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HomeMy WebLinkAboutAGMT - Wetlands and Wildlife Care Center (Wildlife and Education Services)N Between City of Seal Beach 211 8th Street Seal Beach, CA 910740 21 Wetlands and Wildlife Care Center .21900 Pacific Coast. Hwy Huntington Beach, CA 92646-7601 714-374-5-387 This Agreement, ("the Agreement") is made as of July 1 2023 (the 'Effective Date"), by and between Wetlands and Wildlife Caro Center ("Contractor"), 8 Califorhi.a nonprofit. public benefit corporation, and the City of Seal Beach ("ORY,), a California charter city, (sometimes hereinafter individually- referred to as "Patty" and collectively as "the Parties''). 3726654044\* 21480. doc RECITALS A. City desires certain professional services relating to animal field and shelter services for the purpose of safeguarding the health and safety of City's population and the health and safety of its wildlife while promoting the humane, treatment of wild animals. B. Purrsuant to the authority provided by its City Charter :and Seal Beach Municipal Gode § 3:20..025{C), City desires to engage .Contractor to provide. the wetlands and wildlife care center services ("the Services") in the manner set forth herein and more fully described in Section 1;0, C. Contractor represents that. its principal members are 'fully qualified and able: by virtue of their training, experience and expertise to provide City with the Services in,a good and professional manner. D. City desires to retain Contractor .as an independent contractor and Contractor desires to serve City to perform those Services 'in accordance with the terms and conditions ofthis 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, Contractor shall provide those professional services ("Services") as set forth in the attached Exhibit A, which is hereby incorporated by'thiis reference. To the extent that there. is any conflict between Exhibit A and this Agreement, this Agreement shall control. 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. In light of such status and experience, Contractor hereby.covenants that it shall follow thee customary professional standards in performing all Services, The City relies upon th:e skill of Contractor, and Contractor's staff, if any, to do and perform the. SeNices in accordance with such professional 2 of 22 standards, 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 City sha11. not=operate as a release of Contractor from such standard of care. 1.5. 'Contractor will not be compensated for any work performed not specified in the Scope of Services unless City authorizes such work'in advance and in writing. The City Manager may authorize. extra work to fund unforeseen .conditions up to the amount approved at the tinge of award by the City Council, Payment for additional work 'in excess` of,this amount requires prior City Council authorization. 2:0 Term 2.1. The term of this Agreement shall commence as of the Effective. Date and shall remain in full force and effect fora term of two (2) years. (."Original Term"), .and shall expire at midnight on June `3Q, 2025, unless sooner terminated or extended as provided in Section 5.0 of this Agreement. 2.2. The City, at its sole option, may elect to extend the Original Term of this Agreement, upon the same terms and conditions, for up to three (3) additional terms of one: year each ("extension"), by providing written notice to. Contractor at least one month prior to the expiration of an existing term. If timely elected: by the City, the first extension shall have a term extending from July 1;. 2025, through and including June 30, 2026, unless sooner terminated or extended pursuant to this Agreement. if timely elected by the City, the second extension shall be from July 1., 2026, through and including June 30, 2027, unless sooner terminated or extended pursuant to this Agreement. If timely elected by the City, the third extension shall be from July 1, 2621, through and including June 30, 2028, unless sooner terminated pursuant to this Agreement. Any extension shall not be effective except upon execution of a written amendment to -this Agreement signed by the City Manager and Contractor's authorized representatives. 3.0 Contractor's Compensation 3.1. In consideration of Contractor's performance of the Services set forth in Exhibit A, City will pay Contractor for Services. and expenses incurred in the performance of this Agreement, but in no event willCity ay more than the total not�ta-exceed amount of (F�%� lrnneadailar aid 0 "})aper month for the Original Term; except as authorized by City pursuant to Subsection 3.2 hereafter. 3.2., IR the event that City elects to extend the Original Term in accordance with Subsection 2.2 of this Agreement, City will pay Contractor for Services but in no event will the .City pay more than the total not -to -exceed 3 of 22 amount of $500 (Five Hundred dollars and 001100) per month for each one-year extension. 4:O Method of Payment 4A.. Contractor shall submit to City monthly invoices for all Services rendered pursuant to this Agreement. Such: hvoi.009:sh'al . I 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 t U I he 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 days, of receiving Cd'htractbr's.. invoice. City will not.. withhold any applicable federal o.. 