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HomeMy WebLinkAboutAGMT - Interwest Consulting Group Inc (Permit Review & Plan Check Svcs)PROFESSIONAL SERVICES AGREEMENT for Permit Review and Plan Check Services between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 MA Interwest Consulting Group, Inc. 15140 Transistor Lane Huntington Beach, CA 92649 (714) 899-9039 This Professional Service Agreement ("the Agreement") is made as of May 22, 2023 (the "Effective Date"), by and between Interwest Consulting Group, Inc. ("Consultant'), a Colorado corporation and the City of Seal Beach ("City"), a California charter city, (collectively, "the Parties"). RECITALS A. City desires certain professional permit review and plan check services. B. City and Contractor previously entered into a professional services agreement dated January 13, 2020 for professional permit review and plan check services ("2000 Agreement") for a one-year term and two optional extensions, extended by letter for an additional year through and including January 13, 2022 and extended again for an additional year through an including January 13, 2023. C. Pursuant to the authority provided by its City Charter and Seal Beach Municipal Code § 3.20.025(C), City desires to enter into a new agreement to retain Consultant to provide professional engineering services for permit review and plan check services in the manner set forth herein and more fully described in Section 1.0. D. Consultant represents that the principal members of its firm are qualified professional engineers and are fully qualified to perform professional services contemplated by this Agreement by virtue of its experience, and the training, education and expertise of its principals and employees. E. City desires to retain Consultant as an independent contractor and Consultant desires to serve City to perform those professional services in accordance with the terms and conditions of this Agreement. i 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") in this Agreement and the Proposal attached hereto as Exhibit A and incorporated herein by this reference. To the extent that there is any conflict between Exhibit A and this Agreement, this Agreement shall control. Given the on-call nature of this Agreement, Consultant acknowledges that there is no guarantee that City shall request any Services hereunder. 1.2. Consultant shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City. 2 of 21 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 work by the City shall not operate as a release of Consultant from such standard of care and workmanship. 1.5. Consultant will not be compensated for any work performed not specified in the Scope of Services unless the City authorizes such work in advance and in writing. The City Manager may authorize extra work to fund unforeseen conditions up to the amount approved at the time of award by the City Council. Payment for additional work in excess of this amount requires prior City Council authorization. 2.0 Term 2.1. The term of this Agreement shall commence as of the January 14, 2023 and shall continue for a term of three (3) years ("Original Term") and shall expire at midnight on January 14, 2026, unless sooner terminated or extended as provided by this Agreement. 2.2. The City, at its sole option, may elect to extend the Original Term of this Agreement, upon the same terms and conditions, for up to two (2) additional terms of one year each ("extension"), by providing written notice to Contractor at least one month prior to the expiration of an existing term. If timely elected by the City, the first extension shall have a term extending from January 14, 2026 through and including January 14, 2027, unless sooner terminated or extended pursuant to this Agreement. If timely elected by the City, the second extension shall be from January 14, 2027 through and including January 14, 2028, unless sooner terminated pursuant to this Agreement. Any extension shall not be effective except upon execution of a written amendment to this Agreement signed by the City Manager and Contractor's authorized representatives. 3.0 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 $80,000 (Eighty -Thousand Dollars) and 00/100 for each year 3 of 21 of the Original Term or the total not -to -exceed amount of $240,000 (Two Hundred Forty Thousand Dollars and 00/100) for the Original Term. 3.2. In the event that City elects to extend the Original Term in accordance with Subsection 2.2 of this Agreement, City will pay Consultant in accordance with the hourly rates shown on the fee schedule set forth in Exhibit A for Services but in no event will the City pay more than the total not -to -exceed amount of $80,000 (Eighty Thousand Dollars and 00/100) for each one-year extension. 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 Subsection 4.2 shall survive for three (3) years following the termination of this Agreement. 5.0 Termination 5.1. This Agreement may be terminated by City, without cause, or by Consultant based on reasonable cause, upon giving the other party written notice thereof not less than 30 days prior to the date of termination. 5.2. This Agreement may be terminated by City upon 10 days' notice to Consultant if Consultant fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy. 5.3. Obligations upon termination. Unless otherwise specified in the notice of termination, Consultant shall cease all work under this Agreement immediately upon receipt of notice of termination from City under Subsection 5.1, or immediately upon City's acknowledgment of receipt of Consultant's notice of termination to City under Subsection 5.1. Upon termination, City shall be immediately given title to and possession of all Work Product (as defined in 4 of 21 Subsection 12.1 of this Agreement) produced or developed pursuant to this Agreement up to the date of termination. Provided that Consultant is not then in breach, City shall pay Consultant for any portion of the Services completed prior to termination, based on the reasonable value of the Services rendered. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. In no event shall Consultant be entitled to payment for unperformed services or services within the Scope of Services performed prior to the effective date of this Agreement; and Consultant shall not be entitled to receive more than the amount that would be paid to Consultant for the full performance of the Services up to date of termination. Consultant shall have no other claim against City by reason of such termination, including any claim for compensation or damages. 6.0 Party Representatives 6.1. The City Manager is the City's representative for purposes of this Agreement. 6.2. Nicole Jules is the Consultant's primary representative for purposes of this Agreement. Nicole Jules 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: Interwest Consulting Group, Inc. 15140 Transistor Lane Huntington Beach, CA 92649 Attn: Nicole Jules 7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 5 of 21 8.0 Permits and Licenses Consultant and all of Consultant's employees and other personnel shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of the Services under this Agreement, including a business license as required by the Seal Beach Municipal Code. 9.0 Independent Contractor 9.1. Consultant is an independent contractor and not an employee of the City. All work or other Services provided pursuant to this Agreement shall be performed by Consultant or by Consultant's employees or other personnel under Consultant's supervision. Consultant will determine the means, methods, and details by which Consultant's employees and other personnel will perform the Services. Consultant shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Services and compliance with the customary professional standards. 