The City Manager is the City's representative for purposes of this Agreement. 6.2. Stephen Mutch is the Consultant's primary representative for purposes of this Agreement. Stephen Mutch shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the Services hereunder. Consultant may not change its representative without the prior written approval of City, which approval shall not be unreasonably withheld. 7.0 Notices 7.1. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the United States Mail, first class postage prepaid and addressed to the party at the following addresses: To City: City of Seal Beach 211 -8th Street Seal Beach, California 90740 Attn: City Manager To Consultant: Anser Advisory Management, LLC 2677 N. Main Street, Suite 400 Santa Ana, CA 92705 Attn: Stephen Mutch 7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 8.0 Permits and Licenses Consultant and all of Consultant's employees and other personnel shall obtain and maintain during the Agreement term all necessary licenses, permits and 4of19 l certificates required by law for the provision of the Services under this Agreement, including a business license as required by the Seal Beach Municipal Code. 9.0 Independent Contractor 9.1. Consultant is an independent contractor and not an employee of the City. All work or other Services provided pursuant to this Agreement shall be performed by Consultant or by Consultant's employees or other personnel under Consultant's supervision. Consultant will determine the means, methods, and details by which Consultant's employees and other personnel will perform the Services. Consultant shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Services and compliance with the customary professional standards. 9.2. All of Consultant's employees and other personnel performing any of the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant and Consultant's personnel shall not supervise any of City's employees; and City's employees shall not supervise Consultant's personnel. Consultant's personnel shall not wear or display any City uniform, badge, identification number, or other information identifying such individual as an employee of City; and Consultant's personnel shall not use any City e-mail address or City telephone number in the performance of any of the Services under this Agreement. Consultant shall acquire and maintain at its sole cost and expense such vehicles, equipment and supplies as Consultant's personnel require to perform any of the Services required by this Agreement. Consultant shall perform all Services off of City premises at locations of Consultant's choice, except (1) as otherwise required for the performance of Services on City real property, vehicles or equipment; (2) as otherwise may from time to time be necessary in order for Consultant's personnel to receive projects from City, review plans on file at City, pick up or deliver any work product related to Consultant's performance of any Services under this Agreement, or (3) as may be necessary to inspect or visit City locations and/or private property to perform such Services. City may make a computer available to Consultant from time to time for Consultant's personnel to obtain information about or to check on the status of projects pertaining to the Services under this Agreement. 9.3. Consultant shall be responsible for and pay all wages, salaries, benefits and other amounts due to Consultant's personnel in connection with their performance of any Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, other retirement or pension benefits, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Notwithstanding any other agency, State, or federal policy, rule, regulation, statute or ordinance to the contrary, Consultant and any of its officers, employees, agents, and 5of19 subcontractors providing any of the Services under this Agreement shall not become entitled to, and hereby waive any claims to, any wages, salaries, compensation, benefit or any incident of employment by City, including but not limited to, eligibility to enroll in, or reinstate to membership in, the California Public Employees Retirement System ("PERS") as an employee of City, and entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits. 9.4. Consultant shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Consultant's personnel practices. or to the extent arising from, caused by or relating to the violation of any of the provisions of this Section 9.0. In addition to all other remedies available under law, City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this Section. This duty of indemnification is in addition to Consultant's duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. Consultant's indemnifications and obligations under this Section shall survive the expiration or termination of this Agreement. 10.0 PERS Compliance and Indemnification 10.1. General Requirements. TheParties acknowledge that City is a local agency member of PERS, and as such has certain pension reporting and contribution obligations to PERS on behalf of qualifying employees. Consultant agrees that, in providing its employees and any other personnel to City to perform any work or other Services under this Agreement, Consultant shall assure compliance with the Public Employees' Retirement Law ("PERL"), commencing at Government Code § 20000, as amended by the Public Employees' Pension Reform Act of 2013 ("PEPRA"),. and the regulations of PERS. Without limitation to the foregoing, Consultant shall assure compliance with regard to personnel who have active or inactive membership in PERS and to those who are retired annuitants and in performing this Agreement shall not assign or utilize any of its personnel in a manner that will cause City to be in violation of the PERL, PEPRA or any other applicable retirement laws and regulations. 