HomeMy WebLinkAboutAGMT - Holistic System Integration Solutions (Software Configuration and Implementation Services Solar App)PROFESSIONAL SERVICES AGREEMENT
for
Software Configuration and Implementation Services
between
City of Seal Beach
211 - 8th Street
Seal Beach, CA 90740
FM
Holistic System Integration Solutions
P.O. Box 6313
La Q u i nta, CA 92248
(760) 861-6532
This Professional Service Agreement ("the Agreement') is made as of October 26,
2023, to be effective as of November 1, 2023 (the "Effective Date"), by and between
Holistic System Integration Solutions ("Consultant'), a sole proprietorship, and the
City of Seal Beach ("City"), a California charter city, (collectively, "the Parties").
RECITALS
A. City desires certain information technology professional services
B. Pursuant to the authority provided by its City Charter and Seal Beach
Municipal Code § 3.20.025(C), City desires to retain Consultant as an
independent contractor to provide information technology services.
C. Consultant represents that the principal members of its firm are
qualified professionals and are fully qualified to perform the professional
services contemplated by this Agreement by virtue of its experience, and the
training, education and expertise of its principals and employees.
D. City desires to retain Consultant as an independent contractor and
Consultant desires to serve City to perform those services in accordance with
the terms and conditions of this Agreement.
NOW THEREFORE, in consideration of the Parties' performance of the
promises, covenants, and conditions stated herein, the Parties hereto agree
as follows.
AGREEMENT
1.0 Scope of Services
1.1. Consultant shall provide those services (collectively "Services") set
forth in the Scope of Services attached hereto as Exhibit A and incorporated
herein by this reference. To the extent that there is any conflict between Exhibit A
and this Agreement, this Agreement shall control.
1.2. Consultant shall perform all Services under this Agreement in
accordance with the standard of care generally exercised by like professionals
under similar circumstances and in a manner reasonably satisfactory to City.
1.3. In performing this Agreement, Consultant shall comply with all
applicable provisions of federal, state, and local law.
1.4. As a material inducement to City to enter into this Agreement,
Consultant hereby represents that it has the experience necessary to undertake
the Services to be provided. In light of such status and experience, Consultant
hereby covenants that it shall follow the customary professional standards in
performing all Services. The City relies upon the skill of Consultant, and
Consultant's staff, if any, to do and perform the Services in a skillful, competent,
and professional manner, and Consultant and Consultant's staff, shall perform
the Services in such manner. Consultant shall, at all times, meet or exceed any
and all applicable professional standards of care. The acceptance of Consultant's
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work by the City shall not operate as a release of Consultant from such standard
of care and workmanship.
1.5. Consultant will not be compensated for any work performed not
specified in the Scope of Services unless the City authorizes such work in
advance and in writing. The City Manager may authorize extra work to fund
unforeseen conditions up to the amount approved at the time of award by the
City Council. Payment for additional work in excess of this amount requires prior
City Council authorization.
2.0 Term
2.1 The term of this Agreement shall commence on November 1, 2023
and shall remain in full force and effect until December 31, 2024, unless sooner
terminated as provided in Section 5.0 of this Agreement.
3.0 Consultant's Compensation
3.1. City will pay Consultant in accordance with the hourly rates shown
on the fee schedule set forth in Exhibit A for the Services but in no event will the
City pay more than the total not -to -exceed amount of $24,000 (twenty-four
thousand dollars) for the Original Term.
4.0 Method of Payment
4.1. Consultant shall submit to City monthly invoices for all Services
rendered pursuant to this Agreement. Such invoices shall be submitted within 15
days of the end of the month during which the Services were rendered and shall
describe in detail the Services rendered during the period, the days worked,
number of hours worked, the hourly rates charged, and the Services performed
for each day in the period. City will pay Consultant within 30 days of receiving
Consultant's invoice. City will not withhold any applicable federal or state payroll
and other required taxes, or other authorized deductions from payments made to
Consultant.
4.2. Upon 24-hour notice from City, Consultant shall allow City or City's
agents or representatives to inspect at Consultant's offices during reasonable
business hours all records, invoices, time cards, cost control sheets and other
records maintained by Consultant in connection with this Agreement. City's rights
under this Section 4.2 shall survive for three (3) years following the termination of
this Agreement.
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5.0 Termination
5.1. This Agreement may be terminated by City, without cause, or by
Consultant based on reasonable cause, upon giving the other party written notice
thereof not less than 30 days prior to the date of termination.
5.2. This Agreement may be terminated by City upon 10 days' notice to
Consultant if Consultant fails to provide satisfactory evidence of renewal or
replacement of comprehensive general liability insurance as required by this
Agreement at least 20 days before the expiration date of the previous policy.
6.0 Party Representatives
6.1. The City Manager is the City's representative for purposes of this
Agreement.
6.2. Angelica Zarco is the Consultant's primary representative for
purposes of this Agreement. Angelica Zarco shall be responsible during the
term of this Agreement for directing all activities of Consultant and devoting
sufficient time to personally supervise the Services hereunder. Consultant may
not change its representative without the prior written approval of City, which
approval shall not be unreasonably withheld.
7.0 Notices
7.1. All notices permitted or required under this Agreement shall be
deemed made when personally delivered or when mailed 48 hours after deposit
in the United States Mail, first class postage prepaid and addressed to the party
at the following addresses:
To City: City of Seal Beach
211 -8th Street
Seal Beach, California 90740
Attn: City Manager
To Consultant: Holistic System Integration Solutions
P.O. Box 6313
La Quinta, CA 92248
Attn: Angelica Zarco
7.2. Actual notice shall be deemed adequate notice on the date actual
notice occurred, regardless of the method of service.
8.0 Permits and Licenses
Consultant and all of Consultant's employees and other personnel shall obtain
and maintain during the Agreement term all necessary licenses, permits and
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certificates required by law for the provision of the Services under this
Agreement, including a business license as required by the Seal Beach
Municipal Code.
9.0 Independent Contractor
9.1. Consultant is an independent contractor and not an employee of
the City. All work or other Services provided pursuant to this Agreement shall be
performed by Consultant or by Consultant's employees or other personnel under
Consultant's supervision. Consultant will determine the means, methods, and
details by which Consultant's employees and other personnel will perform the
Services. Consultant shall be solely responsible for the satisfactory work
performance of all personnel engaged in performing the Services and
compliance with the customary professional standards.
9.2. All of Consultant's employees and other personnel performing any
of the Services under this Agreement on behalf of Consultant shall also not be
employees of City and shall at all times be under Consultant's exclusive direction
and control. Consultant and Consultant's personnel shall not supervise any of
City's employees; and City's employees shall not supervise Consultant's
personnel. Consultant's personnel shall not wear or display any City uniform,
badge, identification number, or other information identifying such individual as
an employee of City; and Consultant's personnel shall not use any City e-mail
address or City telephone number in the performance of any of the Services
under this Agreement. Consultant shall acquire and maintain at its sole cost and
expense such vehicles, equipment and supplies as Consultant's personnel
require to perform any of the Services required by this Agreement. Consultant
shall perform all Services off of City premises at locations of Consultant's choice,
except (1) as otherwise required for the performance of Services on City real
property, vehicles or equipment; (2) as otherwise may from time to time be
necessary in order for Consultant's personnel to receive projects from City,
review plans on file at City, pick up or deliver any work product related to
Consultant's performance of any Services under this Agreement, or (3) as may
be necessary to inspect or visit City locations and/or private property to perform
such Services. City may make a computer available to Consultant from time to
time for Consultant's personnel to obtaininformation about or to check on the
status of projects pertaining to the Services under this Agreement.
9.3. Consultant shall be responsible for and pay all wages, salaries,
benefits and other amounts due to Consultant's personnel in connection with
their performance of any Services under this Agreement and as required by law.
Consultant shall be responsible for all reports and obligations respecting such
additional personnel, including, but not limited to: Social Security taxes, other
retirement or pension benefits, income tax withholding, unemployment insurance,
disability insurance, and workers' compensation insurance. Notwithstanding any
other agency, State, or federal policy, rule, regulation, statute or ordinance to the
contrary, Consultant and any of its officers, employees, agents, and
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subcontractors providing any of the Services under this Agreement shall not
become entitled to, and hereby waive any claims to, any wages, salaries,
compensation, benefit or any incident of employment by City, including but not
limited to, eligibility to enroll in, or reinstate to membership in, the California
Public Employees Retirement System ("PERS") as an employee of City, and
entitlement to any contribution to be paid by City for employer contributions or
employee contributions for PERS benefits.
9.4. Consultant shall indemnify and hold harmless City and its elected
and appointed officials, officers, employees, servants, designated volunteers,
and agents serving as independent contractors in the role of City officials, from
any and all liability, damages, claims, costs and expenses of any nature to the
extent arising from, caused by, or relating to Consultant's personnel practices. or
to the extent arising from, caused by or relating to the violation of any of the
provisions of this Section 9.0. In addition to all other remedies available under
law, City shall have the right to offset against the amount of any fees due to
Consultant under this Agreement any amount due to City from Consultant as a
result of Consultant's failure to promptly pay to City any reimbursement or
indemnification arising under this Section. This duty of indemnification is in
addition to Consultant's duty to defend, indemnify and hold harmless as set forth
in any other provision of this Agreement. Consultant's indemnifications and
obligations under this Section shall survive the expiration or termination of this
Agreement.