9.2. All of Consultant's employees and other personnel performing any of the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant and Consultant's personnel shall not supervise any of City's employees; and City's employees shall not supervise Consultant's personnel. Consultant's personnel shall not wear or display any City uniform, badge, identification number, or other information identifying such individual as an employee of City; and Consultant's personnel shall not use any City e-mail address or City telephone number in the performance of any of the Services under this Agreement. Consultant shall acquire and maintain at its sole cost and expense such vehicles, equipment and supplies as Consultant's personnel require to perform any of the Services required by this Agreement. Consultant shall perform all Services off of City premises at locations of Consultant's choice, except (1) as otherwise required for the performance of Services on City real property, vehicles or equipment; (2) as otherwise may from time to time be necessary in order for Consultant's personnel to receive projects from City, review plans on file at City, pick up or deliver any work product related to Consultant's performance of any Services under this Agreement, or (3) as may be necessary to inspect or visit City locations and/or private property to perform 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 6 of 21 additional personnel, including, but not limited to: Social Security taxes, other retirement or pension benefits, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Notwithstanding any other agency, State, or federal policy, rule, regulation, statute or ordinance to the contrary, Consultant and any of its officers, employees, agents, and subcontractors providing any of the Services under this Agreement shall not become entitled to, and hereby waive any claims to, any wages, salaries, compensation, benefit or any incident of employment by City, including but not limited to, eligibility to enroll in, or reinstate to membership in, the 'California Public Employees Retirement System ("PERS") as an employee of City, and entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits. 9.4. Consultant shall indemnify, defend and hold harmless City and its elected and appointed 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. The Parties acknowledge that City is a local agency member of PERS, and as such has certain pension reporting and contribution obligations to PERS on behalf of qualifying employees. Consultant agrees that, in providing its employees and any other personnel to City to perform any work or other Services under this Agreement, Consultant shall assure compliance with the Public Employees' Retirement Law ("PERE"), commencing at Government Code § 20000, as amended by the Public Employees' Pension Reform Act of 2013 ("PEPRA" ),. and the regulations of PERS. Without limitation to the foregoing, Consultant shall assure compliance with regard to personnel who have active or inactive membership in PERS and to those who are retired annuitants and in performing this Agreement shall not assign or utilize any of its personnel in a manner that will cause City to be in violation of the PERL, PEPRA or any other applicable retirement laws and regulations. 7 of 21 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 and appointed officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Consultant's violation of any provisions of this Section 10.0. This duty of indemnification is in addition to Consultant's duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. Consultant's indemnification and obligations under this Section shall survive the expiration or termination of this Agreement. 11.0 Confidentiality 11.1. Consultant covenants that all data, reports, documents, surveys, studies, drawings, plans, maps, models, photographs, images, video files, media, discussion, information or other Work Product (as defined in Subsection 12.1) 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. 8 of 21 12.0 Ownership of Work Product 12.1. Unless otherwise agreed upon in writing, all draft and final reports, drawings, specifications, documents, and other written material of any kind, and any and all images, ideas, concepts, designs including website designs, source code, object code, electronic data and files, and/or other media whatsoever created or developed by Consultant in the performance of this Agreement (collectively, "Work Product") shall be considered "works made for hire" for the benefit of City. Upon completion of, or in the event of termination of this Agreement, all Work Product and any and all intellectual property rights arising from their creation, including, but not limited to, all copyrights and other proprietary rights, shall be and remain the property of City without restriction or limitation upon their use, duplication or dissemination by City upon payment being made in accordance with Subsection 5.3, and may be used, reused or otherwise disposed of by City for any purpose without Consultant's consent, provided that Consultant will not be held liable for any use, reuse or modification of the City -owned Work Product for purposes outside this Agreement. Consultant shall not obtain or attempt to obtain copyright protection as to any of the Work Product. For the avoidance of doubt, nothing in this Agreement shall be understood to grant City rights to pre-existing intellectual property of Consultant, including Consultant software and licensed software, or to any improvements thereto; except that City shall have a fully paid-up and perpetual license to use and retain any and all Work Product and other deliverables prepared or provided by Consultant including Work Product and other deliverables that are created using any of Consultant's pre-existing intellectual property, and City shall further solely own, retain and have the right to use for any lawful purpose, any and all such deliverables following the termination or expiration of this Agreement. 12.2. Consultant hereby assigns to City all ownership to the Work Product, including any and all related intellectual property and proprietary rights, that are not otherwise vested in City pursuant to Subsection 12.1, above. 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 Work Product produced under this Agreement, and that City has full legal title to and the right to reproduce the Work Product for any purpose. Consultant shall defend, indemnify and hold City, and its elected and appointed 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 Work Product violates 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, 9 of 21 trade secret or trademarked documents, materials, equipment, devices or processes in connection with its provision of the Services and Work Product produced under this Agreement. In the event the use of any of the Work Product 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 Work Product and other deliverables by suspension of any injunction, or by procuring a license or licenses for City; or (2) modify the Work Product 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 Work Product and other deliverables related to any Services performed pursuant to this Agreement without additional cost or expense to City. If Consultant prepares a document on a computer, Consultant shall provide City with said document both in a printed format and in an electronic format that is acceptable to City. 13.0 Subcontractors No portion of this Agreement shall be subcontracted without the prior written approval of the City. Consultant is fully responsible to City for the performance of any and all subcontractors. 14.0 Prohibition Against Assignment or Delegation Consultant shall not assign any of its rights or delegate any of its duties under this Agreement, either in whole or in part, without City's prior written consent. Any purported assignment or delegation in violation of this Section shall be void and without effect, and shall entitle City to terminate this Agreement. As used in this Section, "assignment" and "delegation" means any sale, gift, pledge, hypothecation, encumbrance or other transfer of all or any portion of the rights, obligations, or liabilities in or arising from this Agreement to any person or entity, whether by operation of law or otherwise, and regardless of the legal form of the transaction in which the attempted transfer occurs. 15.0 Inspection and Audit of Records Consultant shall maintain complete and accurate records with respect to all Services and other matters covered under this Agreement, including but expressly not limited to, all Services performed, salaries, wages, invoices, time cards, cost control sheets, costs, expenses, receipts and other records with respect to this Agreement. Consultant shall maintain adequate records on the Services provided in sufficient detail to permit an evaluation of all Services in connection therewith. All such records shall be clearly identified and readily 10 of 21 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. 17.0 Insurance 17.1. General Requirements. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that Consultant has secured all insurance required under this Section. 17.2. Minimum Scope and Limits of Insurance. Consultant shall, at its sole cost and expense, procure, maintain and keep in full force and effect for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement, as follows: 17.2.1. Commercial General Liability Insurance: Consultant shall maintain limits no less than $2,000,000 per occurrence for bodily injury, personal injury and property damage; and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit: Coverage shall be at least as broad as the latest version of Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). If Consultant is a limited liability company, the commercial general liability coverage shall be amended so that Consultant and its managers, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds; 11 of 21 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, with 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. 17.4.1. For general liability insurance, City, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents acting as independent contractors in the role of City officials shall be covered as additional insureds with respect to the services or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work. 17.4.2. For automobile liability, City, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials, shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible. 17.4.3. These additional insured provisions shall also apply to any excess/umbrella liability policies. 