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HomeMy WebLinkAboutAGMT - National Plant Services, Inc (Development of a Sewer Flushing and CCTV Maintenance Program) PROFESSIONAL SERVICES AGREEMENT for Development of a Sewer Flushing and CCTV Maintenance Program between SEA( Phe * " *i •I"yb� < , F '`kc°UNT`I_�� City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 National Plant Services, Inc. 1461 Harbor Avenue Long Beach, CA 90813 562-436-7600 This Professional Service Agreement ("the Agreement") is made as of March 1, 2024 (the "Effective Date"), by and between National Plant Services, Inc. ("Consultant"), an Illinois corporation and the City of Seal Beach ("City"), a California charter city, (collectively, "the Parties"). RECITALS A. City desires certain professional services for the development of a Sewer Flushing and CCTV Maintenance Program. B. Pursuant to the authority provided by its City Charter and Seal Beach Municipal Code § 3.20.025(C), City solicited a proposal on November 16, 2023, for Sewer Flushing and CCTV Maintenance Program Development Services , and Consultant submitted a proposal dated December 12, 2023, to perform the professional services, as further defined and described in Section 1.0 of this Agreement. C. Consultant represents that the principal members of its firm are licensed and registered professional engineers: DIR Registration #1000002703 and/or CSLB License #351503 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 professional 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's Services. In compliance with all terms, conditions and provisions of this Agreement, Consultant shall provide those professional services (collectively "Services") set forth in the Proposal ("Proposal") attached hereto as Exhibit A and incorporated herein by this reference, all to City's reasonable satisfaction. The Services relate to the following City project: development of a Sewer Flushing and CCTV Maintenance Program. 1.2. Agreement Documents; Order of Precedence. 1.2.1. The Agreement Documents include this Agreement and the following: (i) the Proposal (Exhibit A); and (ii) Terms for Compliance with California Labor Law Requirements (Exhibit B); and all of which are incorporated herein by this reference. 1.2.2. In the event of any inconsistency or conflict between this Agreement and any Exhibit or incorporated documents, the order of precedence 2 of 22 shall be as follows: (i) this Agreement; and then (ii) Exhibit B (Terms for Compliance with California Labor Law Requirements); and then (iv) Exhibit A (the Proposal), shall control. 1.3. Standard of Care. 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. 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 generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City. The acceptance of Consultant's work by the shall not operate as a release of Consultant from such standard of care and workmanship. 1.4. Familiarity with Services. By executing this Agreement, Consultant represents that, to the extent required by the standard of practice, Consultant (i) has investigated and considered the scope and level of services to be performed, (ii) has carefully considered how the Services should be performed, and (iii) understands the facilities, difficulties and restrictions attending performance of the Services under this Agreement. Consultant represents that Consultant has investigated any areas of work, as applicable, and is reasonably acquainted with the conditions therein. Should Consultant discover any latent or unknown conditions, which will materially affect the performance of services, Consultant shall immediately inform City of such fact and shall not proceed except at Consultant's risk until written instructions are received from City's Representative. 1.5. Compliance with Laws. In performing this Agreement, Consultant shall comply with all applicable provisions of federal, state, and local law. 1.6. Additional Services. Consultant will not be compensated for any work performed not specified in the Scope of Services unless City authorizes such work in advance and in writing. The Director of Public Works may authorize extra work to fund unforeseen conditions up to the amount approved at the time of award by the Director of Public Works as specified in Subsection 3.1. Payment for additional work in excess of this amount requires prior Director of Public Works authorization. 2.0 Term 2.1. Original Term. The term of this Agreement shall commence on March 1 , 2024 and shall remain in full force and effect until June 30, 2025 unless sooner terminated as provided in Section 5.0 of this Agreement. 3 of 22 3.0 Consultant's Compensation 3.1. Original Term. In consideration of Consultant's performance of the Services described in Section 1.0, 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 City pay more than the total not-to-exceed amount of $32,000 (Thirty-two thousand and 00/100 dollars) for the Original Term. Payment for any additional work authorized by City pursuant to Subsection 1.6 will be compensated in accordance with the fee schedule set forth in Exhibit A, and shall not exceed the cumulative amount established by the Director of Public Works at the time of award for the Original Term. 4.0 Method of Payment 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 all undisputed amounts 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. 5.0 Termination 5.1. Termination by City. 5.1.1. This Agreement may be terminated by City, without cause, upon giving Consultant written notice thereof not less than 30 days prior to the date of termination. 5.1.2. This Agreement may be terminated by City upon 10 days' notice to Consultant if Consultant fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy. 5.2. Termination by Consultant. This Agreement may be terminated by Consultant based on reasonable cause, by serving written notice of termination to City, provided that Consultant has first served City with a written notice of default and demand to cure, and City has failed to cure such default within 30 days of receipt of such notice. 5.3. Obligations Upon Termination. Unless otherwise specified in the notice of termination, Consultant shall cease all work under this Agreement immediately upon receipt of notice of termination from City under Subsection 5.1, or immediately upon City's acknowledgment of receipt of Consultant's notice of 4 of 22 termination to City under Subsection 5.2. Upon termination, City shall be immediately given title to and possession of all Work Product (as defined in Subsection 11.1 of this Agreement) and all other documents, writings, and/or deliverables produced or developed pursuant to this Agreement. Provided that Consultant is not then in breach, City shall pay Consultant for any portion of the Services satisfactorily completed prior to termination, based on the reasonable value of the Services rendered. If said termination occurs prior to completion of any specific task for which a payment request has not been received, the charge for Services performed shall be the reasonable value of such Services, based on an amount agreed to by City and Consultant. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. In no event shall Consultant be entitled to payment for unperformed services or services within the Scope of Services performed prior to the effective date of this Agreement; and Consultant shall not be entitled to receive more than the amount that would be paid to Consultant for the full performance of the Services up to date of termination. Consultant shall have no other claim against City by reason of such termination, including any claim for compensation or damages. 6.0 Party Representatives 6.1 . The Director of Public Works is City's representative for purposes of this Agreement. 6.2. Michelle Beason is the Consultant's primary representative for purposes of this Agreement. Michelle Beason 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: Director of Public Works 5 of 22 To Consultant: National Plant Services, Inc. 1461 Harbor Avenue Long Beach, California 90813 Attn: Michelle Beason 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, registrations, permits and certificates required by law for the provision of the Services under this Agreement, including a business license as required by the Seal Beach Municipal Code. 9.0 Independent Contractor 9.1. Consultant is an independent contractor and not an employee of 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 (i) as otherwise required for the performance of Services on City real property, facilities, vehicles or equipment; (ii) 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 (iii) as may be necessary to inspect or visit City locations and/or private property to perform 6 of 22 such Services. City may make a computer available to Consultant from time to time for Consultant's personnel to obtain information about or to check on the status of projects pertaining to the Services under this Agreement. 