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HomeMy WebLinkAboutAGMT - Southern California Precision Concrete Inc dba Precision Concrete Cutting (Sidewalk Assessment and Trip Hazard Removal Services)PROFESSIONAL MAINTENANCE SERVICES AGREEMENT for Sidewalk Assessment and Trip Hazard Removal Services between City of Seal Beach 211 - 8th Street Seal Beach, :CA 90740 Southern California Precision Concrete, Inc. dba Precision Concrete Cutting 13089 Peyton Drive, #C235 Chino Hills, CA 91709 (909) 539-7740 This Professional Services Agreement ("the Agreement") is made as of August 14, 2023 (the "Effective Date"), by and between Southern California Precision Concrete, Inc. dba Precision Concrete Cutting ("Contractor"), a California corporation, and the City of Seal Beach ("City"), a California charter city, (collectively, "the Parties"). 1 of 21 RECITALS A. City desires to retain a contractor to perform certain sidewalk maintenance services including sidewalk assessment and trip hazard removal. B. Pursuant to the authority provided by its City Charter and Seal Beach Municipal Code § 3.20.025(D), City solicited proposals for such services through The California Joint Powers Insurance Authority ("CJPIA") Master Services Agreement, dated February 15, 2023, attached here to as Exhibit A. C. Pursuant to CJPIA Master Services Agreement, dated February 15, 2023, Contractor submitted a proposal to the City for sidewalk assessment and trip hazard removal services, dated July 13, 2023, in the amount of $125,000 ("Accepted Proposal"), attached hereto as Exhibit B and incorporated herein by reference. The Accepted Proposal contains, among other things, provisions defining the scope of services. D. City desires to engage Contractor as an independent contractor to provide certain sidewalk assessment and trip hazard removal services and Contractor desires to serve City to perform those services in accordance with the terms and conditions of this Agreement. E. Contractor represents that the principal members of its firm are qualified professional California licensed contractors (Contractor License #925449, DIR 1000003322) and are fully qualified to perform the services contemplated by this Agreement by virtue of its experience, and the training, education and expertise of its principals and employees. F. Contractor desires to perform such services in a good and professional manner; as provided herein. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. AGREEMENT 1.0 Scope of Services 1.1. Strictly on a preventative and extraordinary maintenance and repair services basis, Contractor shall provide those sidewalk assessment and trip hazard removal services (collectively "Services") set forth in the Contractor's Proposal ("Accepted Proposal," Exhibit B) in accordance with the Master Service Agreement (Exhibit A) and Labor Code requirements (Exhibit C), attached hereto and incorporated herein by this reference. To the extent that there is any conflict between Exhibit A, Exhibit B, Exhibit C, and this Agreement, this Agreement shall control. 2 of 21 1.2. Contractor 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, Contractor 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, Contractor hereby represents that it has the experience necessary to undertake the Services to be provided. In light of such status and experience, Contractor hereby covenants that it shall follow the customary professional standards in performing all Services. The City relies upon the skill of Contractor, and Contractor's staff, if any, to do and perform the Services in a skillful, competent, and professional manner, and Contractor and Contractor's staff, shall perform the Services in such manner. Contractor shall, at all times, meet or exceed any and all applicable professional standards of care. The acceptance of Contractor's work by the City shall not operate as a release of Contractor from such standard of care and workmanship. 1.5. Contractor 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 payment for such additional work to fund unforeseen conditions up to the amount approved at the time of award by the City Council as specified in Subsection 3.2. Payment for additional work in excess of this amount requires prior City Council authorization. 2.0 Term 2.1. The term of this Agreement shall commence as of the Effective Date, and shall remain in full force and effect until midnight on June 30, 2024 ("Term"), unless sooner terminated as provided in Section 5.0 of this Agreement. 3.0 Contractor's Compensation 3.1. City will pay Contractor in accordance with the rates shown on the Master Services Agreement 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 $125,000 (One Hundred Twenty -Five Thousand dollars) for the Term. 3.2. Payment for any additional work authorized by the City pursuant to Subsection 1.5 will be compensated in accordance with the CJIPA Master Services Agreement set forth in Exhibit A and shall not exceed the amount approved at the time of award by the City Council.. 3of21 4.0 Method of Payment 4.1. Contractor 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 Contractor within 30 days of receiving Contractor's invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Contractor. 4.2. Upon 24-hour notice from City, Contractor shall allow City or City's agents or representatives to inspect at Contractor's offices during reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained by Contractor in connection with this Agreement. City's rights under this Subsection 4.2 shall survive for three (3) years following the termination of this Agreement. 5.0 Termination 5.1. This Agreement may be terminated by City, without cause, or by Contractor 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 Contractor if Contractor fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy. 5.3. _Obligations upon termination. Unless otherwise specified in the notice of termination, Consultant shall cease all work under this Agreement immediately upon receipt of notice of termination from City under this Section, or immediately upon City's acknowledgment of receipt of Consultant's notice of termination to City under this Section. Upon termination, City shall be immediately given title to and possession of all Work Product (as defined in Subsection 12.1 of this Agreement) produced or developed pursuant to this Agreement up to the date of termination. Provided that Consultant is not then in breach, City shall pay Consultant for any portion of the Services completed prior to termination, based on the reasonable value of the Services rendered. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. In no event shall Consultant be entitled to payment for unperformed services or services within the Scope of Services performed prior to the effective date of this Agreement; and Consultant shall not be entitled to receive more than the amount that would be paid to Consultant for the full performance of the Services up to date of termination. Consultant shall have no 4of21 other claim against City by reason of such termination, including any claim for compensation or damages. - 6.0 Party Representatives 6.1. The City Manager is the City's representative for purposes of this Agreement. 