17.5. Cancellations or Modifications to Coverage. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by City to state: (1) coverage shall not be suspended, voided, reduced or canceled except after 30 days prior written notice by certified mail, return receipt requested, has been given to City; (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to City, its 12 of 21 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 and appointed 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 and appointed officials, officers, employees, agents. designated volunteers designated volunteers and agents serving as independent contractors in the role of City officials, shall be excess of the Consultant's insurance and shall not be called upon to contribute with 'it; 17.7. Separation of Insureds. All insurance required by this Section shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to City, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials. 17.8. Deductibles and Self -Insured Retentions. Any deductibles or self- insured retentions shall be declared to and approved by City. Consultant 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. i 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. 13 of 21 17.11. Evidence of Insurance. Prior to the performance of Services under this Agreement, Consultant shall furnish City with original certificates of insurance and all original endorsements evidencing and effecting the coverages required under this Section on forms satisfactory to and approved by City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by City if requested. Consultant may provide complete, certified copies of all required insurance policies to City. Consultant shall maintain current endorsements on file with City's Risk Manager. All certificates and endorsements shall be received and approved by the City before work commences. City, reserves the right to require complete, certified copies of all required insurance policies, at any time. Consultant shall also provide proof to City that insurance policies expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Consultant shall furnish such proof at least two weeks prior to the expiration of the coverages. 17.12. Indemnity Requirements Not Limiting. Procurement of insurance by Consultant shall not be construed as a limitation of Consultant's liability or as full performance of Consultant's duty to indemnify City under Section 18.0. 17.13. Broader Coverage/Higher Limits. If Consultant maintains broader coverage and/or higher limits than the minimums required above, City requires 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. Timely Notice of Claims. Consultant shall give City prompt and timely notice of demands or claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement, and that involve or may involve coverage under any of the required insurance policies. 17.15. 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 Desiqn Professional Services. If Consultant's Services hereunder include the performance of design professional services by a "design professional" (as defined in subdivision Civil Code Section 2782.8(c)), then 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 14 of 21 18.0), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, bid protests, stop notices, liens, and losses of any nature whatsoever, including but not limited to fees of attorneys, accountants and other professionals and all costs associated therewith, and reimbursement of attorneys' fees and costs of defense (collectively "Claims"), in law or in equity, whether actual, alleged or threatened, to the extent that they arise out of, pertain to', or relate to, 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. Notwithstanding the foregoing and as required by Civil Code Section 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 City and the other Indemnitees (as defined in Subsection 18.1, above) , 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, to the extent that they arise out of, pertain to, or relate to the acts or omissions of Consultant, its officers, agents, servants, employees, subcontractors, materialmen, suppliers, or contractors, or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence, except for Liabilities arising from the sole active or passive 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. 7 18.2.2. Consultant shall defend, indemnify and hold harmless City in accordance with Sections 9.0 and 10.0. 15 of 21 18.3. Notice. Each party shall provide the other party with prompt and timely notice of any Liability or Claim and shall reasonably cooperate fully with the other party in any such defense. 18.4. 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 and/or Liabilities in law or equity, whether actual, alleged or threatened, to the extent that they 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 and/or Liabilities arising from the sole active or passive negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. 18.5. 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. 18.6. Insurance Requirements Not Limiting. City does not, and shall not, waive any rights that it may possess against Consultant because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. The indemnities and obligations in this Section shall apply regardless of whether or not any insurance policies are determined to be applicable to the Claims and/or Liabilities asserted against City or any of the other Indemnitees. 18.7. 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 and 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, 16 of 21 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 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. 17 of 21 25.0 No Third Party Beneficiaries This Agreement is made solely for the benefit of the Parties to this Agreement and their respective successors and assigns, and no other person or entity shall be deemed to have any rights hereunder against either party by virtue of this Agreement. 26.0 Waiver No delay or omission to exercise any right, power or remedy accruing to City under this Agreement shall impair any right, power or remedy of City, nor shall it be construed as a waiver of, or consent to, any breach or default. No waiver of any breach, .any failure of a condition, or any right or remedy under this Agreement shall be (1) effective unless it is in writing and signed by the Party making the waiver, (2) deemed to be a waiver of, or consent to, any other breach, failure of a condition, or right or remedy, or (3) deemed to constitute a continuing waiver unless the writing expressly so states. 27.0 Prohibited Interests; Conflict of Interest 27.1. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the .Services, or which would conflict in any manner with the performance of the Services. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant "financially interested" (as provided in California Government Code §§ 1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained. 27.2. Consultant further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Nor has Consultant paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift. 27.3. Consultant warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, non - 18 of 21 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 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. 19 of 21 31.0 Mutual Cooperation 31.1. City's Cooperation. City shall provide Consultant with all pertinent Data, documents and other requested information as is reasonably available for Consultant's proper performance of the Services required under this Agreement. 31.2. Consultant's Cooperation. In the event any claim or action is brought against City relating to Consultant's performance of Services rendered under this Agreement, Consultant shall render any reasonable assistance that City requires. 32.0 Time of the Essence Time is of the essence in respect to a time for performance; provided, construed to limit or deprive a Party allowed in this Agreement. 33.0 Attorneys' Fees all provisions of this Agreement that specify however, that the foregoing shall not be of the benefits of any grace or use period 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 Titles and Headings The titles and headings used in this Agreement are for convenience only and shall in no way define, limit or describe the scope or intent of this Agreement or any part of it. 35.0 Exhibits i' 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. 36.0 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. 