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HomeMy WebLinkAboutAGMT - Holistic System Integration Solutions (Temporary Software Implementation Services)PROFESSIONAL SERVICES AGREEMENT for Temporary Software Implementation Services between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 E9 Holistic System Integration Solutions P.O. Box 6313 La Quinta, CA 92248 760-861-6532 This Professional Service Agreement ("the Agreement") is made as of July 1, 2023 (the Effective Date"), by and between Holistic System Integration Solutions ("Consultant"), a sole proprietorship, and the City of Seal Beach ("City"), a California charter city, (collectively, "the Parties"). RECITALS A. City desires certain information technology professional services. B. Pursuant to the authority provided by its City Charter and Seal Beach Municipal. Code § 3.20.025(C), City desires to retain Consultant as an independent contractor to provide information technology services. C. Consultant represents that the principal members of its firm are qualified professionals and are fully qualified to perform the professional services contemplated by this Agreement by virtue of its experience, and the training, education and expertise of its principals and employees. D. City desires to retain Consultant as an independent contractor and Consultant desires to serve City to perform those services in accordance with the terms and conditions of this Agreement. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. AGREEMENT 1.0 Scope of Services 1.1. Consultant shall provide those services (collectively "Services") set forth in. the Scope of Services attached hereto as Exhibit A and incorporated herein by this reference. To the extent that there is any conflict between Exhibit A and this Agreement, this Agreement shall control. 1.2. Consultant shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City. 1.3. In performing this Agreement, Consultant shall comply with all applicable provisions of federal, state, and local law. 1.4. As a material inducement to City to enter into this Agreement, Consultant hereby represents that it has the experience necessary to undertake the Services to be provided. In light of such status and experience, Consultant hereby covenants that it shall follow the customary professional standards in performing all Services. The City relies upon the skill of Consultant, and Consultant's staff, if any, to do and perform the Services in a skillful, competent, and professional manner, and Consultant and Consultant's staff, shall perform the Services in such manner. Consultant shall, at all times, meet or exceed any and all applicable professional standards of care. The acceptance of Consultant's 2of19 work by the City shall not operate as a release of Consultant from such standard of care and workmanship. 1.5. Consultant will not be compensated for any work performed not specified in the Scope of Services unless the City authorizes such work in advance and in writing. The City Manager may authorize extra work to fund unforeseen conditions up to the amount approved at the time of award by the City Council. Payment for additional work in excess of this amount requires prior City Council authorization. 2.0 Term 2.1. The term of this Agreement shall commence on July 1, 2023 and shall remain in full force and effect until June 30, 2024 unless sooner terminated as provided in Section 5.0 of this Agreement. 3.0 Consultant's Compensation 3.1. City will pay Consultant in accordance with the hourly rates shown on the fee schedule set forth in Exhibit A for the Services but in no event will the City pay more than the total not -to -exceed amount of $45,760 (forty-five thousand, seven hundred and sixty dollars) for the Term. 4.0 Method of Payment 4.1. Consultant shall submit to City monthly invoices for all Services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end of the month during which the Services were rendered and shall describe in detail the Services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the Services performed for each day in the period. City will pay Consultant within 30 days of receiving Consultant's invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Consultant. 4.2. Upon 24-hour notice from City, Consultant shall allow City or City's agents or representatives to inspect at Consultant's offices during reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this Agreement. City's rights under this Section 4.2 shall survive for three (3) years following the termination of this Agreement. 3of19 5.0 Termination 5.1. This Agreement may be terminated by City, without cause, or by Consultant based on reasonable cause, upon giving the other party written notice thereof not less than 30 days prior to the date of termination. 5.2. This Agreement may be terminated by City upon 10 days' notice to Consultant if Consultant fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by., this Agreement at least 20 days before the expiration date of the previous policy. 6.0 Party Representatives 6.1. The City Manager is the City's representative for purposes of this Agreement. 6.2. Angelica Zarco is the Consultant's primary representative for purposes of this Agreement. Angelica Zarco 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: Holistic System Integration Solutions P.O. Box 6313 La Quinta, CA 92248 Attn: Angelica Zarco 7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 4of19 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 5of19 additional personnel, including, but not limited to: Social Security taxes, other retirement or pension benefits, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Notwithstanding any other agency, State, or federal policy, rule, regulation, statute or ordinance to the contrary, Consultant and any of its officers, employees, agents, and subcontractors providing any of the Services under this Agreement shall not become entitled to, and hereby waive any claims to, any wages, salaries, compensation, benefit or any incident of employment by City, including but not limited to, eligibility to enroll in, or reinstate to membership in, the California Public Employees Retirement System ("PERS") as an employee of City, and entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits. 9.4. Consultant shall indemnify and hold harmless City and its elected 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. 6of19 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 1.0.0. This duty of indemnification is in addition to Consultant's duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. Consultant's indemnification and obligations under this Section shall survive the expiration or termination. of this Agreement. 11.0 Confidentiality 11.1. Consultant covenants that all data, reports, documents, surveys, studies, drawings, plans, maps, models, photographs, images, video files, media, discussion, or other information (collectively "Data & Documents") developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure. Consultant, its officers, employees, agents, or subcontractors shall not without written authorization from the City Manager or unless requested in writing by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the Services performed under this Agreement or relating to any project or property located within the City. Response to a subpoena or court order shall not be considered "voluntary," provided Consultant gives City notice of such court order or subpoena. 11.2. Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding 'this Agreement and the work performed thereunder or with respect to any project or property located within the City. City may, but has no obligation .to, represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, City's right to review any such response does not imply or mean the right by City to control, direct or rewrite the response. 11.3. Consultant's covenants under this Section shall survive the termination or expiration of this Agreement. WGISK� 12.0 Ownership of Documents and Work Product 12.1.. All Data & Documents shall be and remain the property of City without restriction or limitation upon its use, duplication or dissemination by City, All Data & Documents shall be considered "works made for hire," and all Data & Documents and any and all intellectual property rights arising from their creation, including, but not limited to, all copyrights and other proprietary rights, shall be and remain the property of City without restriction or limitation upon their use, duplication or dissemination by City. Consultant shall not obtain or attempt to obtain copyright protection as to any Data & Documents. 12.2. Consultant hereby assigns to City all ownership and any and all intellectual property rights to the Data & Documents that are not otherwise vested in City pursuant to the paragraph directly above this one. 12.3. Consultant warrants and represents that it has secured all necessary licenses, consents or approvals to use any instrumentality, thing or component as to which any intellectual property right exists, including computer software, used in the rendering of the Services and the production of all Written Products produced under this Agreement, and that City has full legal title to and the right to reproduce the Data & Documents. Consultant shall defend, indemnify and hold City, and its elected 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 Data & Documents is violating federal, state or local laws, or any contractual provisions, or any laws relating to trade names, licenses, franchises, .copyrights, patents or other means of protecting intellectual property rights and/or interests in products or inventions. Consultant shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked documents, materials, equipment, devices or processes in connection with its provision of the Services and Data & Documents produced under this Agreement. In the event the use of any of the Written Products or other deliverables hereunder by City is held to constitute an infringement and the use of any of the same is enjoined, Consultant, at its expense, shall: (1) secure for City the right to continue using the Data & Documents and other deliverables by suspension of any injunction, or by procuring a license or licenses for City; or (2) modify the Data & Documents and other deliverables so that they become non -infringing while remaining in compliance with the requirements of this Agreement. These covenants shall survive the expiration and/or termination of this Agreement. 