10.2. Indemnification. Consultant shall defend (with legal counsel 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 6of19 Consultant's violation of any provisions of this Section 10.0. This duty of indemnification is in addition to Consultant's duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. Consultant's indemnification and obligations under this Section shall survive the expiration or termination of this Agreement. 11.0 Confidentiality 11.1. Consultant covenants that all data, reports, documents, surveys, studies, drawings, plans, maps, models, photographs, images, video files, media, discussion, or other information (collectively "Data & Documents") developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure. Consultant, its officers, employees, agents, or subcontractors shall not without written authorization from the City Manager or unless requested in writing by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the Services performed under this Agreement or relating to any project or property located within the City. Response to a subpoena or court order shall not be considered "voluntary," provided Consultant gives City notice of such court order or subpoena. 11.2. Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder or with respect to any project or property located within the City. City may, but has no obligation to, represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, City's right to review any such response does not imply or mean the right by City to control, direct or rewrite the response. 11.3. Consultant's covenants under this Section shall survive the termination or expiration of this Agreement. 12.0 Ownership of Documents and Work Product 12.1. All Data & Documents shall be and remain the property of City without restriction or limitation upon its use, duplication or dissemination by City. All Data & Documents shall be considered "works made for hire," and all Data & Documents and any and all intellectual property rights arising from their creation, including, but not limited to, all copyrights and other proprietary rights, shall be and remain the property of City without restriction or limitation upon their use, 7of19 duplication or dissemination by City. Consultant shall not obtain or attempt to obtain copyright protection as to any Data & Documents. 12.2. Consultant hereby assigns to City all ownership and any and all intellectual property rights to the Data & Documents that are not otherwise vested in City pursuant to the paragraph directly above this one. 12.3. Consultant warrants and represents that it has secured all necessary licenses, consents or approvals to use any instrumentality, thing or component as to which any intellectual property right exists, including computer software, used in the rendering of the Services and the production of all Written Products produced under this Agreement, and that City has full legal title to and the right to reproduce the Data & Documents. Consultant shall defend, indemnify and hold City, and its elected officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of City officials, harmless from any loss, claim or liability in any way related to a claim that City's use of any of the Data & Documents is violating federal, state or local laws, or any contractual provisions, or any laws relating to trade names, licenses, franchises, copyrights, patents or other means of protecting intellectual property rights and/or interests in products or inventions. Consultant shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked documents, materials, equipment, devices or processes in connection with its provision of the Services and Data & Documents produced under this Agreement. In the event the use of any of the Written Products or other deliverables hereunder by City is held to constitute an infringement and the use of any of the same is enjoined, Consultant, at its expense, shall: (1) secure for City the right to continue using the Data & Documents and other deliverables by suspension of any injunction, or by procuring a license or licenses for City; or (2) modify the Data & Documents and other deliverables so that they become non - infringing while remaining in compliance with the requirements of this Agreement. These covenants shall survive the expiration and/or termination of this Agreement. 12.4. Upon expiration or termination of the Agreement, Consultant shall deliver to City all Data & Documents and other deliverables related to any Services performed pursuant to this Agreement without additional cost or expense to City. If Consultant prepares a document on a computer, Consultant shall provide City with said document both in a printed format and in an electronic format that is acceptable to City. 13.0 Subcontractors No portion of this Agreement shall be subcontracted without the prior written approval of the City. Consultant is fully responsible to City for the performance of any and all subcontractors. 