10.0 PERS Compliance and Indemnification
10.1. General Requirements. The Parties acknowledge that City is a local
agency member of PERS, and as such has certain pension reporting and
contribution obligations to PERS on behalf of qualifying employees. Consultant
agrees that, in providing its employees and any other personnel to City to
perform any work or other Services under this Agreement, Consultant shall
assure compliance with the Public Employees' Retirement Law ("PERE"),
commencing at Government Code § 20000, as amended by the Public
Employees' Pension Reform Act of 2013 ("PEPRA" ),. and the regulations of
PERS. Without limitation to the foregoing, Consultant shall assure compliance
with regard to personnel who have active or inactive membership in PERS and to
those who are retired annuitants and in performing this Agreement shall not
assign or utilize any of its personnel in a manner that will cause City to be in
violation of the PERL, PEPRA or any other applicable retirement laws and
regulations.
10.2. Indemnification. Consultant shall defend (with legal counsel
approved by City, whose approval shall not be unreasonably withheld), indemnify
and hold harmless City, and its City and its elected and appointed officials,
officers, employees, servants, designated volunteers, and agents serving as
independent contractors in the role of City officials, from any and all liability,
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damages, claims, costs and expenses of any nature to the extent arising from,
caused by, or relating to Consultant's violation of any provisions of this Section
10.0. This duty of indemnification is in addition to Consultant's duty to defend,
indemnify and hold harmless as set forth in any other provision of this
Agreement. Consultant's indemnification and obligations under this Section shall
survive the expiration or termination of this Agreement.
11.0 Confidentiality
11.1. Consultant covenants that all data, reports, documents, surveys,
studies, drawings, plans, maps, models, photographs, images, video files, media,
discussion, or other information (collectively "Data & Documents") developed or
received by Consultant or provided for performance of this Agreement are
deemed confidential and shall not be disclosed by Consultant without prior
written authorization by City. City shall grant such authorization if applicable law
requires disclosure. Consultant, its officers, employees, agents, or
subcontractors shall not without written authorization from the City Manager or
unless requested in writing by the City Attorney, voluntarily provide declarations,
letters of support, testimony at depositions, response to interrogatories or other
information concerning the Services performed under this Agreement or relating
to any project or property located within the City. Response to a subpoena or
court order shall not be considered "voluntary," provided Consultant gives City
notice of such court order or subpoena.
11.2. Consultant shall promptly notify City should Consultant, its officers,
employees, agents or subcontractors be served with any summons, complaint,
subpoena, notice of deposition, request for documents, interrogatories, request
for admissions or other discovery request, court order or subpoena from any
party regarding this Agreement and the work performed thereunder or with
respect to any project or property located within the City. City may, but has no
obligation to, represent Consultant or be present at any deposition, hearing or
similar proceeding. Consultant agrees to cooperate fully with City and to provide
City with the opportunity to review any response to discovery requests provided
by Consultant. However, City's right to review any such response does not imply
or mean the right by City to control, direct or rewrite the response.
11.3. Consultant's covenants under this Section shall survive the
termination or expiration of this Agreement.
12.0 Ownership of Documents and Work Product
12.1. All Data & Documents shall be and remain the property of City
without restriction or limitation upon its use, duplication or dissemination by City.
All Data & Documents shall be considered "works made for hire," and all Data &
Documents and any and all intellectual property rights arising from their creation,
including, but not limited to, all copyrights and other proprietary rights, shall be
FFKGIaK
and remain the property of City without restriction or limitation upon their use,
duplication or dissemination by City. Consultant shall not obtain or attempt to
obtain copyright protection as to any Data & Documents.
12.2. Consultant hereby assigns to City all ownership and any and all
intellectual property rights to the Data & Documents that are not otherwise vested
in City pursuant to the paragraph directly above this one.
12.3. Consultant warrants and represents that it has secured all
necessary licenses, consents or approvals to use any instrumentality, thing or
component as to which any intellectual property right exists, including computer
software, used in the rendering of the Services and the production of all Written
Products produced under this Agreement, and that City has full legal title to and
the right to reproduce the Data & Documents. Consultant shall defend, indemnify
and hold City, and its elected and appointed officials, officers, employees,
servants, attorneys, designated volunteers, and agents serving as independent
contractors in the role of City officials, harmless from any loss, claim or liability in
any way related to a claim that City's use of any of the Data & Documents is
violating federal, state or local laws, or any contractual provisions, or any laws
relating to trade names, licenses, franchises, copyrights, patents or other means
of protecting intellectual property rights and/or interests in products or inventions.
Consultant shall bear all costs arising from the use of patented, copyrighted,
trade secret or trademarked documents, materials, equipment, devices or
processes in connection with its provision of the Services and Data & Documents
produced under this Agreement. In the event the use of any of the Written
Products or other deliverables hereunder by City is held to constitute an
infringement and the use of any of the same is enjoined, Consultant, at its
expense, shall: (1) secure for City the right to continue using the Data &
Documents and other deliverables by suspension of any injunction, or by
procuring a license or licenses for City; or (2) modify the Data & Documents and
other deliverables so that they become non -infringing while remaining in
compliance with the requirements of this Agreement. These covenants shall
survive the expiration and/or termination of this Agreement.
12.4. Upon expiration or termination of the Agreement, Consultant shall
deliver to City all Data & Documents and other deliverables related to any
Services performed pursuant to this Agreement without additional cost or
expense to City. If Consultant prepares a document on a computer, Consultant
shall provide City with said document both in a printed format and in an electronic
format that is acceptable to City.
13.0 Subcontractors
No portion of this Agreement shall be subcontracted without the prior written
approval of the City. Consultant is fully responsible to City for the performance
of any and all subcontractors.
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14.0 Prohibition Against Assignment or Delegation
Consultant shall not assign any of its rights or delegate any of its duties under
this Agreement, either in whole or in part, without City's prior written consent. Any
purported assignment or delegation in violation of this Section shall be void and
without effect, and shall entitle City to terminate this Agreement. As used in this
Section, "assignment" and "delegation" means any sale, gift, pledge,
hypothecation, encumbrance or other transfer of all or any portion of the rights,
obligations, or liabilities in or arising from this Agreement to any person or entity,
whether by operation of law or otherwise, and regardless of the legal form of the
transaction in which the attempted transfer occurs.
15.0 Inspection and Audit of Records
Consultant shall maintain complete and accurate records with respect to all
Services and other matters covered under this Agreement, including but
expressly not limited to, all Services performed, salaries, wages, invoices, time
cards, cost control sheets, costs, expenses, receipts and other records with
respect to this Agreement. Consultant shall maintain adequate records on the
Services provided in sufficient detail to permit an evaluation of all Services in
connection therewith. All such records shall be clearly identified and readily
accessible. At all times during regular business hours, Consultant shall provide
City with free access to such records, and the right to examine and audit the
same and to make copies and transcripts as City deems necessary, and shall
allow inspection of all program data, information, documents, proceedings and
activities and all other matters related to the performance of the Services under
this Agreement. Consultant shall retain all financial and program service
records and all other records related to the Services and performance of this
Agreement for at least three (3) years after expiration, termination or final
payment under this Agreement, whichever occurs later. City's rights under this
Section 15.0 shall survive for three (3) years after expiration, termination or
final payment under this Agreement, whichever occurs later.
16.0 Safety Requirements
All work performed under this Agreement shall be performed in such a manner
as to provide safety to the public and to meet or exceed the safety standards
outlined by CAL OSHA and other applicable state and federal laws. City may
issue restraint or cease and desist orders to Consultant when unsafe or harmful
acts are observed or reported relative to the performance of the Services.
Consultant shall maintain the work sites free of hazards to persons and property
resulting from its operations. Consultant shall immediately report to the City any
hazardous condition noted by Contractor.
17.0 Insurance
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17.1. General Requirements. Consultant shall not commence work under
this Agreement until it has provided evidence satisfactory to the City that
Consultant has secured all insurance required under this Section.
17.2. Minimum Scope and Limits of Insurance. Consultant shall, at its
sole cost and expense, procure, maintain and keep in full force and effect for
the duration of the Agreement, insurance against claims for injuries to persons
or damages to property that may arise from or in connection with the
performance of this Agreement, as follows:
17.2.1. Commercial General Liability Insurance: Consultant shall
maintain limits no less than $2,000,000 per occurrence for bodily injury, personal
injury and property damage; and if Commercial General Liability Insurance or
other form with a general aggregate limit is used, either the general aggregate
limit shall apply separately to this Agreement/location or the general aggregate
limit shall be twice the required occurrence limit: Coverage shall be at least as
broad as the latest version of Insurance Services Office Commercial General
Liability coverage (occurrence form CG 0001). If Consultant is a limited liability
company, the commercial general liability coverage shall be amended so that
Consultant and its managers, affiliates, employees, agents and other persons
necessary or incidental to its operation are insureds;
17.2.2. Automobile Liability Insurance: Consultant shall maintain
limits no less than $1,000,000 per accident for bodily injury and property
damage. Coverage shall be at least as broad as Automobile Liability: Insurance
Services Office Business Auto Coverage form number CA 0001, code 1 (any
auto)..
17.2.3. Workers' Compensation Insurance in the amount required
by law; and Employer's Liability: $1,000,000 per accident and in the aggregate
for bodily injury or disease;
17.2.4. Professional Liability (or Errors and Omissions) Liability. ,
within minimum limits of $1,000,000 per claim/aggregate. If a "claims made"
policy is provided, then the policy shall be endorsed to provide an extended
reporting period of not less than three years.