12.4. Upon expiration or termination of the Agreement, Consultant shall deliver to City all Data & Documents and other deliverables related to any Services performed pursuant to this Agreement without additional cost or expense to City. If Consultant prepares a document on a computer, Consultant 8of19 shall provide City with said document both in a printed format and in an electronic format that is acceptable to City. 13.0 Subcontractors No portion of this Agreement shall be subcontracted without the prior written approval of the City. Consultant is fully responsible to City for the performance of any and all subcontractors. 14.0 Prohibition Against Assignment or Delegation Consultant shall not assign any of its rights or delegate any of its duties under this Agreement, either in whole or in part, without City's prior written consent. Any purported assignment or delegation in violation of this Section shall be void and without effect, and shall entitle City to terminate this Agreement. As used in this Section, "assignment' and "delegation" means any sale, gift, pledge, hypothecation, encumbrance or other transfer of all or any portion of the rights, obligations, or liabilities in or arising from this Agreement to any person or entity, whether by operation of law or otherwise, and regardless of the legal form of the transaction in which the attempted- transfer occurs. 15.0 Inspection and Audit of Records Consultant shall maintain complete and accurate .records with respect to all Services and other matters covered under this Agreement, including but expressly not limited to, all Services performed, salaries, wages, invoices, time cards, cost control sheets, costs, expenses, receipts and other records with respect to this Agreement. Consultant shall maintain adequate records on, the Services provided in sufficient detail to permit an evaluation of. all Services in connection therewith. All such records shall be clearly identified and readily accessible. At all times during regular business hours, Consultant shall provide City with free access to such records, and the right to examine and audit the same and to make copies and transcripts as City deems necessary, and shall allow inspection of all program data, information, documents, proceedings and activities and all other matters related to the performance of the Services under this Agreement. Consultant shall retain all financial and program service records and all other records related to the Services and performance of this Agreement for at least three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. City's rights under this Section 15.0 shall survive for three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. 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 9of19 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: 1 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 necessaryor incidental to its operation are insureds; 17.2.2. Automobile Liability Insurance: Consultant shall maintain limits no less than $1,000,000 per accident for bodily injury and property damage. Coverage shall be at least as broad as Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto).. 17.2.3. Workers' Compensation 'Insurance in the amount required by law; and Employer's Liability: $1,000,000 per accident and in the aggregate for bodily injury or disease; 17.2.4. Professional Liability (or Errors and Omissions) Liability. , within minimum limits of $1,000,000 per claim/aggregate. If a "claims made" policy is provided, then the policy shall be endorsed to provide an extended reporting period of not less than three years. 10 of 19 17.2.5. Cyber Security & Privacy Liability Insurance. Service Provider shall procure and maintain Cyber Security and Privacy Liability insurance with limits of $1,000,000 per occurrence and $2,000,000 general aggregate which shall include the following coverage: a. Liability arising from the theft, dissemination and/or use of confidential or personally identifiable information; including credit monitoring and regulatory fines arising from such theft, dissemination, or use of the confidential information. b. Network security liability arising from the unauthorized use of, access to, or tampering with computer systems, including hacker or denial of service attacks. c. Liability arising from the failure of technology products (software) required under the contract for Service Provider to properly perform the services intended. d. Electronic Media Liability arising from personal injury, plagiarism or misappropriation of ideas, domain name infringement or improper deep - linking or framing, and infringement or violation of intellectual property rights. e. Liability arising from the failure to render professional services. If coverage is maintained on a claims -made basis, Service Provider shall maintain such coverage for an additional period of three (3) years following termination of the contract. Required Endorsements — a 30 -day notice of cancellation. 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. 11 of 19 17.4.3. These additional insured provisions shall also apply to any excess/umbrella liability policies. 17.5. Cancellations or Modifications to Coverage. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by City to state: (1) coverage shall not be suspended, voided, reduced or canceled except after 30 days prior written notice by certified mail, return receipt requested, has been given to City; (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to City, its elected and appointed officials, officers, employees, agents, designated volunteers, .and those City agents serving as independent contractors in the role of City officials; 17.6. Primary and Non -Contributing. Coverage shall be primary insurance as respects the City, its elected 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. 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. 12 of 19 17.10. City Remedy for Noncompliance. If Consultant does not maintain the policies of insurance required under this Section in full force and effect during the term of this Agreement, or in the event any of Consultant's policies do not comply with the requirements under this Section, City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may, but has no .duty to, take out the necessary insurance and pay, at Consultant's expense, the premium thereon. Consultant shall promptly reimburse City for any premium paid by City or City may withhold amounts sufficient to pay the premiums from payments due to Consultant. 17.11. Evidence of Insurance. Prior to the performance of Services under this Agreement, Consultant shall furnish City with original certificates of insurance and all original endorsements evidencing and effecting the coverages required under this Section on forms satisfactory to and approved by City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by City if requested. Consultant may provide complete, certified copies of all required insurance policies to City. Consultant shall maintain current endorsements on file with City's Risk Manager. All certificates and endorsements shall be received and approved by the City before work commences. City reserves the right to require complete, certified copies of all required insurance policies, at any time. Consultant shall also provide proof to City that insurance policies expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Consultant shall furnish such proof at least two weeks prior to the expiration of the coverages. 17.12. Indemnity Requirements Not Limiting. Procurement of insurance by Consultant shall not be construed as a limitation of Consultant's liability or as full performance of Consultant's duty to indemnify City under Section 18.0. ', 17.13. Broader Coverage/Higher Limits. If Consultant maintains broader coverage and/or higher limits than the minimums required above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. 17.14. Subcontractor Insurance Requirements. Consultant shall require each of its subcontractors that perform Services under this Agreement to maintain insurance coverage that meets all of the requirements of this Section. 18.0 Indemnification, Hold Harmless, and Duty to Defend 18.1. Indemnities. 13 of 19 18.1.1. To the fullest extent permitted bylaw,, Consultant shall, at its sole cost and expense, protect, defend, hold harmless and indemnify City and its elected and appointed officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively "Indemnitees" in this Section 18.0), from and. against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, bid protests, stop notices, liens and losses of any nature whatsoever, including but not limited to fees of accountants, attorneys and other professionals, and all costs associated therewith, and the payment of all consequential damages (collectively "Liabilities"), in law or equity, whether actual, alleged or threatened, which arise out of, pertain to, or relate to the acts or omissions of Consultant, its officers, agents, servants, employees, subcontractors, materialmen, suppliers, or contractors, or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence, except for Liabilities arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. Consultant shall defend the Indemnitees in any action or actions filed in connection with any Liabilities with counsel of the Indemnitees' choice, and shall pay all costs and expenses, including all attorneys' fees and experts' costs actually incurred in connection with such defense. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by the Indemnitees in connection therewith. 18.1.2. Consultant shall indemnify and hold harmless City in accordance with Sections 9.0 and 10.0. 18.2. Subcontractor Indemnification. Consultant shall obtain executed indemnity agreements with provisions identical to those in this Section 18.0 from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. If Consultant fails to obtain such indemnities, Consultant shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Liabilities in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to; or relate to the acts or omissions of Consultant's subcontractor, its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual that Consultant's subcontractor shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence, except for Liabilities arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. 