20 of 21 IN WITNESS WHEREOF, representatives have exE above written. the Parties hereto, through their respective authorized -uted this Agreement as of the date and year first CITY OF SEAL BEACH By: Ji M. Ingram, City Manama,.,,: Attest: 0 Approved as to rm: By: Nicholas Ghirelli, City Attorney CONSULTANT: Interwest Consulting Group, Inc., a Colorado corporation By: J�m Name: Paul Meschino Its: President /J 4By: _ jo"'�y/ 4- Name:- David J. Kniff Its: Assistant Secretary (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.) PROOF OF AUTHORITY- TO BIND CONTRACTING PARTY REQUIRED 21 of 21 EXHIBIT A Consultant's Proposal ti�;AYffp April 19, 2023 . David Spitz, Associate Engineer City of Seal Beach rw 211 Eighth Street I N T' E R W E S T Seal Beach, CA 90740 A SAFEbuilf COMPANY RE: Proposal to Provide Plan Check and Permit Assistance Services Mr. Spitz, Thank you for contacting Interwest Consulting Group regarding the City's need for permit review and plan check services. It is our desire to assist the City with meeting the increasing demand of telecommunications permit requests. We propose Nicole Jules, PE to provide these services at an hourly rate of $195. Nicole will be supported by a team of engineers and technicians as necessary. We are confident that our team possesses the experience and skills necessary to work with existing City staff to successfully review the permit applications and associated improvement and traffic control plans. We anticipate the cost of services to not exceed $80,000. Each permit will be tracked on a time and material basis in accordance with our Rate Schedule attached herein. Nicole has more than 25 years of experience in civil and traffic engineering design and project management, with a specialization in right-of-way management. She is a licensed engineer in the state of California and an active member of the American Public Works Association (APWA). Before joining I.nterwest, she served as the Deputy Director of Public Works for the City of Rancho Palos Verdes where she managed dozens of consultants and contractors to successfully complete several large-scale capital improvement projects. will serve as the City's Principal -in -Charge. I am an authorized representative of Interwes,t Consulting Group, able to bind the firm to all commitments made in this proposal. Nicole Jules will be the primary provider of services over the course of this engagement. Our contact information is below: Paul Meschino 1 Jenner, Suite 160 Irvine, CA 92618 pmeschino@interwestgrp.com 0: 714.899.9039 1 C: 619.372.9962 Nicole Jules, PE 1 Jenner, Suite 160 Irvine, CA, 92618 njules@interwestgrp.com 0: 714.243.8573 1 C: 310.938.3244 We appreciate this opportunity to assist the City of Seal Beach. Please do not hesitate to contact us should you have any questions. Sincerely, Paul Meschino President e A O 1 Jenner I Suite 1601 Irvine, CA 92618 INTERV �/ 949.731.4000 City of Seal Beach H Public Works Department Proposal forProvide Plan Check and Permit Assistance Services FIRM INTRODUCTION The seamless integration of municipal service professionals in support of public agencies has been our purpose since Interwest Consulting Group formed in 2002. Interwest was founded by individuals with a passion for serving municipalities. We currently employ more than 400 employees spanning a multitude of disciplines within public works and building safety departments throughout California. We provide the following services to cities and counties: o Engineering Plan Check o Municipal Engineering o Traffic Engineering o Construction Management & Inspection o Emergency Management o Real Estate & Right of Way o Building Safety o Organizational & Leadership Development Our staff has held senior and executive management positions within numerous California cities including the titles of City Engineer, Public Works Director, Construction Manager and other management personnel. This depth of experience brings a high level of expertise and sensitivity towards community and special interest group issues. We value the importance of a focus that represents the interests of our public agency clients and reflects positively on the citizens they serve. We furnish both technical excellence and a thorough understanding of the regulatory process to assist our clients through the complexities associated with the delivery of projects, implementation of important public programs, and adoption of significant public policy. KEY PERSONNEL Below are the personnel we propose to provide services to the City of Seal Beach followed by brief introductions describing each staff member's qualifications and experience. Paul Meschino PRINCIPAL -IN -CHARGE Nicole Jules, PE PROJECT MANAGER I DIRECTOR, TRAFFIC ENGINEERING Andrea Schumacher, PE TRANSPORTATION ENGINEER Joseph Mullaney, EIT ASSOCIATE ENGINEER Nicole Jules, PE Project Manager I Director, Traffic Engineering Services Nicole is a California registered Civil Engineer with over 25 years of progressive professional experience. She recently served as Deputy Director of Public Works for the City of Rancho Palos Verdes, performing advanced engineering work in planning, organizing and directing the day- to-day activities of the Public Works Department. Nicole's expertise and experience includes traffic signal design and construction, geometric design, traffic impact studies, traffic circulation and parking analyses, construction staging, and traffic control plan design. She is proficient in roadway design, curb, gutter, sidewalk and median design, precise grading, storm drain facilities and wireless telecommunications facilities in the public rights of way. Nicole is City of Seal Beach H Public Works Department "' Proposal for Provide Plan Check and Permit Assistance Services -� 1 a member of the American Public Works Association, the American Society of Civil Engineers and the Institute of Transportation Engineers. Andrea Schumacher Transportation Engineer With over 13 years of experience in Transportation Engineering and Grant Writing, Andrea has been an asset to many municipalities where her focus is traffic signal and safety systems. Andrea's extensive experience has given her the opportunity to assist the Cities of Perris, San Jacinto and EI Monte with plan check services. Joseph Mullaney, EIT Engineering Technician Joseph possesses years of experience providing civil engineering services in the public arena working with various municipalities. He has extensive experience in design, investigation and coordination of fiber optic systems. He also is familiar with FTTP design regulations. He is known for his ability to efficiently multi -task on projects providing our clients with a broad range of services. He is consistently professional and exercises good judgment in his handling of all matters. Joe currently provides engineering support for various clients in Southern California, including the Cities of Oxnard and Lancaster. CLIENT REFERENCES Interwest has a successful history of providing plan check services on time and within budget. Below are relevant projects and references for clients to whom we have provided similar services. City of Rancho Palos Verdes Ron Dragoo, Principal Engineer 30940 Hawthorne Blvd, Rancho Palos Verdes, CA 90275 310.544.5282 1 charlese@rpvca.gov Services Provided: Plan Check, Encroachment Permit processing, Traffic and Civil Engineering, Engineering Plan Review, Construction Management and Inspection, Building Safety Plan Check and Inspection, Engineering Technician Services. City of Oxnard Debbie O'Leary, Planning Associate 319 Slauson Ave, Maywood, CA 90270 323.562.57211 David.Mango@cityofmaywood.org Services Provided: Engineering Plan Check, Traffic Control Plan Check, Project Management, Traffic and Civil Engineering Services, Engineering Plan Review, Construction Management and Inspection, Building Safety Plan Check and Inspection, Engineering Technician Services. City of South Pasadena Kristine Courdy, Deputy Director of Public Works 1414 Mission St, South Pasadena, CA 91030 626-403-7246 '1 kcourdv@southpasadenaca.gov Services Provided: Project Management, Traffic and Civil Engineering Services, Engineering Plan Review, Construction Management and Inspection. City of Seal Beach H Public Works Department Proposal for Provide Plan Check and Permit Assistance Services 0 Billing Rates Effective January 1, 2023 Beginning on the 1st anniversary of the Effective Date of the Agreement and annually thereafter, the hourly rates listed below shall be automatically increased based upon the annual increase in the Department of Labor, Bureau of Labor Statistics or successor thereof, Consumer Price Index (United States City Average, All Items (CPI -U), Not Seasonally adjusted, All Urban Consumers, referred to herein as the "CPI"). Such increase shall not exceed 4% per annum. The increase will become effective upon publication of the applicable CPI data. If the index decreases, the rates listed shall remain unchanged. Classification Hourly Billing Rate Engineering CertifiedBuilding Official........................................................................................................................ Principalin Charge................................................................................................................................ $240 PrincipalEngineer................................................................................................................................... ProjectManager......................................................................................................................................195 215 TrafficEngineer....................................................................................................................................... TransportationEngineer..........................................................................................................................195 190 SupervisingEngineer............................................................................................................................... 