9.3. In addition to all other provisions of this Agreement, 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, servants, and subcontractors providing any of the Services under this Agreement shall not become entitled to, and hereby waive any claims to, any wages, salaries, compensation, benefit or any incident of employment by City, including but not limited to, eligibility to enroll in, or reinstate to membership in, the California Public Employees Retirement System ("PERS") as an employee of City, and entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits. 9.4. Consultant shall defend, indemnify and hold harmless City, its elected and appointed officials, officers, employees, agents, servants, volunteers, and those City 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 covenants 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 ("PERL"), 7 of 22 commencing at Government Code § 20000, as amended by the Public Employees' Pension Reform Act of 2013 ("PEPRA"), and the regulations of PERS, as amended from time to time. 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. To the maximum extent permitted by law, Consultant shall defend, indemnify and hold harmless City, its elected and appointed officials, officers, employees, agents, servants, volunteers, and those City agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Consultant's violation of any provisions of this Section 10.0. This duty of indemnification is in addition to Consultant's duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. Consultant's covenants and obligations under this Section shall survive the expiration or termination of this Agreement. 11 .0 Ownership of Work Product 11 .1 . Unless otherwise agreed upon in writing, all field notes and other notes, draft and final reports, drawings, specifications, data, surveys, studies, plans, maps, models, photographs, images, ideas, concepts, designs including but not limited to website designs, source code, object code, computer files, electronic data and/or electronic files, other media of any kind whatsoever, and any other documents and written material of any kind, created, developed, prepared or used by Consultant in the performance of this Agreement (collectively "Work Product") shall be considered "works made for hire," for the benefit of City. Upon completion of, or in the event of termination or expiration of this Agreement, all Work Product and any and all intellectual property rights arising from their creation, including, but not limited to, all copyrights and other proprietary rights, shall be and remain the property of City without restriction or limitation upon their use, duplication or dissemination by City upon final payment being made in accordance with Subsection 5.3, and may be used, reused or otherwise disposed of by City for any purpose without Consultant's consent; provided that any use, reuse or modification of the Work Product by City for any purpose other than the purpose for which the Work Product was prepared or provided under this Agreement shall be at City's own risk. Consultant shall not obtain or attempt to obtain copyright protection as to any of the Work Product. 11 .2. Consultant hereby assigns to City all ownership and any and all intellectual property rights to the Work Product that are not otherwise vested in City pursuant to Subsection 11 .1 . 8 of 22 11.3. Consultant warrants and represents that it has secured all necessary licenses, consents or approvals to use any instrumentality, thing or component as to which any intellectual property right exists, including computer software, used in the rendering of the Services and the production of all Work Product produced under this Agreement, and that City has full legal title to and the right to reproduce the Work Product for any purpose. Consultant shall defend, indemnify and hold City, its elected and appointed officials, officers, employees, agents, servants, attorneys, volunteers, and those City agents serving as independent contractors in the role of City officials, harmless from any loss, claim or liability in any way related to a claim that City's use of any of the Work Product violates federal, state or local laws, or any contractual provisions, or any laws relating to trade names, licenses, franchises, copyrights, patents or other means of protecting intellectual property rights and/or interests in products or inventions. 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 Work Product produced under this Agreement. In the event the use of any of the Work Product or other deliverables hereunder by City is held to constitute an infringement and the use of any of the same is enjoined, Consultant, at its expense, shall: (i) secure for City the right to continue using the Work Product and other deliverables by suspension of any injunction, or by procuring a license or licenses for City; or (ii) modify the Work Product and other deliverables so that they become non-infringing while remaining in compliance with the requirements of this Agreement. Consultant's covenants and obligations under this Section shall survive the expiration or termination of this Agreement. 11.4. Upon expiration or termination of the Agreement, Consultant shall deliver to City all Work Product and other deliverables related to any Services performed pursuant to this Agreement without additional cost or expense to City. If Consultant prepares a document on a computer, Consultant shall provide City with said document both in a printed format and in an electronic format that is acceptable to City. 12.0 Confidentiality 12.1. Consultant may have access to financial, accounting, statistical, and personnel data of individuals and City employees, trade secrets, and/or other information that may be protected under other applicable laws relating to privacy, confidentiality and/or privilege. Consultant covenants that all Work Product (as defined in Subsection 11.1) and/or any other data, documents, writings, discussion or other information created, developed, received or provided by Consultant for performance of this Agreement are confidential unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such Work Product, data, documents, writings, discussion or other information to persons or entities other than City without prior written authorization by City. City shall grant such authorization if applicable law 9 of 22 requires disclosure. Consultant, its officers, employees, agents, servants, and/or subcontractors shall not without written authorization from the Director of Public Works 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 City. Response to a subpoena or court order shall not be considered "voluntary," provided Consultant gives City timely notice of such court order or subpoena. 12.1. Consultant shall promptly notify City should Consultant, its officers, employees, agents, servants, and/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 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. 12.2. Consultant's covenants and obligations under this Section shall survive the termination or expiration of this Agreement. 13.0 Subcontractors No portion of this Agreement shall be subcontracted without the prior written approval of City. Consultant is fully responsible to City for the performance of any and all subcontractors, and Consultant shall monitor and review all work and other services performed by any subcontractor to ensure that all Services performed by such subcontractor comply with the requirements and provisions of this Agreement. 14.0 Prohibition Against Assignment, Transfer or Delegation Consultant shall not assign or transfer this Agreement or any of its rights, obligations or interest in this Agreement, or delegate any of its duties under this Agreement, either in whole or in part, without City's prior written consent, which may be withheld for any reason. Any purported assignment, transfer or delegation without City's consent shall be void and without effect, and shall entitle City to terminate this Agreement. 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 10 of 22 expressly not limited to, all Services performed, salaries, wages, payroll, invoices, time cards, cost control sheets, costs, expenses, receipts and other records and Work Product 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. Upon 24 hours' notice by City, 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 City any hazardous condition noted by Consultant. 17.0 Insurance 17.1. General Requirements. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to 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, death, 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 11 of 22 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, servants, 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 Insurance: with limits of at least $1,000,000 per accident and in the aggregate for bodily injury or disease; 17.2.4. Professional Liability (or Errors and Omissions) Liability Insurance: Consultant shall maintain professional liability (or errors and omissions liability) insurance that covers the Services to be performed in connection with this Agreement, with minimum limits of $1,000,000 per claim/aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement. If a "claims made" policy is provided, then the policy shall be endorsed to provide an extended reporting period of not less than three years. 17.3. Acceptability of Insurers. The Insurance policies required under this Section shall be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to City. 17.4. Additional Insureds. 17.4.1. For general liability insurance, City, its elected and appointed officials, officers, employees, agents, servants, volunteers, and those City agents serving as independent contractors in the role of City officials shall be covered as additional insureds with respect to the services or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work. 17.4.2. For automobile liability insurance, City, its elected and appointed officials, officers, employees, agents, servants, 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. 12 of 22 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: (i) coverage shall not be suspended, voided, reduced or canceled except after 30 days (or ten days for nonpayment) prior written notice by certified mail, return receipt requested, has been given to City; (ii) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to City, its elected and appointed officials, officers, employees, agents, servants, 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 City, its elected and appointed officials, officers, employees, agents, servants, volunteers, and those City agents serving as independent contractors in the role of City officials, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage and that any insurance or self-insurance maintained by City, its elected and appointed officials, officers, employees, agents, servants, volunteers and those City 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. Each insurance policy 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, servants, 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: (i) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City, its elected and appointed officials, officers, employees, agents, servants, volunteers and those City agents serving as independent contractors in the role of City officials; or (ii) 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, its elected and appointed officials, officers, employees, agents, servants, volunteers and those City agents serving as independent contractors in the role of City officials. Consultant hereby waives its own right of recovery and all rights 13 of 22 of subrogation against City; and shall require similar express written waivers from any subcontractor. 17.10. Enforcement of Agreement Provisions (Non-Estoppel). Consultant acknowledges and agrees that any actual or alleged failure on City's part to inform Consultant of non-compliance with any insurance requirement does not impose additional obligations on City, nor does it waive any rights hereunder. 17.11. City Remedy for Noncompliance. If Consultant does not maintain the policies of insurance required under this Section in full force and effect during the term of this Agreement, or in the event any of Consultant's policies do not comply with the requirements under this Section, City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may, but has no duty to, take out the necessary insurance and pay, at Consultant's expense, the premium thereon. Consultant shall promptly reimburse City for any premium paid by City or City may withhold amounts sufficient to pay the premiums from payments due to Consultant. 17.12. 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 City before work commences. City also 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. 17.13. Insurance Requirements Not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. 17.14. Broader Coverage/Higher Limits. No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of Consultant under this Agreement. Consultant may also procure and maintain, at its own cost and expense, any additional kinds of insurance, 14 of 22 which in its own judgment may be necessary for its proper protection and prosecution of the Services. 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. 17.15. Subcontractor Insurance Requirements/Pass-Through Clause. Consultant shall require each of its subconsultants and/or subcontractors that perform Services under this Agreement to maintain insurance coverage that meets all of the requirements of this Section. Consultant agrees to monitor and review all such coverages and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Section. Consultant agrees to submit all agreements with consultants, subcontractors, and others engaged in the Services upon City's request. 17.16. Timely Notice of Claims. Contractor shall give City prompt and timely notice of demands or claims made or suits instituted that arise out of or result from Contractor's performance under this Agreement, and that involve or may involve coverage under any of the required insurance policies. 18.0 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, its elected and appointed officials, officers, attorneys, employees, agents, servants, 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 or losses of any nature whatsoever, including but not limited to fees of accountants, attorneys and other professionals, and all costs associated therewith, and the payment of all consequential damages (collectively "Claims"), in law or equity, whether actual, alleged or threatened, to property or persons, including but not limited to, bodily injury, death, personal injury and property damage, in any manner arising out of, claimed to arise out of, pertaining to, or relating to the breach of this Agreement and/or any acts, errors, omissions, negligence or willful misconduct of Consultant, its officers, agents, servants, employees, contractors, subcontractors, subconsultants, materialmen, or suppliers, or their officers, agents, servants or employees (or any entity or individual for whom Consultant shall bear legal liability) in the performance of the Services and/or this Agreement, except to the extent the Claims arise 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 Claims with counsel of the Indemnitees' choice, and shall pay all costs and 15 of 22 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 defend, 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, subconsultant, 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 indemnity agreements, Consultant shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Claims in law or equity, whether actual, alleged or threatened, arising out of, are claimed to arise out of, pertaining to, or relating to, the breach of this Agreement, any acts, errors, omissions, negligence or willful misconduct of Consultant's subcontractor, subconsultant or other person or entity, and its officers, agents, servants, employees, materialmen, contractors, subcontractors and/or subconsultants, or their officers, agents, servants or employees (or any entity or individual for whom Consultant's subcontractor, subconsultant and/or such other person or individual shall bear legal liability) in the performance of the Services or this Agreement, except to the extent the Claims arise 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 officials, officers, employees, agents, servants, volunteers and those City agents serving as independent contractors in the role of City officials. 18.4. Indemnification Not Limited By Insurance. Procurement of insurance by Consultant is not and shall not be construed as a limitation of Consultant's liability, or as a waiver of or limitation on full performance of Consultant's duties of defense and indemnification, under this Section 18.0 or under any other provision of this Agreement. Consultant's defense and indemnification obligations under this Agreement shall apply regardless of whether or not any insurance policies are determined to be applicable to the Claims or Liabilities asserted against City or any of the other Indemnitees as defined in this Section 18.0, and Consultant's defense and indemnification obligations under this Agreement shall not be restricted to insurance proceeds, if any, received by Consultant, City, or any of the other Indemnitees. 