18.3. Workers' Compensation Acts Not Limiting. Consultant's indemnification obligations under this Section, or any other provision of this 14 of 19 Agreement, shall not be limited by the provisions of any workers' compensation act or similar act. Consultant expressly waives its statutory immunity under such statutes or laws as to City, its elected and appointed officers, officials, agents, employees, designated volunteers and those City agents serving as independent contractors in the role of City officials. 18.4. Insurance Requirements Not Limiting. City does not, and shall not, waive any rights that it may possess against Consultant because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. The indemnities and obligations in this Section shall apply regardless of whether or not any insurance policies are determined to be applicable to the Liabilities asserted against City or any of the other Indemnitees. 18.5. Survival of Terms. Consultant's indemnifications and obligations under this Section 18.0 shall survive the expiration or termination of this Agreement. 19.0 Non -Discrimination 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, color, national origin, handicap, ancestry, sex, gender, sexual orientation, gender identity, gender expression, marital status, national origin, ancestry, agephysical disability, mental disability, medical condition, genetic information, or any other basis prohibited by law. Consultant will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation, or any oIther 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 15 of 19 Code, including those set forth in. Exhibit B, attached hereto and incorporated by reference herein. { 22.0 Entire Agreement This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both Parties. 23.0 Severability The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement. 24.0 Governing Law and Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California, except that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in interpreting this Agreement. Any dispute that arises under or relates to this Agreement (whether contract, tort or both) shall be resolved in a superior court with geographic jurisdiction over the City of Seal Beach. 25.0 No Third Party Beneficiaries This Agreement is made solely for the benefit of the, Parties to this Agreement and their respective successors and assigns, and no other person or entity shall be deemed to .have any rights hereunder against either party by virtue of this Agreement. 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 16 of 19 which would conflict in any manner with the performance of the Services. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant "financially interested" (as provided in California Government Code §§ 1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained. 27.2. Consultant further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Nor has Consultant paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift. 27.3. Consultant warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, non - contractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to City,, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in this Section. 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 17 of 19 In addition to the indemnification obligations set forth above, Consultant shall correct, at its expense, all errors in the work which may be disclosed during City's review of Consultant's report or plans. Should Consultant fail to make such, correction in a reasonably timely manner, such correction may be made by City, and the cost thereof shall be charged to Consultant. In addition to all other available remedies, City may deduct the cost of such correction from any retention amount held by City or may withhold payment otherwise owed Consultant under this Agreement up to the amount of the cost of correction. 30.0 Non -Appropriation of Funds Payments to be made to Consultant by City for any Services performed within, the current fiscal year are within the current fiscal budget and within an available, unexhausted fund. In the event that City does not appropriate sufficient funds for payment of Consultant's Services beyond the current fiscal year, this Agreement shall cover payment for Consultant's Services only to the conclusion of the last fiscal year in which City appropriates sufficient funds and shall automatically terminate at the conclusion of such fiscal year. 31.0 Mutual Cooperation 31.1. City's Cooperation. City shall provide Consultant with all pertinent Data, documents and other requested information as 'is.reasonably available for Consultant's proper performance of the Services required under this Agreement. 31.2. Consultant's Cooperation. In the event any claim or action is brought against City relating to Consultant's performance of Services rendered under this Agreement, Consultant shall render any reasonable assistance that City requires. 32.0 Time of the Essence Time is of the essence in respect to all provisions of this Agreement that specify a time for performance; provided, however, that the foregoing shall not be construed to limit or deprive a Party of the benefits of any grace or use period allowed in this Agreement. 33.0 Attorneys' Fees If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party all of its attorneys' fees and other costs incurred in connection therewith. 34.0 Exhibits 18 of 19 All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control. 35.0 Corporate Authority The person executing this Agreement on behalf of Consultant warrants that he or she is duly authorized to execute this Agreement on behalf of said party and that by his or her execution, the Consultant is formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. CITY OF SEAL BEACH In Atte; M Approved as to Form: By: Nicholas Ghirelli, City Attorney CONSULTANT: Holistic Systems Integration Solutions, a Sole Proprietorship By. Name: Angeiicazarco Its: President (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 19 of 19 EXHIBIT A Consultant's Proposal e City of Seal Beach Master Template Approved: 7/27/22 7688251 Proposal: City of Seal Beach Consulting Assistance for Implementation of Tyler's EnerGov Civic Services Software Angelica Zarco P.O. Box 6313 La Quinta, CA. 92248 Office (760) 861-6532 azarco@holisticsystemint.com www.holisticsystem-int.com Page 1 Table of Contents TitlePage..............................................................................................................1 Tableof Contents................................................................................................. 2 TransmittalLetter.................................................................................................3 Scopeof Work......................................................................................................4 Qualifications and Experience.................................................................. References............................................................................................................ 9 FeeInformation.................................................................................................... 9 Page 2 May 25, 2023 Alexa Smittle Community Development Director City of Seal Beach, California asmittle(a)sealbeachca.gov RE: Consulting Assistance for Implementation of Tyler's EnerGov, Community Development Software System Dear Ms. Smittle, Holistic System Integration Solutions is pleased to submit this proposal to the City of Seal Beach Community Development Department, to provide Consulting Assistance for Implementation of Tyler's, EnerGov Civic Services Software. The City of Seal Beach has entered into a Software as a Service (SaaS) agreement with Tyler Technologies, Inc. for their Tyler EnerGov Civic Services Software. Purchase of the software is aligned with the City Council's strategic objective for Community Development to identify process improvements. In order to avoid a gap in service and pursue future system goals, the City of Seal Beach desires to supplement their staff resources by contracting a project partner that possesses Community Development software system implementation and process integration experience. Holistic looks forward to working with the City of Seal Beach to develop a model for efficient business operations that safely delivers development services to its customers. Thank you for consideration of our proposal. Sincerely, Holistic System Integration Solutions Angelica Zarco President/CEO Page 3 Provide Consulting Assistance for Implementation of Tyler's, EnerGov software system to include the following: • Configuration/Business Process Integration • Workflow Development • Fee Schedule/Structure configuration • System Reports Development Coordination (Forms/Documents/Reports) • GIS Coordination • Testing • Data mapping guidance for data migration • Develop Standard Operating Procedures (SOP's) • Develop Training materials • Conduct Staff training • Ticket creation to report system issues, monitoring and follow through to resolution • Conduct one-on-one and/or group sessions with City staff • Remote support services via phone/video conference • On-site project management/support services — To be scheduled and agreed upon between City and HSIS • Electronic Plan Review Implementation/integration • Develop Process/Project Action Team's to accomplish project goals Optional Services • Attend bi-weekly team meeting(s) via phone/video conference • SQL/Cognos/Crystal Report Writer services o Coordinate temporary services to be directly contracted by City • GIS Consultant. o Coordinate temporary services to be directly contracted by City Page 4 QUALIFICATIONS HOLISTIC SYSTEM INTEGRATION SOLUTIONS OUR PURPOSE Based in Riverside County, Holistic System Integration Solutions is dedicated to providing smart holistic solutions for software implementation and process integration. Holistic's in-depth understanding of land management systems, comprehensive knowledge of municipal land development processes and proven system implementation/integration experience, paired with our client's desires to achieve future system goals and capitalize on their investment while delivering exceptional customer service, ensures seamless and streamlined collaborations. CULTURE PEOPLE TECHNOLOGY PROCESS Holistic has developed streamlined, solutions that utilize a holistic approach to system design and integration by balancing four major elements that are key to successful -system implementation — People, Culture, Process, and Technology.. This approach delivers system integration on a global scale while taking -into -account and minimizing adverse impacts to the organization. EXECUTION STRATEGY Our success is attributed to an execution strategy that incorporates the Lean Six Sigma, DMAIC(Define, Measure, Analyze, Improve, Control) method to software implementation/integration. The DMAIC approach allows them to continually identify and apply improvements to business processes through software system design that result in enhanced system performance. Change management strategies are also built into our programs to assist with the least. impactful introduction of end-users to their, new land management environment. This approach is imperative to organizational health. SERVICES PROVIDED (all of which may be provided remotely) ■ RFP Development ■ Develop Training Materials and Conduct Staff Training ■ Software System Implementation (New or Upgrade) ' Vendor issue creation to report system issues, monitoring ■ Software Configuration/Integration arid follow through to resolution ■ Workflow Development, Design and Automation ■ Conduct one-on-one and/or group sessions with staff ■ Fee Schedule/Structure Calculations ■ Remote support services via phone/video conference ■ System Reports Development Coordination ■ On-site and/or remote project management/support services (Forms/Documents/Reports) ■ GIS Implementation Coordination ■ Electronic plan review software Implementation/ integration ■ Develop Process/Project Action Team's to achieve project ■ System Testing goals ■ Streamlined Strategies for Data Mapping/Migration ■ Develop performance metrics and key performance ■ Develop Standard Operating Procedures (SDP's) indicators (KPI's) for increased productivity Page 5 Holistic System Integration Solutions Experience CITY OF SAN CLEMENTE The City of San Clemente's Information Technology Division utilized Holistic System Integration Solutions to supplement their efforts during a staff transitional period and implementation/integration of a new ,GIS module. Holistic's ability to provide uninterrupted services while implementing a complex GIS module to their existing land management system resulted in a successful ,partnership. Services provided to the City included the following: ■ Review, analysis, coordination, testing and implementation of a new GIS module to their existing land management system. ■ Review, analysis, coordination and validation of the City's, County and Fire GIS data and migration into existing land management system. ■ Developed Standard Operating Procedures for City Staff use at implementation. ■ Developed roadmap and made recommendations to implement electronic plan review. ■ Developed reporting methods for Clean Oceans Annual Jurisdictional Runoff report and Park Ranger program. ■ Provided configuration and system support services: CITY OF MEDFORD (OR) "Holisticguicklybecame a criticafe/ement to a successfulimplementation of a complex system for the City of'Medford. The knowledge and resources provided were extremely hardworking and competent. We could not have achieved success without these resources." — Barbara Madruga The City of Medford procured Holistic System Integration Solutions to assist them with a complex implementation of a new software system just three months prior to their scheduled Go -Live date. Holistic addressed and fast -tracked resolutions for concerns surrounding their anticipated Go -Live schedule. Our assistance lead to a successful implementation. Services provided to the City included the following: ■ Conducted analysis of project timeline and task evaluation, identified critical stops and developed plan of action to accomplish scheduled tasks for successful Go -live. ■ Conducted business process and workflow analysis, made recommendations for streamlining and standardizing opportunities and configured in system. ■ Conducted analysis of TRAKiT system for configuration needs, accuracy and made configuration adjustments in accordance with desired workflows and business processes. e Conducted data migration analysis and developed streamlined methods for mapping and migration to new system. ■ Conducted GIS analysis and made recommendations for effective system implementation ■ Developed SOPs and conducted training to staff in all modules ■ Implemented mobile inspection platform and conducted training for inspection staff ■ Made recommendations for system preparedness and roll-out to public Page 6 CITY OF COACHELLA Holistic conducted an in-depth System Needs Analysis of the City of Coachella's existing land management software system (Eden) and processes surrounding their land development activities which included .impacts to water & sewer Utilities and Environmental Compliance Departments. The analysis provided them with the ability to measure existing software system capabilities against newer, more sophisticated systems and identified process improvement/streamlining opportunities which will allow them to make informed decisions about future procurement of a new software system. Services provided to the City included the following: ■ Conducted comprehensive system needs analysis of various systems used, including the City's existing Eden land management system, and evaluated based on capability, efficiency and accessibility in comparison with newer land management systems available in today's market. ■ Conducted comprehensive business process review of land development activities and made recommendations for standardizing and streamlining opportunities. ■ Coordinated software vendor demonstrations and prepared system cost comparison. ■ Provided the City with a .menu of short-term, mid-term and long-term next steps and made recommendations for actionable goals based on priority. ■ Provided roadmap for actionable items with realistic timelines for execution. CITY OF LA QUINTA The City of La Quinta sought to implement an on-line land management system for the Design & Development Department.. Angelica Zarco (Systems Integration Manager), spearheaded implementation of the City's new land management software. system, TRAKiT, which included strategic planning, streamlining, standardizing, implementation and integration of processes and systems for the Design and Development Department. Responsibilities included the following: ■ Development, configuration and implementation of the City's software system (TRAKiT) utilized for all development related, business license and Short -Term Vacation Rental application, review, processing and payment activities for .both over the counter and online functionality. ■ Implemented the City's online, electronic plan review, GIS and mobile inspection platforms. ■ Engaged with City Staff to understand complex business processes, developed workflows, identified process improvements, streamlining opportunities, standardized business processes and integrated with relative software. ■ Developed Standard Operating Procedures and User Guides and conducted training for all modules. ■ Oversaw the City's Short -Term Vacation Rental Program which involved revamping the marketing and branding of the program. ■ Development of complex key performance indicators to measure business and system performance. Page 7 Angelica Zarco — Project Manager/President, Holistic SIS Business Process Review, Workflow Development, Streamlining and Standardizing for Improved' Business Continuity, Configuration, SOP Development &Training Certifications Intermediate Project Management - Microsoft Project; Lean Six Sigma — Lean Management Angelica has 14 years of municipal government experience with 10+ years directly related to Community Development. She was also employed as a Project Manager for 3 years with a major Southern California land development company where she managed large-scale tract home development projects. Her experience in both public and private land development sectors has granted her a unique ,perspective to the land management software implementation and integration process. She is able to utilize her knowledge and experience from behind both sides of the counter to accurately, efficiently and effectively interpret and deploy land management systems based on the critical business needs of cities and customers alike. Angelica was responsible for the successful implementation of the City of La Quinta's Design and Development Department's land management system, which included Permit, Project, Business License, AEC and GIS modules. She also implemented electronic plan review, mobile inspection and the. eTRAKiT online platform which consisted of 82 land development application types. Angelica developed methods to successfully measure key performance indicators for business processand. system performance. The implementation process included: ■ Establishing comprehensive strategic plans for implementation / integration of the Department's software system and various project initiatives including project budgets and schedule development / adherence. ■ Managing, assigning, and directing activities of various Project ,Action Teams (PAT's). ■ Developing, configuring, and implementing the City's TRAKiT software system ■ Conducting stakeholder workshops for eTRAKiT online permitting software. a Working with City Staff to understand their business processes, developing process workflows, and identifying process improvement opportunities prior to their integration into TRAKiT. ® Developing and implementing standard operating procedures (SOPs) and user manuals, as well as City policies and best management practices (BMP's) ■ Conducting effective staff training utilizing SOP's and effective training materials Page 8 References City of Medford, Oregon Barbara Madruga, Technology & Innovation Director City of San Clemente, Brian Brower, California Information Technology Manager Fee Information 541.774.2064 blmadruga@cityofinedford.org 949.361.8259 j browerb@san-clemente.org .Cost Holistic (416 Hours) $110/hour I $45,760 Reimbursable Expenses Billing Mileage 2023 IRS Business Rate plus 10% . Printing, Reproduction, Scanning, etc. Direct cost plus 10% Per Diem Rates Per Diem for overnight trips (Lodging,'Meals and 2023 Government Services Administration Rates for Incidentals) applicable County plus 30% Page 9 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 shalf 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 City of Seal Beach Master Template Approved: 7/27/22 7688251 Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform City of the location of the records. 8. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6 and 1777.7 and California Code 'of Regulations, Title 8, Section- 200 et seq. concerning the employment of apprentices on public works projects. Consultant shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within 60 days after concluding work pursuant to this Agreement, Consultant and each of its subcontractors shall submit to City a verified statement of the journeyman and apprentice hours performed under this Agreement. 9. Consultant shall not perform work with any Subcontractor that has been debarred or suspended pursuant to California Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. Consultant and subcontractors shall not be debarred or suspended throughout the duration of this Contract pursuant to Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. If Consultant or any subcontractor becomes debarred or suspended during the duration of the project, Consultant shall immediately notify City. 10. Consultant acknowledges that eight hours labor constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code Section 1810. Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. Consultant shall, as a penalty to City, forfeit $25.00 for each worker employed in the performance of this Agreement by Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code Section 1815, work performed by employees of Consultant in excess of eight hours per day, and 40 hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of eight hours per day at not less than one and one-half times the basic rate of pay. 11. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Consultant hereby certifies as follows: "I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract." City of Seal Beach Master Template Approved: 7/27/22 7688251 1.2. For every subcontractor who will perform work on the project, Consultant shall be responsible for such subcontractor's compliance with Chapter 1 and Labor Code Sections 1860 and 3700, and Consultant shall include in the written contract between it and each subcontractor a copy of those statutory provisions and a requirement that each subcontractor shall comply with those statutory provisions. Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a .periodic review of the certified payroll records of the subcontractor and upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take corrective action to halt or rectify any failure. 13. To the maximum extent permitted by law, Consultant shall indemnify, hold harmless and defend (at Consultant's expense with counsel reasonably acceptable to City) City, its officials, officers, employees, agents and independent contractors serving in the role of City officials, and volunteers from and against any demand or claim for damages, compensation, fines, penalties or other amounts arising out of or incidental to any acts or omissions listed above by any person or entity (including Consultant, its subcontractors, and each of their officials, officers, employees and agents) in connection with any work undertaken or in connection with the Agreement, including without, limitation the payment of all consequential damages, attorneys' fees, and other related costs and expenses. All duties of Consultant under this Section shall survive the termination of the Agreement. City of Seal Beach Master Template Approved: 7/27/22 7688251 �►co row' CERTIFICATE OF LIABILITY INSURANCE (MM DATE 01 /30/20 23 1) 01/30/2023 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 CS&S/MYLO LLC PO BOX 958489 CONTACT NAME: PHONE FAX (A1C; No, Ext): (A1C, No): LAKE MARY, FL 32746-8989 E-MAIL Phone - 844-863-5950 ADDRESS: Fax - 877-763-5122 INSURERISI AFFORDING COVERAGE NAIC # INSURERA: Continental Casualty Company 20443 EACH OCCURRENCE 2,000,000 INSURED Angelica Zarco DBA Holistic System and Integration INSURER B: National Fire Insurance Company of Hartford 20478 Solutions INSURER C: PO BOX 6313 INSURERD: INSURER E: LA QUINTA, CA 92248 INSURER F: Y COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF MMMD POLICY EXP MM1D0 LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE 2,000,000 CLAIMS -MADE R OCCUR DAMAGE TO RENTED 300,000 PREMISES (Ea occurrence) MED EXP (Any one person) 10,0002,000,000 A Y N 7012581309 12/16/2022 12/16/2023 PERSONAL &ADV INJURY GEN'L AGGREGATE LIMIT APPLIES PER: POLICY�PRO ®LOC JECT GENERAL AGGREGATE 4,000,000 PRODUCTS -COMPIOPAGG 4,000,000 OTHER AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 (Ea accident) BODILYINJURY (Per person) ANY AUTO B OWNED SCHEDULED AUTOS ONLY AUTOS N N 7012612557 01/20/2023 01/20/2024 BODILY INJURY (Per accident) HIRED NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE (Per accident) UMBRELLA LU1B OCCUR EACH OCCURRENCE AGGREGATE EXCESS LIAB CLAIMS -MADE DED RETENTION $ WORKERS•COMPENSATION PER OTH- AND EMPLOYERS' LIABILITY STATUTE ER E.L. EACH ACCIDENT ANY PROPRIETOR/PARTNER/EXECUTIVE YIN OFFICERIMEMBER EXCLUDED? NIA (Mandatory In NH) ❑ If yes, describe under E.L. DISEASE - EA EMPLOYEE E.L. DISEASE -POLICY LIMIT DESCRIPTION OF OPERATIONS below A TECHNOLOGY ERRORS & OMISSIONS LIABILITY N N 7012581309 12/16/2022 12/16/2023 EACH OCCURRENCE 2;000,00 AGGREGATE $4,000,00 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Certificate holder is added as an additional insured as provided in the blanket additional insured endorsement as it pertains to work being performed by the named insured under written contract. CERTIFICATE HOLDER CANCELLATION City of Seal Beach SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 211 8th Street THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Seal Beach, CA 90740 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE u -11-w ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD cac9221 CNA SB -146932-E (Ed. 06/11) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - LIABILITY EXTENSION This endorsement modifies insurance provided under the following: CNP 7012581309 BUSINESSOWNERS LIABILITY COVERAGE FORM Coverage afforded under this extension of coverage endorsement does not apply to any person or organization covered as an additional insured on any other endorsement now or hereafter attached to this Policy. 1. ADDITIONAL INSURED — BLANKET VENDORS WHO IS AN INSURED is amended to include as an additional insured any person or organization (referred to below as vendor) with whom you agreed, because of a written contract or agreement to provide insurance, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: 1. The insurance afforded the vendor does not apply to: a. "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; x c. Any physical or chemical change in the product made intentionally by the vendor; 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; e. Any failure to make such inspections, adjustments, tests or servicing as the vendor 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 the vendor's premises in connection with the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or h. "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omission 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.; or (2) Such inspections, adjustments, tests or servicing as the vendor 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. 2. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 3. This provision 2. does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Policy. 4., This provision 2. does not apply if "bodily injury" or "property damage" included within the "products -completed operations hazard" is excluded either by the provisions of the Policy or by endorsement. 2. MISCELLANEOUS ADDITIONAL INSUREDS WHO IS AN INSURED is amended to include as an insured any person or organization (called additional insured) described in paragraphs 2.a. through 2.h. below whom you are required to add as an additional insured on this policy under a written contract or agreement but the written contract or agreement must be: 1. Currently in effect or becoming effective during the term of this policy; and 2. Executed prior to the "bodily injury," "property damage" or "personal and advertising injury," but Only the following persons or organizations are additional insureds under this endorsement and SB -146932-E Page 1 of 5 (Ed. 06/11) CNA coverage provided to such additional insureds is limited as provided herein: a. Additional Insured — Your Work That person or organization for whom you do work is an additional insured solely for liability due to your negligence specifically resulting from your work for the additional insured which is the subject of the written contract or written agreement. No coverage applies to liability resulting from the sole negligence of the additional insured. The insurance provided to the additional insured is limited as follows: (1) The Limits of Insurance applicable to the additional insured are those specified in the written contract or written agreement or in the Declarations of this policy, whichever is less. These Limits of Insurance are inclusive of, and not in addition to, the Limits of Insurance shown in the Declarations. (2) The coverage provided to the additional insured by this endorsement and paragraph F.9. of the definition of "insured contract" under Liability and Medical Expenses Definitions do not apply to "bodily injury" or "property damage" arising out of the "products - completed operations hazard" unless required by the written contract or written agreement. (3) The insurance provided to the additional insured does not apply to "bodily injury," "property damage," or "personal and advertising injury" arising out of the rendering or failure to render any professional services. b. State or Political Subdivisions A state or political subdivision subject to the following provisions: (1)r This insurance applies only with respect to the following hazards for which the state or political subdivision has issued a permit in connection with premises you own, rent, or control 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 SB -146932-E (Ed. 06/11) SB -146932-E (Ed. 06/11) decorations and similar exposures; or (b) The construction., erection, or removal of elevators; or (2) This insurance applies only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. This insurance does not apply to "bodily injury," "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality. c. Controlling Interest Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of. (1) Their financial control of you; or (2) Premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for such additional insured. d. Managers or Lessors of Premises A manager or lessor of premises but only with respect to liability arising out of the ownership, maintenance or use of that specific part of the premises leased to you and subject to the following additional exclusions: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such additional insured. e. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver but only with respect to their liability as mortgagee, assignee, or receiver and arising out of the ownership, maintenance, or use of a premises by you. This insurance does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. Page 2 of 5 CNA f. Owners/Other Interests — Land is Leased An owner or other interest from whom land has been leased by you but only with respect to liability arising out of the ownership, maintenance or use of that specific part of the land leased to you and subject to the following additional exclusions: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to lease that land; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such additional insured. g. Co-owner of Insured Premises A co-owner of a premises co -owned by you and covered under this insurance but only with respect to the co-owners liability as co- owner of such premises. h. Lessor of Equipment Any person or organization from whom you lease equipment. Such person or organization are insureds only with respect to their liability arising out of the maintenance, operation or use by you of equipment leased to you by such person or organization. A person's or organization's status as an insured under this endorsement ends when their written contract or agreement with you for such leased equipment ends. With respect to the insurance afforded these additional insureds, the following additional exclusions apply: This insurance does not apply: (T) To any "occurrence" which takes place after the equipment lease expires; or (2) To "bodily injury," "property damage" or "personal and advertising injury" arising out of the sole negligence of such additional insured. Any insurance provided to an additional insured designated under paragraphs b. through h. above does not apply to "bodily injury" or "property damage" included within the "products -completed operations hazard." 3. The following is added to Paragraph H. of the BUSINESSOWNERS COMMON POLICY CONDITIONS: H. Other Insurance S B -146932-E (Ed. 06/11) SB -146932-E (Ed. 06/11) 4. This insurance is excess over any other insurance naming the additional insured as an insured whether primary, excess, contingent or on any other basis unless a written contract or written agreement specifically requires that this insurance be either primary or primary and noncontributing. 4. LEGAL LIABILITY — DAMAGE TO PREMISES A. Under B. Exclusions, 1. Applicable to Business Liability Coverage, Exclusion k. Damage To Property, is replaced by the following: k. Damage To Property "Property damage" to: 1. Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; 2. Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; 3. Property loaned to you; 4. Personal property in the care, custody or control of the insured; 5. That particular part of any real property on which you or any contractors or subcontractors working directly or indirectly in your behalf are performing operations, if the "property damage" arises out of those operations; or 6. That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraph 2 of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs 1, 3, and 4, of this exclusion do not apply to "property damage" (other than damage by fire or explosion) to premises: (1) rented to you: Page 3 of 5 GVA (2) temporarily occupied by you with the permission of the owner, or (3) to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D — Liability and Medical Expenses Limits of Insurance. Paragraphs 3, 4, 5, and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph 6 of this exclusion does not apply to "property damage" included in the "products -completed operations hazard." B. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the last paragraph of 2. Exclusions is deleted and replaced by the following: Exclusions c, d, e, f, g, h, i, k, I, m, n, and o, do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section D. Liability And Medical Expenses Limits Of Insurance. C. The first Paragraph under item 5. Damage To Premises Rented To You Limit of Section D. Liability And Medical Expenses Limits Of Insurance is replaced by the following: The most we will pay under Business Liability for damages because of "property damage" to any one premises, while rented to you, or temporarily occupied by you, with the permission of the owner, including contents of such premises rented to you for a period of 7 or fewer consecutive days, is the Damage to Premises Rented to You limit shown in the Declaration. 5. Blanket Waiver of Subrogation We waive any right of recovery we may have against: a. Any person or organization with whom you have a written contract that requires such a waiver. 6. Broad Knowledge of Occurrence SB -146932-E (Ed. 06/11) SB -146932-E (Ed. 06/11) The following items are added to E. Businessowners General Liability Conditions in the Businessowners Liability Coverage Form: e. Paragraphs a. and b. apply to you or to any additional insured only when such "occurrence," offense, claim or "suit" is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. This paragraph e. applies separately to you and any additional insured. 7. Bodily Injury Section F. Liability and Medical Expenses Definitions, item 3. "Bodily Injury" is deleted and replaced with the following: "Bodily injury" means bodily injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury by that person at any time which results as a consequence of the bodily injury, sickness or disease. 8. Expanded Personal and Advertising Injury Definition a. The following is added to Section F. Liability and Medical -Expenses Definitions, item 14. Personal and Advertising Injury, in the Businessowners General Liability Coverage Form: h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: 1. Not done intentionally by or at the direction of: a. The insured; or b. Any "executive officer," director, stockholder, partner, member or Page 4 of 5 CNA manager (if you are a limited liability company) of the insured; and 2. Not directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person or person by any insured. b. The following is added to Exclusions, Section B.: (15)Discrimination Relating to Room, Dwelling or Premises Caused by discrimination directly or indirectly related to the sale, rental, lease or sub -lease or prospective sale, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any insured. SB -146932-E (Ed. 06/11) SB -146932-E (Ed. 06/11) (16)Fines or Penalties Fines or penalties levied or imposed by a governmental entity because of discrimination. c. This provision (Expanded Personal and Advertising Injury) does not apply if Personal and Advertising Injury Liability is excluded either by the provisions of the Policy or by endorsement. 9. Personal and Advertising Injury Re -defined Section F. Liability and Medical Expenses Definitions, item 14, Personal Advertising Injury, Paragraph c. is replaced by the following: c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room dwelling or premises that a person or organization occupies committed by or on behalf of its owner, landlord or lessor. Page 5 of 5 �L CNA Policyholder Notice — Countrywide IMPORTANT INFORMATION REQUEST FOR JURISDICTIONAL INSPECTION OF PRESSURE EQUIPMENT Many states and some cities issue certificates permitting the continued operation of certain equipment such as boilers, water heaters and pressure vessels. Periodic inspections are required to renew these certificates. In most jurisdictions, as part of an equipment breakdown policy, insurance company employees who have been licensed are authorized to perform these inspections. If: You ownloperate pressure equipment that requires a certificate from a state, county, city or parish to operate legally, and t We insure that equipment under this Policy, and You would like CNA to perform the next required inspection: Then: Complete the form on page 2 and email, mail or fax as instructed: No need to call or respond if you do not have boilers or pressure vessels that require operating cerliftates. BY EMAIL: EBinspectlona@cna.com (please scan the completed form and attach) BY MAIL: BY FAX: 609-524-3649 CNA Equipment Breakdown Risk Control 184 Liberty Corner Road 0 Floor, Suite 402 Warren, NJ 07059 BY PHONE: call 866-262-0540 —press °4° Questions or inquiries can be made via any of the above methods of communication. Q Please note the following: • Your jurisdiction(s) may charge you a fee for renewing a certificate. It is your responsibility to pay such a fee. • If CNA is required to pay the fee on your behalf, CNA will invoice you to recover that fee. $ All the provisions of the INSPECTION AND SURVEYS condition apply to the inspections described in this notice. Failure to notify us can result In fines and penalties being Issued to the equipment owner by the governing jurisdiction. CNA Is not responsible for said firms or penaltles. REMINDER If new equipment is installed or old equipment replaced that requires a jurisdictional inspection, please let us know by transmitting the new information to the postal addresstfax numberlemail address listed above and on the following page. If this is a renewal and information (locations) has not changed, please disregard this notice. If inspection and maintenance are outside of your area of responsibility, we would appreciate your forwarding this notice to the appropriate person. If no response Is received, we are assuming there are no jurisdictional objects at your location(s) and no Inspections are required. Note: Jurisdictional Inspections are not conducted outside of the United States, Its territorles, possessions, or Canada. CNA62823XX (07-2017) Copydght CNA All Rights Reserved. Page 11 of 2 CNA Policyholder Notice — Countrywide REQUEST FOR JURISDICTIONAL INSPECTION Insured Name: Facility/Location Name: Policy Number: Policy Terre: Contact Person do Title: Contact Phone Number(a)--Oftice: Cell: Contact Email Address: Location Address' City state Zip 1. 