190 SeniorEngineer....................................................................................................................................... LicensedLand Surveyor.......................................................................................................................... 185 185 EngineeringAssociate III...................................................................................................................150 EngineeringAssociate II....................................................................................................................140 EngineeringAssociate I.....................................................................................................................130 SeniorEngineering Technician................................................................................................................ 125 EngineeringTechnician III.................................................................................................................120 EngineeringTechnician II................................................................................................................... los EngineeringTechnician I.................................................................................................................... 95 StudentTrainee........................................................................................................................................ 45 GradingPlans Examiner.......................................................................................................................... 155 Building Safety Services CertifiedBuilding Official........................................................................................................................ 160 Licensed Plan Review Engineer (structural, civil, electrical, mechanical) / Architect ............................. 155 SupervisingStructural Engineer.............................................................................................................. 185 SeniorStructural Engineer...................................................................................................................... 175 SeniorPlans Examiner............................................................................................................................. 140 CASP........................................................................................................................................................ 125 InspectorIII............................................................................................................................................. 110 InspectorII ..................................................................................................................:........................... 100 InspectorI.............................................................................. PermitTechnician ..................................................................................................................................... FireProtection Engineer 80 ......................................................................................................................... 155 SeniorFire Plans Examiner......................................................................................................................130 Fire Plans Examiner/ Fire Inspector ....................................................................................................... 120 ICCBuilding Plans Examiner ...............................................................................................................................120 Senior Code Enforcement Officer........................................................................................................... 135 CodeEnforcement Officer ......................................................................................................................125 City of Seal Beach H Public Works Department Proposal for Provide Plan Check and Permit Assistance Services Trainee..................................................................................................................................................... 75 Construction Management ConstructionManager........................................................................................................................170 Assistant Construction Manager........................................................................................................ ISO Supervising Public Works Observer........................................................................................................ 170 SeniorPublic Works Observer........................................................................................................... 3.6o PublicWorks Observer III........................................................................................................................ 150 PublicWorks Observer II ....................................... :................................................................................. 135 PublicWorks Observer I.......................................................................................................................... 120 Real Estate SupervisingCorporate Broker................................................................................................................. 250 SeniorProject Manager.................................................................................................................:.........195 ProjectManager.............................................................................................:....................................... 175 Senior Acquisition / Relocation Agent...........................................::.......................................................135 Acquisition/ Relocation Agent............................................................................................................... 120 ROWTechnician......................................................................................................................................105 ROWCoordinator...................................................................................:.................................................. 90 AdministrativeSupport..............................................................................................a.............................. 75 Landscape Design Review Services ProjectManager:..................................................................................................................................... 165 Senior Landscape Design Reviewer........................................................................................................ 150 LandscapeDesign Reviewer.................................................................................................................... 140 Landscape Maintenance Inspector......................................................................................................... 120 LandscapeField Supervisor..................................................................................................................... 120 Planning Services CommunityDevelopment Director......................................................................................................... 200 PlanningManager................................................................................................................................... 185 PrincipalPlanner...................................................................................................................................... 170 SeniorPlanner......................................................................................................................................... 155 AssociatePlanner................................................................................................................................... 125 AssistantPlanner:.................................................................................................................................... 100 PlanningTechnician.................................................................................................................................. 80 Administrative ManagementAnalyst II........................................................................................................................... 115 ManagementAnalyst I............................................................................................................................ 105 SeniorAdministrative.............................................................................................................................W. 95 Administrative. III....................................................................................................................................... 85 AdministrativeII........................................................................................................................................ 