16 of 22 18.5. Survival of Terms. Consultant's covenants 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 covenants that it shall not discriminate, harass or retaliate against any of its employees, applicants for employment, contractors, subcontractors or subconsultants because or on account 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, military or veteran status, or any other basis prohibited by law. Consultant further covenants that in the performance of this Agreement, Consultant shall not discriminate, harass or retaliate against City, its elected or appointed officials, officers, employees, agents,servants, volunteers, those City agents serving as independent contractors in the role of City officials, consultants, contractors, subcontractors, or subconsultants, on any 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. 17 of 22 23.0 Severability The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement. 24.0 Government Code Claim Compliance In addition to any and all requirements of this Agreement pertaining to notices of and requests for compensation or payment for additional services, disputed work, claims and/or changed conditions, Consultant must comply with the claim procedures set forth in Government Code Section 900 et seq. prior to filing any lawsuit against City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to additional services, disputed work, claims, and/or changed conditions have been followed by Consultant. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant shall be barred from bringing and maintaining a lawsuit against City. 25.0 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. Orange County, California, shall be the venue for any action or proceeding that may be brought by reason of, that arises out of, and/or relates to any dispute under this Agreement (whether contract, tort or both). 26.0 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. 27.0 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 (i) effective unless it is in writing and signed by the Party making the waiver, (ii) deemed to be a waiver of, or consent to, any other breach, failure of a condition, or right or remedy, or (iii) deemed to constitute a continuing waiver unless the writing expressly so states. 18 of 22 28.0 Prohibited Interests; Conflict of Interest 28.1 . 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. 28.2. 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. 28.3. 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. 29.0 Follow-Up Contract Limitation In accordance with Government Code Section 1097.6, Consultant's duties and services under this Agreement shall not include preparing or assisting City with any portion of City's preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with City. City shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project. Consultant's participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications. Consultant shall cooperate with City to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the 19 of 22 same information, including all conceptual, preliminary, or initial plans or specifications prepared by Consultant pursuant to this Agreement. 30.0 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, agents, and servants 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, agents and servants. 31.0 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. 32.0 Non-Appropriation of Funds Payments to be made to Consultant by City for any Services performed within the current fiscal year are within the current fiscal budget and within an available, unexhausted fund. In the event that City does not appropriate sufficient funds for payment of Consultant's Services beyond the current fiscal year, this Agreement shall cover payment for Consultant's Services only to the conclusion of the last fiscal year in which City appropriates sufficient funds and shall automatically terminate at the conclusion of such fiscal year. 33.0 Mutual Cooperation 33.1 . 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. 33.2. Consultant's Cooperation. Consultant agrees to work closely and cooperate fully with City's representative and any other agencies that may have 20 of 22 jurisdiction or interest in the work to be performed. 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. 34.0 Time of the Essence Time is of the essence in respect to all provisions of this Agreement that specify a time for performance; provided, however, that the foregoing shall not be construed to limit or deprive a Party of the benefits of any grace or use period allowed in this Agreement. 35.0 Attorneys' Fees If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party all of its attorneys' fees and other costs incurred in connection therewith. 36.0 Titles and Headings The titles and headings used in this Agreement are for convenience only and shall in no way define, limit or describe the scope or intent of this Agreement or any part of it. 37.0 Recitals City and Consultant acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 38.0 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. 39.0 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. [signatures on following page] 21 of 22 IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. CITY OF SEAL BEACH CONSULTANT: National Plant Services, Inc., an Illinois corporation By: By: (^Q Iris , hector of Public Works Name: Its: e �J�► Attest: By: Name: Its: cv� ti By: oria D. Har er, City Clerk (Please note, two signatures required for corporations pursuant to California Corporations Code Section 313 from Approved as to Form: each of the following categories: (i) the chairperson of the board, the president or any vice president, and (ii) the By: secretary, any assistant secretary, the Nicholas Ghirelli, City Attorney chief financial officer or any assistant treasurer of such corporation.) PROOF OF AUTHORITY TO BIND CONTRACTING PARTY REQUIRED 22 of 22 EXHIBIT A PROPOSAL (Consultant's Proposal for Sewer Flushing and CCTV Maintenance Program Development Services dated December 12, 2023) 1461 Harbor Avenue CA ta. NATIONAL PLANT SERVICES i Long Beach,436 76 90813-2741 - - 00 (562)495-1528 NiiiI A Catylon Company www.nationalplant.com The City of Seal Beach, _;; I I%%%%%� CA •s• SEAL #zli ,.+rik e ►� PROPOSAL TO PROVIDE: d .=� Professional Services for ..�lir MOM • , dna � +0 Development of a Sewer ; — 11.11111 O Flushing and CCTV OA + Maintenance Program �o — -' i • wy�vk /F0 R . -IA%%viviks,- SUBMITTED BY: The City of Seal Beach, CA MICHELLE BEASON, PE December 12, 2023 NATIONAL PLANT SERVICES, INC. 1461 HARBOR AVENUE LONG BEACH, CA 90813 1461 Harbor Avenue Long Beach,CA 90813-2741 NATIONAL PLANT SERVICES (562)436-7600 (562)495-1528 - A Carylon Company www.nat,onalpiant.com December 12, 2023 Ms. Iris Lee/Ms. Kathryne Cho The City of Seal Beach RE: Professional Services Proposal for Development of Sewer Flushing/Maintenance Program Dear Iris and Kathryne, National Plant Services is delighted to offer this Professional Services Proposal to aid the City of Seal Beach ("City") in formulating a comprehensive maintenance program for its wastewater collection system.This proposal encompasses comprehensive assistance and direction to empower the City in refining their sewer cleaning and closed-circuit television (CCTV) maintenance frequencies. Enclosed,you will find a detailed work plan and a proposed set of services to accomplish these goals.Our project team comprises seasoned infrastructure specialists, alongside experts in GIS, data management, and software application systems. We look forward to this opportunity to serve the City in this effort. Very truly yours, iN Michelle Beason, PE Principal Engineer/Regional Manager National Plant Services, Inc. 925-262-7366 mbeason@nationalplant.com 1 1461 Harbor Avenue Long Beach,CA 90 813-2 741 NATIONAL PLANT SERVICES (562)436-7600 (562)495.1528 A Carylon Company www.nationalpiant.com Project Understanding The operational and maintenance duties of the wastewater system assets,spanning approximately 181,000 linear feet of sanitary sewer pipelines,800 manholes,and six sewer pump stations with their associated force mains,falls under the jurisdiction of the City of Seal Beach.The City seeks a program to support and optimize their cleaning and CCTV inspection frequencies. Project Goals and Objectives Upon project completion,the City will possess an efficient and well-structured CCTV and pipe cleaning schedule, aimed at prioritizing the most critical pipelines, while ensuring a high level of service for the customers of Seal Beach. Document Review When creating a maintenance program, it is imperative to compare various sets of data to determine the recommended frequency for future work. NPS will review and compare the cleaning and inspection work completed in 2013 against the work that NPS completed in 2022/2023. Documents to review include: • City of Seal Beach GIS data • 2018 Sewer Master Plan Reporting files. This will describe the CCTV work that was conducted in 2013. • Cleaning Records. This includes all the files that were provided to AKM at the time of the 2018 master plan update. • 2013 CCTV GIS shapefile. These are the files that AKM compiled for the master plan. • PACP Exchange Database from the 2013 work by Empire Pipe,who conducted the CCTV inspection for the City at that time. • Table 8-2:an the excel file of the CCTV data summary for each pipe. • The 2022/2023 cleaning and CCTV work completed by NPS. Key Deliverables: An asset list with recommended frequencies for cleaning and CCTV inspection for each asset. Milestones: Key milestones of the project include: 1. Obtaining the 2013 cleaning and CCTV data along with any other relevant city records 2. Review and compare the Empire 2013 work with NPS' 2022-2023 work to determine recommended frequencies for cleaning and CCTV inspection. 3. Develop the CCTV and Flushing Program 4. City review and acceptance 2 1r, 1461 Harbor Avenue Long Beach,CA 90813-2741 NATIONAL PLANT SERVICES (562)436-7600 i (562)495-1528 A Carylon Company www.nationalpIant.com Cost Benefits: Substantial cost savings can be realized by effectively scheduling inspection, and cleaning work.This strategy eliminates unnecessary efforts, such as cleaning pipelines that typically do not collect a lot of debris, or prolonging inspections on those pipelines with significant structural or operational concerns. Qualifications Qualifications of the Firm: National Plant Services, Inc., is one of the Carylon Companies, and has been providing cleaning, condition assessment, asset management, and trenchless rehabilitation services to our valued City clients for over 40 years. Project Team Lead: Michelle Beason P.E.—Project Manager—Ms. Michelle Beason, PE, Regional Manager: Project Manager/Principal Engineer Ms. Beason is a Professional Civil Engineer and licensed (inactive)California A& B Contractor. She has been a nationally recognized expert in CCTV and multi-sensor inspections and Asset Management of sewer lines since 2010. Michelle has over 30 years of experience in water and wastewater asset management, design,engineering, and O&M,and has been the Regional Manager for NPS since 2014. Certifications: She holds a CA PE License#C55331, CA A and B Contractor License, and PACP/MACP/LACP Certification.She is a Board Member of NASSCO,and Chair of the Infrastructure Assessment Committee,tasked with updating and improving PACP/MACP/LACP codes for NASSCO. Project Tasks: Ms. Beason will act as Project Manager and Project Engineer for the duration of this project.She will develop the project schedule and implementation plan, hold workshop sessions with City staff, relay essential information to City staff,and track project expenditures while developing the flushing program. She will hold a final program review meeting with City staff and help guide the implementation of the new program. Experience as it Relates to this Project: Ms. Beason first began her wastewater career with a degree in Civil/Environmental Engineering from Purdue University in 1993. Throughout her career,she has been involved with numerous wastewater inspection and improvement projects as an engineering consultant, and as an asset management engineer for 12 years with the East Bay Municipal Utility District(EBMUD) in Oakland, CA. She has specialized in the cleaning, inspection, CIP planning, and rehabilitation of sewer lines since 2010: she was Director of Client Services/Key Account Manager with RedZone Robotics from 2010-2014 where she helped develop maintenance programs for many city clients, and then with National Plant Services from early 2014-present. She recently led the development of a flushing and CCTV maintenance program for the City of Milpitas, CA,which was completed in 2023. 3 1461 Harbor Avenue Long GNATIONAL PLANT SERVICESCA Beach,76 90813-2741 p.(562)436- 00 I. (562)495-1528 _' A Carylon Company www.nationalpiant.corn City of Seal Beach Flushing and CCTV Program Scope of Services and Budget OVERVIEW The City aims to establish a comprehensive flushing/maintenance program on a set frequency to enhance the management of its collection system assets. PROVISIONING SERVICES The following services will be provided: 1. INITIATION AND DATA REVIEW 1.1. Project Kick-off Meeting A kickoff session will be held with City staff to discuss the project schedule, work tasks, and the necessary engagement from the City's personnel. 1.2. Historical Data Review NPS Staff will review all available documentation related to all available past cleaning and CCTV results, along with system criticality and current operational conditions. 2. FLUSHING AND CCTV PROGRAM DEVELOPMENT NPS staff will develop the new flushing and CCTV program and establish set frequencies per asset. This will be done in accordance with historical data, existing work management processes, best practices, and input from the interactions with City staff. 3. ASSET MANAGEMENT WORKSHOP The asset management workshop will be conducted to obtain input and agreement from City personnel who will direct and contract out the work based on the new flushing/CCTV inspection schedules. 4 01) 1461 Harbor Avenue Long Beach,CA 90813.2741 NATIONAL PLANT SERVICES F (562)436-7600 r (562)495-1528 A Carylon Company www.nabonalplant.com Professional Services Hours and Budget These are budgetary not-to-exceed hours in support of the development of the subject flushing and CCTV inspection program. All work is to be invoiced monthly on a T&M basis. TASK HOURS HOURS STAFF HOURS DATA TOTAL MICHELLE ENGINEER DIVISION, BEASON ESTHER JODIE AMODING MA Task 1-INITIATION&DATA REVIEW 10 80 80 170 • Task 2-FLUSHING AND CCTV PROGRAM 20 40 40 100 DEVELOPMENT Task 3-ASSET MANAGEMENT 2 8 8 18 WORKSHOP TOTAL HOURS 32 128 128 HOURLY RATE $180.00 $130.00 $75.00 TOTAL ESTIMATED NOT $5,760 $16,640 $9,600 $32,000 TO EXCEED COST j *Hours may be reallocated from one staff person to another, but NTE budget is$32,000 5 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 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Consultant hereby certifies as follows: "I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract." 12. For every subcontractor who will perform work on the project, Consultant shall be responsible for such subcontractor's compliance with Chapter 1 and Labor Code Sections 1860 and 3700, and Consultant shall include in the written contract between it and each subcontractor a copy of those statutory provisions and a requirement that each subcontractor shall comply with those statutory provisions. Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a periodic review of the certified payroll records of the subcontractor and upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take corrective action to halt or rectify any failure. 13. To the maximum extent permitted by law, Consultant shall indemnify, hold harmless and defend (at Consultant's expense with counsel reasonably acceptable to City) City, its elected and appointed officials, officers, employees, agents, servants, and those City agents serving as independent contractors in the role of City officials, and volunteers 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, agents and servants) 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. ACL DATE(MM/DD/YYYY) lb.-- CERTIFICATE OF LIABILITY INSURANCE 3/15/2024 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 NAME: Christina Cunningham,Client Service Mir Sr. Arthur J. Gallagher Risk Management Services, LLC PHONE FAX WI:Golf Rd INC.No. I: A/C,No): Rolling Meadows IL 60008 ADDRESS: christina_cunningham@ajg.com INSURER(S)AFFORDING COVERAGE NAIC# _ INSURER A:Zurich American Insurance Company 16535 INSURED CAROCOR-04 INSURERS:American Zurich Insurance Company 40142 NATIONAL PLANT SERVICES, INC. INSURER C:Indian Harbor Insurance Company 36940 2159 National Avenue Hayward, CA 94545 INSURER D:AIG Specialty Insurance Company 26883 INSURER E: INSURER F COVERAGES CERTIFICATE NUMBER:1898864905 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD VD POLICY NUMBER (MMIDD/YYYY) (MMD//DYYYY) A X COMMERCIAL GENERAL UABILITY Y Y GLO 9377201-20 10/31/2023 10/31/2024 EACH OCCURRENCE $2,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES Ea occurrence) $300,000 X Contradual Ind MED EXP(Any one person) S 0 X XCU Coy Induded PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY X LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: $ A AUTOMOBILE LIABILITY Y Y BAP 9377199-20 10/31/2023 10/31/2024 COMBINED SINGLE LIMIT $5,000,000 (Ea accident) X ANY AUTO BODILY INJURY(Per person) $ — OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X ' NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY , (Per accident) $ UMBRELLAUAB _ OCCUR EACH OCCURRENCE $ - EXCESS LIAB C iMS-MADE ' AGGREGATE $ DED I , RETENTION$ $ B WORKERS COMPENSATION Y WC 9377202-20 10/31/2023 10/31/2024 X STATUTE OTH- ER A AND EMPLOYERS'LIABILITY YIN WC0122619-08 10/31/2023 10/31/2024 ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? n NIA (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 . If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 D I Pollution Liability CP015012758 10/31/2022 10/31/2025 Per Claim\Per Agg $10M\$16M C 'Professional Liability ICE0744637905 10/31/2023 10/31/2024 Per Claim\PerAgg $2M42M DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE: National Plant Services Award and Signed Resolution I Sewer Repair Program Development Services. 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 are shown as Additional Insured solely with respect to General Liability on primary and non-contributory basis and Auto Liability coverage as required by written contract.A Waiver of Subrogation in favor of additional insureds is included under the General Liability,Auto Liability and Workers compensation coverages as evidenced herein as required by written contract.60 Days prior written notice of Cancellation applies in favor of Certificate holder as required by written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Seal Beach 211 -8th Street Seal Beach CA 90740 AUTHOIZEDREPRESENTATIVE //4<f,74-r--4----- ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Additional Insured — Owners, Lessees Or Contractors ZURICH — Scheduled Person Or Organization THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Policy No.GLO 9377201-20 Effective Date: 10/31/2023 This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part SCHEDULE Name of Person or Organization: ANY PERSON OR ORGANIZATION,BUT ONLY WHEN YOU ARE REQUIRED TO PROVIDE ADDITIONAL INSURED STATUS IN A WRITTEN CONTRACT OR WRITTEN AGREEMENT EXECUTED PRIOR TO LOSS AND WHERE THAT CONTRACT SPECIFICALLY REQUIRES THE ISO CG2010 10/2001 EDITION FORM OR THE EQUIVALENT OF SAME A. Section II—Who Is An Insured is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of your ongoing operations performed for that insured. B. With respect to the insurance afforded to these additional insureds, the following exclusion is added: 2. Exclusions This insurance does not apply to "bodily injury" or"property damage"occurring after: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project(other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the site of the covered operations has been completed: or (2) That portion of"your work"out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. All other terms, conditions, provisions and exclusions of this policy remain the same. U-GL-2183-A CW(09/19) Page 1 of 1 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Additional Insured — Owners, Lessees Or Contractors ZURICH — Completed Operations THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Policy No.GLO 9377201-20 1 Effective Date: 10/31/2023 This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part SCHEDULE Name of Person or Organization: ANY PERSON OR ORGANIZATION,BUT ONLY WHEN YOU ARE REQUIRED TO PROVIDE ADDITIONAL INSURED STATUS IN A WRITTEN CONTRACT OR WRITTEN AGREEMENT EXECUTED PRIOR TO LOSS AND WHERE THAT CONTRACT SPECIFICALLY REQUIRED THE ISO CG2037 10/2001 EDITION FORM OR THE EQUIVALENT OF SAME Location And Description of Completed Operations: ANY LOCATION OR PROJECT,OTHER THAN A WRAP-UP OR OTHER CONSOLIDATED INSURANCE PROGRAM LOCATION OR PROJECT FOR WHICH INSURANCE IS OTHERWISE SEPARATELY PROVIDED TO YOU BY A WRAP-UP OR OTHER CONSOLIDATED INSURANCE PROGRAM Additional Premium: Section II —Who Is An Insured is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of"your work" at the location designated and described in the schedule of this endorsement performed for that insured and included in the "products-completed operations hazard". All other terms, conditions, provisions and exclusions of this policy remain the same. U-GL-2182-A CW(09/19) Page 1 of 1 Includes copyrighted material of Insurance Services Office,Inc.,with its permission Policy Number GLO 9377201-20 ENDORSEMENT ZURICH AMERICAN INSURANCE COMPANY Namedlnsured CARYLON CORPORATION Effective Date: 10/31/2023 12:01 AM., Standard Time Agent Name GALLAGHER Agent 24059- 000 24059- 000 BLANKET NOTICE TO OTHERS OF CANCELLATION BLANKET NOTIFICATION TO OTHERS OF CANCELLATION THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. IF WE CANCEL THIS COVERAGE PART BY WRITTEN NOTICE TO THE FIRST NAMED INSURED FOR ANY REASON OTHER THAN NONPAYMENT OF PREMIUM, WE WILL DELIVER ELECTRONIC NOTIFICATION THAT SUCH COVERAGE PART HAS BEEN CANCELLED TO EACH PERSON OR ORGANIZATION SHOWN IN A SCHEDULE PROVIDED TO US BY THE FIRST NAMED INSURED. SUCH SCHEDULE: 1. MUST BE INITIALLY PROVIDED TO US WITHIN 15 DAYS: A. AFTER THE BEGINNING OF THE POLICY PERIOD SHOWN IN THE DECLARATIONS; ORB. AFTER THIS ENDORSEMENT HAS BEEN ADDED TO POLICY; 2. MUST CONTAIN THE NAMES AND E—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olicy Number GLO 9377201-20 SCHEDULE OF NAMED INSURED(S) ZURICH AMERICAN INSURANCE COMPANY Named Insured CARYLON CORPORATION EffectiveDate: 10/31/2023 12:01 AM.,Standard Time Agent Name GALLAGHER Agent 24059 000 NAMED INSURED CARYLON CORPORATION VIDEO INDUSTRIAL SERVICES, INC. ACE PIPE CLEANING, INC. NATIONAL PLANT SERVICES, INC. DEEP SOUTH INDUSTRIAL SERVICES, INC . NATIONAL POWER RODDING CORP. ODESCO INDUSTRIAL SERVICES, INC. SEWER SYSTEM EVALUATIONS, INC. NATIONAL INDUSTRIAL MAINTENANCE, INC. MOBILE DREDGING &VIDEO PIPE, INC. NATIONAL WATER MAIN CLEANING COMPANY METROPOLITAN ENVIRONMENTAL SERVICES, INC. BIO—NOMIC SERVICES, INC. ROBINSON PIPE CLEANING CO. ROBINSON PIPE SERVICES, INC. BEARY PROPERTIES, INC. DEEP SOUTH SOLUTIONS, INC. SPECIALIZED MAINTENANCE SERVICES, INC. NATIONAL INDUSTRIAL MAINTENANCE SOLUTIONS, INC. SELECT TRANSPORTATION, INC. U-GU-621-A CW (10/ 02) POLICYNUMBER:GLO 9377201-20 COMMERCIAL GENERAL LIABILITY CG25030509 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED CONSTRUCTION PROJECT(S) GENERAL AGGREGATE LIMIT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Designated Construction Project(s): A GENERAL AGGREGATE LIMIT APPLIES TO EACH CONSTRUCTION PROJECT WHERE THE NAMED INSURED IS PERFORMING OPERATIONS, HOWEVER, A GENERAL AGGREGATE LIMIT DOES NOT APPLY TO ANY CONSTRUCTION PROJECT WHERE THE NAMED INSURED IS PERFORMING OPERATIONS THAT ARE INSURED UNDER A WRAP— UP OR ANY OTHER CONSOLIDATED OR SIMILAR INSURANCE PROGRAM. ntormatlon re.9.ulred to complete this Schedule, it not shown above,will-Fe-shown shown in the tleclaratlons. A. For all sums which the insured becomes legally 3. Any payments made under Coverage A for obligated to pay as damages caused by damages or under Coverage C for medical "occurrences"under Section I-Coverage A,and expenses shall reduce the Designated for all medical expenses caused by accidents Construction Project General Aggregate Limit under Section I-Coverage C,which can be for that designated construction project. Such attributed only to ongoing operations at a single payments shall not reduce the General designated construction project shown in the Aggregate Limit shown in the Declarations nor Schedule above: shall they reduce any other Designated 1. A separate Designated Construction Project Construction Project General Aggregate Limit General Aggregate Limit applies to each for any other designated construction project designated construction project,and that limit shown in the Schedule above. is equal to the amount of the General 4. The limits shown in the Declarations for Each Aggregate Limit shown in the Declarations. Occurrence, Damage To Premises Rented To 2. The Designated Construction Project General You and Medical Expense continue to apply. Aggregate Limit is the most we will pay for the However,instead of being subject to the sum ofall damages under Coverage A,except General Aggregate Limit shown in the damages because of"bodily injury"or Declarations,such limits will be subject to the "property damage"included in the"products- applicable Designated Construction Project completed operations hazard", and for General Aggregate Limit. medical expenses under Coverage C regardless of the number of: a. Insureds; b. Claims made or"suits"brought; or c. Persons or organizations making claims or bringing "suits". CG 250305 09 c Insurance Services Office, Inc., 2008 Page 1 of2 B. For all sums which the insured becomes legally C. When coverage for liability arising out of the obligated to pay as damages caused by "products-completed operations hazard"is "occurrences"under Section I-Coverage A,and provided,any payments for damages because of for all medical expenses caused by accidents "bodily injury"or"property damage"included in under Section I- Coverage C,which cannot be the"products-completed operations hazard"will attributed only to ongoing operations ata single reduce the Products-completed Operations designated construction project shown in the Aggregate Limit,and not reduce the General Schedule above: Aggregate Limit nor the Designated Construction 1. Any payments made under Coverage A for Project General Aggregate Limit. damages or under Coverage C for medical D. If the applicable designated construction project expenses shall reduce theamount available has been abandoned,delayed,or abandoned under the General Aggregate Limit or the and then restarted,or if the authorized Products-completed Operations Aggregate contracting parties deviate from plans,blueprints, Limit,whichever is applicable; and designs,specifications or timetables,the project 2. Such payments shall not reduce any will still be deemed to be the same construction Designated Construction Project General project. Aggregate Limit. E. The provisions of Section III-Limits Of Insurance not otherwise modified by this endorsement shall continue to apply as stipulated. Page 2 of 2 ©Insurance Services Office, Inc.,2008 CG 25 0305 09 POLICY NUMBER: GLO 9377201-20 COMMERCIAL GENERAL LIABILITY CG 02 2410 93 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EARLIER NOTICE OF CANCELLATION PROVIDED BY US This endorsement modifies insurance provided under the following: COMMERCIAL GENERALLIABILITY COVERAGEPART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Number of Days' Notice 60 (If no entry appears above, information required to complete this Schedule will be shown in the Declarations as applicable to this endorsement.) For any statutorily permitted reason other than nonpayment of premium, the number of days required for notice of cancellation, as provided in paragraph 2. of either the CANCELLATION Common Policy Condition or as amended by an applicable state cancellation endorsement, is increased to the number of days shown in the Schedule above. CG 02 241093 Copyright, Insurance Services Office, Inc., 1992 Page 1 of 1 ❑ Waiver Of Subrogation (Blanket) Endorsement Policy No. Eff.Date of Pol. Exp.Date of Pol. Eff.Date of End. Producer Add!Prem. Return Prem. GLO 9377201-20 10/31/2023 10/31/2024 , 10/31/2023 24059000 $ INCL $ THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part The following is added to the Transfer Of Rights Of Recovery Against Others To Us Condition: If you are required by a written contract or agreement,which is executed before a loss,to waive your rights of recovery from others,we agree to waive our rights of recovery.This waiver of rights shall not be construed to be a waiver with respect to any other operations in which the insured has no contractual interest. U-GL-925-B CW(12/00 Other Insurance Amendment - Primary And Non- ZURICH') Contributory Policy No. I Eff.Date of Pol. Exp.Date of Pol. Eff.Date of End. Producer No. Add'!.Prem Return Prem. GLO 9377201-20 10/31/2023 10/31/2024 10/31/2023 24059000 INCL THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Named Insured: Carylon Corporation Address(including ZIP Code): 2500 Arthington; Chicago, IL 60612 This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part 1. The following paragraph is added to the Other Insurance Condition of Section IV-Commercial General Liability Conditions: This insurance is primary insurance to and will not seek contribution from any other insurance available to an additional insured under this policy provided that: a. The additional insured is a Named Insured under such other insurance; and b. You are required by a written contract or written agreement that this insurance would be primary and would not seek contribution from any any other insurance available to the additional insured. 2. The following paragraph is added to Paragraph 4.b.of the Other Insurance Condition of Section IV- Commercial General Liability Conditions: This insurance is excess over: Any of the other insuranc e, whether prim ary, excess, contingent or on any of her basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional ins ured on another policy providi ng coverage for the same "occurrence", offense, claim or "suit". This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by writt en contract or written agreement to provide coverage to the additional insured on a primary and non-contributory basis. All other terms and conditions of this policy remain unchanged. U-GL-1327-B CW(04/13) Page 1 of 1 Includes copyrighted materialof Insurance Services Office,Inc,withits permission. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 0313 (Ed.4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule ALL PERSONS AND/OR ORGANIZATIONS THAT ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT WITH THE INSURED, EXECUTED PRIOR TO THE ACCIDENT OR LOSS, THAT WAIVER OF SUBROGATION BE PROVIDED UNDER THIS POLICY FOR WORK PERFORMED BY YOU FOR THAT PERSON AND/OR ORGANIZATION. WC 00 0313 (Ed.4-84) 0 1QS3 National Council on Compensation Insurance. Policy Number BAP 9377199-20 SCHEDULE OF NAMED INSURED(S) ZURICH AMERICAN INSURANCE COMPANY Named Insured CARYLON CORPORATION Effective Date: 10/31/2023 12:01 A.M., Standard Time Agent Name GALLAGHER Agent No. 24059-000 NAMED INSURED CARYLON CORPORATION ACE PIPE CLEANING, INC. BEARY PROPERTIES, INC. BIO—NOMIC SERVICES, INC. DEEP SOUTH INDUSTRIAL SERVICES, INC. DEEP SOUTH SOLUTIONS, INC. METROPOLITAN ENVIRONMENTAL SERVICES, INC. MOBILE DREDGING & VIDEO PIPE, INC. NATIONAL INDUSTRIAL MAINTENANCE, INC. NATIONAL INDUSTRIAL MAINTENANCE SOLUTIONS, INC. NATIONAL PLANT SERVICES, INC. NATIONAL POWER RODDING CORP. NATIONAL WATER MAIN CLEANING COMPANY ODESCO INDUSTRIAL SERVICES, INC. ROBINSON PIPE CLEANING CO. ROBINSON PIPE SERVICES, INC. SEWER SYSTEM EVALUATIONS, INC. SPECIALIZED MAINTENANCE SERVICES, INC. VIDEO INDUSTRIAL SERVICES, INC. SELECT TRANSPORTATION, INC. U-GU-621-A CW(10/ 02) POLICY NUMBER: BAP 9377199-20 COMMERCIAL AUTO CA 04441013 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement,the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: CARYLON CORPORATION Endorsement Effective Date: 10/31/2023 SCHEDULE Name(s) Of Person(s) Or Organization(s): ALL PERSONS AND/OR ORGANIZATIONS THAT ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT WITH THE INSURED, EXECUTED PRIOR TO THE ACCIDENT OR LOSS, THAT WAIVER OF SUBROGATION BE PROVIDED UNDER THE POLICY FOR WORK PERFORMED BY YOU FOR THAT PERSON AND/OR ORGANIZATION. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. Page 2 of 12 ©Insurance Services Office, Inc., 2011 CA 04 4410 13 ❑ ZURICH"' ENDORSEMENT Insurance forthis coverage partprovided by: Policy Number BAP 9377199-20 ZURICH AMERICAN INSURANCE COMPANY Renewal of Number BAP 9377199-20 BLANKET NOTIFICATION TO OTHERS OF CANCELLATION THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE: COMMERCIAL AUTO COVERAGE PART A. IF WE CANCEL THIS COVERAGE PART BY WRITTEN NOTICE TO THE FIRST NAMED INSURED FOR ANY REASON OTHER THAN NONPAYMENT OF PREMIUM, WE WILL DELIVER ELECTRONIC NOTIFICATION THAT SUCH COVERAGE PART HAS BEEN CANCELLED TO EACH PERSON OR ORGANIZATION SHOWN IN A SCHEDULE PROVIDED TO US BY THE FIRST NAMED INSURED. SUCH SCHEDULE: 1 . MUST BE INITIALLY PROVIDED TO US WITHIN 15 DAYS: A. AFTER THE BEGINNING OF THE POLICY PERIOD SHOWN INTHE DECLARATIONS; OR B. AFTER THIS ENDORSEMENT HAS BEEN ADDED TO POLICY; 2 . MUST CONTAIN THE NAMES AND E-MAIL ADDRESSES OF ONLY THE PERSONS OR ORGANIZATIONS REQUIRING NOTIFICATION THAT SUCH COVERAGE PART HAS BEEN CANCELLED; 3 . MUST BE IN AN ELECTRONIC FORMAT THAT IS ACCEPTABLE TO US; AND 4 . MUST BE ACCURATE. SUCH SCHEDULE MAY BE UPDATED AND PROVIDED TO US BY THE FIRST NAMED INSURED DURING THE POLICY PERIOD. SUCH UPDATED SCHEDULE MUST COMPLY WITH PARAGRAPHS 2 . 3. AND 4 . ABOVE. B. OUR DELIVERY OF THE ELECTRONIC NOTIFICATION AS DESCRIBED IN PARAGRAPH A. OF THIS ENDORSEMENT WILL BE BASED ON THE MOST RECENT SCHEDULE IN OUR RECORDS AS OF THE DATE THE NOTICE OF CANCELLATION IS MAILED OR DELIVERED TO THE FIRST NAMED INSURED. DELIVERY OF THE NOTIFICATION AS DESCRIBED IN PARAGRAPH A. OF THIS ENDORSEMENT WILL BE COMPLETED AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF CANCELLATION TO THE FIRST NAMED INSURED. C. PROOF OF EMAILING THE ELECTRONIC NOTIFICATION WILL BE SUFFICIENT PROOF THAT WE HAVE COMPLIED WITH PARAGRAPHS A. AND B. OF THIS ENDORSEMENT. D. OUR DELIVERY OF ELECTRONIC NOTIFICATION DESCRIBED IN PARAGRAPHS A. AND B. OF THIS ENDORSEMENT IS INTENDED AS A COURTESY ONLY. OUR FAILURE TO PROVIDE SUCH DELIVERY OF ELECTRONIC NOTIFICATION WILL NOT: 1 . EXTEND THE COVERAGE PART CANCELLATION DATE; 2. NEGATE THE CANCELLATION; OR 3. PROVIDE ANY ADDITIONAL INSURANCE THAT WOULD NOT HAVE BEEN PROVIDED IN THE ABSENCE OF THIS ENDORSEMENT. E. WE ARE NOT RESPONSIBLE FOR THE ACCURACY, INTEGRITY, TIMELINESS AND VALIDITY OF INFORMATION CONTAINED IN THE SCHEDULE PROVIDED TO US AS DESCRIBED IN PARAGRAPHS A. AND B. OF THIS ENDORSEMENT. ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. U-CA-388-A(07-94) Other Insurance Amendment - Primary And Non- ZURICH') Contributory Policy No. I Eff.Datc of Pol. Exp.Date of Pol. Eff.Date of End. Produccr No. Add'!.Prem Return Prcm. GLO 9377201-20 10/31/2023 10/31/2024 10/31/2023 24059000 INCL THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Named Insured: Carylon Corporation Address(including ZIP Code): 2500 Arthington; Chicago, IL 60612 This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part 1. The following paragraph is added to the Other Insurance Condition of Section IV-Commercial General Liability Conditions: This insurance is primary insurance to and will not seek contribution from any other insurance available to an additional insured under this policy provided that: a. The additional insured is a Named Insured under such other insurance; and b. You are required by a written contract or written agreement that this insurance would be primary and would not seek contribution from any any other insurance available to the additional insured. 2. The following paragraph is added to Paragraph 4.b.of the Other Insurance Condition of Section IV- Commercial General Liability Conditions: This insurance is excess over: Any of the other insuranc e, whether prim ary, excess, contingent or on any of her basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional ins ured on another policy providi ng coverage for the same "occurrence", offense, claim or "suit". This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by writt en contract or written agreement to provide coverage to the additional insured on a primary and non-contributory basis. All other terms and conditions of this policy remain unchanged. U-GL-1327-B CW(04/13) Page 1 of 1 Includes copyrighted materialof Insurance Services Office,Inc.,with its permission. Waiver Of Subrogation (Blanket) Endorsement Policy No. Eff.Date of Pol. Exp.Date of Pol. Eff.Date of End. Producer Add''Prem. Return Prem. LGL09377201-20 j 1,_10/31/2023_1 L10/31/2024 10/31/2023 24059000 $ INCL $ THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part The following is added to the Transfer Of Rights Of Recovery Against Others To Us Condition: If you are required by a written contract or agreement,which is executed before a loss,to waive your rights of recovery from others,we agree to waive our rights of recovery.This waiver of rights shall not be construed to be a waiver with respect to any other operations in which the insured has no contractual interest. • U-GL-925-B CW(12/01) CA99481013 0 Coverage Extension Endorsement — Liability Only ZURICH Policy No. Rf.Date of Pd. Exp.Date of Pol. I Eff.Date of End. Producer No. Add'I.Rem Return Rem. BAP 9377199-20 10/31/2023 10/31/2024 10/31/2023 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Business Auto Coverage Form Motor Carrier Coverage Form A. Amended Who Is An Insured 1. The following is added to the Who Is An Insured Provision in Section II— Covered Autos Liability Coverage: The following are also"insureds": a Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow for acts performed within the scope of employment by you. Any "employee" of yours is also an "insured" while operating an "auto" hired or rented under a contract or agreement in an "employee's" name, with your permission, while performing duties related to the conduct of your business. b. Anyone volunteering services to you is an "insured" while using a covered "auto" you don't own, hire or borrow to transport your clients or other persons in activities necessary to your business. c Anyone else who furnishes an "auto" referenced in Paragraphs A.1.a.and A.1.b. in this endorsement. d Where and to the extent permitted by law, any person(s)or organization(s)where required by written contract or written agreement with you executed prior to any "accident", including those person(s) or organization(s) directing your work pursuant to such written contract or written agreement with you, provided the "accident" arises out of operations governed by such contract or agreement and only up to the limits required in the written contract or written agreement, or the Limits of Insurance shown in the Declarations, whichever is less. 2. The following is added to the Other Insurance Condition in the Business Auto Coverage Form and the Other Insurance —Primary and Excess Insurance Provisions Condition in the Motor Carrier Coverage Form: Coverage for any person(s) or organization(s), where required by written contract or written agreement with you executed prior to any "accident", will apply on a primary and non-contributory basis and any insurance maintained by the additional "insured" will apply on an excess basis. However, in no event will this coverage extend beyond the terms and conditions of the Coverage Form. B. Amendment—Supplementary Payments Paragraphs a.(2)and a.(4) of the Coverage Extensions Provision in Section II—Covered Autos Liability Coverage are replaced by the following: (2) Up to$5,000 for the cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the"insured" at our request, including actual loss of earnings up to$500 a day because of time off from work. U-CA-428-A CW(02-14) Page 1 of 3 hcludes copyrighted material of Insurance Services Office,Inc.,with its permission. C. Fellow Employee Coverage The Fellow Employee Exclusion contained in Section II—Covered Autos Liability Coverage does not apply. D. Driver Safety Program Liability Coverage The following is added to the Racing Exclusion in Section II —Covered Autos Liability Coverage: This exclusion does not apply to covered "autos" participating in a driver safety program event, such as, but not limited to, auto or truck rodeos and other auto or truck agility demonstrations. E. Amended Duties In The Event Of Accident, Claim, Suit Or Loss Paragraph a.of the Duties In The Event Of Accident, Claim,Suit Or Loss Condition is replaced by the following: a. In the event of"accident", claim, "suit"or "loss",you must give us or our authorized representative prompt notice of the"accident", claim, "suit"or "loss". However, these duties only apply when the "accident",claim, "suit"or "loss"is known to you (if you are an individual), a partner (if you are a partnership), a member (if you are a limited liability company) or an executive officer or insurance manager (if you are a corporation). The failure of any agent, servant or employee of the"insured" to notify us of any "accident", claim, "suit"or"loss"shall not invalidate the insurance afforded by this policy. Include, as soon as practicable: (1) How, when and where the "accident" or"loss"occurred and if a claim is made or"suit"is brought, written notice of the claim or "suit"including, but not limited to,the date and details of such claim or"suit"; (2) The "insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons and witnesses. If you report an"accident", claim, "suit"or"loss"to another insurer when you should have reported to us, your failure to report to us will not be seen as a violation of these amended duties provided you give us notice as soon as practicable after the fact of the delay becomes known to you. F. Waiver of Transfer Of Rights Of Recovery Against Others To Us The following is added to the Transfer Of Rights Of Recovery Against Others To Us Condition: This Condition does not apply to the extent required of you by a written contract, executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of operations contemplated by such contract. This waiver only applies to the person or organization designated in the contract. G. Unintentional Failure to Disclose Hazards The following is added to the Concealment, Misrepresentation Or Fraud Condition: However, we will not deny coverage under this Coverage Form if you unintentionally: (1) Fail to disclose any hazards existing at the inception date of this Coverage Form; or (2) Make an error, omission, improper description of"autos" or other misstatement of information. You must notify us as soon as possible after the discovery of any hazards or any other information that was not provided to us prior to the acceptance of this policy. H. Hired Auto —World Wide Coverage Paragraph 7a.(5) of the Policy Period, Coverage Territory Condition is replaced by the following: (5) Anywhere in the world if a covered "auto" is leased, hired, rented or borrowed for a period of 60 days or less, I. Bodily Injury Redefined The definition of"bodily injury" in the Definitions Section is replaced by the following: "Bodily injury" means bodily injury, sickness or disease, sustained by a person including death or mental anguish, resulting from any of these at any time. Mental anguish means any type of mental or emotional illness or disease. U-CA-428-A CW(02-14) Page 2 of 3 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. J. Expected Or Intended Injury The Expected Or Intended Injury Exclusion in Paragraph B. Exclusions under Section II—Covered Auto Liability Coverage is replaced by the following: Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the"insured". This exclusion does not apply to"bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. All other terms, conditions, provisions and exclusions of this policy remain the same. U-CA-428-A ON(02-14) Page 3 of 3 hcludes copyrighted material of Insurance Services Office,Inc.,with its permission.