6.2. Ron Durna is the Contractor's primary representative for purposes of this Agreement. Ron Durna shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the Services hereunder. Contractor 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 Contractor: Southern California Precision Concrete Inc. dba Precision Concrete Cutting 13089 Peyton Drive, #C235 Chino Hills, CA 91709 Attn: Ron Durna 7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 8.0 Permits and Licenses Contractor and all of Contractor'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. 5 of 21 9.0 Independent Contractor 9.1. Contractor 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 Contractor or by Contractor's employees or other personnel under Contractor's supervision. Contractor will determine the means, methods, and details by which Contractor's employees and other personnel will perform the Services. Contractor 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 Contractor's employees and other personnel performing any of the Services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor's exclusive direction and control. Contractor and Contractor's personnel shall not supervise any of City's employees; and City's employees shall not supervise Contractor's personnel. Contractor'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 Contractor'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. Contractor shall acquire and maintain at its sole cost and expense such vehicles, equipment and supplies as Contractor's personnel require to perform any of the Services required by this Agreement. Contractor shall perform all Services off of City premises at locations of Contractor's choice, except (1) as otherwise required for the performance of Services on City real property, facilities, vehicles or equipment; (2) as otherwise may from time to time be necessary in order for Contractor's personnel to receive projects from City, review plans on file at City, pick up or deliver any work product related to Contractor'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 Contractor from time to time for Contractor's personnel to obtain information about or to check on the status of projects pertaining to the Services under this Agreement. 9.3. Contractor shall be responsible for and pay all wages, salaries, benefits and other amounts due to Contractor's personnel in connection with their performance of any Services under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, other retirement or pension benefits, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Notwithstanding any other agency, State, or federal policy, rule, regulation, statute or ordinance to the contrary, Contractor 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 6of21 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. In addition to all other provisions of this Agreement, Contractor 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 Contractor'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 Contractor under this Agreement any amount due to City from Contractor as a result of Contractor's failure to promptly pay to City any reimbursement or indemnification arising under this Section. This duty is in addition to Contractor's duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. Contractor's covenants 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. Contractor agrees that, in providing its employees and any other personnel to City to perform any work or other Services under this Agreement, Contractor 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, Contractor shall assure compliance with regard to personnel who have active or inactive membership in PERS and to those who are retired annuitants and in performing this Agreement shall not assign or utilize any of its personnel in a manner that will cause City to be in violation of the PERL, PEPRA or any other applicable retirement laws and regulations. 10.2. Indemnification. In addition to all other provisions of this Agreement, Contractor 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 Contractor's violation of any provisions of this Section 10.0. This duty is in addition to 7of21 Contractor's duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. Contractor's covenants under this Section shall survive the expiration or termination of this Agreement. 11.0 Confidentiality 11.1. Contractor covenants that all data, reports, notes, surveys, studies, drawings, plans, maps, models, photographs, images, video files, media, computer files, electronic files, discussion, information or other Work Product (as defined in Subsection 12.1) developed or prepared by Contractor or provided to Contractor for performance of this Agreement are deemed confidential and shall not be disclosed by Contractor without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure. Contractor, its officers, directors, employees, agents, and/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 Contractor gives City notice of such court order or subpoena. 11.2. Contractor shall promptly notify City should Contractor, its officers, directors, 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 Services performed thereunder or with respect to any project or property located within City. City may, but has no obligation to, represent Contractor or be present at any deposition, hearing or similar proceeding. Contractor agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Contractor. 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. Contractor's covenants under this Section shall survive the termination or expiration of this Agreement. 12.0 Ownership of Work Product 12.1. Unless otherwise agreed upon in writing, all draft and final reports, drawings, specifications, documents, and other written material of any kind, and any and all images, ideas, concepts, designs including website designs, source code, object code, electronic data and files, and/or other media whatsoever created or developed by Contractor in the performance of this Agreement (collectively, "Work Product") shall be considered "works made for hire," for the 8of21 benefit of City. Upon completion of, or in the event of termination or expiration of this Agreement, all Work Product and any and all intellectual property rights arising from their creation, including, but not limited to, all copyrights and other proprietary rights, shall be and remain the property of City without restriction or limitation upon their use, duplication or dissemination by City upon payment being made in accordance with Subsection 5.3, and may be used, reused or otherwise disposed of by City for any purpose without Contractor's consent, provided that Contractor will not be held liable for any use, reuse or modification of the City -owned Work Product for purposes outside this Agreement. Consultant. Contractor shall not obtain or attempt to obtain copyright protection as to any of the Work Product. 12.2. Contractor hereby assigns to City all ownership and any and all intellectual property rights to the Work Product that are not otherwise vested in City pursuant to the paragraph directly above this one. 12.3. Contractor warrants and represents that it has secured all necessary licenses, consents or approvals to use any instrumentality, thing or component as to which any intellectual property right exists, including computer software, used in the rendering of the Services and the production of all Work Product produced under this Agreement, and that City has full legal title to and the right to reproduce the Work Product for any purpose. Contractor shall defend, indemnify and hold City, and its elected and appointed officials, officers, employees, servants, attorneys, designated volunteers, and those City agents serving as independent contractors in the role of City officials, harmless from any loss, claim or liability in any way related to a claim that City's use of any of the Work Product violates federal, state or local laws, or any contractual provisions, or any laws relating to trade names, licenses, franchises, copyrights, patents or other means of protecting intellectual property rights and/or interests in products or inventions. Contractor 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 Work Product produced under this Agreement. In the event the use of any of the Work Product or other deliverables hereunder by City is held to constitute an infringement and the use of any of the same is enjoined, Contractor, at its expense, shall: (1) secure for City the right to continue using the Work Product and other deliverables by suspension of any injunction, or by procuring a license or licenses for City; or (2) modify the Work Product and other deliverables so that they become non -infringing while remaining in compliance with the requirements of this Agreement. These covenants shall survive the expiration and/or termination of this Agreement. 12.4. Upon expiration or termination of the Agreement, Contractor shall deliver to City all Work Product and other deliverables related to any Services performed pursuant to this Agreement without additional cost or expense to City. If Contractor prepares a document on a computer, Contractor shall provide City 9of21 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. Contractor is fully responsible to City for the performance of any and all subcontractors. 14.0 Prohibition Against Assignment or Delegation Contractor shall not assign any of its rights or interests 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 without City's consent 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 Contractor 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, payroll, invoices, time cards, cost control sheets, costs, expenses, receipts, Work Product, and other records with respect to this Agreement. Contractor 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, Contractor 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. Contractor 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 10 of 21 outlined by CAL OSHA and other applicable state and federal laws. City may issue restraint or cease and desist orders to Contractor when unsafe or harmful acts are observed or reported relative to the performance of the Services. Contractor shall maintain the work sites free of hazards to persons and property resulting from its operations. Contractor shall immediately report to the City any hazardous condition noted by Contractor. 17.0 Familiarity with Work By executing this Agreement, Contractor represents that it has: (a) thoroughly investigated and considered the Scope of Services to be performed; (b) carefully considered how the Services should be performed; and (c) understands the facilities, difficulties, and restrictions attending performance of the Services under this Agreement. 18.0 Insurance 18.1. General Requirements. Contractor shall not commence -Services under this Agreement until it has provided evidence satisfactory to the City that Contractor has secured all insurance required under this Section. 18.2. Minimum Scope and Limits of Insurance. Contractor 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: 18.2.1. Commercial General Liability Insurance: Contractor 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 Contractor is a limited liability company, the commercial general liability coverage shall be amended so that Contractor and its managers, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds; 18.2.2. Automobile Liability Insurance: Contractor 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). 11 of 21 18.2.3. Workers' Compensation and Employer's Liability coverages: Workers' Compensation Insurance in the amount required by law; and Employer's Liability: Contractor shall maintain limits no less than $1,000,000 per accident and in the aggregate for bodily injury or disease; 18.2.4. Professional Liability (or Errors and Omissions) Liability Insurance: Contractor shall maintain limits of no less than $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. 18.3. 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. 18.4. Additional Insured. 18.4.1. For general liability insurance, 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 services or operations performed by or on behalf of Contractor, including materials, parts or equipment furnished in connection with such work. 18.4.2. 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 Contractor or for which Contractor is responsible. 18.4.3. These additional insured provisions shall also apply to any excess/umbrella liability policies. 18.5. Cancellations or Modifications to Coverages. The insurance policies shall contain the following provisions, or Contractor 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; 18.6. Primary and Non -Contributing. Coverage shall be primary insurance as respects the City, its elected and appointed officials, officers, 12 of 21 employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials, or if excess, shall stand in an unbroken chain of coverage excess of Contractor's scheduled underlying coverage and that any insurance or self-insurance maintained by 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 excess of Contractor's insurance and shall not be called upon to contribute with it; 18.7. 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. 18.8. Deductibles and Self -Insured Retentions. Any deductibles or self- insured retentions shall be declared to and approved by City. Contractor 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) Contractor shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 18.9. Waiver of Subrogation. Each insurance policy maintained or procured pursuant to 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. Contractor hereby waives its own right of recovery and all rights of subrogation against City. 18.10. City Remedy for Noncompliance. If Contractor 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 Contractor'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 Contractor's expense, the premium thereon. Contractor shall promptly reimburse City for any premium paid by City or City may withhold amounts sufficient to pay the premiums from payments due to Contractor. 18.11. Evidence of Insurance. Prior to the performance of any Services under this Agreement, Contractor shall furnish City with original certificates of insurance and endorsements evidencing and effecting the coverages required by this Agreement on forms satisfactory to and approved by City. The certificates and endorsements for each insurance policy shall be signed by a person 13 of 21 authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by City if requested. All certificates and endorsements shall be received and approved by City before work commences. City also reserves the right to require complete, certified copies of all required insurance policies, at any time. Contractor 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. Contractor shall furnish such proof at least two weeks prior to the expiration of the coverages. 18.12. Enforcement of Contract Provisions (Non -Estoppel). Contractor acknowledges and agrees that any actual or alleged failure on the part of the City to inform Contractor of noncompliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. 18.13. Indemnity Requirements Not Limiting. Procurement of insurance by Contractor shall not be construed as a limitation of Contractor's liability or as full performance of Contractor's duty to indemnify City under any provision of this Agreement. 18.14. Broader Coverage/Higher Limits. Contractor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Services. If Contractor 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 Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. 18.15. Timely Notice of Claims. Contractor shall give City prompt and timely notice of demands or claims made or suits instituted that arise out of or result from Contractor's performance under this Agreement, and that involve or may involve coverage under any of the required insurance policies. 18.16. Subcontractor Insurance Requirements. Contractor 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. 19.0 Indemnification, Hold Harmless, and Duty to Defend 19.1. Contractor's Duties. 19.1.1. General Indemnity. To the fullest extent permitted by law, Contractor 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 Agreement), from and against any and all damages, costs, 14 of 21 expenses, liabilities, claims, demands, causes of action, proceedings, suits, judgments, penalties, bid protests, stop notices, liens, losses and injuries of any nature whatsoever, to persons or property, including bodily injury and death, personal injury, and property damage, 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 any breach of .this Agreement and/or to the acts or omissions of Contractor, its owners, officers, directors, agents, servants, employees, subcontractors, materialmen, suppliers, consultants, or contractors, or their owners, officers, directors, agents, servants or employees (or any entity or individual that Contractor 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. Contractor 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. Contractor shall reimburse the Indemnitees for any and all legal expenses and costs incurred by the Indemnitees in connection therewith. 19.1.2. Contractor shall defend, indemnify and hold harmless City in accordance with Sections 9.0 and 10.0. 19.2. Subcontractor Indemnification. Contractor shall obtain executed indemnity agreements with provisions identical to those in this Section 19.0 from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Contractor in the performance of this Agreement. If Contractor fails to obtain such indemnities, Contractor 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 ofr are claimed to arise out of, pertain to, or relate to the acts or omissions of Contractor's subcontractors, their officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual that Contractor's subcontractors 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. 19.3. Workers' Compensation Acts Not Limiting. Contractor's indemnification obligations under this Section, or any other provision of this Agreement, shall not be limited by the provisions of any workers' compensation act or similar act. Contractor expressly waives any statutory immunity under such statutes or laws as to City, its elected and appointed officers, officials, agents, 15 of 21 employees, designated volunteers and those City agents serving as independent contractors in the role of City officials. 19.4. Insurance Requirements Not Limiting. City does not, and shall not, waive any rights that it may possess against Contractor 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 19.0 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. 19.5. Survival of Terms. Contractor's indemnifications and obligations under this Section 19.0 shall survive the expiration or termination of this Agreement. 20.0 Non -Discrimination and Equal Employment Opportunity Contractor affirmatively represents that it is an equal opportunity employer. In the performance of this Agreement, Contractor 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, age, physical disability, mental disability, medical condition, genetic information, military or veteran status, or any other basis prohibited by federal, state or local laws, including but not limited to, in all activities relating to initial employment, upgrading, demotion, transfer, recruitment, or recruitment advertising, layoff, or termination. Contractor further warrants that in providing the Services, Contractor shall not discriminate, harass or retaliate against any customer, patron, client, or other member of the public because of their race, religion, color, national origin, handicap, ancestry, sex, gender, sexual orientation, gender identity, gender expression, marital status, age, physical disability, mental disability, medical condition, genetic information, military or veteran status, or upon any other basis prohibited by federal, state or local laws. 21.0 Workers' Compensation Certification Labor Code Sections 1860 and 3700 provide that every employer is required to be insured against liability for Workers' Compensation or to undertake self- insurance in accordance with the provisions of that Code. In accordance with those statutes, by signing this Agreement, Contractor certifies as follows: am 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 I will comply with 16 of 21 such provisions before commencing the performance of the Work of this Contract." 22.0 Prevailing Wage and Payroll Records This Agreement calls for services that, in whole or in part, constitute "public works" as defined in the California Labor Code, and Contractor shall comply in all respects with all applicable provisions of the California Labor Code, including those set forth in Exhibit C, attached hereto and incorporated by reference herein. 23.0 Non -Exclusive Agreement Contractor acknowledges that City may enter into agreements with other Contractors for services similar to the services that are subject to this Agreement or may have its own employees perform services similar to those services contemplated by this Agreement. 24.0 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. 25.0 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. 26.0 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. 27.0 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 as a result of this Agreement. 17 of 21 28.0 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. 29.0 Prohibited Interests; Conflict of Interest 29.1. Contractor covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Contractor further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Contractor shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Contractor shall not accept any employment or representation during the term of this Agreement which is or may likely make Contractor "financially interested" (as provided in California Government Code §§ 1090 and 87100) in any decision made by City on any matter in connection with which Contractor has been retained. 29.2. Contractor further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Contractor, to solicit or obtain this Agreement. Nor has Contractor paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Contractor, 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 Contractor hereunder the full amount or value of any such fee, commission, percentage or gift. 29.3. Contractor 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 Contractor, and that if any such interest comes to the knowledge of Contractor at any time during the term of this Agreement, Contractor 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. 18 of 21 30.0 Final Payment Acceptance Constitutes Release The acceptance by Contractor 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 Contractor for anything done, furnished or relating to Contractor'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 Contractor, 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 Contractor, its employees, subcontractors and agents. 31.0 Corrections In addition to the indemnification obligations set forth above, Contractor shall correct, at its expense, all errors in the work which may be disclosed during City's review of Contractor's report or plans. Should Contractor 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 Contractor. 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 Contractor under this Agreement up to the amount of the cost of correction. 32.0 Non -Appropriation of Funds Payments to be made to Contractor 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 Contractor's Services beyond the current fiscal year, this Agreement shall cover payment for Contractor'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. 33.0 Mutual Cooperation 33.1. City's Cooperation. City shall provide Contractor with all pertinent documents and other requested information as is reasonably available for Contractor's proper performance of the Services required under this Agreement. 33.2. Contractor's Cooperation. In the event any claim or action is brought against City relating to Contractor's performance of Services rendered under this Agreement, Contractor shall render any reasonable assistance that City requires. 19 of 21 34.0 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. 35.0 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 in addition to any other relief to which the party may be entitled. 36.0 Exhibits All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control. 37.0 Titles and Headings The titles and headings used in this Agreement are for convenience only and shall in no way define, limit or describe the scope or intent of this Agreement or any part of it. 38.0 Corporate Authority The person executing this Agreement on behalf of Contractor 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 Contractor is formally bound to the provisions of this Agreement. 20 of 21 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 By: 0 Jill R. Ingram, City Manag Attest: By: Approved as to Form: ''~= By: �6-6 101 Nicholas R. Ghirelli, City Attorney CONTRACTOR: Southern California Precision Concrete, Inc., a California corporation By: Name:RONALD DURNA Its: President SECRETARY (Please note, two signatures required for corporations pursuant to California Corporations Code Section 313 from each- of the following categories. (i) the chairperson of the board, the president or any vice president, and (fl) the secretary, any assistant secretary, the chief financial officer or any assistant treasurer of such corporation.) PROOF OF AUTHORITY TO BIND CONTRACTING PARTY REQUIRED 21 of 21 EXHIBIT A California Joint Powers Insurance Authority Master Services Agreement with Precision Concrete Cutting Dated February 15, 2023 MASTER SERVICE AGREEMENT This Master Services Agreement (AGREEMENT) made as, of this date, February, 15, 2023, by and between Precision Concrete Cutting ("CONTRACTOR") and The California Joint Powers Insurance Authority ("AUTHORITY"). This AGREEMENT is created for the sole purpose of establishing an agreed-upon set of services and related costs in order to allow California JPIA members ("MEMBER") access to professional sidewalk inspection and maintenance services. Further, this AGREEMENT creates no obligation or expectation that any work will result from this agreement. The CONTRACTOR's specific services are defined below, and are available to members on as as -needed basis; the exact terms and conditions of such services are to be arranged between CONTRACTOR and MEMBER. MEMBERS are responsible for initiating and requesting any work of CONTRACTOR. Service Option 1 SIDEWALK ASSESSMENT SERVICES CONTRACTOR will inspect sidewalks and provide a written inspection report in the format approved by the MEMBER (optional curbs and gutters can be included in the scope of work). The inspection reports shall include the identification, location, and description of each problem and recommended action to be taken. The format and information required may be changed at the request of MEMBER with the agreement of both parties. Sidewalk Assessment Fee Schedule Cost Per Sidewalk Mile Total .Sidewalk Miles 'Estimated Cost per Day Estimated Man Days Total Estimate 'Assessment Cost $455.00 TBD $1,000 TBD $ TBD Sample Services and Responsibilities 1. MEMBER shall provide maps of specified areas to CONTRACTOR. 2. CONTRACTOR shall inspect public right-of-ways designated on the maps. 3. CONTRACTOR shall use current ADA standards and Member standards in determining tripping hazards. These hazards shall include, but not be limited to: a) Differential displacement between sidewalk sections 3/8 inch or greater b) Spall surfaces, holes in surfaces, and cracks above 1 inch wide or greater c) Deteriorated joints that have an eroded condition and are 1/2 inch wide or greater 4. CONTRACTOR shall record location of damaged sections in a GPS device. 5. Data entered into the GPS device shall be provided in writing to the MEMBER. 6. CONTRACTOR shall provide written inspection report that shall include, but not be limited to: a. Identification and description of each problem condition b. Physical address and location including GPS location data c. Size of the hazards in height, length, and square foot d. Probable cause of the hazard, if evident e. Pictures of damaged areas f. Priority for repair; high, medium, low g. Recommended action to be taken. 7. CONTRACTOR shall report to the MEMBER the results of the inspection upon completion. Service Option 2 SIDEWALK TRIP HAZARD REMOVAL Hazard Class Small . 3/8:1"to l/_2." Medium >I/2" to I" Large Lineal Foot perLocation 'Square Foot perLocation, Price per Hazard $31.00 $62.00 $125.00 5 lin. feet 25 sq. ft. CONTRACTOR shall be paid a fee for specialized trip -hazard repair service on lifted sidewalk with a difference in vertical elevation above '/4" to 2'/z". The fee paid to CONTRACTOR for trip -hazard removal shall be charged on a cost per hazard category per 5 lineal feet location. A removal of a trip hazard greater than 5 lineal feet shall be charged incremental cost per 5 feet location for the hazard class as follows: Example: A less severe hazard (3/8" to 1/2" high) that is 7 lineal feet long shall be charged 2 locations (7 lineal feet = 5 feet + 2 feet) = $31 x 2 locations = $62.00 Sample Services and Responsibilities 1. CONTRACTOR shall repair sidewalk trip hazards above 1/4" and up to 2'/2" in designated work areas as determined by the MEMBER. 2. CONTRACTOR shall remove hazards completely, from one end of the raised sidewalk joint to the other, if applicable, leaving a zero point of differential between slabs. 3. CONTRACTOR shall not cause any damage to landscaping, trees, retaining walls, curbs, sprinkler heads, utility covers or other objects adjacent to sidewalks. If CONTRACTOR and/or CONTRACTOR's equipment does cause damage to above, the MEMBER must be notified immediately and damages must be repaired at the CONTRACTOR's expense within 24 hours of the time the damage occurred. 4. CONTRACTOR shall completely and immediately clean up all debris after each hazard is repaired. All costs incurred for disposal of waste material shall be included in unit cost and not paid for separately. 5. CONTRACTOR shall repair each sidewalk trip hazard without damage to adjacent slab(s) or curb(s). 6. CONTRACTOR shall cut dry with dust abatement mechanism. No water-cooling is allowed, which creates slurry and contaminates storm drains or causes excessive environmental impact. 7. CONTRACTOR shall submit an itemized summary of all repaired hazards which includes: a. The specific hazard height — both high side and low side measurement — in 8ths of an inch b. The actual length of the repair to the nearest 1/2 foot c. The total width of actual repair to the nearest 1/Z foot d. The square feet of the effective panel from joint to nearest joint or score line e. The calculated unit for measurement shall be the square foot of the effected panel f. The physical location (address) of each repair g. Pictures of each repair as requested h. Itemized cost of each repaired trip hazard 8. CONTRACTOR shall submit a detailed invoice setting forth the services performed, in accordance with the formula for saw -cutting calculations. All invoices must show the cut depth, size, length, width, square feet, address, the number of locations, and the date repaired for each hazard removal. The billing unit for invoice calculation shall be the number of locations where one (1) location is up to 5 lineal feet. 9. CONTRACTOR shall guarantee specified repair slope (1:12 or 1:8 based upon requirements outlined by the Americans with Disabilities Act) is achieved. If defined slope is not achieved, CONTRACTOR must repair to specification at no additional charge within 24 hours of discovery. 10. CONTRACTOR shall guarantee that the removed trip hazard will have a uniform appearance and texture. The finished surface shall have a co -efficient of friction of at least 0.6. 11. Method of trip -hazard removal shall entail precise saw -cutting performed with hand-held, electric -powered equipment, using a machined hub and flush -mounted, diamond -tipped blades. Must be capable of cutting at any angle and perform trip -hazard removal in hard - to -reach areas, around obstacles, on narrow walkways, and next to fences and retaining walls or buildings. 12. CONTRACTOR shall make its best effort to notify residents 3 days in advance of any work and schedule the operations so as to cause a minimum of interruption, interference or disturbance to the operation of stores, businesses, office buildings, hotels, churches, etc., and allow access by pedestrians and emergency, delivery and service vehicles at all times. Sidewalk repair equipment and all other items incidental to the work shall not be left or stored on the sidewalk or on private property while not in use. 13. CONTRACTOR shall take precautions during saw -cutting operations not to disfigure, scar, or impair the health of any tree on public or private property. Service Option 3 SIDEWALK ASSESSMENT AND TRIP HAZARD REMOVAL Hazard Class Small, 3/87" to, 11T I Medium > >l/2" to ,1" LargeLineal j'>I" Foot 1per Location : Square Foot per, Location Price per Hazard $37.00 1$74.00 1 $148.00 151in. Feet 25 sq. ft. See sample services and responsibilities under respective sections in Service Option 1 and Service Option 2. Service Option 4 FIVE-YEAR MAINTENANCE PROGRAM Hazard Class : Small Medium 3/8." to 1/2" . >1/2" to, l" Large '>I" Lineal Foot perLocation 7 Square Foot erLocation Price per Hazard $37.00 $74.00 $148.00 51in. Feet 25 sq. ft. Sample Sidewalk Survey Services and Responsibilities 1. CONTRACTOR shall perform annual, semi-annual, or quarterly sidewalk inspection as determined by the scope of services to be defined by terms mutually set between the MEMBER and CONTRACTOR. 2. CONTRACTOR shall specify problems and recommend action to be taken. 3. CONTRACTOR shall prioritize the areas and problems to be resolved. 4. CONTRACTOR shall identify repairs to be accomplished by saw cutting. 5. CONTRACTOR shall identify spall surfaces, holes in surfaces, and cracks above 1" wide or greater. 6. CONTRACTOR shall recommend areas to be demolished and replaced. 7. CONTRACTOR shall provide written inspection report that shall include, but not be limited to: a. Identification and description of each problem condition b. Physical address and location including GPS location data c. Size of the hazards in height, length, and square foot d. Probable cause of the hazard, if evident e. Pictures of damaged areas f. Priority for repair; high, medium, low g. Recommended action to be taken. h. CONTRACTOR shall report to the MEMBER the results of the inspection upon completion. Sample Sidewalk Trip Hazard Removal Services and Responsibilities 1. CONTRACTOR shall make repairs and recommendations to achieve the lowest overall cost to the MEMBER. 2. CONTRACTOR shall remove the existing trip hazards by saw cutting changes in elevation between adjacent panels from above 1/4 inch up to 2'/2 inches in height as specified in the scope of work defined by mutually set terms between the MEMBER and CONTRACTOR. 3. The MEMBER shall set a fixed budget "not to exceed" per month, per quarter, or per year. 4. CONTRACTOR shall provide in-depth report, audit -able for maintenance and risk management Sample Remove/Replacement Survey Reportine Services and Responsibilities 1. CONTRACTOR shall survey and report all,areas not recommended for saw cutting. 2. CONTRACTOR shall identify remove and replacement locations to maximize the repair of locations that truly need to be replaced. 3. CONTRACTOR shall provide a written report that identifies the location, length, width, and square foot measurement of the effected panels to be replaced. 4. CONTRACTOR shall provide GPS locations, maps and photographs of areas recommended for removal and replacement. 5. CONTRACTOR shall provide monthly an in-depth report, audit -able for maintenance and risk management. BondinE Requirements Direct cost associated with any specific bonding requirements beyond the required Contractors License Bond including the cost of Performance Bond, Payment Bond, or any other additional bonding requirements are not included in the fee schedule listed above and will be added to the cost of the project. CPI Escalation The fees charged by Precision Concrete Cutting which are expressed as stated dollar amounts in this schedule shall be increased annually commencing on the one-year anniversary date of the Effective Date. Any increase must include written justification such as CPI figures and is subject to approval if it exceeds the annual 3% allowable increase. Authorization CONTRACTOR shall inspect andreport only those sidewalk conditions andtriphazards as specified in the performance in this AGREEMENT, and therefore makes no representation that other trip hazards outside the scope of work have been identified. CONTRACTOR shall not be responsible for conditions outside the control of CONTRACTOR thathave changed after completion of the inspections due to tree roots, water, settling, and other causes, and shall not be liable for any claims, losses, or damages arising from known or unknown trip hazards. Additionally, CONTRACTOR shall carry out authorized remediation and repair work as specified in the performance ofthis AGREEMENT, and based on locations either identified through their inspection process or identified separately from the CONTRACTOR'S inspection process. CONTRACTOR shall be responsible for removal of all trip hazards that have been identified and authorized through the performance ofthis AGREEMENT. CONTRACTOR shall not be responsible for trip hazards that arise after completion of the remediation and repair work as specified in the performance ofthis AGREEMENT due to conditions outside the control of the CONTRACTOR, such as tree roots, water, settling, and other causes. FOR AUTHORITY: Jonathan Shull NAME Chief Executive Officer TITLE _�.4 SIG ATURE February 7, 2023 DATE FOR CONTRACTOR: Gary Beneduci NAME General Manager TITLE Lya4<y SIGNATURE February 7, 2023 DATE EXHIBIT B Accepted Proposal (Contractor's Proposal dated July 13, 2023) y �= am o� za aCf) z 0 Oam _O 0 a0_ N U d � Wd c t cs o a 0a N N .2- 0 .U d cn Q E C � O G C N N � z O T � _ W CO O U 'O N d Rb O t l N U -= c° O =� Q = h cao m LLJ Lu � R o T Q Y M N¢ Q E J CV E O WDo N— -� == C:I= c 0r ca Q V . or_ - Lt) >-= > (1) M -j�a. -j E I C O '- W �� �LLJ Z � = m i9. tj iP3 00 v vi a� o 0 U) E co o 4 U a `� cz > cu O ! • L U [� O O O Q U E O CB _ N co N _ U (SS cm 0 C. y ® C L > pv� V �c C m °� N 0 N O cz c6 T C m > -nen Luco u O V U cu V ;_ a a oCIS S © mo cn r O � L ° 0.20 8 E cn O v Q O cnE L C a CU 3 `0 2 lvul Y ® j 0 V ® U O O O � N 0..0 Yifll L ((� cu Ql cn a E '01 M r o W C ,� a0- � E N °0�' C.N 3 0_ o N —a0 v � T C 0 0 03°.�j UNm N O 0) W D O ca :5c o Q U) m C, QL C r 2'C (Si C O ��'CE ?� O ra N L U -p u?20 O 0 U) O+ cl O a •- ym�o C L Q y o 0a fa O p p U) 0 a m> 00 L .0 CD N j U) O � N Y E�a m ai RS � U a o 3 � 3 W m (�� dui -p — C (o d o C O U U) > E > .(� L o i� p (n ' CD U) N X t ca mrn rn LO p .L 5, CO a F2C30 co U) �'. 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O' -O w> o C o y c v ` m a c `. o m y a) N d a`Qi w o`a i c E E° n t a`6i m n a—— c> o U, p E p o C L L L .Q C L O 16 !I ca '6 m L O L '..' O N N N �>`„ 0 U)— p fU S N C N N �. .0 N co O C p a O LCF O E F O a a F � 0 E O y° O ca F o R F O F N O C F o L ¢ °� L o ca c o a a ll o U r3 U- U "C U U R U U� U N 3 � U p U ca CC - CL L U m Q U) CC 2 c6 O O O V >. N a NF enF 15F �� m ZI-- P F F n m w p Q� N O ML OcaO�OC HF L NsCA i O E NOOO L F-- mC 0 cnU c = d �0 ,ui fl i' n ( -o af- cac d 0 LnN T M w w ` x w 0 Z 0 0 CL w Q Z _0 w /� i I Z i w A a> 0 C13 `E ,<4\ c D4 - co to .•rte.. � ; -oo� ,r N �O — r cn Q CLi N U '� E p a) cc; CO cis `a c� Q L E rJ Q y w 3 j tFl 5 ttl 4= G7 os._ r . N PT i y J .�y f �, ✓� �� y`�'�a £r_ � AL1 3: G ✓� 1 ./f i �i/ i r �i �k- d3x`- ; uy.'s. �r Q cr.' Z. H L' ctr 0 Z �o Z O LLI �1 CC CL EXHIBIT C 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, Contractor 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", Contractor shall comply with and be bound by all the terms, rules and regulations described in 1(a) and 1(b) as though set forth in full herein. 2. California law requires the inclusion of specific Labor Code provisions in certain contracts. The inclusion of such specific provisions below, whether or not required by California law, does not alter the meaning or scope of Section 1 above. 3. Contractor 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. Contractor shall not perform work with any subcontractor that is not registered with DIR pursuant to Section 1725.5. Contractor and subcontractors shall maintain their registration with the DIR in effect throughout the duration of this Agreement. If Contractor or any subcontractor ceases to be registered with DIR at any time during the duration of the project, Contractor shall immediately notify City. 4. Pursuant to Labor Code Section 1771.4, Contractor's Services are subject to compliance monitoring and enforcement by DIR. Contractor 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. Contractor acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and Contractor shall post such rates at each job site covered by this Agreement. 6. Contractor 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. Contractor 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 Contractor or by any subcontractor. 7. Contractor shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Contractor and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in , Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform City of the location of the records. 8. Contractor 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. Contractor shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Contractor 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, Contractor and each of its subcontractors shall submit to City a verified statement of the journeyman and apprentice hours performed under this Agreement. 9. Contractor 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. Contractor 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 Contractor or any subcontractor becomes debarred or suspended during the duration of the project, Contractor shall immediately notify City. 10. Contractor acknowledges that eight hours labor constitutes a legal day's work. Contractor shall comply with and be bound by Labor Code Section 1810. Contractor shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. Contractor shall, as a penalty to City, forfeit $25.00 for each worker employed in the performance of this Agreement by Contractor 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 Contractor 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, Contractor hereby certifies as follows: "I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract." 12. For every subcontractor who will perform work on the project, Contractor shall be responsible for such subcontractor's compliance with Chapter 1 and Labor Code Sections 1860 and 3700, and Contractor 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. Contractor 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. Contractor shall diligently take corrective action to halt or rectify any failure. 13. To the maximum extent permitted by law, Contractor shall indemnify, hold harmless and defend (at Contractor'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 Contractor, 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 Contractor under this Section shall survive the termination of the Agreement. AC40 o® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/OD/YYYY) 8/15/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Burnham WGB Insurance Solutions CA Insurance License OF69771 15901 Red Hill Avenue CONTACT NAME: Andrea Martin PHONE 'FAX C No Ext): 714-824-8371 AIC,No): 714-573-1770 E-MAIL amartin@wgbib.com INSURERS AFFORDING COVERAGE NAIC# Tustin CA 92780 INSURERA: American Fire and Casualty Company 24066 EACH OCCURRENCE $1,000,000 INSURED SOUTH47 INSURER B: Kinsale Insurance Company 38920 Southern California Precision Concrete, Inc. Dba Precision Concrete Cutting 32428 Campo Drive INSURER C: Benchmark Insurance Company 41394 INSURER D: Starstone National Insurance Company 25496 INSURERE: Temecula CA 92592 INSURER F : A Cr1VFRArFR CERTIFICATE NUMBER:fin661f1n91 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 SUER POLICY NUMBER MMfuDDY EFF I MOL'C EXP LIMITS B X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE FR_1 OCCUR X 2,500 0100240052-0 5/15/2023 5/15/2024 EACH OCCURRENCE $1,000,000 PREM SES Ea o."Dence S100,000 MED EXP (Any one person) $5,000 PERSONAL& ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY [flJEC '❑ LOC OTHER: a GENERAL AGGREGATE S2,000,000 PRODUCTS - COMP/OP AGG S2,000,000 Deductible I S2,500 A AUTOMOBILE LIABILITY IX ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS X HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY BAS57604891 5/15/2023 5/15/2024 OMBINED CSINGLE LIMIT $1,000,000 Ea accident BODILY INJURY (Per person) S BODILY INJURY (Per accident) $ PROPERTY DAMAGE S Per accident S D X UMBRELLA LIAB X EXCESS LIAR OCCUR CLAIMS -MADE I 72775T237ALI 5/15/2023 5/15/2024 EACH OCCURRENCE S2,000,000 AGGREGATE S2,000,000 DED I I RETENTIONS S C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANYPROPRIETOR/PARTNER/EXECUTIVE ❑ OFFICERIMEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N / A CST5025456 6/2/2023 6/2/2024 X PER ER E.L. EACH ACCIDENT S1.000,000 E.L. DISEASE - EA EMPLOYEE S 1,000,000 E.L. DISEASE - POLICY LIMIT S 1,000,000 DESCRIPTION OF OPERATIONS! LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Umbrella Liability is follow form and excess of the General, Auto and Workers Compensaton Certificate Holder is included as Additional Insured with respect to the General Liability policy if required by written contract and subject to terms, conditions and exclusions of the policy. /%CO1rICl/1A1rC Uf%i n=0 CANCFI 1 ATION V 79S5-ZU7b AGUKU GUKYUKAI IUN. All rignis re5erveu. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Seal Beach 211 Eighth Street Seal Beach CA 90740 AUTHORIZED REPRESENTATIVE I V 79S5-ZU7b AGUKU GUKYUKAI IUN. All rignis re5erveu. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. POLICY LIMITATION - AMENDED AGGREGATE PER PROJECT OR LOCATION Attached To and Forming Part of Policy Effective Date of Endorsement Named Insured 0100240052-0 05/15/2023 12:01AM at the Named Insured Southern California Precision address shown on the Declarations Additional Premium: Return Premium: $0 1 $0 This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE SCHEDULE General Aggregate applies to EACH LOCATION in the amount of. Total ALL LOCATIONS Aggregate Limit: General Aggregate applies to EACH PROJECT in the amount of: $2,000,000 Total ALL PROJECTS Aggregate Limit: $6,000,000 SECTION 111— LIMITS OF INSURANCE' -2, is amended by the addition of the following: d. The General Aggregate Limit applies separately to each "project" of the Named Insured or to each "location" of the Named Insured as indicated in the Schedule above. Notwithstanding the application of the Genera[ Aggregate Limit to each "project" or each "location" of the Named Insured, under no circumstances will we pay more than the TOTAL ALL LOCATIONS AGGREGATE LIMIT or the TOTAL ALL PROJECTS AGGREGATE LIMIT shown in the Schedule above for all clairrls arising out of all "locations" or all "projects" as applicable under this policy. The following are added to the DEFINITIONS section of this policy: "Project" means .all work done by you or on your behalf, away from premises owned or rented to you, to complete an individual bid or negotiated contract to provide services for a specified period of time. Multiple jobs, work orders, purchase orders, change orders or work done at multiple locations under one contract are not separate "projects" within the meaning of this coverage. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. CAS4005 0310 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS Attached To and Forming Part of Policy Effective Date of Endorsement Named Insured 0100240052-0 05/15/202312:01AM at the Named Insured Southern California Precision address shown on the Declarations Additional Premium: Return Premium: 1 $0 $0 This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Additional insured Person(s) or Organization(s) ( Location and Description of Completed Operations Blanket, as required by written contract EXCLUDES ALL NEW RESIDENTIAL CONSTRUCTION. "Your work" does not include "new residential construction", which means any building or structure not previously occupied, and designed or intended for occupancy in whole or in part as a residence by any person or persons. "New residential construction" does not include apartments or apartment buildings or assisted living facilities. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section Il — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location desig- nated and described in the schedule of this endorse- ment performed for that additional insured and in- cluded in the "products -completed operations hazard" ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. CG 20 37 07 04 © ISO Properties, Inc., 2004 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION Attached To and Forming Part of Policy Effective Date of Endorsement Named Insured 0100240052-0 05/1 5/2023 12:0 1AM at the Named Southern California Precision Insured address shown on the Declarations Additional Premium: Return Premium: $0 $0 This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Additional Insured Person(s) orOrganization(s) Location(s) of Covered Operations Blanket, as required by written contract, executed prior to the start of work on the project. I Locations as required and specified by written contract, executed prior to the start of work on the project. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section 11— Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf, in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. CG 20 10 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 2 C. With respect to the insurance afforded to these 2. Available under the applicable limits of additional insureds, the following is added to insurance; Section 111— Limits Of Insurance: whichever is less. If coverage provided to the additional insured is. This endorsement shall not increase the required by a contract or agreement, the most we applicable limits of insurance. will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. CG 20 10 12 19 © Insurance Services Office, Inc., 2018 Page 2 of 2 Gloria Harper From: Kathryne Cho Sent: Wednesday, August 23, 2023 11:10 AM To: Gloria Harper Cc: Iris Lee; Winnie Bell Subject: RE: Precision Concrete Cutting Good morning, Gloria, Professional Liability insurance is not required for this particular contract. Thank you, Kathryne Cho, Deputy PW Director City of Seal Beach 211 Eighth Street Seal Beach CA 90740 (562) 431-2527 Ext. 1321 Cif QOSS C11J,I'L►TY Civility Principles: 1. Treat everyone courteously; 2. Listen to others respectfully; 3. Exercise self-control; 4. Give open-minded consideration to all viewpoints; 5. Focus on the issues and avoid personalizing debate; and, 6. Embrace respectful disagreement and dissent as democratic rights, inherent components of an inclusive public process, and tools for forging sound decisions. For Information about Seal Beach, please see our city website: www.sealbeachca.gov NOTICE: This communication may contain privileged or other confidential information. If you are not the intended recipient of this communication, or an employee or agent responsible for delivering this communication to the intended recipient, please advise the sender by reply email and immediately delete the message and any attachments without copying or disclosing the contents. Thank you. From: Gloria Harper <gharper@sealbeachca.gov> Sent: Wednesday, August 23, 2023 10:17 AM To: Kathryne Cho <kcho@sealbeachca.gov> Cc: Iris Lee <ilee@sealbeachca.gov>; Winnie Bell <wbell@sealbeachca.gov> Subject: Precision Concrete Cutting Hi Kathryne, According to the contract, under Insurance 18.2.4, professional liability insurance is required, but is not listed on the COI. Please request an updated COI to include professional liability coverage or send an email/note that it is not required.