2. 3. Equipment Type2,44 Registration Certificate Expiration Number Date eV Completed By (Name do Date): Telephone #!Email Address: BY EMAIL: EBinspections@cna.com (please scan the completed form and attach) BY MAIL: BY FAX: 609-524-3649 CNA Equipment Breakdown Risk Control 184 Liberty Corner Road 4th Floor, Suite 402 Warren, NJ 07059 BY PHONE: call 866-262-0540 — press '4" 'If multiple objects and/or multiple locations, please list all required information on separate page(s) 'Boiler is defined as an enclosed vessel heated by fuel or electricity to produce steam or hot water. 3Pressure Vessel is defined as an enclosed vessel (tank) greater than 6 cubic feet (18 inches x 40 inches) to store liquid or gas under pressure for use when needed. 4LPG (ex: propane, propylene, butane & butylenes) Tank with vapor pressures not exceeding that allowed for commercial propane. California requirement only. CNA62823XX (07-2017) copyright CNA All Rights Reserved, Page 2 of 2 s CNA QUALITY ASSURANCE FORM Help Us To Serve You Better Every effort has been made to produce a quality product for you. Please review this transaction, and if it is incorrect list the correction needed in the space provided below and fax this Quality Assurance Form to us at 877-363-8669 or email to ciet@cna.com Questions pertaining to any transaction should be referred to Center at 877-574-0540, Option 3 CNA Customer Interaction Please send routine requests via standard ACORD forms through the same method you are using today. The preferred method is by fax to 877-363-8669 Insured/Account Name: Angelica Zarco DBA Holistic System Integration Solutions Policy Number: B 7012581309 Agent Name: CS&S/MYLO LLG Producer code: 085083 Transaction Type: Renewal Transaction Effective Date: 12/16/2022 Line of Business: GNP Branch: KANSAS CITY BRANCH Your Transaction was processed by Commercial Insurance Center - Lake Mary, FL C ID: BY PCUSERID Transaction Incorrect — See Below. Transaction Processed Correctly Correction needed: F CNA CNA Connect Renewal Declaration POLICY NDMBER COVERAGE PROVIDED BY FROM - POLICY PERIOD - TO B 7012581309 CONTINENTAL CASUALTY COMPANY 12/16/2022 12/16/2023 151 N Franklin CHICAGO, IL 606D6 INSURED NAME AND ADDRESS Angelica Zarco DBA Holistic System Integration Solutions 80787 Hayliegh Court INDIO, CA 92201 AGENCY NUMBER AGENCY NAME AND ADDRESS 085083 CS&S/MYLO LLC 8880 WARD PKWY STE 200 KANSAS CITY, MO 64114 Phone Number: (913)904-5300 BRANCH NUMBER BRANCH NAME AND ADDRESS 310 KANSAS CITY BRANCH 7400 COLLEGE BLVD. STE. 650 OVERLAND PARK, KS 66210 n Phone Number: (913)661-2700 J This policy becomes effective and expires at 12:01 A.M. standard time at your mailing address on the dates shown above. The Named Insured is an Individual. Your policy is composed of this Declarations, with the attached Common Policy Conditions, Coverage Forms, and Endorsements, if any. The Policy Forms and Endorsement Schedule shows all forms applicable to this policy at the time of policy issuance. The Estimated Policy Premium Is $1,967.00 ** Terrorism Risk Insurance Act Premium $5_00 Audit Period is Not Auditable =_ ** Minimum Premium AGENT Page 1 of 6 POLICY NUMBER INSURED NAME AND ADDRESS B 7012581309 Angelica Zarco DBA Holistic System Integration Solutions 80787 Hayliegh Court INDIO, CA 92201 PROPERTY COVERAGE LIMIT OF INSURANCE The following deductible applies unless a separate deductible is shown on the Schedule of Locations and Coverage. Deductible: $1,000 Business Income and Extra Expense Coverage Business Income and Extra Expense 12 Months Actual Loss Sustained Business Income and Extra Expense - Dependent Properties Employee Dishonesty Forgery and Alteration LIABILITY COVERAGE Liability and Medical Expense Limit - Each Occurrence Medical Expense Limit -- Per Person Personal and Advertising Injury Products/Completed Operations Aggregate General Aggregate Damage To Premises Rented To You $10,000 $25,000 $25,000 LIMIT OF INSURANCE Employment Practices/Fiduciary Liability Retroactive Dater 12/16/2020 EPLI Deductible: $0 $2,000,,000 $10,000 $2,000,000 $4,000,000 $4,000,000 $1,000,000 $10,000 Technology Errors & Omissions Liability Coverage THIS INSURANCE IS WRITTEN ON A "CLAIMS" MADE BASIS AND PROVIDES COVERAGE FOR THOSE "CLAIMS" WHICH ARE THE RESULT OF "WRONGFUL ACTS" HAPPENING SUBSEQUENT TO THE RETROACTIVE DATE STATED ON THE DECLARATIONS AND WHICH ARE FIRST MADE AGAINST THE INSURED AND REPORTED TO US WHILE THIS POLICY IS IN FORCE. NO COVERAGE EXISTS FOR "CLAIMS" MADE AGAINST AN INSURED AFTER THE END OF THE POLICY PERIOD UNLESS, AND TO THE EXTENT, AN EXTENDED REPORTING PERIOD APPLIES. "CLAIM EXPENSES" REDUCE THE LIMIT OF INSURANCE AND ARE SUBJECT TO A DEDUCTIBLE. PLEASE REVIEW THE POLICY CAREFULLY AND DISCUSS THE COVERAGE WITH YOUR INSURANCE AGENT OR BROKER. Technology Errors and Omissions Liability Retro Active Date 12/16/2020 Per Claim Limit $2,000,000 Aggregate Limit $4,000,000 Deductible $10,000 AGENT Page 2 of 6 POLICY NUMBER INSURED NAME AND ADDRESS B 7012581309 Angelica Zarco DBA Holistic System Integration Solutions 80787 Hayliegh Court INDIO, CA 92201 SCHEDULE OF LOCATIONS AND COVERAGE LOCATION 1 BUILDING 1 80787 Hayliegh Court INDIO, CA 92201 Construction: Frame Class Description: COMPUTER INTEGRATED SYSTEMS DESIGN Broadened Wind Inflation Guard 3% PROPERTY COVERAGE LIMIT OF INSIIRANCE Accounts Receivable $25,000 Building Not Covered Business Personal Property $5,202 Electronic Data Processing $50,000 Equipment Breakdown $5,202 Fine Arts $25,000 Ordinance or Law - Demolition Cost, Increased Cost of Construction $25,000 Seasonal Increase: 25% Sewer or Drain Back Up $25,000 Valuable Papers & Records $25,000 AGENT Page 3 of 6 POLICY NUMBER INSURED NAME AND ADDRESS B 7012581309 Angelica Zarco DBA Holistic System Integration Solutions 80787 Hayliegh Court INDIO, CA 92201 LOSS PAYEE SCHED= All loss payees as their interests may appear in the Covered Property. The following provisions apply in accordance with the insurable interest of the loss payee: Loss Payee Description of Property: Any Covered Property in which a loss payee, creditor or lender holds an interest, including any person or organization you have entered a contract with for the sale of Covered Property. AGENT Page 4 of 6 POLICY NUMBER INSURED NAME AND ADDRESS B 7012581309 Angelica Zarco DBA Holistic System Integration Solutions 80787 Hayliegh Court INDIO, CA 92201 FORMS AND ENDORSEMENTS SCHEDULE The following list shows the Forms, Schedules and Endorsements by Line of Business that are a part of this policy. COMMON FORM NUMBER FORM TITLE CNA79203XX 06/2014 Exclusion - Access or Disclosure of Confidential CNA80103XX 09/2014 Primary and Non Contributory - Other Ins Condition CNA81751XX 03/2015 Cap on Losses from Certified Acts of Terrorism CNA8571OXX 06/2016 Unmanned Aircraft Exclusion Endorsement CNA9268OXX 10/2019 Non -Accumulation of Limits Endorsement S3146916E 07/2020 California Changes SB147075A 01/2006 Economic and Trade Sanctions Condition S3147082E 04/2014 Businessowners Common Policy Conditions SB147086B 04/2010 Loss Payable Provisions COMMERCIAL PROPERTY FORM NUMBER FORM TITLE SB146801J 10/2019 Businessowners Special Property Coverage Form S3146802F 10/2019 Business Income and Extra Expense S3146803A 01/2006 Seasonal Increase SB146804A 01/2006 Arson and Theft Reward SB14680513 06/2016 Claim Data Expense S3146806B 01/2008 Debris Removal SB146807F 10/2019 Employee Dishonesty SB146808A 01/2006 Expediting Expenses S3146809C 07/2009 Fine Arts SB146810A 01/2006 Fire Department Service Charge SB146811A 01/2006 Fire Protective Equipment Discharge S3146812D 10/2019 Forgery and Alteration S314681313 01/2008 Newly Acquired or Constructed Property S3146814B 03/2006 Ordinance or Law SE146815A 01/2006 Outdoor Trees, Shrubs, Plants and Lawns S3146816A 01/2006 Pollutant Clean Up and Removal SR146817A 01/2006 Preservation of Property SB146818A 01/2006 Temporary Relocation of Property SB146819A 01/2006 Water Damage, Other Liquids, Solder, Molten Damage SB146820C 06/2011 Accounts Receivable S3146821A 01/2006 Appurtenant Buildings and Structures SE146822A 01/2006 Building Glass S3146823C 10/2019 Business Income Extra Expense - Dependent Property S3146824B 01/2008 Business Income Extra Expense -Newly Acquired Locs S3146825C 06/2011 Business Personal Property Off Premises S3146826C 10/2019 Civil Authority SB146827F 06/2011 Electronic Data Processing SB146828E 04/2014 Equipment Breakdown S13146830B 01/2008 Money Orders and Counterfeit Paper Currency S3146831B 06/2011 Nonowned Detached Trailers S3146832B 01/2008 Ordinance or Law -Increased Period of Restoration SB146833A 01/2006 Outdoor Property S3146834A 01/2006 Personal Effects SE146835A 01/2006 Signs S13146836A 01/2006 Spoilage Consequential Loss S3146837A 01/2006 Theft Damage to Rented Property SB146838C 06/2011 Valuable Papers and Records AGENT Page 5 of POLICY NUMBER INSURED NAME AND ADDRESS B 7012581309 Angelica Zarco DBA Holistic System Integration Solutions 80787 Hayliegh Court INDIO, CA 92201 FORMS AND COMMERCIAL PROPERTY FORM NUMBER FORM TITLE SB146839F 06/2011 Sewer or Drain Back Up SB146841B 06/2011 Broadened Wind Coverage S3146936A 01/2006 Inflation Guard SB147084C04 04/2012 California Fungi, Wet Rot, Dry Rot, Microbe Exln SE300129C 10/2019 Targeted Hacker Attack SB300456A 07/2007 Concurrent Causation, Earth Movmnt, Water Excl Chg SB300596A 01/2008 Identity Theft/Recovery Services Endorsement COMMERCIAL GENERAL LIABILITY FORM NUMBER FORM TITLE SB146901B 04/2014 Technology Services Exclusion SB146932G 10/2019 Blanket Additional Insured - Liability Extension SB147079A 01/2006 War Liability Exclusion SB147080B 10/2019 Exclusion - Silica SB147083C 10/2019 Fungi/Mold/Mildew/Yeast/Microbe Exclusion SE147088A 01/2006 Exclusion - Asbestos SE147089A 01/2006 Employment - Related Practices Exclusion SB300000D 04/2014 Businessowners Liability Coverage Form SB300092B 10/2019 Personal & Advertising Injury -Spec Offenses Endt SB300441A 01/2007 Fiduciary Liability Coverage Form SE300449A 01/2007 Single Limit of Insurance Endorsement SE300450A 01/2007 Employment Practices Liability Coverage Form SB300849A 07/2009 Recd and Distribution of Material or information SB300879C 06/2016 Technology Errors & Omission Liability Coverage *** PLEASE READ THE ENCLOSED IMPORTANT NOTICES CONCERNING YOUR POLICY *** FORM NUMBER FORM TITLE CNA62823XX 07/2017 Req For Jurisdictional Inspection Of Pressure Equp CNA81758XX 01/2021 PHN - Offer of Terrorism Disclosure of Premium CMA95404XX 03/2019 CNA Coverpage Form Countersignature s Chairman of the Board SB -146895-A (Ed. 01106) AGENT Page 6 of 6 CNA Policy Holder Notice HOW TO REPORT A CLAIM Thank you for choosing CNAI With your CNA ConnectO Businessowners Insurance Policy, you have insurance coverage tailored to meet the needs of your business. The international network of insurance professionals and the financial strength of CNA, rated °A° by A.M. Best, provide resources to help you manage the daily risks of your organization so you may focus on what's most important to you. Claim Services Claims are reported through a single point of entry available 2417, connecting you to individuals and information to help you resume your business when you need it most. • To report a loss go to www.FNOLCNA.com or send an email to Repo rtC laim@FNOLCNA.cam , orcal1833-FN0L-CNA (833-366-5262) • To request loss runs send an email to fsrmail®cnacentral.com • For additional questions call CNA Customer Service at (877)-574-0540, or contact your independent CNA Insurance Agent. Policy Information CNA representatives may ask you for some of the following information: Insured Name: Angelica Zarco DBA Holistic System Integration Solutions 80787 Hayliegh Court INDIC, CA 92201 Producer Information: CS&S/MYLO LLC 8880 WARD PKWY STE 200 KANSAS CITY, MO 64114 Policy Number: 7012581309 Policy Period: 12/16/2022 to 12/16/2023 Renewal CNA Branch: KANSAS CITY BRANCH 7400 COLLEGE BLVD. STE. 650 OVERLAND PARK, KS 66210 CNA95404XX (3-19) Producer Processing Code: 085083 Copyright CNA All Rights Reserved. Page 1 of 1 CNA 151 N. Franklin St Chicago, IL 60606 Policy Number From Policy Period Ta Coverage Is Provided By 137012581309 12/16/22 12/16/23 Continental Casualty Company Named Insured And: Address.. :. I: Agent Angelica Zarco DBA Holistic System CS&S/MYLO LLC Integration Solutions 8880 WARD PKWY STE 200 80787 Hayliegh Court KANSAS CITY, MO 64114 INDIO, CA 92201 ** PAYMENT PLAN SCHEDULE ** THE BILLING FOR THIS POLICY WILL BE FORWARDED TO YOU DIRECTLY FROM CNA. THE PREMIUM AMOUNT FOR THIS TRANSACTION IS $1,967.00 . THIS PREMIUM WILL BE INVOICED BY CNA ON A SEPARATE STATEMENT ACCORDING TO THE PAYMENT OPTION YOU SELECT. COMMISSION COMMISSION PREMIUM RATE DOLLARS $1,967.00 13.0 $255.71 Agency 085083310, ISSUE DATE 10/25/22 CNA CONNECT RATING WORKSHEET AGENT DATE: 10/25/2022 CNA INSURANCE NAMED INSURED : Angelica Zarco DBA Holistic By EFF DATES 12/16/2022 EYP DATE: 12/16/2023 WRITTEN DATE : 09/07/2022 POLICY #: 7012581309 COMPANY: Continental Casualty Company PAGE: 1 ---POLICY INFORMATION --- TERM FCT: 1.0000 BRANCH: 310 POL PRI RSK STATE: CA PRODUCER : 085083 STATUS : Renewal IRPM : 1.000 PROP DED $1,000 CO INS : Waived BI DED : None BI LIMIT : 12 Mo Loss Sustained # EMPLS 1 CO : CC LIAB OCC/AGG: $2,000,000/$4,000,000 PROD/OPS: Included MED EXP: $10,000 SIC: 73730 OTHER MOD: 1.000 CAPPING MOD: 1.000 FINAL -------POLICY LEVEL COVERAGE------- LIMIT RATE ----------------------------------- ----- ----- PREMIUM ------- PROPERTY BUSINESS INCOME - DEPENDENT PROPERTY $10,000 ----- INCLUDED EMPLOYEE DISHONESTY / FORGERY $25,000 ----- INCLUDED FIXED POLICY EXPENSES ----- ----- $116 LIABILITY DAMAGE TO PREMISES RENTED TO YOU $1,000,000 --/-- INCLUDED EMPLOYMENT PRACTICES/FIDUCIARY LIABILITY $10,000 ----- INCLUDED TECHNOLOGY ERRORS & OMISSIONS LIABILITY $2,000,000/$4,000,000 ----- $1,717 ---------------- POLICY LEVEL PREMIUM $1,833.00 ---POLICY LEVEL TAKES, FEES, AND SURCHARGES --- TOTAL TAXES $0.00 N_ ---------------- TOTAL POLICY LEVEL PREMIUMS $1,833.00 F ---LOCATION LEVEL COVERAGE--- 0 n m LOCATION 001 - STREET 80787 Hayliegh Court STREET CITY INDIO STATE CA ZIP : 92201 IND GRP: Business CLASS : 65121DQ COMPUTER INTEGRATED SYSTEMS DESIGN TERR : 023 PROT CLASS : 03 CONSTRUCTION F SPRINKLER N W/H DED: None W/H EXCL : N W/H BI DED : None CO DEV : 1.050 PACKAGE MOD: 1.000 ACV FACTOR: 0.000 BRD FRM CREDIT: 0.000 AGENT CNA CONNECT RATING WORKSHEET DATE: 10/25/2023 CNA INSURANCE NAMED INSURED s Angelica Sarco DBA Holistic BY EFF DATE: 12/16/3022 EXP DATES 12/16/2023 WRITTEN DATE : 09/07/3022 POLICY #: 7012581309 COMPANY: Continental Casualty Company PAGE: 2 LOCATION 001 ---BUSINESS PERSONAL PROPERTY --- MODIFIED FINAL X BPP f 1,000 = PREMIUM RATE RATE LIMIT 10.581 11.110 5,202 1,000 $58 ---LIABILITY--- CLASS : 65121DQ COMPUTER INTEGRATED SYSTEMS DESIGN MODIFIED FINAL X SALES / 1,000 = LIABILITY RATE RATE CHARGE 0.181 0.190 171,958 1,000 $33 LIABILITY = PREMIUM CHARGE $33 $33 ---OTHER LOCATION LEVEL COVERAGE --- ----------------------------------- PROPERTY BUSINESS INCOME & EXTRA EXPENSE ACCOUNTS RECEIVABLE ELECTRONIC DATA PROCESSING ELECTRONIC DATA PROCESSING - IN TRANSIT FINE ARTS ORDINANCE OR LAW N SEASONAL INCREASE _ VALUABLE PAPERS & RECORDS BROADENED WIND m EQUIPMENT BREAKDOWN INFLATION GUARD SEWERS OR DRAIN BACK UP TERRORISM RISK INSURANCE ACT PREMIUM: p LOCATION 001 PREMIUM ---TAXES, FEES, AND SURCHARGES--- = TOTAL TAXES LOCATION 001 FINAL PREMIUM AGENT $33 $33 $5.00 $132.00 $0.00 --------------- $132.00 FINAL LIMIT ----- RATE PREMIUM ------------ ----- ----- $12 $25,000 ----- INCLUDED $50,000 ----- $0 $25,000 ----- INCLUDED $25,000 ----- INCLUDED $25,000 ----- INCLUDED 25% ----- INCLUDED $25,000 ----- $0 ----- ----- $1 $5,202 ----- $1 ----- ----- $1 $25,000 ----- $21 $5.00 $132.00 $0.00 --------------- $132.00 CNA CONNECT RATING WORKSHEET DATES 10/25/2022 CNA INSURANCE NAMED INSURED s Angelica Zarco DSA Holistic By EFF DATE: 12/16/2022 ESP DATE: 12/16/2023 WRITTEN DATE s 09/07/2022 PREMIUM SUMMARY TOTAL POLICY LEVEL PREMIUM: TOTAL LOCATION LEVEL PREMIUM: TOTAL PREMIUM WITHOUT TAXES, FEES AND SURCHARGES: TOTAL TAXES, FEES AND SURCHARGES: ADDITIONAL PREMIUM TO EQUAL POLICY MINIMUM: GRAND TOTAL CNA CONNECT PREMIUM: f J AGENT $1,833.00 $132.00 $1,965.00 $0.00 $2.00 $1,967.00 3 3 END OF COPY SEAC MEMO f ���'9�tiFORN\P= DATE: July 17, 2023 TO: Gloria Harper CC: Megan Coats FROM: Alexa Smittle SUBJECT: Holistic System Integration Solutions PURPOSE The purpose of this memo is to approve the Risk Management — Insurance Requirements for the contract with Holistic System Integration Solutions BACKGROUND Section 17.0, Insurance, in the professional services agreement for Temporary Software Implementation Services between the City of Seal Beach and Holistic System Integration Solutions states the 17.2.5 Cyber Security and Privacy Liability Insurance should be secured within the agreement. 17.2.5 is exempt as the Technology errors and omission liability (17.2.4) covers the insurance in 17.2.5. WORKERS' COMPENSATION EXEMPTION DECLARATION forthe CITY OF SEAL BEACH You are required to complete this form because you have not filed a certificate of workers' compensation insurance with the City of Seal Beach {°City"). California law requires all employers to carry workers' compensation insurance, even if they have only one employee, unless excluded under state law. R is your responsibility to comply with the law. If you do not know whether you are required to cant' workers' compensation insurance, find out by contacting the California Department of Industrial Relations (TIRO). Information is also available on the DIR's website at httoJlwww.dir ca.gcnrv. If you are subject to the Workers' Compensation Laws of California, you must promptly file a certificate of Workers' Compensation Insurance with the City. Alternatively, if you have a certificate of self-insurance from the DIR, you must file that certificate with the City. DOCUMENT REFERENCE rinsert contract job number, location, etc.p. Work to be performed on premises: X Yes No Nature of work to be performed: Consulting Services related to implementation of Energov Software system — Business Name: HWftSystmmhu onSddom Business Contact Information: AngeticaZEL= PO 8=6313. LaQdnW CA %248, (7W) er-Mz. hdMC$ st com (name, address, telephone, email) LEGAL FORM: check applicable box X I Sole Proprietor Limited Partnership General Partnership Corporation Business Trust Limited Liability Company Other. ACKNOWLEDGEMENT am the authorized representative of the Business mentioned above. I warrant that the Business has no employees other than the owners, officers, directors, partners, or other principals who have elected to be exempt from workers' compensation coverage under Cal)fomla law. I further warrant that I understand the requirements of Section 3700 et seq. of the Califomia Labor Code conceming providing workers' compensation coverage for any employees of the Business. the Business agrees to comply with the code requirements and all other applicable laws and regulations regarding workers` compensation, payroll taxes, FICA, and tax withholding, and similar employment issues. The Business agrees to hold the City of Seal Beach harmless from any loss or liability, which may arise from the Business's failure to comply with any such laws or regulations. �aShould the Business or its subcontractors hire employees to perform the work referenced above, the Business Or its subcontractor(s) shall obtain workers' compensation insurance and provide proof of the coverage to the City of Seal Beach. al) I understand that this form constitutes a declaration by the Business against its financial interest, relative to any claims it should assert against the C.Ity of Seal Beach under the Califomia workers' compensation or la ws and serves as an addendum to the agreement. al) The Business will defend, indemnify, and hold harmless the City of Seal Beach from all claims and liability, Including workers' compensation claims and any liability that may be asserted or established by any party In the event the Business hires an employee in violation of this addendum. CERTIFICATION I declare and certify under the penalty of perjury under the laws of the State of California that the foregoing information provided in this Exemption Declaration is true and correct. Executed this 1e day of July 2023, at _Riverside 1 California. Rusin Holistic System Integration of ' ns AV: .1 Print Name/Ttle:Angeftaz--oww WARNING: FAILURE TO SECURE WORKERS' COMPENSATION COVERAGE IS UNLAWFUL, AND SHALL SUBJECT AN EMPLOYER TO CRIMINAL PENALTIES AND CIVIL FINES UP TO ONE HUNDRED THOUSAND DOLLARS ($100,000), IN ADDITION TO THE COST OF COMPENSATION. DAMAGES ASPROVIDED FOR IN SECTION 3706 OFTHE'LABORCODE; INTEREST; AND ATTORNEY'S FEES.