80 AdministrativeI......................................................................................................................................... 70 EXHIBIT B TERMS FOR COMPLIANCE WITH CALIFORNIA LABOR LAW REQUIREMENTS 1. This Agreement calls for services that, in whole or in part, constitute "public works" as defined in Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code ("Chapter 1"). Further, Consultant acknowledges that this Agreement is subject to (a) Chapter 1 and (b) the rules and regulations established by the Department of Industrial Relations ("DIR") implementing such statutes. Therefore, as to those Services that are "public works", Consultant shall comply with and be bound by all the terms, rules and regulations described in 1(a) and 1(b) as though set forth in full herein. 2. California law requires the inclusion of specific Labor Code provisions in certain contracts. The inclusion of such specific provisions below, whether or not required by California law, does not alter the meaning or scope of Section 1 above. 3. Consultant shall be registered with the Department of Industrial Relations in accordance with California Labor Code Section 1725.5, and has provided proof of registration to City prior to the Effective Date of this Agreement. Consultant shall not perform work with any subcontractor that is not registered with DIR pursuant to Section 1725.5. Consultant and subcontractors shall maintain their registration with the DIR in effect throughout the duration of this Agreement. If Consultant or any subcontractor ceases to be registered with DIR at any time during the duration of the project, Consultant shall immediately notify City. 4. Pursuant to Labor Code Section 1771.4, Consultant's Services are subject to compliance monitoring and enforcement by DIR. Consultant shall post job site notices, as prescribed by DIR regulations. 5. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages for each craft, classification, or type of worker needed to perform the Agreement are on file at City Hall and will be made available to any interested party on request. Consultant acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and Consultant shall post such rates at each job site covered by this Agreement. 6. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. Consultant shall, as a penalty to City, forfeit $200.00 for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Consultant or by any subcontractor. 7. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform City of the location of the records. 8. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6 and 1777.7 and California Code of Regulations, Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Consultant shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within 60 days after concluding work pursuant to this Agreement, Consultant and each of its subcontractors shall submit to City a verified statement of the journeyman and apprentice hours performed under this Agreement. 9. Consultant shall not perform work with any Subcontractor that has been debarred or suspended pursuant to California Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. Consultant and subcontractors shall not be debarred or suspended throughout the duration of this Contract pursuant to Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. If Consultant or any 1 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 to the extent arising out of or incidental to any acts or omissions listed above by any person or entity (including Consultant, its subcontractors, and each of their officials, officers, employees and agents) in connection with any work undertaken or in connection with the Agreement, including without limitation the payment of all consequential damages, attorneys' fees, and other related costs and expenses. All duties of Consultant under this Section shall survive the termination of the Agreement. A� ® CERTIFICATE OF LIABILITY INSURANCE DATE(MNI/DD/YYYI� 5/19/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER McGriff Insurance Services LLCPHc"N 1200 Weston road 2nd floor Weston FL 33326 TACT NAAME: Lauren Mayer Ex : g54-385-6022 NC No): 866-802-8684 E-MAIL AooREss: lauren.mayeriMmcgriff.com INSURERS AFFORDING COVERAGE NAIC # INSURERA: Berkshire Hathaway Homestate Ins Co 20044 INSURED 132SAFEBLLC Interwest Consulting Group 444 N Cleveland Ave; Loveland CO 80538 INSURER B: INSURERC: INSURER D: INSURER E : INSURER F : ww�e wnr•�+ 11C0TICIf ATI= MIIMPtF-R:7SZ5518877 Ktv Rijum iYUmor-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 CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUER POLICY NUMBER POLICY EFF MM/DO POLICY EXP MM/DD LIMITS COMMERCIAL GENERAL LIABILITY 211 8th Street Seal Beach CA 90740 4j+ L ' U;Vjud) n n/119n A�aT1AAi An �..h{,. r nrl EACH OCCURRENCE $ DAM AGE TO RENTED PREMISES Ea occurrence S CLAIMS -MADE FlOCCUR MED EXP (Any one person) S PERSONAL &ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE. S PRODUCTS - COMP/OP AGG S POLICY ❑ PRO F—]LOC JECT POTHER: AUTOMOBILE LIABILITY COMBINED LIMIT $ BODILY INJURY (Per person) S ANY AUTO BODILY INJURY (Per accident) $ OWNED F SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE $ Per accident $ UMBRELLALIABOCCUR _ EACH OCCURRENCE $ AGGREGATE S EXCESS LIAR CLAIMS -MADE DED T RETENTION $ WORKERS COMPENSATION _ S X STATUTE OERH A Y SAWC4511314 5/12/2023 5/12/2024 E.L. EACH ACCIDENT $1,000,000 AND EMPLOYERS' LIABILITY Y / N ANYPROPRIETOR/PARTNER/EXECUTIVE F OFFICER/MEMBEREXCLUDED? (Mandatory In NH) N / A E.L. DISEASE -EA EMPLOYEE S1,000,000 E.L. DISEASE - POLICY LIMIT S 1,000,000 ' If yes, describe under DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS 1 LOCATIONS f VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) Waiver of Subrogation applies for Workers Compensation in favor of the certificate holder, when required by written contract. GCK I U -16A I t 11UL.UCK --- — SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Seal Beach AUTHORIZED REPRESENTATIVE 211 8th Street Seal Beach CA 90740 4j+ L ' U;Vjud) n n/119n A�aT1AAi An �..h{,. r nrl W 1.700 -LV IJ 1-% V VV 11 vW..w ........._-• ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD A� ® CERTIFICATE OF LIABILITY INSURANCE DATE5/1912D/YYYI() 5/19/2023 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 McGdff Insurance Services LLCM 1200 Weston road 2nd floor NAME: Lauren Mayer Ex ; 954-385 6022 FAX No): 866-802-8684 E-MAIL ADDRESS: lauren.mayeramcgriff.com INSURERS AFFORDING COVERAGE NAIC# Weston FL 33326 INSURER A: Berkshire Hathaway Homestate Ins Co 20044 Seal Beach CA 90740 INSURED 132SAFEBLLC Interwest Consulting Group 444 N Cleveland Ave; INSURER B : INSURERC: Loveland CO 80538 INSURERD: CLAIMS -MADE � OCCUR INSURER E : INSURER F : rnvr-onr-ec CERTIFICATE NUMBER' 785508827 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPEOFINSURANCE ADDL SUBR POLICYNUMBER POLICY EFF MM/DD POLICY EXP MMIDD LIMBS AUTHORIZED REPRESENTATIVE COMMERCIAL GENERAL LIABILITY Seal Beach CA 90740 �1 — A—^&I Alt EACH OCCURRENCE 5 DAM AGE T RENTED PREMISES Ea occurrence $ CLAIMS -MADE � OCCUR MED EXP (Any one person) S PERSONAL &ADV INJURY S GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE S PRODUCTS-COMP/OPAGG 11S POLICY ❑ JECTPRO F—]LOC OTHER: AUTOMOBILE LIABILITY Ee aentSINGLE LIMIT $ BODILY INJURY (Per person) $ ANY AUTO BODILY INJURY (Per accident) $ OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE $ Per accident S UMBRELLA LU\B OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED I I RETENTIONS_ S A WORKERS COMPENSATION Y SAWC458304 5/12/2023 5/12/2024 X STATUTE ERH E.L. EACH ACCIDENT $ 1,000,000 AND EMPLOYERS' LIABILITY Y / N ANYPROPRIETORIPARTNERIEXECUTIVE � OFFICERIMEMBEREXCLUDED? (Mandatory to NH) N / A E.L. DISEASE - EA EMPLOYEE S1,000,000 E.L. DISEASE -POLICY LIMIT S1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Waiver of Subrogation applies for Workers Compensation in favor of the certificate holder, when required by written contract. CANCELLATION CER I IFKA 1 E nvLUcr% SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Seal Beach AUTHORIZED REPRESENTATIVE 211 8th Street Seal Beach CA 90740 �1 — A—^&I Alt W-I`Joo-LY 7.7 Hl.VRU a.Vnrvrv+llvl.. —..U...c+...c ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD LIP CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 10/4/2022 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(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER RBN Insurance Services 303 E Wacker Dr Ste 650 Chicago IL 60601 CONTACT NAME: S mo a White PHONE FAX ,.JC.No Ext): 312-856-9400(.,JC.No): 312-856-9425 ADDRESS: swhite@rbninsurance.com INSURERS AFFORDING COVERAGE NAIC # Y INSURERA: Hartford Fire Insurance Co. 19682 83UENZV3951 INSURED SAFELLC-01 Interwest Consulting Group P.O. Box 18330 INSURERS: Hartford Casualty Insurance Co 29424 INSURER C: Great American E&S Ins. Co. 37532 INSURERD: Bridgeway Insurance Company 12489 Boulder CO 80308 INSURER E: TWN CITY FIRE INS CO CO 29459 INSURER F: Lexington Insurance Company 19437 COVERAGES CERTIFICATE NUMBER: 2001042508 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR I TYPE OF INSURANCE ADDL INSID SUBR WVD POLICYNUMBER POLICY EFF MM/DDIYYYY POLICY EXP MM/DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY Y 83UENZV3951 10/3/2022 10/3/2023 EACH OCCURRENCE $1,000,000 CLAIMS -MADE FxI OCCUR DAMAGE TO RENTE PREMISES Ea occcur encs $1,000,000 MED EXP (Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICYFX] PRO- JECT EILOC PI PRODUCTS - COMP/OP AGG 52,000,000 S OTHER: B AUTOMOBILE LIABILITY 83UENPY9100 10/3/2022 10/3/2023 COMBINED SINGLE LIMIT $1,000,000 Ea, BODILY INJURY (Per person) S X ANY AUTO OWNED' SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ Per accidentt XI HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY Excess Auto Liab.