17.2.5 Cyber Security & Privacy Liability Insurance. Service
Provider shall procure and maintain Cyber Security and Privacy Liability
insurance with limits of $1,000,000 per occurrence and $2,000,000 general
aggregate which shall include the following coverage:
a. Liability arising from the theft, dissemination and/or use of confidential or
personally identifiable information; including credit monitoring and
regulatory fines arising from such theft, dissemination, or use of
confidential information.
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b. Network security liability arising from the unauthorized use of, access to,
or tampering with computer systems, including hacker or denial of service
attacks.
c. Liability arising from the failure of technology products (software) required
under the contract for Service Provider to properly perform the services
intended.
d. Electronic Media Liability arising from personal injury, plagiarism or
misappropriation of ideas, domain name infringement or improper deep -
linking or framing, and infringement or violation of intellectual property
rights.
e. Liability arising from the failure to render professional services.
If coverage is maintained on a claims- made basis, Service Provider shall
maintain such coverage for an additional period of three (3) years following
termination of the contract. Required Endorsements — a 30 -day notice of
cancellation.
17.3. Acceptability of Insurers. The Insurance policies required under this
Section shall be placed with insurers with a current A.M. Best's rating no less
than A:VIII, licensed to do business in California, and satisfactory to the City.
17.4. Additional Insured.
17.4.1. For general liability insurance, City, its elected and
appointed officials, officers, employees, agents, designated volunteers and those
City agents acting as independent contractors in the role of City officials shall be
covered as additional insureds with respect to the services or operations
performed by or on behalf of the Consultant, including materials, parts or
equipment furnished in connection with such work.
17.4.2. For automobile liability, City, its elected and appointed
officials, officers, employees, agents, designated volunteers and those City
agents serving as independent contractors in the role of City officials, shall be
covered as additional insureds with respect to the ownership, operation,
maintenance, use, loading or unloading of any auto owned, leased, hired or
borrowed by the Consultant or for which the Consultant is responsible.
17.4.3. These additional insured provisions shall also apply to any
excess/umbrella liability policies.
17.5. Cancellations or Modifications to Coverage. The insurance
policies shall contain the following provisions, or Consultant shall provide
endorsements on forms supplied or approved by City to state: (1) coverage
shall not be suspended, voided, reduced or canceled except after 30 days prior
written notice by certified mail, return receipt requested, has been given to City;
(2) any failure to comply with reporting or other provisions of the policies,
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including breaches of warranties, shall not affect coverage provided to City, its
elected and appointed officials, officers, employees, agents, designated
volunteers, and those City agents serving as independent contractors in the
role of City officials;
17.6. Primary and Non -Contributing. Coverage shall be primary
insurance as respects the City, its elected and appointed officials, officers,
employees, agents, designated volunteers designated volunteers and agents
serving as independent contractors in the role of City officials, or if excess, shall
stand in an unbroken chain of coverage excess of the Consultant's scheduled
underlying coverage and that any insurance or self-insurance maintained by the
City, its elected and appointed officials, officers, employees, agents. designated
volunteers designated volunteers and agents serving as independent
contractors in the role of City officials, shall be excess of the Consultant's
insurance and shall not be called upon to contribute with it;
17.7. _Separation of Insureds. All insurance required by this Section shall
contain standard separation of insureds provisions and shall not contain any
special limitations on the scope of protection afforded to City, its elected and
appointed officials, officers, employees, agents, designated volunteers and those
City agents serving as independent contractors in the role of City officials.
17.8. Deductibles and Self -Insured Retentions. Any deductibles or self-
insured retentions shall be declared to and approved by City. Consultant
guarantees that, at the option of City, either: (1) the insurer shall reduce or
eliminate such deductibles or self-insured retentions as respects City, its elected
and appointed officials, officers, employees, agents, designated volunteers and
those City agents serving as independent contractors in the role of City officials;
or (2) Consultant shall procure a bond guaranteeing payment of losses and
related investigation costs, claims and administrative and defense expenses.
17.9. Waiver of Subrogation. Each insurance policy required by this
Agreement shall expressly waive the insurer's right of subrogation against City
and its elected and appointed officials, officers, employees, agents, designated
volunteers and those City agents serving as independent contractors in the role
of City officials. Consultant hereby waives all rights of subrogation against City.
17.10. City Remedy for Noncompliance. If Consultant does not maintain
the policies of insurance required under this Section in full force and effect during
the term of this Agreement, or in the event any of Consultant's policies do not
comply with the requirements under this Section, City may either immediately
terminate this Agreement or, if insurance is available at a reasonable cost, City
may, but has no duty to, take out the necessary insurance and pay, at
Consultant's expense, the premium thereon. Consultant shall promptly reimburse
City for any premium paid by City or City may withhold amounts sufficient to pay
the premiums from payments due to Consultant.
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17.11. Evidence of Insurance. Prior to the performance of Services under
this Agreement, Consultant shall furnish City with original certificates of
insurance and all original endorsements evidencing and effecting the coverages
required under this Section on forms satisfactory to and approved by City. The
certificates and endorsements for each insurance policy shall be signed by a
person authorized by that insurer to bind coverage on its behalf, and shall be on
forms provided by City if requested. Consultant may provide complete, certified
copies of all required insurance policies to City. Consultant shall maintain current
endorsements on file with City's Risk Manager. All certificates and endorsements
shall be received and approved by the City before work commences. City
reserves the right to require complete, certified copies of all required insurance
policies, at any time. Consultant shall also provide proof to City that insurance
policies expiring during the term of this Agreement have been renewed or
replaced with other policies providing at least the same coverage. Consultant
shall furnish such proof at least two weeks prior to the expiration of the
coverages.
17.12. Indemnity Requirements Not Limiting. Procurement of insurance
by Consultant shall not be construed as a limitation of Consultant's liability or as
full performance of Consultant's duty to indemnify City under Section 18.0.
17.13. Broader Coverage/Higher Limits. If Consultant maintains broader
coverage and/or higher limits than the minimums required above, City requires
and shall be entitled to the broader coverage and/or the higher limits maintained
by Consultant. Any available insurance proceeds in excess of the specified
minimum limits of insurance and coverage shall be available to City.
17.14. Subcontractor Insurance Requirements. Consultant shall require
each of its subcontractors that perform Services under this Agreement to
maintain insurance coverage that meets all of the requirements of this Section.
18.0 Indemnification, Hold Harmless, and Duty to Defend
18.1. Indemnities.
18.1.1. To the fullest extent permitted by law, Consultant shall, at its
sole cost and expense, protect, defend, hold harmless and indemnify City and its
elected and appointed officials, officers, attorneys, agents, employees,
designated volunteers, successors, assigns and those City agents serving as
independent contractors in the role of City officials (collectively "Indemnitees" in
this Section 18.0), from and against any and all damages, costs, expenses,
liabilities, claims, demands, causes of action, proceedings, judgments, penalties,
bid protests, stop notices, liens and losses of any nature whatsoever, including
but not limited to fees of accountants, attorneys and other professionals, and all
costs associated therewith, and the payment of all consequential damages
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(collectively "Liabilities"), in law or equity, whether actual, alleged or threatened,
which arise out of, pertain to, or relate to the acts or omissions of Consultant, its
officers, agents, servants, employees, subcontractors, materialmen, suppliers, or
contractors, or their officers, agents, servants or employees (or any entity or
individual that Consultant shall bear the legal liability thereof) in the performance
of this Agreement, including the Indemnitees' active or passive negligence,
except for Liabilities arising from the sole negligence or willful misconduct of the
Indemnitees, as determined by final arbitration or court decision or by the
agreement of the Parties. Consultant shall defend the Indemnitees in any action
or actions filed in connection with any Liabilities with counsel of the Indemnitees'
choice, and shall pay all costs and expenses, including all attorneys' fees and
experts' costs actually incurred in connection with such defense. Consultant shall
reimburse the Indemnitees for any and all legal expenses and costs incurred by
the Indemnitees in connection therewith.
18.1.2. Consultant shall indemnify and hold harmless City in
accordance with Sections 9.0 and 10.0.
18.2. Subcontractor Indemnification. Consultant shall obtain executed
indemnity agreements with provisions identical to those in this Section 18.0 from
each and every subcontractor or any other person or entity involved by, for, with
or on behalf of Consultant in the performance of this Agreement. If Consultant
fails to obtain such indemnities, Consultant shall be fully responsible and
indemnify, hold harmless and defend the Indemnitees from and against any and
all Liabilities in law or equity, whether actual, alleged or threatened, which arise
out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of
Consultant's subcontractor, its officers, agents, servants, employees,
subcontractors, materialmen, contractors or their officers, agents, servants or
employees (or any entity or individual that Consultant's subcontractor shall bear
the legal liability thereof) in the performance of this Agreement, including the
Indemnitees' active or passive negligence, except for Liabilities arising from the
sole negligence or willful misconduct of the Indemnitees, as determined by final
arbitration or court decision or by the agreement of the Parties.
18.3. Workers' Compensation Acts Not Limiting. Consultant's
indemnification obligations under this Section, or any other provision of this
Agreement, shall not be limited by the provisions of any workers' compensation
act or similar act. Consultant expressly waives its statutory immunity under such
statutes or laws as to City, its elected and appointed officers, officials, agents,
employees, designated volunteers and those City agents serving as independent
contractors in the role of City officials.
18.4. Insurance Requirements Not Limiting. City does not, and shall not,
waive any rights that it may possess against Consultant because of the
acceptance by City, or the deposit with City, of any insurance policy or certificate
required pursuant to this Agreement. The indemnities and obligations in this
Section shall apply regardless of whether or not any insurance policies are
determined to be applicable to the Liabilities asserted against City or any of the
other Indemnitees.
18.5. Survival of Terms. Consultant's indemnifications and obligations
under this Section 18.0 shall survive the expiration or termination of this
Agreement.
19.0 Non -Discrimination and Equal Employment Opportunity
Consultant affirmatively represents that it is an equal opportunity employer. In the
performance of this Agreement, Consultant shall not discriminate against any
subcontractor, employee, or applicant for employment because of race, religion,
color, national origin, handicap, ancestry, sex, gender, sexual orientation, gender
identity, gender expression, marital status, national origin, ancestry, age, physical
disability, mental disability, medical condition, genetic information, or any other
basis prohibited by law. Consultant will take affirmative action to ensure that
subcontractors and applicants are employed, and that employees are treated
during employment, without regard to their race, color, religious creed, sex,
gender, gender identity, gender expression, marital status, national origin,
ancestry, age, physical disability, mental disability, medical condition, genetic
information or sexual orientation, or any other basis prohibited by law.
20.0 Labor Certification
By its signature hereunder, Consultant certifies that it is aware of the provisions
of Section 3700 of the California Labor Code that require every employer to be
insured against liability for Workers' Compensation or to undertake self-insurance
in accordance with the provisions of that Code, and agrees to comply with such
provisions before commencing the performance of the Services.
21.0 Prevailing Wage and Payroll Records
To the extent that this Agreement calls for services that, in whole or in part,
constitute "public works" as defined in the California Labor Code, Consultant
shall comply in all respects with all applicable provisions of the California Labor
Code, including those set forth in Exhibit B, attached hereto and incorporated
by reference herein.
22.0 Entire Agreement
This Agreement contains the entire agreement of the Parties with respect to the
subject matter hereof, and supersedes all prior negotiations, understandings, or
agreements. This Agreement may only be modified by a writing signed by both
Parties.
23.0 Severability
15 of 19
The invalidity in whole or in part of any provisions of this Agreement shall not
void or affect the validity of the other provisions of this Agreement.
24.0 Governing Law and Venue
This Agreement shall be governed by and construed in accordance with the laws
of the State of California, except that any rule of construction to the effect that
ambiguities are to be resolved against the drafting party shall not be applied in
interpreting this Agreement. Any dispute that arises under or relates to this
Agreement (whether contract, tort or both) shall be resolved in a superior court
with geographic jurisdiction over the City of Seal Beach.
25.0 No Third Party Beneficiaries
This Agreement is made solely for the benefit of the Parties to this Agreement
and their respective successors and assigns, and no other person or entity shall
be deemed to have any rights hereunder against either party by virtue of this
Agreement.
26.0 Waiver
No delay or omission to exercise any right, power or remedy accruing to City
under this Agreement shall impair any right, power or remedy of City, nor shall it
be construed as a waiver of, or consent to, any breach or default. No waiver of
any breach, any failure of a condition, or any right or remedy under this
Agreement shall be (1) effective unless it is in writing and signed by the Party
making the waiver, (2) deemed to be a waiver of, or consent to, any other
breach, failure of a condition, or right or remedy, or (3) deemed to constitute a
continuing waiver unless the writing expressly so states.
27.0 Prohibited Interests; Conflict of Interest
27.1. Consultant covenants that it presently has no interest and shall not
acquire any interest, direct or indirect, which may be affected by the Services, or
which would conflict in any manner with the performance of the Services.
Consultant further covenants that, in performance of this Agreement, no person
having any such interest shall be employed by it. Furthermore, Consultant shall
avoid the appearance of having any interest, which would conflict in any manner
with the performance of the Services. Consultant shall not accept any
employment or representation during the term of this Agreement which is or may
likely make Consultant "financially interested" (as provided in California
Government Code §§ 1090 and 87100) in any decision made by City on any
matter in connection with which Consultant has been retained.
16 of 19
27.2. Consultant; further warrants and maintains that it has not employed
or retained any person or entity, other than a bona fide employee working
exclusively for Consultant, to solicit or obtain this Agreement. Nor has Consultant
paid or agreed to pay any person or entity, other than a bona fide employee
working exclusively for Consultant, any fee, commission, gift, percentage, or any
other consideration contingent upon the execution of this Agreement. Upon any
breach or violation of this warranty, City shall have the right, at its sole and
absolute discretion, to terminate this Agreement without further liability, or to
deduct from any sums payable to Consultant hereunder the full amount or value
of any such fee, commission, percentage or gift.
27.3. Consultant warrants and maintains that it has no knowledge that
any officer or employee of City has any interest, whether contractual, non -
contractual, financial, proprietary, or otherwise, in this transaction or in the
business of Consultant, and that if any such interest comes to the knowledge of
Consultant at any time during the term of this Agreement, Consultant shall
immediately make a complete, written disclosure of such interest to City, even if
such interest would not be deemed a prohibited "conflict of interest' under
applicable laws as described in this Section.
28.0 Final Payment Acceptance Constitutes Release
The acceptance by Consultant of the final payment made under this Agreement
shall operate as and be a release of City from all claims and liabilities for
compensation to Consultant for anything done, furnished or relating to
Consultant's work or services. Acceptance of payment shall be any negotiation
of City's check or the failure to make a written extra compensation claim within
ten calendar days of the receipt of that check. However, approval or payment by
City shall not constitute, nor be deemed, a release of the responsibility and
liability of Consultant, its employees, subcontractors and agents for the accuracy
and competency of the information provided and/or work performed; nor shall
such approval or payment be deemed to be an assumption of such responsibility
or liability by City for any defect or error in the work prepared by Consultant, its
employees, subcontractors and agents.
29.0 Corrections
In addition to the indemnification obligations set forth above, Consultant shall
correct, at its expense, all errors in the work which may be disclosed during City's
review of Consultant's report or plans. Should Consultant fail to make such
correction in a reasonably timely manner, such correction may be made by City,
and the cost thereof shall be charged to Consultant. In addition to all other
available remedies, City may deduct the cost of such correction from any
retention amount held by City or may withhold payment otherwise owed
Consultant under this Agreement up to the amount of the cost of correction.
30.0 Non -Appropriation of Funds
17 of 19
Payments to be made to Consultant by City for any Services performed within
the current fiscal year are within the current fiscal budget and within an available,
unexhausted fund. In the event that City does not appropriate sufficient funds for
payment of Consultant's Services beyond the current fiscal year, this Agreement
shall cover payment for Consultant's Services only to the conclusion of the last
fiscal year in which City appropriates sufficient funds and shall automatically
terminate at the conclusion of such fiscal year.
31.0 Mutual Cooperation
31.1. City's Cooperation. City shall provide Consultant with all pertinent
Data, documents and other requested information as is reasonably available for
Consultant's proper performance of the Services required under this Agreement.
31.2. Consultant's Cooperation. In the event any claim or action is
brought against City relating to Consultant's performance of Services rendered
under this Agreement, Consultant shall render any reasonable assistance that
City requires.
32.0 Time of the Essence
Time is of the essence in respect to all provisions of this Agreement that specify
a time for performance; provided, however, that the foregoing shall not be
construed to limit or deprive a Party of the benefits of any grace or use period
allowed in this Agreement.
33.0 Attorneys' Fees
If either party commences an action against the other party, either legal,
administrative or otherwise, arising out of or in connection with this Agreement,
the prevailing party in such litigation shall be entitled to have and recover from
the losing party all of its attorneys' fees and other costs incurred in connection
therewith.
34.0 Exhibits
All exhibits referenced in this Agreement are hereby incorporated into the
Agreement as if set forth in full herein. In the event of any material discrepancy
between the terms of any exhibit so incorporated and the terms of this
Agreement, the terms of this Agreement shall control.
35.0 Corporate Authority
The person executing this Agreement on behalf of Consultant warrants that he or
she is duly authorized to execute this Agreement on behalf of said party and that
by his or her execution, the Consultant is formally bound to the provisions of this
Agreement.
18 of 19
IN WITNESS WHEREOF, the Parties hereto, through their respective authorized
representatives have executed this Agreement as of the date and year first
above written.
CITY OF SEAL BEA CONSULTANT: Holistic Systems
9 Integration Solutions, a Sole
Proprietorship
Jil . Ingram, City Manager By:
Name: Angelica Zarco
Its: President
Attest:
0
ria D. Harper,
Approved as tog rm: 01
By:
Nicholas Ghirelli, City Attorney
(Please note, two signatures required
for corporations pursuant to California
Corporations Code Section 393 from
each of the following categories: (i) the
chairperson of the board, the president
or any vice president, and (ii) the
secretary, any assistant secretary, the
chief financial officer or any assistant
treasurer of such corporation.)
PROOF OF AUTHORITY TO BIND
CONTRACTING PARTY REQUIRED
19 of 19
EXHIBIT
Consultant's Proposal
HOLISTIC
SYSTEM INTEGRATION SOLUTIONS
OCTOBER 16, 2023
PROPOSAL FOR SERVICES
OVERVIEW
Holistic System Integration Solutions is pleased to submit this proposaf to the City of Seal Beach to provide consulting
services for configuration and implementation of the Solar App + system for integration with their future Enterprise
Permitting & Licensing (EPL) software system.
OUR PROPOSAL
The City of Seal Beach is in the process of procuring the Solar App + system for integration with their future EPL software
system to streamline the solar application process as required by the US Department of Energy. This requires configuration
of both the Solar App + and relative EPL permit types in order for integration to occur. The City of Seal Beach desires
assistance with the configuration and implementation of Solar App + to successfully meet USI Department of energy
requirements.
Our in-depth understanding of municipal land development processes and proven system implementation/integration
experience, paired with the City's desire to streamline current business process and system effectiveness while
successfully achieving requirements established by the US Department of Energy, ensures a seamless collaboration.
Holistic System Integration Solutions has developed solutions that utilize a holistic approach to system design and
integration by balancing four major elements that are key to successful system implementation — People, Culture, Process,
and Technology. This approach delivers system integration on a. global scale while taking -into -account and minimizing
adverse impacts to the organization.
PEOPLE
CULTURE Xf ,:I7r PROCESS
TECI*IOLOGY
Page 1 of 3
Execution Strategy
Our success'is attributed to an execution strategy that incorporates the Lean Six Sigma, DMAIC (Define, Measure, Analyze,
Improve, Control) method to software implementation/integration. The DMAIC approach allows us to continually identify
and apply improvements to business processes through software system design that result in enhanced system
performance.
Change management strategies have .been built into our programs to assist with the least impactful introduction of end-
users to the newly established streamlined processes. This approach is imperative to organizational health.
Scope Outline
- Configuration and implementation of the Solar App + software system
- Input of relative solar application in EPL software system
- Testing of Solar App +/EPL integration process
- Create step by step Solar App +/EPL user guides specific to the City of Seal Beach's business
processes
- Provide training of newly established Solar App + business/system processes
Resources
In order to meet project objectives, the City will make available the following resources:
• Remote access to Solar App + configuration environments.
• Dedicated Solar App + administrative user profile
• Ability to configure in Solar App + environment with Administrative level permissions
• Current User and Admin Guides for configuration. of Solar App +
• Ability to provide input for configuration of relative Solar permit types to Tyler Technologies
• Ability to communicate with end-users for revolving feedback of system performance and testing, as needed
.• Access to:
o Solar App + Technical Support to communicate system needs, create tickets and assign tasks, as
needed
o City's IT staff to coordinate system upgrades, integrations, etc... (as needed)
• Other resources may be identified in order to meet project objectives
The following materials shall be made available during the on-site visit:
Materials to be supplied by the City of Seal Beach
Internet access (as needed)
Temporary workstation (as needed)
Access to on-site color printer (as needed)
Other materials as requested in order to meet project objectives
Page 2 of 3
HOLISTIC RATES
Cost of Services/Hour.
Cost
Principal Consultant
( $125/hr.
Total Project Cost
f
Solar App + Configuration and Implementation Services (Not to Exceed 192 hours)
$24,000
Reimbursable Expenses
Billing
Mileage
2023 IRS Business Rate plus 10%
Printing, Reproduction, Scanning, etc.
Direct Cost plus 10%
Disclaimer The prices listed in the preceding table are an estimate for the services discussed. This summary is not a warranty of final price. Estimates are subject to change if project
specifications are changed or costs for outsourced services are identified before a contract is executed. Should additional services, such as re -configuration of application types,
inspections or other system needs be identified throughout the duration of this project in order to achieve project goals, services will be outlined and costed under separate proposal
for services.
CONCLUSION
We look forward to working with the City of Seal Beach to provide Solar App + configuration and implementation consulting
services. We are confident that we can meet the challenges ahead and stand ready to partner with you in delivering an
effective integrated support solution.
If you have questions on this proposal, feel free to contact Angelica Zarco at your convenience by email at
azarco@holisticsystemint.com or by phone at (760)861-6532. We will be in touch to arrange a follow-up conversation on
the proposal.
Respectfully,
Angelica Zarco, President
ffir HOLISTIC
SYSTEM INTEGRATION SOLUTIONS
azarco(a)holisticsystemint. com
www.holistir-system-int.com
Page 3 of 3
EXHIBIT B
TERMS FOR COMPLIANCE WITH CALIFORNIA LABOR LAW REQUIREMENTS
1. This Agreement calls for services that, in whole or in part, constitute "public works"
as defined in Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the
California Labor Code ("Chapter 1"). Further, Consultant acknowledges that this
Agreement is subject to (a) Chapter 1 and (b) the rules and regulations established by
the Department of Industrial Relations ("DIR") implementing such statutes. Therefore, as
to those Services that are "public works", Consultant shall comply with and be bound by
all the terms, rules and regulations described in 1(a) and 1(b) as though set forth in full
herein.
2. California law requires the inclusion of specific Labor Code provisions in certain
contracts. The inclusion of such specific provisions below, whether or not required by
California law, does not alter the meaning or scope of Section 1 above.
3. Consultant shall be registered with the Department of Industrial Relations in
accordance with California Labor Code Section 1725.5, and has provided proof of
registration to City prior to the Effective Date of this Agreement. Consultant shall not
perform work with any subcontractor that is not registered with DIR pursuant to Section
1725.5. Consultant and subcontractors shall maintain their registration with the DIR in
effect throughout the duration of this Agreement. If Consultant or any subcontractor
ceases to be registered with DIR at any time during the duration of the project,
Consultant shall immediately notify City.
4. Pursuant to Labor Code Section 1771.4, Consultant's Services are subject to
compliance monitoring and enforcement by DIR. Consultant shall post job site notices,
as prescribed by DIR regulations.
5. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem
wages for each craft, classification, or type of worker needed to perform the Agreement
are on file at City Hall and will be made available to any interested party on request.
Consultant acknowledges receipt of a copy of the DIR determination of such prevailing
rate of per diem wages, and Consultant shall post such rates at each job site covered by
this Agreement.
6. Consultant shall comply with and be bound by the provisions of Labor Code Sections
1774 and 1775 concerning the payment of prevailing rates of wages to workers and the
penalties for failure to pay prevailing wages. Consultant shall, as a penalty to City, forfeit
$200.00 for each calendar day, or portion thereof, for each worker paid less than the
prevailing rates as determined by the DIR for the work or craft in which the worker is
employed for any public work done pursuant to this Agreement by Consultant or by any
subcontractor.
7. Consultant shall comply with and be bound by the provisions of Labor Code Section
1776, which requires Consultant and each subcontractor to: keep accurate payroll
records and verify such records in writing under penalty of perjury, as specified in
Section 1776; certify and make such payroll records available for inspection as provided
by Section 1776; and inform City of the location of the records.
8. Consultant shall comply with and be bound by the provisions of Labor Code Sections
1777.5, 1777.6 and 1777.7 and California Code of Regulations, Title 8, Section 200 et
seq. concerning the employment of apprentices on public works projects. Consultant
shall be responsible for compliance with these aforementioned Sections for all
apprenticeable occupations. Prior to commencing work under this Agreement,
Consultant shall provide City with a copy of the information submitted to any applicable
apprenticeship program. Within 60 days after concluding work pursuant to this
Agreement, Consultant and each of its subcontractors shall submit to City a verified
statement of the journeyman and apprentice hours performed under this Agreement.
9. Consultant shall not perform work with any Subcontractor that has been debarred or
suspended pursuant to California Labor Code Section 1777.1 or any other federal or
state law providing for the debarment of contractors from public works. Consultant and
subcontractors shall not be debarred or suspended throughout the duration of this
Contract pursuant to Labor Code Section 1777.1 or any other federal or state law
providing for the debarment of contractors from public works. If Consultant or any
subcontractor becomes debarred or suspended during the duration of the project,
Consultant shall immediately notify City.
10. Consultant acknowledges that eight hours labor constitutes a legal day's work.
Consultant shall comply with and be bound by Labor Code Section 1810. Consultant
shall comply with and be bound by the provisions of Labor Code Section 1813
concerning penalties for workers who work excess hours. Consultant shall, as a penalty
to City, forfeit $25.00 for each worker employed in the performance of this Agreement by
Consultant or by any subcontractor for each calendar day during which such worker is
required or permitted to work more than eight hours in any one calendar day and 40
hours in any one calendar week in violation of the provisions of Division 2, Part 7,
Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code Section 1815, work
performed by employees of Consultant in excess of eight hours per day, and 40 hours
during any one week shall be permitted upon public work upon compensation for all
hours worked in excess of eight hours per day at not less than one and one-half times
the basic rate of pay.
11. California Labor Code Sections 1.860 and 3700 provide that every employer will be
required to secure the payment of compensation to its employees. In accordance with
the provisions of California Labor Code Section 1861, Consultant hereby certifies as
follows:
"I am aware of the provisions of Section 3700 of the Labor Code which
require every employer to be insured against liability for workers'
compensation or to undertake self-insurance in accordance with the
provisions of that code, and I will comply with such provisions before
commencing the performance of the work of this contract."
12. For every subcontractor who will perform work on the project, Consultant shall be
responsible for such subcontractor's compliance with Chapter 1 and Labor Code
Sections 1860 and 3700, and Consultant shall include in the written contract between it
and each subcontractor a copy of those statutory provisions and a requirement that each
subcontractor shall comply with those statutory provisions. Consultant shall be required
to take all actions necessary to enforce such contractual provisions and ensure
subcontractor's compliance, including without limitation, conducting a periodic review of
the certified payroll records of the subcontractor and upon becoming aware of the failure
of the subcontractor to pay his or her workers the specified prevailing rate of wages.
Consultant shall diligently take corrective action to halt or rectify any failure.
13. To the maximum extent permitted by law, Consultant shall indemnify, hold harmless
and defend (at Consultant's expense with counsel reasonably acceptable to City) City, its
officials, officers, employees, agents and independent contractors serving in the role of
City officials, and volunteers from and against any demand or claim for damages,
compensation, fines, penalties or other amounts arising out of or incidental to any acts or
omissions listed above by any person or entity (including Consultant, its subcontractors,
and each of their officials, officers, employees and agents) in connection with any work
undertaken or in connection with the Agreement, including without limitation the payment
of all consequential damages, attorneys' fees, and other related costs and expenses. All
duties of Consultant under this Section shall survive the termination of the Agreement.
ACC)Ro® CERTIFICATE OF LIABILITY INSURANCE
DATE(MM,DDnYYY)
11/30/2023
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT. If the certificate holder is an ADDITIONAL INSURED, the policy(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
CONTACT CSC
NAME:
Mylo LLC
ICNNo Etl: (844) 863-5950 IXNo
E-MAIL DRESS:
8880 Ward Parkway
INSURER(S) AFFORDING COVERAGE NAIC #
Suite 200
INSURERA • Continental Casualty Company 20443
Kansas City MO 64114
INSURED
INSURER B : National Fire Insurance Company of Hartford 20478
Angelica Zarco DBA Holistic System Integration Solu
INSURERC:
INSURER D :
80787 Hayliegh Court
INSURER E:
INSURERF:
INDIO CA 92201
CnVFRArF.R CERTIFICATE NUMBER: GL23113U1t3U11 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 TOALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
ILTR
TYPE OF INSURANCE
INSD
WVD
POLICY NUMBER
MMIDDY EFF
MMIPOLDD EXP
LIMITS
SEAL BEACH CA 90740
X COMMERCIAL GENERAL LIABILITY
EACH OCCURRENCE S 2,000,000
CLAIMS -MADE X OCCUR
DAMAGE 300000
PREMISES Ea occurrence $ ,
MED EXP (Any one person) $ 10,000
PERSONAL &ADV INJURY S 2,000,000
A
Y
N
7012581309
12/16/2023
12/16/2024
GEN'LAGGREGATE LIMIT APPLIES PER:
GENERAL AGGREGATE S 4,000,000
PRODUCTS-COMP/OPAGG S 4,000,000
PRO-
POLICY0 ECT Fx] LOC
Empl Practices Liab Ins s 10,000
OTHER:
AUTOMOBILE LIABILITY
COMBINED SINGLE LIMIT S 1,000,000
Ea accident
BODILY INJURY (Per person) $
ANYAUTO
B
OWNED XSCHEDULED
AUTOS ONLY AUTOS
HIRED NON -OWNED
AUTOS ONLY AUTOS ONLY
N
N
7012612557
01/20/2024
01/20/2025
BODILY INJURY (Per accident) S
PROPERTY DAMAGE $
Per accident
Medical payments s 5,000
UMBRELLA LIAB
OCCUR
EACH OCCURRENCE S
AGGREGATE S
EXCESS LIAB
CLAIMS -MADE
DED RETENTION $
$
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY YIN
ANY PROPRIETOR/PARTNER/EXECUTIVE
STATUTE I I ERH
E.L. EACH ACCIDENT s
E.L. DISEASE - EA EMPLOYEE S
OFFICER/MEMBER EXCLUDED? ❑NIA
(Mandatory In NH)
E.L. DISEASE - POLICY LIMIT S
If yes, describe under
DESCRIPTION OF OPERATIONS below
A
TECHNOLOGY ERRORS &
OMISSIONS LIABILITY
7012581309
12/16/2023
12/16/2024
EACH OCCURENCE 2,000,000
AGGREGATE 4,000,000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required)
Certificate holder is added as an additional insured as provided in the blanket additional insured endorsement as it pertains to work
being performed by the named insured underwritten contract
rAMr_FI I ATInM
V 7ytStf-LU"W Al.rlJRu �+VICrvI�NrrIJrY. hu nyuw rcat;I VWU.
ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
CITY OF SEAL BEACH
211 8TH STREET
AUTHORIZED REPRESENTATIVE
SEAL BEACH CA 90740
�Y4_/
V 7ytStf-LU"W Al.rlJRu �+VICrvI�NrrIJrY. hu nyuw rcat;I VWU.
ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD
ADDITIONAL COVERAGES
Ref #
Description
Bailee DmstcAnimal
Coverage Code
BAIL
Foran No.
Edition Date
Limit 1
1,000
Limit 2
Limit 3
Deductible Amount
Deductible Type
Premium
Ref #
Description
Tech E&O Liab Cov Form
Coverage Code
TECEO
Form No.
Edition Date
Limit 1
2,000,000
Limit 2
4,000,000
Limit 3
Deductible Amount
10,000
Deductible Type
Premium
$1,875.00
Ref #
Description
Uninsured motorist combined single limit
Coverage Code
UMCSL
Form No.
Edition Date
Limit 1
1,000,000
Limit 2
Limit 3
Deductible Amount
Deductible Type
Premium
Ref #
Description
Coverage Code
Form No.
Edition Date
Limit 1
Limit 2
Limit 3
Deductible Amount
Deductible Type
Premium
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Description
Coverage Code
Form No.
Edition Date
Limit 1
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Deductible Amount
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Description
Coverage Code
Form No.
Edition Date
Limit 1
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Deductible Amount
Deductible Type
Premium
Ref #
Description
Coverage Code
Form No.
Edition Date
Limit 1
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Deductible Amount
Deductible Type
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Description
Coverage Code
Form No.
Edition Date
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Deductible Type
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Description
Coverage Code
Form No.
Edition Date
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Amount
Deductible Type
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Ref #
Description
Coverage Code
Form No.
Edition Date
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Deductible Amount
Deductible Type
Premium
Ref #
Description
Coverage Code
Form No.
Edition Date
Limit 1
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Limit 3
Deductible Amount
Deductible Type
Premium
rOFADTLCV Copyright 2001, AMS Services, Inc.
WORKERS' COMPENSATION EXEMPTION DECLARATION
for the
CITY OF SEAL BEACH
You are required to complete this form because you have not filed a certificate of workers' compensation insurance with the City
of Seal Beach ("City"). California law requires all employers to carry workers' compensation insurance, even if they have only
one employee, unless excluded under state law. It is your responsibility to comply with the law. If you do not know whether
you are required to carry workers' compensation insurance, find out by contacting the California Department of Industrial
Relations ("DIR"). Information is also available on the DIR's website at hftp://www.dir.ca.gov. If you are subject to the Workers'
Compensation Laws of California, you must promptly file a certificate of Workers' Compensation Insurance with the City.
Alternatively, if you have a certificate ,of self-insurance from the DIR, you must file that certificate with the City.
DOCUMENT REFERENCE [insert contract, job number, location, etc.].
Work to be performed on premises: X Yes No
Nature of work to be performed: Assistance with implementation of the Solar App integration with EPL
Business Name: Angelica Zarco, DBA Holistic System Integration Solutions
Business Contact Information: Angelica Zarco, P.O. Box 6313, La Quinta CA. 92248
(name, address, telephone, email) (760)861-6532, azarco@holisticsysternint.com
LEGAL FORM: check applicable box
X Sole Proprietor
Limited Partnership
General Partnership
corporation
Business Trust
I Limited Liability Company
Other:
ACKNOWLEDGEMENT
AZ (initial) I am the authorized representative of the Business mentioned above. I warrant that the Business has no
employees other than the owners, officers, directors, partners, or other principals who have elected to be
exempt from workers' compensation coverage under California law. I further warrant that I understand the
requirements of Section 3700 et seq. of the California Labor Code concerning providing workers' compensation
AZ coverage for any employees of the Business.
(initial) The Business agrees to comply with the code requirements and all other applicable laws and regulations
regarding workers' compensation, payroll taxes, FICA, and tax withholding, and similar employment issues.
The Business agrees to hold the City of Seal Beach harmless from any loss or liability, which may arise from
the Business's failure to comply with any such laws or regulations.
AZ (initial) Should the Business or its subcontractors hire employees to perform the work referenced above, the
Business or its subcontractor(s) shall obtain workers' compensation insurance and provide proof of the
coverage to the City of Seal Beach.
Az (initial) I understand that this form constitutes a declaration by the Business against its financial interest, relative
to any claims it should assert against the City of Seal Beach under the California workers' compensation or
labor laws and serves as an addendum to the agreement.
AZ (initial) The Business will defend, indemnify, and hold harmless the City of Seal Beach from all claims and liability,
including workers' compensation claims and any liability that may be asserted or established by any party in
the event the Business hires an employee in violation of this addendum.
CERTIFICATION
I declare and certify under the penalty of perjury under the laws of the State of California that the foregoing information
provided in this Exemption Declaration is true and correct. Executed this 8th day of November 2023, at County of Riverside,
California.
Business: Holistic System Integration Solutions
Rv-
Print Name/Title: Angelica Zarco, Owner
WARNING: FAILURE TO SECURE WORKERS' COMPENSATION COVERAGE IS UNLAWFUL, AND SHALL SUBJECT AN EMPLOYER TO
CRIMINAL PENALTIES AND CIVIL FINES UP TO ONE HUNDRED THOUSAND DOLLARS ($100,000), IN ADDITION TO THE COST OF
COMPENSATION, DAMAGES AS PROVIDED FOR IN SECTION 3706 OF THE LABOR CODE, INTEREST, AND ATTORNEY'S FEES.
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CNA
SB146932G
(Ed. 10-19)
BLANKET ADDITIONAL INSURED AND LIABILITY EXTENSION ENDORSEMENT
This endorsement modifies insurance provided under the following:
BUSINESSOWNERS LIABILITY COVERAGE FORM
BUSINESSOWNERS COMMON POLICY CONDITIONS
1. BLANKET ADDITIONAL INSURED PROVISIONS
A. ADDITIONAL INSURED — BLANKET VENDORS
Who Is An Insured is amended to include as an additional insured any person or organization (referred to below
as vendor) with whom you agreed under a "written contract" to provide insurance, but only with respect to
"bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular
course of the vendor's business, subject to the following additional exclusions:
1. The insuranceafforded the vendor does not apply to:
a. "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the
assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages
that the vendor would have in the absence of the contract or agreement;
b. Any express warranty unauthorized by you;
c. Any physical or chemical change in the product made intentionally by the vendor;
d. Repackaging, except when unpacked solely for the purpose of 'inspection, demonstration, testing, or the
substitution of parts under instructions from the manufacturer; and then repackaged in the original
container; x
e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make
or normally undertakes to make in the usual course of business, in connection with the distribution or sale
of the products;
f. Demonstration, installation, servicing or repair operations, except such operations performed at the
vendor's premises in connection with the sale of the product;
g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container,
part or ingredient of any other thing or substance by or for the vendor; or
SB146932G (10-19)
Copyright, CNA All Rights Reserved.
Page 1 of 7
TABLE OF CONTENTS
1. Blanket Additional Insured Provisions
A.
Additional Insured — Blanket Vendors
B.
Miscellaneous Additional Insureds
C.
Additional Provisions Pertinent to Additional Insured Coverage
1.a. Prima — Noncontributory provision
1.b. Definition.of "written contract"
2. Additional Insured — Extended Coverage
II. Liability Extension Coverages
A.
Bodily Injury — Expanded Definition
B.
Broad Knowledge of Occurrence
C.
Estates, Legal Representatives and Spouses
D.
Fellow Employee First Aid
E.
Legal Liability — Damage to Premises
F.
Personal and Advertising Injury — Discrimination or Humiliation
G.
Personal and Advertising Injury — Broadened Eviction
H.
Waiver of Subrogation — Blanket
1. BLANKET ADDITIONAL INSURED PROVISIONS
A. ADDITIONAL INSURED — BLANKET VENDORS
Who Is An Insured is amended to include as an additional insured any person or organization (referred to below
as vendor) with whom you agreed under a "written contract" to provide insurance, but only with respect to
"bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular
course of the vendor's business, subject to the following additional exclusions:
1. The insuranceafforded the vendor does not apply to:
a. "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the
assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages
that the vendor would have in the absence of the contract or agreement;
b. Any express warranty unauthorized by you;
c. Any physical or chemical change in the product made intentionally by the vendor;
d. Repackaging, except when unpacked solely for the purpose of 'inspection, demonstration, testing, or the
substitution of parts under instructions from the manufacturer; and then repackaged in the original
container; x
e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make
or normally undertakes to make in the usual course of business, in connection with the distribution or sale
of the products;
f. Demonstration, installation, servicing or repair operations, except such operations performed at the
vendor's premises in connection with the sale of the product;
g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container,
part or ingredient of any other thing or substance by or for the vendor; or
SB146932G (10-19)
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Page 1 of 7
SB146932G
(Ed. 10-19)
h. "Bodily injury" or "property damage" arising out- of the sole negligence of the vendor for its own acts or
omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not
apply to:
(1) The exceptions contained in Subparagraphs d. or f.; or
(2) Such inspections, adjustments, tests or servicing as the, vendor has agreed to make or normally
undertakes to make in the usual course of business, in connection with the distribution or sale of the
products.
2. This insurance does not apply to any insured person or organization, from whom you have acquired such
products, or any ingredient, part or container, entering into, accompanying or containing such products.
3. This provision 2. does not apply to any vendor included as an insured by an endorsement issued by us and
made a part of this Policy.
4. This provision 2. does not apply if "bodily injury" or "property damage" included within the "products -
completed operations hazard" is excluded either by the provisions of the Policy or by endorsement.
B. MISCELLANEOUS ADDITIONAL INSUREDS
1. Who Is An Insured is amended to include as an insured any person or organization (called additional
insured) described in paragraphs 3.a. through 3J. below whom you are required to add as an additional
insured on this policy under a "written contract."
2. However, subject always to the terms and conditions of this policy, including the limits of insurance, we will
not provide the additional insured with:
a. A higher limit of insurance than required by such "written contract;"
b. Coverage broader than required by such "written contract" and in no event greater than that described
by the applicable paragraph a. through k. below; or
c. Coverage for "bodily injury" or "property damage" included within the "products -completed
operations hazard." But this paragraph c. does not apply to the extent coverage for such liability is
provided by paragraph 3J. below.
Any coverage granted by this endorsement shall apply only to the extent permitted by law.
3. Only the following persons or organizations can qualify as additional insureds under this endorsement:
a. Controlling Interest
Any persons or organizations with a controlling interest in you but only with respect to their liability arising
out of:
(1) such person or organization's financial control of you; or
(2) Premises such person or organization owns, maintains or controls while you lease or occupy these
premises;
provided that the coverage granted to such additional insureds does not apply to structural alterations,
new construction or demolition operations performed by or for such additional insured.
b. Co-owner of Insured Premises
A co-owner of a premises co -owned by you and covered under this insurance but only with respect to the
co-owners liability for "bodily injury," "property damage" or "personal and advertising injury" as co-
owner of such premises.
c. Grantor of Franchise
Any person or organization that has granted a franchise to you, but only with respect .to such person or
organization's liability for "bodily injury," "property damage," or "personal and advertising injury" as
grantor of a franchise to you.
SB146932G (10-19)
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Page 2 of 7
SB146932G
(Ed. 10-19)
d. Lessor of Equipment
Any person or organization from whom you lease equipment, but only with respect to, liability for "bodily
injury," "property damage" or "personal and advertising injury" caused in whole or in part by your
maintenance, operation or use of such equipment, provided that the "occurrence" giving rise to such
"bodily injury" or "property damage" or the offense giving rise to such "personal and advertising
injury" takes place prior to the termination of such lease.
e. Lessor of Land
Any person :or organization from whom you lease land, but only with respect to liability for "bodily injury,"
"property damage" or "personal and advertising injury" arising out of the ownership, maintenance or
use of that specific part of the land leased to you, provided that the "occurrence" giving rise to such
"bodily injury" or "property damage" or the offense giving rise to such "personal and advertising
injury," takes place prior to the termination of such lease. The insurance hereby afforded to the additional
insured does not apply to structural alterations, new construction or demolition operations performed by,
on behalf of or for such additional insured.
f. Lessor of Premises
An owner or lessor of premises leased to you, or such owner or lessor's real estate manager, but only
with respect to liability for "bodily injury," "property damage" or "personal and advertising injury"
arising out of the ownership, maintenance or use of such part of the premises leased to you, and
provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense
giving rise to such "personal and advertising injury," takes place prior to the termination of such lease.
The insurance hereby afforded to the additional insured does not apply to structural alterations, new
construction or demolition operations performed by, on behalf of or for such additional insured.
g. Mortgagee, Assignee or Receiver
A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee, or
receiver's liability for "bodily injury," "property damage" or "personal and advertising injury" arising
out of the ownership, maintenance, or use of a premises by you.
This insurance does not apply to structural alterations, new construction or demolition operations
performed by, on behalf of or for such additional insured.
h. State or Political Subdivisions
A state or government agency or subdivision or political subdivision that has issued a permit or
authorization, but only with respect to such government agency or subdivision or political subdivision's
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liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of:
O %
(1) The following hazards in connection with premises you own, rent, or control and to which this
s
insurance applies:
(a) The existence, maintenance, repair, construction, erection, or removal of advertising signs,
awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway
openings, sidewalk vaults, street banners, or decorations and similar exposures; or
(b) The construction, erection, or removal of elevators; or
(c) The ownership, maintenance or use of any elevators covered by this insurance; or
(2) The permitted or authorized operations performed by you or on your behalf. But the coverage granted
by this paragraph does not apply to:
(a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of
operations performed for the state or government agency or subdivision or political subdivision;
or
(b) "Bodily injury" or "property damage" included within the "products -completed operations
hazard."
With respect to this provision's requirement that additional insured status must be requested under a
"written contract," we will treat as a "written contract" any governmental permit that requires you to add
the governmental entity as an additional insured.
SB146932G (10-19) Page 3 of 7
Copyright, CNA All Rights Reserved.
SB146932G
(Ed. 10-19)
i. Trade Show Event Lessor
With respect to your participation in a trade show event as an exhibitor, presenter or displayer, any
person or organization whom you are required to include as an additional insured, but only with respect to
such person or organization's liability for "bodily injury," "property damage," or "personal and
advertising injury" caused by:
a. Your acts or omissions; or
b. Acts or omissions of those acting on your behalf,
in the performance of your ongoing operations at the trade show premises during the trade show event.
j. Other Person or Organization
Any person or organization who is not an additional insured under paragraphs a. through i. above. Such
additional insured is an insured solely for "bodily injury, "property damage" or "personal and
advertising injury" for which such additional insured is liable because of your acts or omissions.
The coverage granted by this paragraph does not apply to any person or organization:
(1) For "bodily injury," "property damage," or "personal and advertising injury" arising out of the
rendering or failure to render any professional services;
(2) For, "bodily injury" or "property damage" included in the "products -completed operations
hazard." But this provision (2) does not apply to such "bodily injury" or "property damage" if:
(a) It is entirely due to your negligence and specifically results from your work for the additional
insured which is the subject to the "written contract"; and
(b) The "written contract" requires you to make the person or organization an additional insured for
such "bodily injury" or "property damage'; or
(3) Who is afforded additional insured coverage under another endorsement attached to this policy.
C. ADDITIONAL PROVISIONS PERTINENT TO ADDITIONAL INSURED COVERAGE
1. With respect only to additional insured coverage provided under paragraphs A. and B. above:
a. The BUSINESSOWNERS COMMON POLICY CONDITIONS are amended to add the following to the
Condition entitled Other Insurance:
This insurance is excess of all other insurance available to an additional insured whether primary,
excess, contingent or on any other basis. However, if a "written contract" requires that this insurance be
either primary or primary and noncontributing, then this insurance will be primary and non-contributory
relative solely to insurance on which the additional insured is a named insured.
b. Under Liability and Medical Expense Definitions, the following definition is added:
"Written contract" means a written contract or agreement that requires you to make a person or
organization an additional insured on this policy, provided the contract or agreement:
(1) Is currently in effect or becomes effective during the term of this policy; and
(2) Was executed prior to:
(a) The "bodily injury" or "property damage;" or
(b) The offense that caused the "personal and advertising injury';
for which the additional insured seeks coverage.
2. With respect to any additional insured added by this endorsement or by any other endorsement attached to
this Coverage Part, the section entitled Who Is An Insured is amended to make the following natural persons
insureds. t
If the additional insured is:
a. An individual, then his or her spouse is an insured;
SB1'46932G (10-19)
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Page 4 of 7
SB146932G
(Ed. 10-19)
b. A partnership or joint venture, then its partners, members and their spouses are insureds;
c. A limited liability company, then its members and managers are insureds;
d. An organization other than a partnership, joint venture or limited liability company, then its executive
officers, directors and shareholders are insureds; or
e. Any type of entity, then its employees are insureds;
but only with respect to locations and operations covered by the additional insured endorsement's provisions,
and only with respect to their respective roles within their organizations. Furthermore, employees of
additional insureds are not insureds with respect to liability arising out of:
(1) "Bodily injury" or "personal and advertising injury" to any fellow employee or to any natural person
listed in paragraphs a. through d. above;
(2) "Property damage" to property owned, occupied or used by their employer or by any fellow employee; or
(3) Providing or failing to provide professional health care services.
II. LIABILITY EXTENSION COVERAGES
It is understood and agreed that this endorsement amends the Businessowners Liability Coverage Form. If any
other endorsement attached to this policy amends any provision also amended by this endorsement, then that other
endorsement controls with respect to such provision, and the changes made by this endorsement to such provision do
not apply.
A. Bodily injury — Expanded Definition
Under Liability and Medical Expenses Definitions, the definition of "Bodily injury" is deleted and replaced by
the following:
"Bodily injury" means physical injury, sickness or disease sustained by a person, including death, humiliation,
shock, mental anguish or mental injury by that person at any time which results as a consequence of the physical
injury, sickness or disease.
B. Broad Knowledge of Occurrence
Under Businessowners Liability Conditions, the Condition entitled Duties In The Event of Occurrence, Offense,
Claim or Suit is amended to add the following:
Paragraphs a. and b. above apply to you or to any additional insured only when such "occurrence," offense,
Q
claim or "suit" is known to:
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(1) You or any additional insured that is an individual;
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(2) Any partner, if you or an additional insured is a partnership;
(3) Any manager, if you or an additional insured is a limited liability company;
(4) Any "executive officer" or insurance manager, if you or an additional insured is a corporation;
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(5) Any trustee, if you or an additional insured is a trust; or
(6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity.
_ This paragraph applies separately to you and any additional insured.
C. Estates, Legal Representatives and Spouses
The estates, heirs, legal representatives and spouses of any natural person insured shall also be insured under
this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives and spouses only
for claims arising solely out of their capacity as such and, in the case of a spouse, where such claim seeks
damages from marital common property, jointly held property, or property transferred from such natural person
insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal
representative or spouse outside the scope of such person's capacity as such, provided however that the spouse
of a natural person Named Insured and the spouses of members or partners of joint venture or partnership
Named Insureds are insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named
Insured's business.
SB146932G (10-19) Page 5 of 7
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SB146932G
(Ed. 10-19)
D. Fellow Employee First Aid Coverage
In the section entitled Who Is An Insured, paragraph 2.a.1. is amended to add the following:
The limitations described in subparagraphs 2.a.1.(a), (b) and (c) do not apply to your "employees" for "bodily
injury" that results from providing cardiopulmonary resuscitation or other first aid services to a co -"employee" or
"volunteer worker" that becomes necessary while your "employee" is performing duties in the conduct of your
business. Your "employees" are hereby insureds for such services. But the insured status conferred by this
provision does not apply to "employees" whose duties in your business are to provide professional health care
services or health examinations.
E. Legal Liability — Damage To Premises
1. Under B. Exclusions, 1. Applicable to Business Liability Coverage, Exclusion k. Damage To Property, is
replaced by the following:
k. Damage To Property
"Property damage" to:
1. Property you own, rent or occupy, including any costs or expenses incurred by you, or any other
person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of
such property for any reason, including prevention of injury to a person or damage to another's
property;
2. Premises you sell, give away or abandon, if the "property damage" arises out of any part of those
premises;
3. Property loaned to you;
4. Personal property in the care, custody or control of the insured;
5. That particular part of any real property on which you or any contractors or subcontractors working
directly or indirectly in your behalf are performing operations, if the "property damage" arises out of
those operations; or
6. That particular part of any property that must be restored, repaired or replaced because "your work"
was incorrectly performed on it.
Paragraph 2 of this exclusion does not apply if the premises are "your work" and were never occupied,
rented or held for rental by you.
Paragraphs 1, 3, and 4, of this exclusion do not apply to "property damage" (other than damage by fire
or explosion) to premises:
(1) rented to you:
(2) temporarily occupied by you with the permission of the owner, or
(3) to the contents of premises rented to you for a period of 7 or fewer consecutive days.
A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D —
Liability and Medical Expenses Limits of Insurance.
Paragraphs 3, 4, 5, and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement.
Paragraph 6 of this exclusion does not apply to "property damage" included in the "products -
completed operations hazard."
2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the following paragraph is added, and
replaces the similar paragraph, if any, beneath paragraph (14) of the exclusion entitled Personal and
Advertising Injury:
Exclusions c, d, e, f, g, h, i, k, I, m, n, and o, do not apply to damage by fire to premises while rented to you
or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a
period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in
Section D. Liability And Medical Expenses Limits Of Insurance.
SB146932G (10-19)
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Page 6 of 7
SB146932G
(Ed. 10-19)
3. The first Paragraph under item 5. Damage To Premises Rented To You Limit of the section entitled
Liability And Medical Expenses Limits Of Insurance is replaced by the following:
The most we will pay under Business Liability for damages because of "property damage" to any one
premises, while rented to you or temporarily occupied by you with the permission of the owner, including
contents of such premises rented to you for a period of 7 or fewer consecutive days, is the Damage to
Premises Rented to You Limit. The Damage to Premises Rented to You Limit is the greater of:
a. $1,000,000; or
b. The Damage to Premises Rented to You Limit shown in the Declarations.
F. Personal and Advertising Injury — Discrimination or Humiliation
1. Under Liability and Medical Expenses Definitions, the definition of "personal and advertising injury" is
amended to add the following:
h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only
if such discrimination or humiliation is:
(1) Not done intentionally by or at the direction of:
(a) The insured; or
(b) Any "executive officer," director, stockholder, partner, member or manager (if you are a limited
liability company) of the insured; and
(2) Not directly or indirectly related to the employment, prospective employment, past employment or
termination of employment of any person or person by any insured.
2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the exclusion entitled Personal and
Advertising Injury is amended to add the following additional exclusions:
(15) Discrimination Relating to Room, Dwelling or Premises
Caused by discrimination directly or indirectly related to the sale, rental, lease or sub -lease or prospective
sale, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any insured.
(16) Employment Related Discrimination
Discrimination or humiliation directly or indirectly related to the employment, prospective employment,
past employment or termination of employment of any person by any insured.
N (17) Fines or Penalties
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m
Fines or penalties levied or imposed by a governmental entity because of discrimination.
s 3. This provision (Personal and Advertising Injury — Discrimination or Humiliation) does not apply if
Personal and Advertising Injury Liability is excluded either by the provisions of the Policy or by
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endorsement.
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G. Personal and Advertising Injury - Broadened Eviction
Under Liability and Medical Expenses Definitions, the definition of "Personal and advertising injury" is
amended to delete Paragraph c. and replace it with the following:
c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room
dwelling or premises that a person or organization occupies committed by or on behalf of its owner, landlord
orlessor.
H. Waiver of Subrogation — Blanket
We waive any right of recovery we may have against:
a. Any person or organization with whom you have a written contract that requires such a waiver.
All other terms and conditions of the Policy remain unchanged.
SB146932G (10-19) Page 7 of 7
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ypF SEA(
MEMO
DATE: October 26, 2023
TO: Gloria Harper
CC: Megan Coats
FROM: Alexa Smittle
.SUBJECT: Holistic System Integration Solutions
PURPOSE
The purpose of this memo is to approve the Risk Management — Insurance
Requirements for the contract with Holistic System Integration Solutions
BACKGROUND
Section 17.0, Insurance, in the professional services agreement for Temporary
Software Implementation Services between the City of Seal Beach and Holistic
System Integration Solutions states the 17.2.5 Cyber Security and Privacy Liability
Insurance should be secured within the agreement. 17.2.5 is exempt as the
Technology errors and omission liability (17.2.4) covers the insurance in 17.2.5.