8of19 14.0 Prohibition Against Assignment or Delegation Consultant shall not assign any of its rights or delegate any of its duties under this Agreement, either in whole or in part, without City's prior written consent. Any purported assignment or delegation in violation of this Section shall be void and without effect, and shall entitle City to terminate this Agreement. As used in this Section, "assignment' and "delegation" means any sale, gift, pledge, hypothecation, encumbrance or other transfer of all or any portion of the rights, obligations, or liabilities in or arising from this Agreement to any person or entity, whether by operation of law or otherwise, and regardless of the legal form of the transaction in which the attempted transfer occurs. 15.0 Inspection and Audit of Records Consultant shall maintain complete and accurate records with respect to all Services and other matters covered under this Agreement, including but expressly not limited to, all Services performed, salaries, wages, invoices, time cards, cost control sheets, costs, expenses, receipts and other records with respect to this Agreement. Consultant shall maintain adequate records on the Services provided in sufficient detail to permit an evaluation of all Services in - connection therewith. All such records shall be clearly identified and readily accessible. At all times during regular business hours, Consultant shall provide City with free access to such records, and the right to examine and audit the same and to make copies and transcripts as City deems necessary, and shall allow inspection of all program data, information, documents, proceedings and activities and all other matters related to the performance of the Services under this Agreement. Consultant shall retain all financial and program service records and all other records related to the Services and performance of this Agreement for at least three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. City's rights under this Section 15.0 shall survive for three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. 16.0 Safety Requirements All work performed under this Agreement shall be performed in such a manner as to provide safety to the public and to meet or exceed the safety standards outlined by CAL OSHA and other applicable state and federal laws. City may issue restraint or cease and desist orders to Consultant when unsafe or harmful acts are observed or reported relative to the performance of the Services. Consultant shall maintain the work sites free of hazards to persons and property resulting from its operations. Consultant shall immediately report to the City any hazardous condition noted by Contractor. 9of19 17.0 Insurance 17.1. General Requirements. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that Consultant has secured all insurance required under this Section. 17.2. Minimum Scope and Limits of Insurance. Consultant shall, at its sole cost and expense, procure, maintain and keep in full force and effect for the duration of the Agreement, insurance against claims for injuries to ,persons or damages to property that may arise from or in connection with the performance of this Agreement, as follows: 17.2.1. Commercial General Liability Insurance: Consultant shall maintain limits no less than $2,000,000 per occurrence for bodily injury, personal injury and property damage; and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreementilocation or the general aggregate limit shall be twice the required occurrence limit: Coverage shall be at least as broad as the latest version of Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). If Consultant is a limited liability company, the commercial general liability coverage shall be amended so that Consultant and its managers, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds; 17.2.2. Automobile Liability Insurance: Consultant shall maintain limits no less than $1,000,000 per accident for bodily injury and property damage. Coverage shall be at least as broad as Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto).. 17.2.3. Workers' Compensation Insurance in the amount required by law; and Employer's Liability: $1,000,000 per accident and in the aggregate for bodily injury or disease; 17.2.4. Professional Liability (or Errors and Omissions) Liability. , within minimum limits of $1,000,000 per claim/aggregate. If a "claims made" policy is provided, then the policy shall be endorsed to provide an extended reporting period of not less than three years. 17.3. Acceptability of Insurers. The Insurance policies required under this Section shall be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. 17.4. Additional Insured. 10 of 19 17.4.1. For general liability insurance, City, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents acting as independent contractors in the role of City officials shall be covered as additional insureds with respect to the services or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work. 17.4.2. For automobile liability, City, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials, shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible. 17.4.3. These additional insured provisions shall also apply to any excess/umbrella liability policies. a 17.5. Cancellations or Modifications to Coverage. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by City to state: (1) coverage shall not be suspended, voided, reduced or canceled except after 30 days prior written notice by certified mail, return receipt requested, has been given to City; (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to City, its elected and appointed officials, officers, employees, agents, designated volunteers, and those City agents serving as independent contractors in the role of City officials; 17.6. Primary and Non -Contributing. Coverage shall be primary insurance as respects the City, its elected officials, officers, employees, agents, designated volunteers designated volunteers and agents serving as independent contractors in the role of City officials, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage and that any insurance or self-insurance maintained by the City, its elected officials, officers, employees, agents. designated volunteers designated volunteers and agents serving as independent contractors in the role of City officials, shall be excess of the Consultant's insurance and shall not be called upon to contribute with it; 17.7. Separation of Insureds. All insurance required by this Section shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to City, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials. 11 of 19 17.8. Deductibles and Self -Insured Retentions. Any deductibles or self- insured retentions shall be declared to and approved by City. Consultant guarantees that, at the option of City, either: (1) the insurer shall reduce or eliminate, such deductibles or self-insured retentions as respects City, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials; or (2) Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 17.9. Waiver of Subrogation. Each insurance policy required by this Agreement shall expressly waive the insurer's right of subrogation against City and its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials. Consultant hereby waives all rights of subrogation against City. 17.10. City Remedy for Noncompliance. If Consultant does not maintain the policies of insurance required under this Section in full force and effect during the term of this Agreement, or in the event any of Consultant's policies do not comply with the requirements under this Section, City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may, but has no duty to, take out the necessary insurance and pay, at Consultant's expense, the premium thereon. Consultant shall promptly reimburse City for any premium paid by City or City may withhold amounts sufficient to pay the premiums from payments due to Consultant. 17.11. Evidence of Insurance. Prior to the performance of Services under this Agreement, Consultant shall furnish City with original certificates of insurance and all original endorsements evidencing and effecting the coverages required under this Section on forms satisfactory to and approved by City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by City if requested. Consultant may provide complete, certified copies of all required. insurance policies to City. Consultant shall maintain current endorsements on file with City's Risk Manager. All certificates and endorsements shall be received and approved by the City before work commences. City reserves the right to require complete; certified copies of all required insurance policies, at any time. Consultant shall also provide proof to City that insurance policies expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Consultant shall furnish such proof at least two weeks prior to the expiration of the coverages. 17.12. Indemnity Requirements Not Limiting. Procurement of insurance by Consultant shall not be construed as a limitation of Consultant's liability or as full performance of Consultant's duty to indemnify City under Section 18.0. 12 of 19 17.13. Broader Coverage/Higher Limits. If Consultant maintains broader coverage and/or higher limits than the minimums required above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. 17.14. Subcontractor Insurance Requirements. Consultant shall require each of its subcontractors that perform Services under this Agreement to maintain insurance coverage that meets all of the requirements of this Section. 18.0 Indemnification, Hold Harmless, and Duty to Defend 18.1. Indemnity for Design Professional Services. To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, protect, indemnify and hold harmless City and its elected and appointed officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively "Indemnitees" in this Section 18.0), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, bid protests, stop notices, liens, and losses of any nature whatsoever, including but riot limited to fees of attorneys, accountants and other professionals and all costs associated therewith, and reimbursement of attorneys' fees and costs of defense (collectively "Claims"), in law or in equity, whether actual, alleged or threatened, which arise out of, pertain to, or relate to, in whole or in part, the negligence, recklessness or willful misconduct of Consultant, its officers, directors, agents, servants, employees, subcontractors, contractors or their officers, directors, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of design professional services under this Agreement by a "design professional," as the term is defined under California Civil Code § 2782.8(c). Notwithstanding the foregoing and as required by Civil Code § 2782.8(a), in no event shall the cost to defend the Indemnitees that is charged to Consultant exceed Consultant's proportionate percentage of fault. 18.2. Other Indemnities. 18.2.1. Other than in the performance of design professional services and to the fullest extent permitted by law, Consultant shall, at its sole cost and expense, protect, defend, hold harmless and indemnify the Indemnitees from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, bid protests, stop notices, liens and losses of any nature whatsoever, including but not limited to fees of accountants, attorneys and other professionals, and all costs associated therewith, and the payment of all consequential damages (collectively "Liabilities"), in law or equity, whether actual, alleged or threatened, which arise out of, pertain to, or relate to the acts or omissions of Consultant, its officers, 13 of 19 agents, servants, employees, subcontractors, materialmen, suppliers, or contractors, or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence, except for Liabilities arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. Consultant shall defend the Indemnitees in any action or actions filed in connection with any Liabilities with counsel of the Indemnitees' choice, and shall pay all costs and expenses, including all attorneys' fees and experts' costs actually incurred in connection with such defense. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by the Indemnitees in connection therewith. 18.2.3. Consultant shall indemnify and hold harmless City in accordance with Sections 9.0 and 10.0. 18.3. Subcontractor Indemnification. Consultant shall obtain executed indemnity agreements with provisions identical to those in this Section 18.0 from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. If Consultant fails to obtain such indemnities, Consultant shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Claims in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant's subcontractor, its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual that Consultant's subcontractor shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence, except for Claims or Damages arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. 18.4. Workers' Compensation Acts Not Limiting. Consultant's indemnification obligations under this Section, or any other provision of this Agreement, shall not be limited by the provisions of any workers' compensation act or similar act. Consultant expressly waives its statutory immunity under such statutes or laws as to City, its elected and appointed officers, officials, agents, employees, designated volunteers and those City agents serving as independent contractors in the role of City officials. 18.5. Insurance Requirements Not Limiting. City does not, and shall not, waive any rights that it may possess against Consultant because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. The indemnities and obligations in this Section shall apply regardless of whether or not any insurance policies are 14 of 19 determined to be applicable to the Claims or Liabilities asserted against City or any of the other Indemnitees. 18.6. Survival of Terms. Consultant's indemnifications and obligations under this Section 18.0 shall survive the expiration or termination of this Agreement. 19.0 Non -Discrimination Equal Employment Opportunity Consultant affirmatively represents that it is an equal opportunity employer. In the performance of this Agreement, Consultant shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, gender, sexual orientation, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, or any other basis prohibited by law. Consultant will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation, or any other basis prohibited by law. 20.0 Labor Certification By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 21.0 Prevailing Wage and Payroll Records To the extent that this Agreement calls for services that, in whole or in part, constitute "public works" as defined in the California Labor Code, Consultant shall comply in all respects with all applicable provisions of the California Labor Code, including those set forth in Exhibit B, attached hereto and incorporated by reference herein. 22.0 Entire Agreement This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both Parties. 23.0 Severability 15 of 19 The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement. 24.0 Governing Law and Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California, except that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in interpreting this Agreement. Any dispute that arises under or relates to this Agreement (whether contract, tort or both) shall be resolved in a superior court with geographic jurisdiction over the City of Seal Beach. 26.0 No Third Party Beneficiaries This Agreement is made solely for the benefit of the Parties to this Agreement and their respective successors and assigns, and no other person or entity shall be deemed to have any rights hereunder against either party by virtue of this Agreement. 26.0 Waiver No delay or omission to exercise any right, power or remedy accruing to City under this Agreement shall impair any right, power or remedy of City, nor shall it be construed as a waiver of, or consent to, any breach or default. No waiver of any breach, any failure of a condition, or any right or remedy under this Agreement shall be (1) effective unless it is in writing and signed by the Party making the waiver, (2) deemed to be a waiver of, or consent to, any other breach, failure of a condition, or right or remedy, or (3) deemed to constitute a continuing waiver unless the writing expressly so states. 27.0 Prohibited Interests; Conflict of Interest 27.1. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Consultant, further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant "financially interested" (as provided in California Government Code §§ 1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained. 27.2. Consultant further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working 16 of 19 exclusively for Consultant, to solicit or obtain this Agreement. Nor has Consultant paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift. 27.3. Consultant warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, non - contractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest' under applicable laws as described in this Section. 28.0 Final Payment Acceptance Constitutes Release The acceptance by Consultant of the final payment made under this Agreement shall operate as and be a release of City from all claims and liabilities for compensation to Consultant for anything done, furnished or relating to Consultant's work or services. Acceptance of payment shall be any negotiation of City's check or the failure to make a written extra compensation claim within ten calendar days of the receipt of that check. However, approval or payment by City shall not constitute, nor be deemed, a release of the responsibility and liability of Consultant, its employees, subcontractors and agents for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by City for any defect or error in the work prepared by Consultant, its employees, subcontractors and agents. 29.0 Corrections In addition to the indemnification obligations set forth above, Consultant shall correct, at its expense, all errors in the work which may be disclosed during City's review of Consultant's report or plans. Should Consultant fail to make such correction in a reasonably timely manner, such correction may be made by City, and the cost thereof shall be charged to Consultant. In addition to all other available remedies, City may deduct the cost of such correction from any retention amount held by City or may withhold payment otherwise owed Consultant under this Agreement up to the amount of the cost of correction. 30.0 Non -Appropriation of Funds 17 of 19 Payments to be made to Consultant by City for any Services performed within the current fiscal year are within the current fiscal budget and within an available, unexhausted fund. In the event that City does not appropriate sufficient funds for payment of Consultant's Services beyond the current fiscal year, this Agreement shall cover payment for Consultant's Services only to the conclusion of the last fiscal year in which City appropriates sufficient funds and shall automatically terminate at the conclusion of such fiscal year. 31.0 Mutual Cooperation n. 31.1. City's Cooperation. 'City shall provide Consultant with all pertinent Data, documents and other requested information as is reasonably available for Consultant's proper performance of the Services required under this Agreement. 31.2. Consultant's Cooperation. In the event any claim or action is brought against City relating to Consultant's performance of Services rendered under this Agreement, Consultant shall render any reasonable assistance that City requires. 32.0 Time of the Essence Time is of the essence in respect to all provisions of this Agreement that specify a time for performance; provided, however, that the foregoing shall not be construed to limit or deprive a Party of the benefits of any grace or use period allowed in this Agreement. 33.0 Attorneys' Fees If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party all of its attorneys' fees and other costs incurred in connection therewith. 34.0 Exhibits All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control. 35.0 Corporate Authority The person executing this Agreement on behalf of Consultant warrants that he or she is duly authorized to execute this Agreement on behalf of said party and that by his or her execution, the Consultant is formally bound to the provisions of this Agreement. 18 of 19 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 B CH By: ' ill R. Ingram, City Manager AtteE By: Approved as to o - By: - aig A. Steele, City Attorney CONSULTANT: Management, LLC, liability copporatjpn By: i Name: Its: By: ( i Name: G1 SEIA Its: AgSI STA -t1 Anser Advisory a California limited �04evAIPLA ��_ (Please note, two signatures required for corporations pursuant to California Corporations Code Section 313 from each of the following categories: (i) the chairperson of the board, the president or any vice president, and (ii) the secretary, any assistant secretary, the chief financial officer or any assistant treasurer of such corporation.) 19 of 19 EXHIBIT A Consultant's Proposal ANSER ADVISORY June 22, 2022 City of Seal Beach 2118th Street Seal Beach, CA 90740 Attn: Iris Lee, PE Acting Public Works Director 2677 N. Main St., Suite 400, Santa, Ana, CA 92705 714.276.1135 info@anseradvisory.com RE: PROJECT MANAGEMENT OVERSIGHT FOR THE RENOVATION OF THE SEAL BEACH PIER CONCRETE ABUTMENT and RESTROOMS PRE -DESIGN PHASE (Rev 2) Dear Ms. Lee, Anser is pleased to provide this proposal for the Project Management effort to develop scoping documents for the Concrete Pier Renovation Project. Our staff will work with other team members from the City and the Project Architect to develop scoping and planning for • Pier Bathroom Renovations • Concrete Pier Structures • Concrete Pier Deck We are sensitive to the City's intent to maintain the current period look of the concrete pier structure and will incorporate those details in the scope of the project. This initial effort will develop the following concepts and documents: Pre -Design & Scoping Phase The initial scoping effort will the following: • Review & Incorporate Gillis + Panichapan Arch Inc. design and specifications • Develop concrete renovation, repair methods and product specifications for this work • Incorporate Electrical and Fire Specifications • Attend meetings with City Staff to review progress, discuss options and clarify wants and needs • Review permitting requirements through the City of Seal Beach, the California Coastal Commission and other agencies as necessary • Develop a preliminary budget, phasing plan and schedule of the work details • Assist the City in preparation of bid documents for this project • Assist the City with Pre-bid meetings, review/response to questions and review of bids • Provide staff assistance in your offices to assist with Project Management duties ANSERADVISORY.COM ANSER2677 N. Main St., Suite 400, Santa Ana, CA 92705 ADVISORY 714.276.1135 info@anseradvisory.com Fee Proposal Summary This fee breakdown is based on the efforts described above over a work duration of about 2 months. Pre -Construction Services February 2022 Classification Hours Hourly Rate Fee Project Manager 70 $200 $14,000 Construction Manager 160 $155 $24,800 Proposed Fee $38,800 Prosect Management Fee Summary Pre -Design Scoping Services $ 38,800 We look forward to working with the City of Seal Beach on this project. Should you have any questions on this scope of work or cost proposal, please contact myself directly via email or by calling my cell phone at (562) 743-9420. Sincerely, stephew mutch Stephen Mutch, PE Director of Environmental Services CC: Paul Buckley Jason Rechlecki Benjamin Torres ANSERADVISORY.COM EXHIBIT B TERMS FOR COMPLIANCE WITH CALIFORNIA LABOR LAW REQUIREMENTS 1. This Agreement calls for services that, in whole or in part, constitute "public works" as defined in Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code ("Chapter 1"). Further, Consultant acknowledges that this Agreement is subject to (a) Chapter 1 and (b) the rules and regulations established by the Department of Industrial Relations ("DIR") implementing such statutes. Therefore, as to those Services that are "public works", Consultant shall comply with and be bound by all the terms, rules and regulations described in 1(a) and 1(b) as though set forth in full herein. 2. California law requires the inclusion of specific Labor Code provisions in certain contracts. The inclusion of such specific provisions below, whether or not required by California law, does not alter the meaning or scope of Section 1 above. 3. Consultant shall be registered with the Department of Industrial Relations in accordance with California Labor Code Section 1725.5, and has provided proof of registration to City prior to the Effective Date of this Agreement. Consultant shall not perform work with any subcontractor that is not registered with DIR pursuant to Section 1725.5. Consultant and subcontractors shall maintain their registration with the DIR in effect throughout the duration of this Agreement. If Consultant or any subcontractor ceases to be registered with DIR at any time during the duration of the project, Consultant shall immediately notify City. 4. Pursuant to Labor Code Section 1771.4, Consultant's Services are subject to compliance monitoring and enforcement by DIR. Consultant shall post job site notices, as prescribed by DIR regulations. 5. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages for each craft, classification, or type of worker needed to perform the Agreement are on file at City Hall and will be made available to any interested party on request. Consultant acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and Consultant shall post such rates at each job site covered by this Agreement. 6. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. Consultant shall, as a penalty to City, forfeit $200.00 for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Consultant or by any subcontractor. 7. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform City of the location of the records. 8. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6 and 1777.7 and California Code of Regulations, Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Consultant shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within 60 days after concluding work pursuant to this Agreement, Consultant and each of its subcontractors shall submit to City a verified statement of the journeyman and apprentice hours performed under this Agreement. 9. Consultant shall not perform work with any Subcontractor that has been debarred or suspended pursuant to California Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. Consultant and subcontractors shall not be debarred or suspended throughout the duration of this Contract pursuant to Labor Code Section 1.777.1 or any other federal or state law providing for the debarment of contractors from public works. If Consultant or any subcontractor becomes debarred or suspended during the duration of the project, Consultant shall immediately notify City. 10. Consultant acknowledges that eight hours labor constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code Section 1810. Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. Consultant shall, as a penalty to City, forfeit $25.00 for each worker employed in the performance of this Agreement by Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code Section 1815, work performed by employees of Consultant in excess of eight hours per day, and 40 hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of eight hours per day at not less than one and one-half times the basic rate of pay. 11. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Consultant hereby certifies as follows: "I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract." 12. For every subcontractor who will perform work on the project, Consultant shall be responsible for such subcontractor's compliance with Chapter 1 and Labor Code Sections 1860 and 3700, and Consultant shall include in the written contract between it and each subcontractor a copy of those statutory provisions and a requirement that each subcontractor shall comply with those statutory provisions. Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a periodic review of the certified payroll records of the subcontractor and upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take corrective action to halt or rectify any failure. 13. To the maximum extent permitted by law, Consultant shall indemnify, hold harmless and defend (at Consultant's expense with counsel reasonably acceptable to City) City, its officials, officers, employees, agents and independent contractors serving in the role of City officials, and volunteers from and against any demand or claim for damages, compensation, fines, penalties or other amounts arising out of or incidental to any acts or omissions listed above by any person or entity (including Consultant, its subcontractors, and each of their officials, officers, employees and agents) in connection with any work undertaken or in connection with the Agreement, including without limitation the payment of all consequential damages, attorneys' fees, and other related costs and expenses. All duties of Consultant under this Section shall survive the termination of the Agreement. ANSFRAD-01 ACORO® `� CERTIFICATE OF LIABILITY INSURANCE DATE (MMroDIYYYY) 6/30/2022 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 endarsement(s). PRODUCER Ames 8: Gough g 8300 Greensboro Drive Suite 980 CONTACT NAME: PHONE FAX (AIC, No, Ext): (703) 827-2277 (Ac, Ne):(703) 827-2279 EpmaEss, admin@amesgough.com INSURERS AFFORDING COVERAGE NAIC # McLean, VA 22102 INSURER A: National Fire Insurance Company of Hartford AM) 20478 INSURED INSURER B: Continental Insurance Com an A XV 35289 INSURER C:Valley Forge Insurance Company A XV 20508 Anser Advisory Management,LLC 2677 North Main Street Suite 400 INSURER D: Evanston Insurance Company 35378 INSURER E : Santa Ana, CA 92705 INSURER F: 10/26/2021 frnvCoAr-Cc f`CRTICIf ATF At1IMRFR• RFVISICIN NIIMRFR• THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE�POLICIES DESCRIBED HEREIN IS SUBJECT TO.ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDINSDL Syyyp POLICY'NUMBER MM/uDDY EFF MMND EXPLTR LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S 1,000,000 DAMAGE TM occurrence) D $ 1,000,000 CLAIMS -MADE �X OCCUR 7011411355 10/26/2021 1/17/2023 MED EXP (Any oneperson) S 15,000 PERSONAL&ADV INJURY S 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY X YET a LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS-COMP/OPAGG S 2,0(10,000 S OTHER: A LI AUTOMOBILE ABILITY EDa�d D SINGLE LIMIT S 1,000,000 BODILY INJURY Per person)S X ANY AUTO 7011411369 10/26/2021 1/17/2023 BODILY INJURY Per accident S OWNED SCHEDULED AUTOS ONLY AUTOS PROPERTY DAMAGE Per accident S yyN AUT OS ONLY ATOS O E S B X UMBRELLA LIAB X OCCUR EACH OCCURRENCE S 10,000,000 AGGREGATE S 10'000'000 EXCESS LIAB CLAIMS -MADE 7011652381 10/26/2021 1/17/2023 DED X I RETENTIONS 10,000 $ C WORKERS COMPENSATION ANDEMPLOYERS'LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDE( �N (Mandatory In NH) NIA 7011411386 1/17/2022 1/17/2023 X PER OTH- TAT TE ER E.L. EACH ACCIDENT $ 11000,000 E.L. DISEASE -EA EMPLOYE S 1,000,QUO E.L. DISEASE - POLICY LIMIT I $ 1 xomo_o If yes, describe under DESCRIPTION OF OPERATIONS below D Professional Liab. MKLV7PL0005111 1/17/2022 1/17/2023 Per Claim/Aggregate 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: Seal Beach Pier Concrete Abutment Restoration )BP2201) and Pier Restroom Restoration (BP2202) City of Long Beach, and its managers, affiliates, employees, agents, designated volunteers are included as additional insured with respect to General Liability, Automobile Liability and Umbrella Liability when required by written contract. General Liability and Automobile Liability are primary and non-contributory over any existing insurance and limited to liability arising out of the operations of the named insured and when required by written contract. Genera( Liability, Automobile Liability and Workers Compensation policies include a waiver of subrogation in favor of the additional insureds where permissible by state law and when required by written contract. 30 -day Notice of Cancellation will be issued for the General Liability, Automobile Liability, Umbrella Liability, Workers SEE ATTACHED ACORD 101 City of Seal Beach 211 -8th Street Sea( Beach, CA 90740 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 944/ ACORD 25 (2016/03) @ 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD � 7 ACORO° AGENCY CUSTOMER ID: ANSERAD-01 LOC #: ADDITIONAL REMARKS SCHEDULE KSUTTON Page 1 of 1 AGENCY NAMED INSURED Ames & Gough ement, LLC 7odh ISteeg 67 rtManr Suite 400 Santa Ana, CA 92705 POUCY NUMBER EE PAGE 1 CARRIER NAIC CODE EE PAGE 1 SEE P 1 EFFECTIVE DATE: SEE PAGE 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Description of Operations/Locations/Vehicies: Compensation and Professional Liability policies in accordance with policy terns and conditions. Umbrella Liability coverage sits excess over General Liability, Automobile Liability and Employers Liability coverage. ACORD 101 (2008101) CEJ ZUUS AGUKU GUKI'UKA 1 IUN. Au rlgnrs reserveu. The ACORD name and logo are registered marks of ACORD