• $1,000,000 D UMBRELLA LIAB X OCCUR 8E -A7 -XL -0002079-01 10/3/2022 10/3/2023 EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 X EXCESS LIAB CLAIMS -MADE DED I X RETENTIONS n Is E WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y/ N ANYPROPRIETOR/PARTNER/EXECUTIVE N OFFICER/MEMBER EXCLUDED? NIA 83VVECE0623 5/12/2022 5/12/2023 XPER STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE- EA EMPLOYEE $1,000,000 (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $1,000,000 C Professional Liability TER 2861558 1,0/3/2022 10/3/2023 Each Claim/Aggregate 10,000,000 F Excess Liab (2nd) Layer 011170891 10/3/2022 10/3/2023. Each Occ/Aggregate 5,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) *Excess Auto Liability Buffer Policy: Endurance American Specialty EXT30025875000 10/3/2022-2023 City of Seal Beach, its directors, officials, officers, employees, agents and volunteers is listed as Additional Insured with respect to General Liability as required by written contract. CERTIFICATE HOLDER CANCELLATION ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE. DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Seal Beach 211 8th Street Seal Beach CA 90740 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Amo CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDNYYY) 6/19/202 09. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLI BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHOR REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACNAME:T Woodruff -Sawyer & Co. �( PHONE WS Certificates FAX 50 California Street, Floor 12 R i � E, V D A C No Est :844-872-6329 A/c Ne ; San Francisco CA 94111 ADDRESS: certificates(a)woodruffsawver.com JUN 2 3 4ZE se#: 0329598 INSURER A: Valley Forge Insurance Company y` 20508 INSURED TWISHOL-01 INSURER B: Continental Insurance Company 35289 Revolve Group, Inc. CITY CLERK and as per below INSURER C: American Fire and Casualty Company 24066 12889 Moore Street CITY 01' SEAL BEACH INSURER D: Continental Casualty Company 20443 Cerritos, CA 90703 INSURER E: Allied World National Assurance Company 10690 INSURER F: Travelers Prop Casualty Co of America 25674 COVERAGES CFRTIFICATF NIIMRFR•9Daa•1949n ccncrr%r.r Knrnno=e. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDLi N SUBR POLICY NUMBER I POLICY EFF MMIDD POLICY EXP I MM/DD LIMITS A X I COMMERCIAL GENERAL LIABILITY CLAIMS -MADE X OCCUR 6080999843 6/14/2023 6/14/2024 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED PREMISES Ea occurrence $1,000,000 MED FRCP (Any one person) $15,000 _ _ PERSONAL & ADV INJURY $1,000,000 GEN'LAGGREGATE 'LIMIT APPLIES PER: X POLICY ❑ PRO- JECT LOC _ GENERAL AGGREGATE $2,000,000 PRODUCTS-COMP/OPAGG $2,000,000 _ _.S ' OTHER: D- AUTOMOBILE LIABILITY'"' 6080999857 6/14/2023 6/14/2024 COMBINED SINGLE LIMITEa ccident $1,000,000 a X ANY AUTO _ BODILY INJURY (Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Pe (Per accident) $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY L PROPERTY DAMAGE Per accident $ Is B X UMBRELLA LIAB X OCCUR 6080999874 6/14/2023 6/14/2024 EACH OCCURRENCE I $15,000,000 EXCESS LIAB CLAIMS -MADE AGGREGATE S 15,000,000 DED I X I RETENTION $ in nnn Is F WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y I N ANYPROPRIETOR/PARTNER/EXECUTIVE ❑ OFFICER/MEMB ER EXCLUDED? N /A UB -6W955391 -23-51-H 6/14/2023 6/14/2024 X I STATUTE ETH E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE- EA EMPLOYEE $1,000,000 (Mandatory. in NH) If yes, describe under E.L. DISEASE - POLICY LIMIT S 1,000,000 DESCRIPTION OF OPERATIONS below C E Excess Liability Tech E&O Liability ECA2458867863 03130790 6/14/2023 9/24/2022 6/14/2024 9/24/2023 General Agg/Ea Occ $15,000,000 Re enUon $3,000,000 $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) Additional Named Insureds: Twist Holdings, LLC, Alliance Apparel Group, Inc., Eminent, Inc., Advance Development, Inc., and FWRD, LLC City of Seal Beach as their interest may appear is included as additional insured as respects General Liability to the extent provided in the attached form. CERTIFICATE HOLDER CANCFI I ATIr1N U 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Seal Beach 211 8th Street Seal Beach CA 90740 AUTHORIZED REPRESENTATIVE � U 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD CNA Manufacturers' General Liability Extension Endorsement 1. ADDITIONAL INSUREDS a. WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs A. through K. below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement: (1) is currently in effect or becomes effective during the term of this Coverage Part; and (2) was executed prior to: (a) the bodily injury or property damage; or (b) the offense that caused the personal and advertising injury, for which such additional insured seeks coverage. b. However, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with`. (1) a higher limit of insurance than required by such contract or agreement; or (2) coverage broader than required by such contract or agreement, and in no event broader than that described by the applicable paragraph A. through K. below. Any coverage granted by this endorsement shall apply only to the extent permissible by law. A. Controlling Interest Any person or organization with a controlling interest in a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury arising, out of: -- - - 1. such person or organization's financial control of a Named Insured; or 2. premises such person or organization owns, maintains or controls while a Named Insured leases or occupies such premises; provided that the coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. B. Co-owner of Insured Premises A co-owner of a premises co -owned by a Named Insured and covered under this insurance but only with respect to such co -owner's liability for bodily injury, property damage or personal and advertising injury as co-owner of such premises. C. Grantor of Franchise Any person or organization that has granted a franchise to a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury as grantor of a franchise to the Named Insured. D. Lessor of Equipment Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused, in whole or in part, by the Named Insured's maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. E. Lessor of Land Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, CNA75101XX (1-15) Page 2 of 14 Policy No: 6060999843 Endorsement No: Effective Date: 06/14/2023 Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Manufacturers' General Liability Extension Endorsement maintenance or use of such land, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. F. Lessor of Premises An owner or lessor of premises leased to the Named Insured, or such owner or lessor's real estate manager, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such part of the premises leased to the Named Insured, and provided that the occurrence giving rise to such bodily injury or property damage, or the offense giving rise to such personal and advertising injury, takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. G. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee or receiver's liability for bodily injury, property damage or personal and advertising injury arising out of the Named Insured's ownership, maintenance, or use of a premises by a Named Insured. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. H. State or Governmental Agency or Subdivision or Political Subdivisions — Permits A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization but only with respect to such state or governmental agency or subdivision or political subdivision's liability -for bodily injury, property damage or personal and advertising injury arising out of -:--- 1. f:1. the following hazards in connection with premises a Named Insured owns, rents, or controls and to which this insurance applies: a. the existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or b. the construction, erection, or removal of elevators; or c. the ownership, maintenance or use of any elevators covered by this insurance; or 2. the permitted or authorized operations performed by a Named Insured or on a Named Insured's behalf. The coverage granted by this paragraph does not apply to: a. Bodily injury, property damage or personal and advertising injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision; or b. Bodily injury or property damage included within the products -completed operations hazard. With respect to this provision's requirement that additional insured status must be requested under a written contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured. 1. Trade Show Event Lessor 1. With respect to a Named Insured's participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named Insured is required to include as an additional insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury caused by: CNA75101XX (1-15) Page 3 of 14 Insured Name: Policy No: 6090999143 Endorsement No: Effective Date: 06/14/2023 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Manufacturers' General Liability Extension Endorsement IN a. the Named Insured's acts or omissions; or b. the acts or omissions of those acting on the Named Insured's behalf, in the performance of the Named Insured's ongoing operations at the trade show event premises during the trade show event. 