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. hour's 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 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, Contractor shalt cease all. work under this Agreement immediately upon receipt of notice of termination from City under Subsection 5.1, or immediately upon Citys acknowledgment of receipt of Contractor's notice of termination. to City under Subsection 5.1. Upon termination., City shall be immediately given title to and possession. of all Work Product (as defined in Subsection 1.2,1 of this Agreement} r produced or developed pursuant to this Agreement. up to the date of termination.. Provided that, Contractor is not, then in breach, City shall pay Contractor 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 specifil.00 herein. I - h no event shall Contractor be entitled to payment for unperformed services or services within .the Scope of Services performed -prior to 4 of 22 the effective. date of this Agreement; and Contractor shall riot be entitled to receive more than the amount that would' be paid to Contractor for the full pe.rformance of the Services up to date :of termination. Contractor shall have no. other claim against City by reason of such termination, including any claim for compensatiiOn or damages. 6.0 Party Representatives 6.1. The City Manager is City's representative. for purposes of this Agreement. -6.2. 040ie McGuire is .Contractor's primary representative for purposes of this Agreement: Debbie McGuire 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 21`1 8th Street Seal Beach, California 90740 Attn° City Manager To Contractor: Wetlands and Wildlife Care Center 21900 Pacific:Coast Highway Huntington Beach, CA 92646-7601 Attn' Debbie McGuire Email: wwccdmcguire@gmail.com 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 forr the provision of the Services under this 5 of 22 Agreement, including a business license as required by the Steal Beach Municipal .Code. 9.0 independent Contractor 9:1. Contractor is an independent contractor and not an employee of the City. All Services provided pursuant to. this Agreement shall. be performed by Contractor or by Contractor's personnel under Contractor's supervision. Contractor will determine. the means, methods; and details of performing the services by -which Contractor; its 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 corholiance-with the customary professional standards.. 9,2. All of Contractor's employees and other personnel performing 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, vehicles or equipment' (2) as otherwise may from time to time be necessary in, .order for Contractor's personnel to receive animals from City, review plans on file at City, pick up or deliver any Work- Product (as defined in Subsection 12.1 of this Agreement) 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 within City's jurisdictional boundaries to perform such Services. 9:3. Contractor shall be: responsible forand pay all. wages, salaries, and other amounts :due its own personnel in connection with their performance of the Services under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respeoting 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 B, of 22 waive any claims to, any wages, salaries,. compensation, benefit, or any incident of employment by City., including. but riot 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. Contractor shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and those .agents serving as iridepertdent 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 related to Contr'actor's violation .of any .of the provisions of this Section 9.0'. in addition to any other remedies available .under Caw, 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 of indemnification is in addition to Contractor's duty to defend, indemnify and hold harmless as .set forth. in any other provision.of this Agreement. Contractoes,indemnification 6bligabons Under this 'Section shall survive the: termination and/or expiration 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 ("PERL" ), commencing at Government Code 20000, as amended by the Public Employees' Pension Reform Act of 2013, the regulations of PERS. Without limitation to the foregoing, Contractor shall assure. compliance with regard to personnel who have activeor 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. 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 those 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 of indemnification is in addition to Contractor's duty to defend, 7 of 22 indemnify and hold harmless as set forth in any other provision of this Agreement. Contractor's indemnification obligations. under this. Section shall survive the termination and/or expiration of this Agreement. 1.1,0 Confidentiality 11,1.. -Contractor .covenants that all data, reports, documents, surveys, studies, reports, drawings, plans, maps, models, photographs, images, video fi.ies, media, discussion, or other information or other Work Product {as defined in Subsection 12A. of this Agreement} developed or received by Contractor or provided for performance of this Agreement are deemed confidential and shall. not .be. disclosed by Contractor without prior written authori2ation :by :City. City shall grant such authorization if applicable law requires disclosure. Contractor; 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 cohdeming the Services performed under this Agreement or relating to any project or property located within City. response to a subpoena or court order shall not be considered "voluntary,"' provided Contractor gives City notice of such court order orsubpoena. 11.2. Contractor shall promptly notify City should Contractor; 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 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 and/or expiration of. fhis Agreement. 12.0 Ownership of Work Product 121. Unless .otherwise agreed upon in writing, all draft and final .reports, documents, and other written material, 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 benefit of City, and all Work Product and any and all intellectual property rights arising from their creation, including, but not limited to., 8 of .22 all copyrights and other proprietary rights, shall be and remain the property of City upon final payment being made in accordance with Subsection.5;3, and may be used, reused or otherwise disposed of by City for any purpose without the permission of Contractor. Any use, reuse or modification of the Work Product by City for any purpose other than the purpose for which:: the Work Product "was prepared or provided under this Agreement shall be at City's own risk.. 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 to the. Work Product, including any and all related intellectual property and. proprietary rights„ that are not .otherwise vested in City pursuant. to Subsection 1:2:1, above. 12.3. Contractor warrants and represents that it has secured all. necessary liicenses, 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 productionof 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 agents serving as independent contractors in the role of City officials, harmless froom 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 orother means of protecting intellectual property rights andlor 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 tither 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~ad"ditional cost or expense to City, If Contractor prepares a document on a computer, Contractor shall provide City with said document both in a printed format'and in an electronic format that is: acceptable to City,. 0 of 22 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 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 alf or any portion of the rights,, obligations, or liabilities in' or arising from this. Agreement to.any person or eritty, 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 t pt expressly not limited to, all Servicesperformed, salaries, wages, invoices; time cards, cost control sheets, costs, expenses, receipts 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, acid 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 alt other records related to the Services and. performance of this Agreement for -at least three (3) years after expiration, termination or finat payment:under this Agreement, whichever occurs later.. City's rights under this Section 1.5.0 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 local; state. and federal laws, industry safety ordersand/or health orders. 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. 10,022 Contractor shall immediately report to City any .hazardous condition noted by Contractor. 17:0. Insurance 17.1. General Requirements. Contractor shall not commence work under this Agreement until it has provided evidence satisfactory to the City that Contractor has secured all insurance required underthis Section. 17.2. Minimum Scope and Limits .of .Insurance. Contractor shall, at its sole cyst and expense, procure; maintain and keep in full force and effect for the duration of the Agreement, insurance against claims for injuries.. to persons or damages to property that may arise from or in connection with the performance of this Agreement, as follows: 17.2.1. Commercial General Liability Insurance.: 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/Iodation 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; 17.2.2. Automobile Liability lnsurance: Contractor shall maintain limits no less than $1,.000,00.0 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 far bodily injury or. disease; 17.2.4. Professional Liability (or Errors and Omissions) Liability: Contractor shall maintain minimum limits of $1,000,000 per claim/aggregate. If a "claims made" policy is provided, then. the policy sh4.11 be endorsed to provide an extended reporting period of' not less than three years. 17,3. Acceptability of Insurers. The Insurance policies required under this Section shall be placed with insurers with a current A.M. Best's rating no less than A,Vill, licensed to .do business in California, and satisfactory to the City. IT of 22 17.4. Additional Insured. 1.7.4.1. For general liability insurance,, City; its elected and appointed officlals, officers, employees,agents, designated volunteers and. those agents acting as independent contras#ors 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 Contractor, including materials, parts or equipmentfurnished in connection with such work. 17.4.2. For automobile liability, City, its elected and appointed officials, officers, employees, agents, designated volunteers and those agents serving. as independent contractors. iri 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 Contractor or for which they Contractor is responsible. 17.4.3. These additional insured provisions shall also apply to any excessluimbrella liability policies. 17.5. Cancellations or Modifications to ..Coverage. 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 d'ays '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 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 ofthe Contractor's scheduled underlying coverage and that any insurance or self-insurance maintained by City, its elected officials, officers; employees, agents. designated volunteers designated volunteers. and agents serving as independent" contractors in the role of City officials;. shall be excess of the Contractor'"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 agents serving ;as independent contractors in the role of City officials. 1'2 of'22 17.8. Deductibles- and Self -Insured Retentions. Any deductibles or self- insured retentions shall be declared to and approved. by City: Contracior 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 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 acid 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, ofPicets; employees, agents, designated. volunteers and those agents serving as 'independent contractors in .the role of City officials. Contractor hereby waives all rights of subrogation against City. 17.10. City Remedy for Noncorholiance. 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 C,ontractor'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 rbiniburse City for any premium paid by City or City may withhold amounts sufficient. to pay the premiumsfrom payments due to Contractor. 17.11. Evidence of Insurance. Prior .to the performance of Services under this Agreement, Contractor shall furnish City with original certificatesof 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 shalt 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. Contractor may provide complete, certified copies of all" required insurance policies to City. Contractor 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. 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. 17.12. 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 Section 18.0. 13 of 22 17:13. Broader Coverage/Higher Limits. if Contractor maintains broader coverage .andlor higher limits than the minimums required above, City requires and shall be entitled ;o,the broader coverage and/or the higher limits maintained by Contractor. Arty available insurance proceeds in excess ,of the specified minimum limits of insurance and coverage shall be available to City. 17.14.. Subcontractor Insurance Requirements. Contractor shall require each of its subcontr"actors that: perform Services under this Agreement to maintain insuranciecoverage that meets all of the requirements of this Section.. 18.4 Indemnification, Hold Harmless, and Duty to Defend 18.1, Contractor's Dutv. 18.1.1. To the fullest extent permitted by law Contractor shall; at its sole cost and expertise, protect, defend, hold. harmless and indemnify City and its elected and appointed officials, officers, :attorneys, agents., employees, designated volunteers:, successors_; assigns and those 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 or injury of, any nature whatsoever, in. law or.equity:, to persons, or property, including bodily injury, death, personal injury, 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 "Claims"), whether actual, alleged or threatened, which arise out -of, pertain to, or relate to any breach of this Agreement and/or the acts or omissions of Contractor; its officers, agents, servants, employees, subcontractors, materialmen, suppliers, or 'contractors, ar their officers, 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 Claims arising from the sole negligence or willful misconduct: of the Indemnitees, as determined b9. 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 Claims 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 Indernhitees in connection therewith. 18.1.2. Contractor shall. indemnify and hold harmless City in accordance with Sections 9,0 and 10.0, 14 of 22 18.2_ :Subcontractor Indemnification. Contractor shall obtain executed indemnity agreements with provisions identical to those in this Section 1.8.0 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 toabtai.n such indemnities, Contractor shall be fully responsible and. indemni#y, hold harmless and defend the Indemnitees from and against any and all Claims in law or equity, whether actual., alleged or threatened, which arise out of, are claimed toarise out of, pertain to; or relate to the acts or omissions. of Contractor's subcontractor, its officers, agents; servants, employees, subcontractors, rhaterialmeri, contractors or their officers, agents, servants or employees (or any entity or individual that. Contractor's subcontractor shall bear the legal liability thereof) in the performance of this Agreement; including the Indemnitees' active or.passive negligence, .except for Claims arising from the sole negligence or willful misconduct of the lndemnitees, .as determined by final arbitration or court decision or by the agreement of the Parties. 18;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 provisionsof any workers' compensation act or similar apt: Contractor 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 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 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 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. Contractor's indemnifications and obligations under this Section 18;0 shall survive the termination and/or expiration .of this Agreement. 19.0 Non -Discrimination and Equal opportunity Contractor affirmatively represents that it is.an equal opportunity employer.. In the performance of this Agreement, Contractor shall riot: discriminate against any subcontractor; employee, or applicant for employment because of race, ,religion, color; national origin, handicap, ancestry, :sex, gender, sexual orientation., gender identity, gender expression, marital status, national origin, ancestry; age, physical disability, mental disability, medical condition; genetic informatiort, 'or arty other basis prohibited by law. Contractor will take affirmative. action to ensure that subcontractors and applicants are employed, and that employees are treated 15 of 22 during employment, without regard to their race, color, religious creed, sex, gender; gender identity, gender expression, marital status, national origin, ancestry; age, physical disability; mental disability,, medical condition, genetic information or sexual orientation, or any other basis prohibited by law.. 20.0 Labor Certification By its signature hereunder, Contractor .certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require emery 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 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. 22.0 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. 23.0 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 state or federal court situated in the County of Orange, State of California. 24.0 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. 25.0 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 16 of 22 any. breach,, any failure of a condition; or any right or remedy under this q Agreement shall be (`l) effective unless it is in writing and signed by the, Party making thewaiver, (Z) deemed to be :a waiver of, or consent to; any other breach, failure. of a condi't'ion, or. right or remedy, or (3) deemed to constitute a continuing waiver unless the writing expressly so states, 26.0 Prohibited Interests; Conflicts of Interest- *— 2.1, Contractor covenants that it presently has no interest acid shall not acquire any interest, direct or indirect, which may be affected by the Soruices, or which, would conflict in any manner with the performance of the Services. Contractor 'further icovenants that, in performance of this Agreement, no person having any such interest shall be employed by it:. Furtherrriore, C06tractor shall avoid the appearance of having any interest, which would conflict in any mangier s ,.. with the performance of the Services. Contractor shall not accept any �-- e.mpioyrnent ,or. representation during the term of this Agreement which is. or may likely make. Contractor "financially interested" (as provided in California GQ,vernm6ht Code §§10,90 and 87100) in any decision made by City ori any matter in connection with which Contractor has. been retained. 26.2. .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 broach or, violation of this warranty, City shall have the right, at its sole and * ---- absolute discretion, to terminate. this Agreement without further liabilitys or to deduct from any sums payable to Contractor- hereunder the full amount, or value - of any such fee, commission, percentage or gift. 26.3. 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 snake a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable.laws as described in this subsection. 27.0 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 17 of 22 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; iits employees, subcontractors and agents for the accuracy and competency of the information provided andlor 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/or agents. 28.0 Non -Appropriation of Funds Payments to be made to Contractor by City for any Services, performed within the r 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. 29:0 Non -Exclusivity Nothing articulated in this Agreement shall be construed as creating any exclusive arrangement with Contractor. This Agreement shall not restrict. City from acquiring similar, equal "or like services from other entities" or sources: Due to the nature and availability of sued" servicesand the "business needs of City, ,� ... Contractor may be only one of such Contractors utilized by City "for the services. identified in this Agreement. 30.0 Mutual Cooperation 30.1. City's Cooperation. City shall provide Contractor with all pertinent Data, documents and" other requested information as is reasonably available for Gontracfor's proper performance of the Services required under this Agreement. 30.2. 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. recluires: 31.0 Timeof 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. 32A. Attorneys' Fees 18 of 22 w 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, 33.0 Titles and Headings The titles and Beadings used in this Agreement are for convenience only and shall in no way de#inejimit°or.describe the scope or intent of this Agreement or any part of it. 34.0 Exhibits �.. All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control. 35.0 Corporate Authority The person. executing this Agreement on behalf of 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. IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement .as of the date and year first above written. 10 6f22 CITY OF SEAL BEACH By.: Attest By:, Approved as to Form.: By: Nibhblas.Ghirelli, City Attorney 20 of 22 $7296-1044128121460.doc CONTRACTOR:. WETLANDS AND WILDLIFE CARE CENTER By: M.0 6.+• x' Its, pv"P!.cA, . ........ BY: Name: Its. note, two signatures required for corporations pursuant to California Corporations Code Section. 393 from each of the fdff6wifig categories: -(i) the chairperson of' the board, the presiddhr or any, vice president;_ and fii)-' the. secretaty, any assistant secretary; the chief finiadial officer or any assistant treasurer of ,such corporation.) PROOF OF AUTHORITY TO BIND CONTRACTING PARTY REQUIRED EXHIBIT A CONTRACTOR'S SCOPE OF SERVICES Previously, the. City :of Seal Beach ("City"); provided animal related services within the incorporated areas of the, City. through a, contract with the City of Long Beach . These 'services include the quarantine of'biting or rabies suspect animals, the investigation and declaration of Potentially Dangerous or: Vicious Dogs, public, protection frorn aggressive :animals,, the investigation of reports :of animal cruelty or neglect, the impoundment and/or rescue of -sick or injured animals, and the enforcement of various animal related laws .and ordinances. ._. _ PURPOSE.- Animal URPOSE: Animal Control officers of the City impound a variety of sick, .injured, and immature wild animas. These animals may require euthanasia or may be candidates. for rehabilitation and subsequent release back into. the wild. The purpose of this Agreement is. -for the City to retain licensed wildlife .rehabilitation facilities ("Contractor") to accept animals which are possible candidates for rehabilitation or which may require euthanasia when transport to. the Contractor's Shelter would prolong suffering of an animal and the licensed wildlife rehabilitation center 'is closer in proximity to the Officer's location and able to accept the animal, Additionally, Contractor may offer educational seminars from time to time on various topics related to the care, habitat, conservation; behavior;. handling, or other matters of native. or - common wild animals of Orange County. City Staff may elected to attend said educational seminars. DESCRIPTION OF SERVICES: Location: Services will be performed at the Contractor's facility, located at 2:1900 Pacific Coast Highway, in the city of Huntington Beach, or at alternative locations utilized by Contractor and agreed upon by City and Contractor in writing. Wild Animal Services: The primary role of the Contractor will be to accept a transfer of custody 'for various wild animal species which may be possible candidates for rehabilitation and subsequent .release, may require euthanasia, or other reasons con5ist.06t with Contractor's business practices and/or mission, Animals: This Agreement shall .cover all wild animal species which -the Contractor is willing to, accept. Contractor may, at its discretion, not. to accept an animal based on the species, available space, available resources, or, for other reasons. Paperworklidentification: Contractor will provide City or any representative of City with �.�. follow-up details or information "pertaining to animals. dropped off irr accordance with this - contract upon request, .Such information may be details on. species, weight, health status, medical information, etc. 'and will be used to ensure the welfare of the public and their pets. As 21 of 22 57296-10,4412812146v1.doc an .example, this information may beused to support cases of animal cruelty, neglect, other criminal matters, or to map/track wild animal populations, injury, sickness., or disease in the.. County of Orange.. Availability: To ensure adequate availability and accessibility, Contractor will .maintain regular working hours and availability as follows: 0800-1700 seven days a week. If Contractor will be unavailablefor i'n'ure than .48 hours; notice will be provided to City so that" alternative artarigements can be .made. Educational Services, Contractor may offer educational seminars from time to time on various topics related to the, care, habitat, conservation, behavior, ,hanlirig:,. or other matters pertaining to native or common wild animals of Orange County. City $taff may, at .the discretion of City Management, attend said educational seminars. Such .attendance will be contingent -upon availability., space considerations, and; business steeds of the Contractor. MINIMUM QUALIFICATIONS: License; Certification, .Education; or Experience Required: Contractor shall maintain all valid licenses and permits required to perform work identified iii this Agreement'iti accordance with, local, state, and/or federal requirements. Contractor shall pay all resulting fees if applicable. Knowledgep, of wild animals native and common in, -the County of Orange, California, :and their - respective. care, rehabilitation, and/or humane• euthanasia. Ability to. accept sick, injured, or immature wild animals as identified in this Agreement: Establish and maintain effective relationships with .City and its employees; agents or representatives, and other local and regional agencies as necessary to provide services - required under this Agreement. Maintain records and be able to provide them to City as identified in this. Agreement. 22 of 22 57296=7.04412812,146A.doc Policy Number: Date Entered: 9/12/2023 ACORE CERTIFICATE OF LIABILITY INSURANCE il%.� DATE(MMIDDNYYY) 10/4/2023 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 Diane R Adams Insurance Agency 2134 Main St. #280 Huntington Beach, CA 92648 r -- - -- - - - "- CONTACT NAME: AHCNE Ext: (714) 374-3282 (AC...: (714) 374-3288 EMAIL kennell ADDRESS: 3- y@adams-insuranceagency.com INSURERS) AFFORDING COVERAGE NAIC # INSURERA: Non Profits Ins. Alliance of CA INSURED LWe.tlands-&-Wildlife Care^Cen.ter —._-'J 21900 PCH Huntington Beach, CA 92646 INSURERS: State Compensation Insurance Fund 35076 INSURERC: INSURERD: INSURERE: INSURER F: GU V LKAGE:i GEIK I ll-1GA I E 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 TYPEOFINSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF MIDDIYYYY POLICY EXP MIDDNYYY LIMITS a X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE ® OCCUR X X 11081 9/7/2023 9/7/2024 EACH OCCURRENCE $ 1,000,000 PREMISES Eaaxurrence$ 500,000 MED EXP (Any one person) $ 2 0 ; 0 0 0 PERSONAL & ADV INJURY $ 1,000,000 GEML AGGREGATE LIMIT APPLIES PER POLICY JET LOC OTHER: GENERAL AGGREGATE $ 1,000,000 PRODUCTS - COMP/OP AGG $ 1,000,000 $ a AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY X X 11081 09/07/2023 09/07/2024 CO Eaaccident $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ Per accident $ UMBRELLA LIAB EXCESSLIAB HCLAIMS-MADE OCCUR EACH OCCURRENCE $ AGGREGATE $ DED I I RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS'LIABILITYSTATUTE AN PROPRIETORPARTNERIEXb OFFICERIMEM ERIEXCLUDED?ECUTIVE Y❑ (Mandatory In NHi If yes describe under DESCRIPTION OF OPERATIONS below N/A 9127343 12/07/2022 12/07/2023 ER E.LFJ\CHACCIDENT $ 1,000,000 E.L DISEASE - EA EMPLOYEE $ 1 , 0 0 0 , 0 0 0 E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached If more space Is required) City of Seal Beach, its elected and appointed officials, officers, employees, agents, designated volunteers and those agents acting as independent contractors in the role of City officials are listed as additional insured CERTIFICATE HOLDER CANCELLATION City of Seal Beach 211 8th Street SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Seal Beach, CA 90740 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE _ ©1988 2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD Cynthia Solares From: Jonathan Kennelly <j.kennelly@adams-insuranceagency.com> Sent: Wednesday, October 4, 2023 3:27 PM To: Nicholas Nicholas Cr 'Debbie Wayns'; 'Debbie McGuire'; Cynthia Solares Subject: RE: Certificate of Insurance Attachments: COI -City of Seal Beach (Revised).pdf The policy does include hired and non -owned auto liability. The COI has been updated to reflect that coverage. The policy does not include professional liability. Sincerely, Jonathan Kennelly CA Lic. #OD13971 Agency Operations & Account Manager 2134 Main Street, #280 Huntington Beach, CA 92648 www.dianeadamsonline.com 714-374-3282 x200 714-374-3288 fax DIANE R.ADAMS iNSURANCEAGENCY 30 years of empowering clients, become one of ours today. ***** PLEASE NOTE ***** This E-Mail/telefax message and any documents accompanying this transmission may contain privileged and/or confidential information and is intended solely for the addressee(s) named above. If you are not the intended addressee/recipient, you are hereby notified that any use of, disclosure, copying, distribution, or reliance on the contents of this E-Mail/telefax information is strictly prohibited and may result in legal action against you. Please reply to the sender advising of the error in transmission and immediately delete/destroy the message and any accompanying documents. Thank you.***** From: Nicholas Nicholas <nnicholas@sealbeachca.gov> Sent: Tuesday, October 3, 2023 4:36 PM To: Jonathan Kennelly <j.kennelly@adams-insuranceagency.com> Cc:'Debbie Wayns' <wwccdwayns@gmail.com>;'Debbie McGuire' <wwccdmcguire@gmail.com>; Cynthia Solares <CSolares@sealbeachca.gov> Subject: Re: Certificate of Insurance Hello, Can you please confirm this has Automobile and Professional Insurance? Thanks, Nick Nicholas, Captain Support Services Bureau City of Seal Beach Police Department 911 Seal Beach Boulevard, Seal Beach, CA 90740 (562) 799-4100 Ext. 1160 (562) 493-0634 (Fax) V cxb�rs�cwn.rrx 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: http://www.sealbeachca.gov This email transmission, including any attachments, is intended for the exclusive use of the individual or entity to whom it is addressed and may contain confidential information that is covered by the Electronic Communications Privacy Act, 18 USC Sections 2510-2521. If you are not the intended recipient (or an employee or agent responsible for delivering this e-mail to the intended recipient), you are hereby notified that any copying, disclosure or distribution of this information is strictly prohibited. From: Jonathan Kennelly <i.ken nelly@adams-insuranceagency.com> Date: Tuesday, October 3, 2023 at 16:14 To: Nicholas Nicholas <nnicholas@sealbeachca.gov> Cc: 'Debbie Wayns' <wwccdwayns@gmail.com>, 'Debbie McGuire' <wwccdmcguire@gmail.com> Subject: RE: Certificate of Insurance Attached is the proof of insurance for our mutual client. If you need anything else let me know. Sincerely, Jonathan Kennelly CA Lic. #OD13971 Agency Operations & Account Manager 2134 Main Street, #280 Huntington Beach, CA 92648 www.dianeadamsonline.com 714-374-3282 x200 714-374-3288 fax