2. The coverage granted by this paragraph does not apply to bodily injury or property damage included within the products -completed operations hazard. J. Vendor Any person or organization but only with respect to such person or organization's liability for bodily injury or property damage arising out of your products which are distributed or sold in the regular course of such person or organization's business, provided that: 1. The coverage granted by this paragraph does not apply to: a. bodily injury or property damage for which such person or organization is obligated to pay damages by reason of the assumption of liability in a contract or agreement unless such liability exists in the absence of the contract or agreement; b. any express warranty unauthorized by the Named Insured; c. any physical or chemical change in any product made intentionally by such person or organization; d. repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; �--~- —� --any failure 10 make-any-inspections,adjustments, tests or servicing that such person or organization has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. demonstration, installation, servicing or repair operations, except such operations performed at such person or organization's premises in connection with the sale of a product; g. products which, after distribution or sale by the Named Insured, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for such person or organization; or h. bodily injury or property damage arising out of the sole negligence of such person or organization for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) the exceptions contained in Subparagraphs d. or f. above; or (2) such inspections, adjustments, tests or servicing as such person or organization has agreed with the Named Insured to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This Paragraph J. does not apply to any insured person or organization, from whom the Named Insured has acquired such products, nor to any ingredient, part or container, entering into, accompanying or containing such products. 3. This Paragraph J. also does not apply: a. to any vendor specifically scheduled as an additional insured by endorsement to this Coverage Part; b. to any of your products for which coverage is excluded by endorsement to this Coverage Part; nor CNA75101XX (1-15) Page 4 of 14 Policy No: '11'91914: Endorsement No: Effective Date: 01114/2023 Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. A�M MAK Manufacturers' General Liability Extension Endorsement s c. if bodily injury or property damage included within the products -completed operations hazard is excluded by endorsement to this Coverage Part. K. Other Person Or Organization / Your Work Any person or organization who is not an additional insured under Paragraphs A. through J. above. Such additional insured is an Insured solely for bodily injury, property damage or personal and advertising injury for which such additional insured is liable because of the Named Insured's acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: 1. for bodily injury, property damage, or personal and advertising injury arising out of the rendering or failure to render any professional service; 2. who is specifically scheduled as an additional insured on another endorsement to this Coverage Part; nor 3. for bodily injury or property damage included within the products -completed operations hazard except to the extent all of the following apply: a. this Coverage Part provides such coverage; b. the written contract or agreement described in the opening paragraph of this ADDITIONAL INSUREDS Provision requires the Named Insured to provide the additional insured such coverage; and c. the bodily injury or property damage results from your work that is the subject of the written contract or agreement, and such work has not been excluded by endorsement to this Coverage Part. 2. ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE A. The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non-contributory relative to an additional insured's own insurance, then this insurance is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional insured's own insurance means insurance on which the additional insured is a named insured. B. With respect to persons or organizations that qualify as additional insureds pursuant to paragraph I.K. of this endorsement, the following sentence is added to the paragraph above: Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization. 3. BODILY INJURY— EXPANDED DEFINITION Under DEFINITIONS the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury, sickness or disease. 4. BROAD KNOWLEDGE OF OCCURRENCE/ NOTICE OF OCCURRENCE Under CONDITIONS, the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit is amended to add the following provisions: A. BROAD KNOWLEDGE OF OCCURRENCE The Named Insured must give the Insurer or the Insurer's authorized representative notice of an occurrence, offense or claim only when the occurrence, offense or claim is known to a natural person CNA75101XX (1-15) Page 5 of 14 Policy No: 60809/9143 Endorsement No: Effective Date: 06/14/2023 Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Manufacturers' General Liability Extension Endorsement Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to give such notice. B. NOTICE OF OCCURRENCE The Named Insured's rights under this Coverage Part will not be prejudiced if the Named Insured fails to give the Insurer notice of an occurrence, offense or claim and that failure is solely due to the Named Insured's reasonable belief that the bodily injury or property damage is not covered under this Coverage Part. However, the Named Insured shall give written notice of such occurrence, offense or claim to the Insurer as soon as the Named Insured is aware that this insurance may apply to such occurrence, offense or claim. 5. BROAD NAMED INSURED WHO IS AN INSURED is amended to delete its Paragraph 3. in its entirety and replace it with the following: 3. Pursuant to the limitations described in Paragraph 4. below, any organization in which a Named Insured has management control: a. on the effective date of this Coverage Part; or b. by reason of a Named Insured creating or acquiring the organization during the policy period, qualifies as a Named Insured, provided that there is no other similar liability insurance, whether primary, contributory, excess, contingent or otherwise, which provides coverage to such organization, or which would have provided coverage but for the exhaustion of its limit, and without regard to whether its coverage is broader or narrower than that provided by this insurance. But this BROAD NAMED INSURED provision does not apply to: (a) any partnership or joint venture; or (b) any organization for which coverage is excluded by another endorsement attached to this Coverage Part. For the purpose of this provision, and of this endorsement's JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANIES provision, management control means: A. owning interests representing more than 50% of the voting, appointment or designation power for the selection of a majority of the Board of Directors of a corporation, or the members of the management board of a limited liability company; or B. having the right, pursuant to a written trust agreement, to protect, control the use of, encumber or transfer or sell property held by a trust. 4. With respect to organizations which qualify as Named Insureds by virtue of Paragraph 3. above, this insurance does not apply to: a. bodily injury or property damage that first occurred prior to the date of management control, or that first occurs after management control ceases; nor b. personal or advertising injury caused by an offense that first occurred prior to the date of management control or that first occurs after management control ceases. 5. The insurance provided by this Coverage Part applies to Named Insureds when trading under their own names or under such other trading names or doing -business -as names (dba) as any Named Insured should choose to employ. 6. ESTATES, LEGAL REPRESENTATIVES, AND SPOUSES The estates, heirs, legal representatives and spouses of any natural person Insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives, and CNA75101XX (1-15) Page 6 of 14 Policy No:..... sea: Endorsement No: Effective Date: 06/14/2023 Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission.