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AGMT - Michael Baker International Inc. (Completion of the Local Coastal Program)
PROFESSIONAL SERVICES AGREEMENT for Completion of the Local Coastal Program between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 111 Michael Baker International, Inc. 5 Hutton Centre Drive, Suite 500 Santa Ana, CA 92707 (949) 855-3685 This Professional Service Agreement ("the Agreement') is made as of October 28, 2024 to be effective as of November 1, 2024 (the "Effective Date"), by and between Michael Baker International, Inc., a Pennsylvania Corporation ("Consultant'), and the City of Seal Beach ("City"), a California charter city, (collectively, "the Parties"). City of Seal Beach Professional Services Agreement RECITALS A. City desires certain professional services for the completion of the Local Coastal Program. B. Pursuant to the authority provided by its City Charter and Seal Beach Municipal Code § 3.20.025(C), City desires to retain Consultant to provide professional consulting services in the manner set forth herein and more fully described in Section 1.0. C. Consultant represents that the principal members of its firm are qualified professional planners 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 Consultant's Services 1.1. Scope of Services. In compliance with all terms, conditions and provisions of this Agreement, Consultant shall provide those professional services (collectively "Services") set forth in the "Scope of Services" attached hereto as Exhibit A and incorporated herein by this reference, all to City's reasonable satisfaction. 1.2. Agreement Documents; Order of Precedence. 1.2.1. The Agreement Documents include this Agreement itself, and the "Scope of Services", Exhibit A, includes the Proposal, which is incorporated herein by this reference, together with any additional City standards or specifications or requirements set forth therein. 1.2.2. In the event of any inconsistency or conflict between this Agreement and any Exhibit or incorporated documents, the order of precedence shall be as follows: (i) this Agreement; and then (ii) Exhibit A, and then (iii) Exhibit B (Terms for Compliance with California Labor Law Requirements); and then (iv) Exhibit C (if any); and then (v) Exhibit D (if any); and then (vi) the RFP; and then (vii) the Proposal, shall govern. In the event there is any conflict 2 of 21 City of Seal Beach Professional Services Agreement between the Agreement, on the one hand, and any of the Exhibits, the RFP or the Proposal on the other hand, the Agreement shall govern. 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. The City relies upon the skill of Consultant, and Consultant's staff, if any, to do and perform the Services in a skillful, competent, and professional manner, and Consultant and Consultant's staff, shall perform the Services in such manner. Consultant shall, at all times, meet or exceed any and all applicable professional standards of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City. The acceptance of Consultant's work by the City 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, to the extent required by the standard of practice, 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 the City authorizes such work in advance and in writing. The City Manager may authorize extra work to fund unforeseen conditions up to the amount approved at the time of award by the City Council. Payment for additional work in excess of this amount requires prior City Council authorization. 2.0 Term 2.1. Original Term. The term of this Agreement shall commence on November 13, 2024 and shall remain in full force and effect until October 31, 2027 unless sooner terminated as provided in Section 5.0 of this Agreement. 2.2. The City, at its sole option, may elect to extend the Original Term of this Agreement, upon the same terms and conditions, for up to two 3 of 21 City of Seal Beach Professional Services Agreement additional terms of one year each ("extension"), by providing written notice to Contractor at least one month prior to the expiration of an existing term. If timely elected by the City, the first extension shall have a term extending from November 1, 2027 through and including October 31, 2028 unless sooner terminated or extended pursuant to this Agreement. If timely elected by the City, the second extension shall be from November 1, 2028 through and including October 31, 2029 unless sooner terminated pursuant to this Agreement. Any extension shall not be effective except upon execution of a written amendment to this Agreement signed by the City Manager and Contractor's authorized representatives. 3.0 Consultant's Compensation 3.1. City will pay Consultant for Services performed in accordance with the hourly rates shown in the fee schedule set forth in the Scope of Services Exhibit A and the Standard Hourly Rates set forth in the consultant proposal, but in no event will the City pay more than the total not -to -exceed amount of $450,000 (four hundred and fifty thousand dollars) for the term 3.2. In the event that City elects to extend the Original Term in accordance with Section 2.2 of this Agreement, City will pay Consultant in accordance with the hourly rates shown on the fee schedule set forth in Exhibit A for Services but in no event will the City pay more than the total not -to -exceed the original amount of $450,000 (four hundred and fifty thousand dollars). 4.0 Method of Payment 4.1. Consultant shall submit to City monthly invoices for all Services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end of the month during which the Services were rendered and shall describe in detail the Services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the Services performed for each day in the period. City will pay Consultant within 30 days of receiving Consultant's invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Consultant. 4.2. Upon 24-hour notice from City, Consultant shall allow City or City's agents or representatives to inspect at Consultant's offices during reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this Agreement. City's rights under this Section 4.2 shall survive for three (3) years following the termination of this Agreement. 4of21 City of Seal Beach Professional Services Agreement 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 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 the date of termination indicated in the notice of termination issued pursuant to Subsection 5.1 or 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 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 City Manager is the City's representative for purposes of this Agreement. 5of21 City of Seal Beach Professional Services Agreement 6.2. Richard Beck is the Consultant's primary representative for purposes of this Agreement. Richard Beck 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 7.3. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the United States Mail, first class postage prepaid and addressed to the party at the following addresses: To City: City of Seal Beach 211 -8th Street Seal Beach, California 90740 Attn: City Manager To Consultant: Michael Baker International, Inc. 5 Hutton Centre Drive, Suite 500 Santa Ana, CA 92707 Attn: Richard Beck 7.4. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 8.0 Permits and Licenses Consultant and all of Consultant's employees and other personnel shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of the Services under this Agreement, including a business license as required by the Seal Beach Municipal Code. 9.0 Independent Contractor 9.1. Consultant is an independent contractor and not an employee of the City. All work or other Services provided pursuant to this Agreement shall be performed by Consultant or by Consultant's employees or other personnel under Consultant's supervision. Consultant will determine the means, methods, and details by which Consultant's employees and other personnel will perform the Services. Consultant shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Services and compliance with the customary professional standards. 6of21 City of Seal Beach Professional Services Agreement 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, 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 such Services. City may make a computer available to Consultant from time to time for Consultant's personnel to obtain information about or to check on the status of projects pertaining to the Services under this Agreement. 9.3. Consultant shall be responsible for and pay all wages, salaries, benefits and other amounts due to Consultant's personnel in connection with their performance of any Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, other retirement or pension benefits, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Notwithstanding any other agency, State, or federal policy, rule, regulation, statute or ordinance to the contrary, Consultant and any of its officers, employees, agents, and subcontractors providing any of the Services under this Agreement shall not become entitled to, and hereby waive any claims to, any wages, salaries, compensation, benefit or any incident of employment by City, including but not limited to, eligibility to enroll in, or reinstate to membership in, the California Public Employees Retirement System ("PERS") as an employee of City, and entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits. 9.4. Consultant shall defend, indemnify and hold harmless City, its elected and appointed officials, officers, employees, 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 7of21 City of Seal Beach Professional Services Agreement 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"), 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 City, its elected and appointed officials, officers, employees, 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, specifications, photographs, images, images, ideas, concepts, designs including but not limited to website designs, source code, object code, computer files, electronic data and/or files, other media of any kind whatsoever, and any other documents and written material of any kind, created, 8of21 City of Seal Beach Professional Services Agreement developed 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. 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, 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 shall survive the expiration and/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 9of21 City of Seal Beach Professional Services Agreement 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 in the performance of this Agreement are deemed 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 requires disclosure. Consultant, its officers, employees, agents, and/or subcontractors shall not without written authorization from the City Manager or unless requested in writing by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the Services performed under this Agreement or relating to any project or property located within the City. Response to a subpoena or court order shall not be considered "voluntary," provided Consultant gives City timely notice of such court order or subpoena. 12.2. Consultant shall promptly notify City should Consultant, its officers, employees, agents 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 the City. City may, but has no obligation to, represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, City's right to review any such response does not imply or mean the right by City to control, direct or rewrite the response. 12.3. Consultant's covenants and obligations under this Section shall survive the termination or expiration of this Agreement. 13.0 Subcontractors 10 of 21 City of Seal Beach Professional Services Agreement No portion of this Agreement shall be subcontracted without the prior written approval of the City. Consultant is fully responsible to City for the performance of any and all subcontractors. Authorized subcontracts, if any, shall contain a provision making the subcontractor subject to all requirements 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 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. At all times during regular business hours, Consultant shall provide City with free access to such records, and the right to examine and audit the same and to make copies and transcripts as City deems necessary, and shall allow inspection of all program data, information, documents, proceedings and activities and all other matters related to the performance of the Services under this Agreement. Consultant shall retain all financial and program service records and all other records related to the Services and performance of this Agreement for at least three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. City's rights under this Section 15.0 shall survive for three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. 16.0 Safety Requirements All work performed under this Agreement shall be performed in such a manner as to provide safety to the public and to meet or exceed the safety standards outlined by CAL OSHA and other applicable state and federal laws. City may issue restraint or cease and desist orders to Consultant when unsafe or harmful acts are observed or reported relative to the performance of the Services. Consultant shall maintain the work sites free of hazards to persons and property resulting from its operations. Consultant shall immediately report to the City any hazardous condition noted by Contractor. 11 of 21 City of Seal Beach Professional Services Agreement 17.0 Insurance 17.1. General Requirements. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that Consultant has secured all insurance required under this Section. 17.2. Minimum Scope and Limits of Insurance. Consultant shall, at its sole cost and expense, procure, maintain and keep in full force and effect for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement, as follows: 17.2.1. Commercial General Liability Insurance: Consultant shall maintain limits no less than $2,000,000 per occurrence for bodily injury, personal injury and property damage; and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit: Coverage shall be at least as broad as the latest version of Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). If Consultant is a limited liability company, the commercial general liability coverage shall be amended so that Consultant and its managers, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds; 17.2.2. Automobile Liability Insurance: Consultant shall maintain limits no less than $1,000,000 per accident for bodily injury and property damage. Coverage shall be at least as broad as Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto). 17.2.3. Workers' Compensation Insurance in the amount required by law; and Employer's Liability: with minimum limits of $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. 12 of 21 City of Seal Beach Professional Services Agreement 17.3. Acceptability of Insurers. The Insurance policies required under this Section shall be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. 17.4. Additional Insured. 17.4.1. For general liability insurance, City, its elected and appointed officials, officers, employees, agents, 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, volunteers and those City agents serving as independent contractors in the role of City officials, shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible. 17.4.3. These additional insured provisions shall also apply to any excess/umbrella liability policies. 17.5. Cancellations or Modifications to Coverage. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by City to state: (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, volunteers, and those City agents serving as independent contractors in the role of City officials; 17.6. Primary and Non -Contributing. Coverage shall be primary insurance as respects the City, its elected and appointed officials, officers, employees, agents, 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 the City, its elected and appointed officials, officers, employees, agents. 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; 13 of 21 City of Seal Beach Professional Services Agreement 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, 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, 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 and its elected and appointed officials, officers, employees, agents, 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 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 14 of 21 City of Seal Beach Professional Services Agreement shall be received and approved by the 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. Indemnity Requirements Not Limiting. Procurement of insurance by Consultant shall not be construed as a limitation of Consultant's liability or as full performance of Consultant's duties under any provision of this Agreement. 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. Contractor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Services. If 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 and its elected and appointed officials, officers, attorneys, agents, employees, 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 15 of 21 City of Seal Beach Professional Services Agreement notices, liens and losses of any nature whatsoever, including but not limited to fees of accountants, attorneys and other professionals, and all costs associated therewith, and the payment of all consequential damages (collectively "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 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 indemnities, 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, 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 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, agents, 16 of 21 City of Seal Beach Professional Services Agreement employees, volunteers and those City agents serving as independent contractors in the role of City officials. 18.4. Insurance Requirements Not Limiting. City does not, and shall not, waive any rights that it may possess against Consultant because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. The indemnities and obligations in this 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. 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 employee, applicants for employment, contractors, subcontractors or subconsultants because of race, religion, color, national origin, handicap, ancestry, sex, gender, sexual orientation, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, 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 any of City's elected or appointed officials, officers, employees, consultants, contractors, subcontractors, or subconsultants on any such 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 17 of 21 City of Seal Beach Professional Services Agreement This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both Parties. 23.0 Severability The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement. 24.0 Governing Law and Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California, except that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in interpreting this Agreement. 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). 25.0 No Third Party Beneficiaries This Agreement is made solely for the benefit of the Parties to this Agreement and their respective successors and assigns, and no other person or entity shall be deemed to have any rights hereunder against either party by virtue of this Agreement. 26.0 Waiver No delay or omission to exercise any right, power or remedy accruing to City under this Agreement shall impair any right, power or remedy of City, nor shall it be construed as a waiver of, or consent to, any breach or default. No waiver of any breach, any failure of a condition, or any right or remedy under this Agreement shall be (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. 27.0 Prohibited Interests; Conflict of Interest 27.1. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner 18 of 21 City of Seal Beach Professional Services Agreement with the performance of the Services. Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant "financially interested" (as provided in California Government Code §§ 1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained. 27.2. Consultant further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Nor has Consultant paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift. 27.3. Consultant warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, non - contractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in this Section. 28.0 Final Payment Acceptance Constitutes Release The acceptance by Consultant of the final payment made under this Agreement shall operate as and be a release of City from all claims and liabilities for compensation to Consultant for anything done, furnished or relating to Consultant's work or services. Acceptance of payment shall be any negotiation of City's check or the failure to make a written extra compensation claim within ten calendar days of the receipt of that check. However, approval or payment by City shall not constitute, nor be deemed, a release of the responsibility and liability of Consultant, its employees, subcontractors and agents for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by City for any defect or error in the work prepared by Consultant, its employees, subcontractors and agents. 29.0 Corrections 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, 19 of 21 City of Seal Beach Professional Services Agreement and the cost thereof shall be charged to Consultant. In addition to all other available remedies, City may deduct the cost of such correction from any retention amount held by City or may withhold payment otherwise owed Consultant under this Agreement up to the amount of the cost of correction. 30.0 Non -Appropriation of Funds Payments to be made to Consultant by City for any Services performed within the current fiscal year are within the current fiscal budget and within an available, unexhausted fund. In the event that City does not appropriate sufficient funds for payment of Consultant's Services beyond the current fiscal year, this Agreement shall cover payment for Consultant's Services only to the conclusion of the last fiscal year in which City appropriates sufficient funds and shall automatically terminate at the conclusion of such fiscal year. 31.0 Mutual Cooperation 31.1. City's Cooperation. City shall provide Consultant with all pertinent Data, documents and other requested information as is reasonably available for Consultant's proper performance of the Services required under this Agreement. 31.2. Consultant's Cooperation. Consultant agrees to work closely and cooperate fully with City's representative and any other agencies that may have 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. 32.0 Time of the Essence Time is of the essence in respect to all provisions of this Agreement that specify a time for performance; provided, however, that the foregoing shall not be construed to limit or deprive a Party of the benefits of any grace or use period allowed in this Agreement. 33.0 Attorneys' Fees If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party all of its attorneys' fees and other costs incurred in connection therewith. 34.0 Titles and Headings 20 of 21 City of Seal Beach Professional Services Agreement 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. 35.0 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. 36.0 Corporate Authority The person executing this Agreement on behalf of Consultant warrants that he or she is duly authorized to execute this Agreement on behalf of said party and that by his or her execution, the Consultant is formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. CITY OF SEAL BEACH By: ' 44407-1-1— Patrick Gallegos, Acting City Manager Atte: By: CONSULTANT: Michael Baker International, Inc., a Pennsylvania Corporation By: KIMmciA1" P. Approved as to Form: By::6'�._. — Nicholas Ghirelli, City Attorney City of Seal Beach Professional Services Agreement Corporations Code Section 393 from each of the following categories: (i) the chairperson of the board, the president or any vice president, and (ii) the secretary, any assistant secretary, the chief financial officer or any assistant treasurer of such corporation.) PROOF OF AUTHORITY TO BIND CONTRACTING PARTY REQUIRED 21 of 21 K EXHIBIT SCOPE OF SERVICES City of Seat Beach Professional Services Agreement We Make o Difference I N T E R N AT 1 0 N A L Scope of Services and Cost Proposal TO: Alexa Smittle, Community Development Director, City of Seal Beach FROM: Noelle Anderson, Project Manager, Michael Baker International Michael Yaffe, Department Manager — Planning, Michael Baker International Richard Beck, Practice Executive/Vice President Michael Baker International DATE: September 26, 2024 SUBJECT: Supplemental Scope for the City of Seal Beach LCP Update Michael Baker International, Inc. (Michael Baker) is pleased to submit the following scope and fee to the City of Seal Beach, for use in future California Coastal Commission (CCC) grant funding opportunities. Michael Baker understands the City will be preparing an application through the CCC's Rolling Grant Program, to fund outstanding tasks and deliverables as needed to finalize the City's LCP. Michael Baker also understands the City is interested in supplemental scope items, including additional work products, deliverables, and outreach that would benefit the LCP update. The scope and fee as presented below includes additional rounds of response to comments for both the LUP and Implementation Plan, based on prior experience working with the California Coastal Commission. This scope also includes line items for the Michael Baker Team to assist City staff with local adoption for both components of the LCP (Land Use Plan and Implementation Plan). In addition, Michael Baker has added a new taskto cover project management and both internal/external meetings overthe grant period of performance. Michael Baker welcomes further discussion regarding the scope and looks forward to finalizing our agreement based on the City's needs. SCOPE OF SERVICES Task 1: Land Use Plan — Finalization Task 1.1, Kick -Off Meeting and Background Data Review The Michael Baker team will facilitate a virtual kick-off meeting on behalf of the City, with representatives from the California Coastal Commission (CCC). The purpose of this kick-off meeting is to re-engage partners at the CCC, present the grant terms, and finalize schedule (including anticipated review times and deliverable turn around with the CCC). The Michael Baker team will host the virtual kick-off meeting via Microsoft Teams (or similar) and will be responsible for distributing a meeting agenda and related collateral. Within ten business days of the kick-off meeting, Michael Bakerwill distribute meeting minutes and action items to summarize the outcomes of this meeting. This task also includes the Michael Baker team conducting a background data review of all related CCC comments and deliverables related to the Land Use Plan (LUP) and Implementation Plan (LIP) submittals We Make O Difference INTERNATIONAL from May 2023. The Michael Baker team will also compile relevant background documents or data that have been updated since the previous iteration of the LUP, for use in Task 1.2 below. Task 1.2, Response to 2nd Round of Coastal Commission Review and Comment The Draft Land Use Plan (including all applicable exhibits and appendices) was previously electronically submitted to Coastal Commission in December 2019 and May 2023 for review and comment by CCC staff. Our team has received redlines for two chapters from the May 2023 submittal and anticipates receiving the rest of CCC comment/feedback by June 2024. Based on turn over with CCC staff and the nature of existing comments received on the May 2023 draft, the Michael Baker team anticipates this task (Task 1.2, Response to 2nd Round of Coastal Commission Review and Comment) and the following task (Task 1.3, Response to 3'd Round of Coastal Commission Review and Comment) to adequately respond to all comments and redlines. The Michael Baker team will review all redlines from CCC in one consolidated file to make recommendations on received redlines/comments for either incorporation or further discussion. This task includes two virtual working meetings with Michael Baker staff and City staff for redlines/comments that require further discussion. The Michael Baker team will utilize a secure SharePoint file for coordination between the City and consultant team, and all changes to the LUP will be documented in redline/strikeout for record keeping. This task also includes two virtual meetings with CCC to review/discuss received comments and collaborate on mutually agreed-upon solutions for Seal Beach. Michael Baker will work with the City to resubmit the LUP to CCC staff electronically, including both a clean PDF LUP and redline/strike out files in Microsoft Word. Task 1.3, Response to 3' Round of Coastal Commission Review and Comment Based on the nature of received comments on the May 2023 LUP, the M ichael Baker team anticipates CCC staff submitting a 3rd round of review/comments on the City LUP. This task includes the Michael Baker team reviewing all redlines from CCC in one consolidated file to make recommendations on received comments for either incorporation or further discussion. This task includes two virtual working meetings with Michael Baker staff and City staff for redlines/comments that require further discussion. The Michael Baker team will utilize a secure SharePoint file for coordination between the City and consultant team, and all changes to the LUP will be documented in redline/strikeout for record keeping. This task also includes two virtual meetings with CCC to review/discuss received comments and collaborate on mutually agreed-upon solutions. Michael Baker will work with the City to resubmit the LUP to CCC staff electronically, including both a clean PDF LUP and redline/strikeout files in Microsoft Word. Additional rounds of Coastal Commission review/comment are excluded from this scope and fee. Task 1. 4, Planning Commission/City Council Study Session Michael Baker will support City staff with one (1) study session with the City Council and one (1) study session with the Planning Commission. The purpose of the study session is to discuss the preparation process of the LUP, along with key findings from both deliverables. Our team will also discuss the LUP within the larger context of the LCP update and other key CCC policy areas of concern. A minimum of two (2) Michael Baker staff members will be available to answer technical questions related to the LUP or the We Make a Difference I N T E R N A T 1 0 N A L LCP update. Michael Baker will work with the City to prepare a presentation and handouts for City Council and Planning Commission staff. It is recommended that study sessions with the Planning Commission and City Council occur concurrently with Task 1.2, so relevant comments/feedback may be incorporated into the 2nd Round of Coastal Commission Review/Comment edits. Task 1.5, LUP Local Adoption Michael Bakerwill support City staff with one (1) local LUP adoption hearingwith the Planning Commission and one (1) local adoption hearing with the City Council. Michael Baker team members will be available to answer technical questions related to the LUP and overall LCP update. A minimum of two (2) Michael Baker staff members will support City staff in presenting the LUP for local adoption. Michael Baker will work with the City staff to prepare a presentation and supporting handouts. Michael Baker staff will also provide one round of review and comment on the Staff Report, prepared by the City Project Manager or other Community Development staff. This task assumes no further significant or substantial revisions to the LUP will be required based on comments or feedback received by either the Planning Commission or City Council. Task 2: Implementation Plan Preparation and Finalization Task 2. 1, Prepare Administrative Draft Implementation Plan An Implementation Plan shall be prepared for review and incorporation into the Final Local Coastal Program, in accordance with the Coastal Commission LCP Update Guide — Updating LCP Implementation Plan Procedures. The City seeks to integrate the Implementation Plan as part of the Seal Beach Municipal Code. The Implementation Plan will establish a Coastal Development Permit Ordinance to identify procedures for processing permits at the local level following Local Coastal Program certification. Additionally, the Implementation Plan will incorporate regulations from existing Specific Plans within the Coastal Zone. Michael Baker will prepare an administrative draft for two rounds of City review and comment, prior to preparing the public review draft Implementation Plan. This task also includes two virtual meetings with City and Michael Baker team members to discuss ongoing procedures and deliverable updates. Task 2.2, Prepare Public Review Draft Implementation Plan The Michael Baker team will incorporate all received comments and feedback from City staff into a public review draft Implementation Plan, for distribution to CCC staff during a 90 -day review and comment period. Simultaneously, the Implementation Plan shall be electronically posted and noticed for public review and comment. The City will be responsible for collecting public review comments, for incorporation into to the Implementation Plan (if applicable). The Michael Baker team assumes CCC staff comments will be distributed in one consolidated file, for review and feedback in the following tasks. We Make a Difference I N T E R N A T 1 0 N A L Task 2.3, Response to 1" Round of Coastal Commission Review/Comment The Michael Baker team will review all redlines from CCC in one consolidated file to make recommendations on received redlines/comments for either incorporation or further discussion. This task includes two virtual working meetings with Michael Baker staff and City staff for redlines/comments that require further discussion. The Michael Baker team will utilize a secure SharePoint file for coordination between the City and consultant team, and all changes to the Implementation Plan will be documented in redline/strikeout for record keeping. This task also includes two virtual meetings with CCC to review/discuss received comments and collaborate on mutually agreed-upon solutions for Seal Beach. Michael Baker will work with the City to resubmit the Implementation Plan to CCC staff electronically, including both a clean PDF LUP and redline/strikeout files in Microsoft Word. Task 2.4, Response to 2"d Round of Coastal Commission Review/Comment Based on previous experience with CCC review of Seal Beach LCP deliverables, we assume two rounds of review and response to comment will be required prior to finalizing the Implementation Plan. This task includes the Michael Baker team reviewing all redlines from CCC in one consolidated file to make recommendations on received redlines/comments for either incorporation of further discussion. This task includes two virtual working meetings with Michael Baker staff and City staff for redlines/comments that require further discussion. The Michael Baker team will utilize a secure SharePoint file for coordination between the City and consultant team, and all changes to the Implementation Plan will be documented in redline/strikeout for record keeping. This task also includes two virtual meetings with CCC to review/discuss received comments and collaborate on mutually agreed-upon solutions. Michael Baker will work with the City to resubmit the Implementation Plan to CCC staff electronically, including both a clean PDF LUP and redline/strikeout files in Microsoft Word. Additional rounds of Coastal Commission review/comment are excluded from this scope and fee. Task 2.5, Planning Commission/City Council Study Session Michael Baker will support City staff with one (1) study session with the City Council and one (1) study session with the Planning Commission. The purpose of the study session is to discuss the preparation process of the Implementation Plan, along with key findings from the deliverables. Our team will also discuss the Implementation Plan within the larger context of the LCP update and other key CCC policy areas of concern. A minimum of two (2) Michael Baker staff members will be available to answer technical questions related to the Implementation Plan, or the LCP update. Michael Baker will work with the City to prepare a presentation and handouts for City Council and Planning Commission staff. Task 1.5, Implementation Plan Local Adoption Michael Baker will support City staff with one (1) Implementation Plan adoption hearing with the Planning Commission and one (1) local adoption hearing with the City Council. Michael Baker team members will be available to answer technical questions related to the Implementation Plan and overall LCP update. A minimum of two (2) Michael Baker staff members will support City staff in presenting the Implementation Plan for local adoption. Michael Baker will work with the City staff to prepare a presentation and supporting handouts. Michael Baker staff will also provide one round of review and comment on the Staff Report, prepared by the City Project Manager or other Community Development staff. This task assumes We Make o Difference INTERNATIONAL no further significant or substantial revisions to the Implementation will be required based on comments or feedback received by either the Planning Commission or City Council. Task 3 — Project Management and Meetings Task 3.1, Invoicing and Quarterly Reporting The Michael Baker Project Manager (Noelle Anderson) will assist the City in preparing and submitting quarterly grant reports tracking milestone progress and completion. Once per quarter, Michael Baker shall provide an electronic summary document outlining task progress, key submittals, and other project notes to the City for review. The City will retain responsibility for submittal to the CCC. Task 3.2, Internal Coordination and Meetings Michael Baker will be available for on-going in-person and virtual meetings with the City, to discuss key project deliverables, schedule, and other major milestones. Michael Baker will prepare meeting collateral, including agenda, meeting minutes, and other materials required for discussion. This task assumes a maximum of sixteen (16) internal coordination meetings over the grant period of performance. Task 3.3, External Coordination and Meetings Michael Baker will be available for on-going virtual meetings with the City and CCC (or other external stakeholders) to discuss LCP content, receive feedback/input, and discuss schedule/major milestones. Michael Baker will prepare meeting collateral, including an agenda, meeting minutes, and other materials required for discussion. This task assumes a maximum of sixteen (16) external coordination meetings over the grant period of performance. Proposed Fee Michael Baker will complete these services for a fixed fee, not -to -exceed $450,000.00. A cost breakdown by sub -task is attached to this letter proposal as Attachment A. Task Description Fee 1.0 Land Use Plan Finalization $160,686.00 2.0 Implementation Plan Preparation and Finalization $218,302.00 3.0 Project Management $67,752.00 ODC Other Direct Costs (ODCs) $3,260.00 TOTAL $450,000.00 We Moke o Difference I N T E R N A T 1 0 N A L Schedule Michael Baker is available to initiate work as soon as notice to proceed is issued. The term for the above scope of work is anticipated to occur over a three-year period. Michael Baker will provide a detailed schedule at the time of project kick-off. The schedule for key deliverables is included below: • Kick -Off Meeting: NTP + 1 week • LUP - Response to 2nd Round of Coastal Commission Comments: NTP + 6 months • LUP - Response to 3'd Round of Coastal Commission Comments: NTP + 1 year • Implementation Plan —Administrative Draft: NTP + 1 year and 6 months • Implementation Plan —1st Round of Coastal Commission Comments: NTP + 2 year • Implementation Plan — 2nd Round of Coastal Commission Comments: NTP + 2 year and 6 months • Internal/External Meetings and Coordination: Ongoing The scope, schedule and budget was prepared based on existing policy and LCP guidance published at the time of this writing. If CCC policies and procedures change during the project lifecycle, we would welcome the opportunity to revisit adjustments to ensure our approach meets the needs of both the City and CCC. Sincerely, MICHAEL BAKER INTERNATIONAL, INC. '26, V2010 Richard Beck, Principal -in -Charge Vice President - Practice Executive (949) 855-3687 rbeck@mbakerintl.com Noelle Anderson, Project Manager Planning/Environmental Services (949)633-6183 noelle.anderson@mbakerintl.com We Make o Difference INTERNATIONAL Attachment A, Hourly Fee Schedule TO: Alexa Smittle, Community Development Director, City of Seal Beach FROM: Noelle Anderson, Project Manager, Michael Baker International Michael Yaffe, Department Manager—Planning, Michael Baker International Richard Beck, Practice Executive/Vice President Michael Baker International DATE: November 5, 2024 SUBJECT: Hourly Fee Schedule for Michael Baker International 2025 — 2028 Title Hourly Rate Principal in Charge $300 QA/QC $ 270 Project Manager $195 Senior Planner $195 Coastal Planner II $160 Coastal Planner 1 $140 GIS Analyst $140 Admin Support $100 Hourly rates are subject to change after the contract term expires in 2028. 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 City of Seal Beach Professional Services Agreement Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform City of the location of the records. 8. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6 and 1777.7 and California Code of Regulations, Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Consultant shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within 60 days after concluding work pursuant to this Agreement, Consultant and each of its subcontractors shall submit to City a verified statement of the journeyman and apprentice hours performed under this Agreement. 9. Consultant shall not perform work with any Subcontractor that has been debarred or suspended pursuant to California Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. Consultant and subcontractors shall not be debarred or suspended throughout the duration of this Contract pursuant to Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. If Consultant or any subcontractor becomes debarred or suspended during the duration of the project, Consultant shall immediately notify City. 10. Consultant acknowledges that eight hours labor constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code Section 1810. Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. Consultant shall, as a penalty to City, forfeit $25.00 for each worker employed in the performance of this Agreement by Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code Section 1815, work performed by employees of Consultant in excess of eight hours per day, and 40 hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of eight hours per day at not less than one and one-half times the basic rate of pay. 11. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Consultant hereby certifies as follows.. "I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract." City of Seal Beach Professional Services Agreement 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 and independent contractors serving in the role of City officials, and volunteers from and against any demand or claim for damages, compensation, fines, penalties or other amounts arising out of or incidental to any acts or omissions listed above by any person or entity (including Consultant, its subcontractors, and each of their officials, officers, employees and agents) in connection with any work undertaken or in connection with the Agreement, including without limitation the payment of all consequential damages, attorneys' fees, and other related costs and expenses. All duties of Consultant under this Section shall survive the termination of the Agreement. City of Seal Beach Professional Services Agreement We Moke o Difference INTERNATIONAL no further significant or substantial revisions to the Implementation will be required based on comments or feedback received by either the Planning Commission or City Council. Task 3 — Project Management and Meetings Task 3. 1, Invoicing and Quarterly Reporting The Michael Baker Project Manager (Noelle Anderson) will assist the City in preparing and submitting quarterly grant reports tracking milestone progress and completion. Once per quarter, Michael Baker shall provide an electronic summary document outlining task progress, key submittals, and other project notes to the City for review. The City will retain responsibility for submittal to the CCC. Task 3.2, Internal Coordination and Meetings Michael Baker will be available for on-going in-person and virtual meetings with the City, to discuss key project deliverables, schedule, and other major milestones. Michael Baker will prepare meeting collateral, including agenda, meeting minutes, and other materials required for discussion. This task assumes a maximum of sixteen (16) internal coordination meetings over the grant period of performance. Task 3.3, External Coordination and Meetings Michael Baker will be available for on-going virtual meetings with the City and CCC (or other external stakeholders) to discuss LCP content, receive feedback/input, and discuss schedule/major milestones. Michael Baker will prepare meeting collateral, including an agenda, meeting minutes, and other materials required for discussion. This task assumes a maximum of sixteen (16) external coordination meetings over the grant period of performance. Proposed Fee Michael Baker will complete these services for a fixed fee, not -to -exceed $450,000.00. A cost breakdown by sub -task is attached to this letter proposal as Attachment A. Task Description Fee 1.0 Land Use Plan Finalization $160,686.00 2.0 Implementation Plan Preparation and Finalization $218,302.00 3.0 Project Management $67,752.00 ODC Other Direct Costs (ODCs) $3,260.00 TOTAL $450,000.00 We Make a Difference INTERNATIONAL Schedule Michael Baker is available to initiate work as soon as notice to proceed is issued. The term for the above scope of work is anticipated to occur over a three-year period. Michael Baker will provide a detailed schedule at the time of project kick-off. The schedule for key deliverables is included below: • Kick -Off Meeting: NTP + 1 week • LUP - Response to 2"d Round of Coastal Commission Comments: NTP + 6 months • LUP - Response to 3'd Round of Coastal Commission Comments: NTP + 1 year • Implementation Plan —Administrative Draft: NTP + 1 year and 6 months • Implementation Plan — 1S` Round of Coastal Commission Comments: NTP + 2 year • Implementation Plan — 2nd Round of Coastal Commission Comments: NTP + 2 year and 6 months • Internal/External Meetings and Coordination: Ongoing The scope, schedule and budget was prepared based on existing policy and LCP guidance published at the time of this writing. If CCC policies and procedures change during the project lifecycle, we would welcome the opportunity to revisit adjustments to ensure our approach meets the needs of both the City and CCC. Sincerely, MICHAEL BAKER INTERNATIONAL, INC. / A Richard Beck, Principal -in -Charge Vice President - Practice Executive (949) 855-3687 rbeck@mbakerintl.com Noelle Anderson, Project Manager Planning/Environmental Services (949)633-6183 noelle.anderson@mbakerintl.com �1 ® A` ORO CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 09/23/2024 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 Aon Risk Services Central, Inc. Pittsburgh PA Office CONTACT NAME. (A/C. No. Ext): (866) 283-7122 NC : (800) 363-0105 E-MAIL ADDRESS: EQT Plaza ^ Suite 2700 625 Liberty Avenue INSURER(S) AFFORDING COVERAGE NAIL # Pittsburgh PA 15222-3110 USA INSURED INSURER A: Columbia Casualty Company 31127 Michael Baker International, Inc. 9635 Granite Ridge Drive Suite 300 INSURER B: INSURER C: San Diego CA 92123 USA INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570108383549 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. Limits shown are as requested LTR TYPE OF INSURANCE INSD WV]DR I POLICY NUMBERMM/DD/YYY MM/DD/YYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE CLAIMS-MADE❑OCCUR DAMAGE TO RENTED PREMISES Ea occurrence MED EXP (Any one person) PERSONAL& ADV INJURY GEN'LAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE POLICY ❑ PRO- ❑ LOC JECT PRODUCTS - COMP/OP AGG OTHER: AUTOMOBILE LIABILITY BINED SINGLE LIMIT CoEa accident BODILY INJURY ( Per person) ANYAUTO BODILY INJURY (Per accident) OWNED SCHEDULED AUTOS ONLY AUTOS HIREDAUTOS NON -OWNED ONLY AUTOS ONLY PROPERTY DAMAGE Per accident UMBRELLA LIAR EACH OCCURRENCE AGGREGATE EXCESS LIAB HOCCUR CLAIMS -MADE DED RETENTION WORKERS COMPENSATION AND PER STATUTE I OTH- EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR / PARTNER / EXECUVE TI ER E.L. EACH ACCIDENT OFFICEWMEMBER EXCLUDED? ❑ NI A E.L. DISEASE -EA EMPLOYEE (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT A E&O - Technology 652433323 08/30/2024 08/30/2025 Cyber $2,000,000 SIR applies per policy ter s & condi ions SIR $250,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached R more space is required) RE: Seal Beach Grant. 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 AUTHORIZED REPRESENTATIVE 211 8th Street Seal Beach CA 90740 USA 01988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD d CERTIFICATE OF LIABILITY INSURANCED9/29/2024 ATE(MM/DD/YYYY) r THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Aon Risk Services central, Inc. Pittsburgh PA office CONTACT NAME: PHONEFAX (AIC. No. Ext): (866) 283-7122 AIC. No. (800) 363-0105 E-MAIL ADDRESS: EQT Plaza — Suite 2700 625 Liberty Avenue INSURER(S) AFFORDING COVERAGE NAIC # Pittsburgh PA 15222-3110 USA INSURED INSURER A: XL Insurance America Inc 24554 Michael Baker International, Inc. 9635 Granite Ridge Drive suite 300 INSURER 8: Allied world surplus Lines Insurance Co 24319 INSURER C: Zurich American Ins c0 16535 San Diego CA 92123 USA INSURER D: American Guarantee & Liability Ins Co 26247 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570108383611 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. Limits shown are as requested INSR LTR TYPE OF INSURANCE INSAu`uD 01 D POLICY NUMBER POLICY t:" MM/DD/VYY)[I POLICY LXP 1MM/DD/YYYY1 LIMITS X COMMERCIAL GENERAL LIABILITY GLO EACH OCCURRENCE $2,000,000 CLAIMS-MADENTED x]OCCUR PREMISES DAMAGE T(:Eaoccurrence $1,000,000 MED EXP (Any one person) $10,000 PERSONAL & ADV INJURY $2,000,000 m GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 POLICY ❑X JE � ❑X LOC GO 0 PRODUCTS - COMP/OP AGG $4 , 000 , 000 OTHER: SIR/Deductible $250,000 0 CBAP AUTOMOBILE LIABILITY 4197284 03 08/30/2024 08/30/2025 COMBINED SINGLE LIMIT Ea accident $2,000,000 BODILY INJURY ( Per person) X ANYAUTO Z BODILY INJURY (Per accident) OWNED SCHEDULED d AUTOS ONLY AUTOS X HIREDAUTOS X NON -OWNED V PROPERTY DAMAGE Per accident ONLY AUTOS ONLY Deductible $100,000 d D X UMBRELLA LIAB X OCCUR AUc053258206 08/30/2024 08/30/2025 EACH OCCURRENCE $10,000,000 O EXCESS LIAB CLAIMS -MADE AGGREGATE $10,000,000 DED I X RETENTION$10, 000 C WORKERS COMPENSATION AND wc419728203 08/30 2024 08/30/2025 X I PER STATUTE OTH- ER EMPLOYERS' LIABILITY Y/ N AOS E.L. EACH ACCIDENT $1,000,000 C ANYPROPRIETOR/PARTNER/EXECUTIVE N/A wc419728503 08/30/2024 08/30/2025 OFFICER/MEMBEREXCLUDED? (Mandatory in NFQ wI E.L. DISEASE -EA EMPLOYEE S1,000,000 Its, describe under DESCRIPTION OF OPERATIONS below —_ E.L. DISEASE -POLICY LIMIT S1,000,000 B E&O - Professional Liability 03124806 08/30/2024 08/30/2025 Per Claim $1,000,000 - Primary Claims Made Aggregate $1,000,000 SIR applies per policy terns &condi ions SIR/Deductible $200,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: seal Beach Grant. City, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents acting as independent contractors in the role of City officials are included as Additional Insured in accordance with the policy provisions of the General Liability, and Automobile Liability policies. General Liability and Automobilef Liability policies evidenced herein are Primary and Non-contributory to other insurance available to Additional Insured, but tir only in accordance with the policy's provisions. A waiver of Subrogation. granted in favor of City, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents acting as independent contractors in the role of City officials in accordance with the policy provisions of the General Liability, Automobile Liability, Umbrella L 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 AUTHORIZED REPRESENTATIVE 211 8th Street seal Beach CA 90740 USA i�%GrLLfC �sGueFerd �G ✓9sa 01988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 570000027699 LOC #: A�Ro® ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY Aon Risk services Central, Inc. NAMEDINSURED Michael Baker International, Inc. POLICY NUMBER See Certificate Number: 570108383611 CARRIER See Certificate Number: 570108383611 NAIC CODE EFFECTIVE DATE ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Additional Description of Operations / Locations / Vehicles: Liability, Professional Liability and workers' Compensation policies. should General Liability, Automobile Liability and workers' Compensation policies be cancelled before the expiration date thereof, the policy provisions of each policy will govern how notice of cancellation may be delivered to certificate holders in accordance with the policy provisions of each policy. ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 0 Blanket Notification to Others of Cancellation ZURICH or Non -Renewal THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Policy No. GLO 4197281-03 Effective Date: 08/30/2024 This endorsement applies to insurance provided under the: Commercial General Liability Coverage Part A. If we cancel or non -renew this Coverage Part by written notice to the first Named Insured, we will mail or deliver notification that such Coverage Part has been cancelled or non -renewed to each person or organization shown in a list provided to us by the first Named Insured if you are required by written contact or written agreement to provide such notification. Such list: 1. Must be provided to us prior to cancellation or non -renewal; 2. Must contain the names and addresses of only the persons or organizations requiring notification that such Coverage Part has been cancelled or non -renewed, and 3. Must be in an electronic format that is acceptable to us. B. Our notification as described in Paragraph A. of this endorsement will be based on the most recent list in our records as of the date the notice of cancellation or non -renewal is mailed or delivered to the first Named Insured. We will mail or deliver such notification to each person or organization shown in the list: 1. Within 10 days of the effective date of the notice of cancellation, if we cancel for non-payment of premium; or 2. At least 30 days prior to the effective date of: a. Cancellation, if cancelled for any reason other than nonpayment of premium; or b. Non -renewal, but not including conditional notice of renewal, unless a greater number of days is shown in the Schedule of this endorsement for the mailing or delivering of such notification with respect to Paragraph B.1. or Paragraph 6.2. above. C. Our mailing or delivery of notification described in Paragraphs A. and B. of this endorsement is intended as a courtesy only. Our failure to provide such mailing or delivery will not: 1. Extend the Coverage Part cancellation or non -renewal date; 2. Negate the cancellation or non -renewal; or 3. Provide any additional insurance that would not have been provided in the absence of this endorsement. U -GL -1521-B CW (01/19) Page 1 of 2 Includes copyrighted material of Insurance Services Office, Inc., with its permission. D. We are not responsible for the accuracy, integrity, timeliness and validity of information contained in the list provided to us as described in Paragraphs A. and B. of this endorsement. SCHEDULE The total number of days for mailing or delivering with respect to Paragraph B.1. of „ this endorsement is amended to indicate the following number of days: The total number of days for mailing or delivering with respect to Paragraph B.2. of ** this endorsement is amended to indicate the following number of days: " If a number is not shown here, 10 days continues to apply. ** If a number is not shown here, 30 days continues to apply. All other terms and conditions of this policy remain unchanged. U -GL -1521-B CW (01/19) Page 2 of 2 Includes copyrighted material of Insurance Services Office, Inc., with its permission. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY U -WC -3078-A CW (08/17) CANCELLATION AND NONRENEWAL NOTICE ENDORSEMENT A. Part Six — Conditions, Paragraph D.2. is replaced by the following: D. Cancellation 2. We may cancel this policy. We must mail or deliver to you not less than 90 days advance written notice stating when the cancellation is to take effect except for cancellation for non-payment of premium. If we cancel this policy for non-payment of premium we must mail or deliver to you not less than ten days advance written notice. Mailing that notice to you at your mailing address shown in Item 1 of the Information Page will be sufficient to prove notice. B. Part Six — Conditions, Paragraph F. is added. F. Nonrenewal Notice We will mail or deliver to you not less than 90 days advance written notice of our intention to nonrenew this policy. Mailing that notice to you at your mailing address shown in Item 1 of the Information Page will be sufficient to prove notice. All other terms, conditions, provisions and exclusions of this policy remain the same. U -WC -3078-A CW (08/17) Page 1 of 1 Policy # WC4197282-03 Blanket Notification to Others of Cancellation or Non -Renewal 0 ZURICH Policy No. Eff. Date of Pol. Exp. Date of Pol. Eft Date of End. Producer No. AWL Prem Return Prem. BAP 4197284-03 08/30/2024 08/30/2025 15939000 INCL THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial Automobile Coverage Part A. If we cancel or non -renew this Coverage Part by written notice to the first Named Insured, we will mail or deliver notification that such Coverage Part has been cancelled or non -renewed to each person or organization shown in a list provided to us by the first Named Insured if you are required by written contact or written agreement to provide such notification. However, such notification will not be mailed or delivered if a conditional notice of renewal has been sent to the first Named Insured. Such list: 1. Must be provided to us prior to cancellation or non -renewal; 2. Must contain the names and addresses of only the persons or organizations requiring notification that such Coverage Part has been cancelled or non -renewed; and 3. Must be in an electronic format that is acceptable to us. B. Our notification as described in Paragraph A. of this endorsement will be based on the most recent list in our records as of the date the notice of cancellation or non -renewal is mailed or delivered to the first Named Insured. We will mail or deliver such notification to each person or organization shown in the list: 1. Within seven days of the effective date of the notice of cancellation, if we cancel for non-payment of premium; or 2. At least 30 days prior to the effective date of: a. Cancellation, if cancelled for any reason other than nonpayment of premium; or b. Non -renewal, but not including conditional notice of renewal. C. Our mailing or delivery of notification described in Paragraphs A. and B. of this endorsement is intended as a courtesy only. Our failure to provide such mailing or delivery will not: 1. Extend the Coverage Part cancellation or non -renewal date; 2. Negate the cancellation or non -renewal; or 3. Provide any additional insurance that would not have been provided in the absence of this endorsement. D. We are not responsible for the accuracy, integrity, timeliness and validity of information contained in the list 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 -832-A CW (01/13) Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 0 Additional Insured — Automatic — Owners, Lessees Or ZURICH Contractors THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Policy No. GLO 4197281-03 Effective Date: 08/30/2024 This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part A. Section II — Who Is An Insured is amended to include as an additional insured any person or organization whom you are required to add as an additional insured under a written contract or written agreement executed by you, but only with respect to liability for "bodily injury', "property damage" or "personal and advertising injury' and subject to the following: 1. If such written contract or written agreement specifically requires that you provide that the person or organization be named as an additional insured under one or both of the following endorsements: a. The Insurance Services Office (ISO) ISO CG 20 10 (10/01 edition); or b. The ISO CG 20 37 (10/01 edition), such person or organization is then an additional insured with respect to such endorsement(s), but only to the extent that "bodily injury', "property damage" or "personal and advertising injury' arises out of: (1) Your ongoing operations, with respect to Paragraph 1.a. above; or (2) "Your work", with respect to Paragraph 1.b. above, which is the subject of the written contract or written agreement. However, solely with respect to this Paragraph 1., insurance afforded to such additional insured: (a) Only applies if the "bodily injury', "property damage" or "personal and advertising injury' offense occurs during the policy period and subsequent to your execution of the written contract or written agreement, and (b) Does not apply to "bodily injury" or "property damage" caused by "your work" and included within the "products -completed operations hazard" unless the written contract or written agreement specifically requires that you provide such coverage to such additional insured. 2. If such written contract or written agreement specifically requires that you provide that the person or organization be named as an additional insured under one or both of the following endorsements: a. The Insurance Services Office (ISO) ISO CG 20 10 (07/04 edition); or b. The ISO CG 20 37 (07/04 edition), such person or organization is then an additional insured with respect to such endorsement(s), but only to the extent that "bodily injury', "property damage" or "personal and advertising injury' is caused, in whole or in part, by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf, U -GL -2162-A CW (02/19) Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc., with its permission. in the performance of: (a) Your ongoing operations, with respect to Paragraph 2.a. above; or (b) "Your work" and included in the "products -completed operations hazard", with respect to Paragraph 2.b. above, which is the subject of the written contract or written agreement. However, solely with respect to this Paragraph 2., insurance afforded to such additional insured: (i) Only applies if the "bodily injury", "property damage" or "personal and advertising injury" offense occurs during the policy period and subsequent to your execution of the written contract or written agreement; and (ii) Does not apply to "bodily injury" or "property damage" caused by "your work" and included within the "products -completed operations hazard" unless the written contract or written agreement specifically requires that you provide such coverage to such additional insured. 3. If neither Paragraph 1. nor Paragraph 2. above apply and such written contract or written agreement requires that you provide that the person or organization be named as an additional insured: a. Under the ISO CG 20 10 (04/13 edition, any subsequent edition or if no edition date is specified); or b. With respect to ongoing operations (if no form is specified), such person or organization is then an additional insured only to the extent that "bodily injury", "property damage" or "personal and advertising injury" is caused, in whole or in part by: (1) Your acts or omissions, or (2) The acts or omissions of those acting on your behalf, in the performance of your ongoing operations, which is the subject of the written contract or written agreement. However, solely with respect to this Paragraph 3., insurance afforded to such additional insured: (a) Only applies to the extent permitted by law; (b) Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured; and (c) Only applies if the "bodily injury", "property damage" or "personal and advertising injury" offense occurs during the policy period and subsequent to your execution of the written contract or written agreement. 4. If neither Paragraph 1. nor Paragraph 2. above apply and such written contract or written agreement requires that you provide that the person or organization be named as an additional insured: a. Under the ISO CG 20 37 (04/13 edition, any subsequent edition or if no edition date is specified); or b. With respect to the "products -completed operations hazard" (if no form is specified), such person or organization is then an additional insured only to the extent that "bodily injury" or "property damage" is caused, in whole or in part by "your work" and included in the "products -completed operations hazard", which is the subject of the written contract or written agreement. However, solely with respect to this Paragraph 4., insurance afforded to such additional insured: (1) Only applies to the extent permitted by law; (2) Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured, (3) Only applies if the "bodily injury" or "property damage" occurs during the policy period and subsequent to your execution of the written contract or written agreement; and (4) Does not apply to "bodily injury" or "property damage" caused by "your work" and included within the "products -completed operations hazard" unless the written contract or written agreement specifically requires that you provide such coverage to such additional insured. U -GL -2162-A CW (02/19) Page 2 of 4 Includes copyrighted material of Insurance Services Office, Inc., with its permission. B. Solely with respect to the insurance afforded to any additional insured referenced in Section A. of this endorsement, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or failure to render, any professional architectural, engineering or surveying services including: 1. The preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or 2. Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the 'occurrence' which caused the "bodily injury" or "property damage', or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional architectural, engineering or surveying services. C. Solely with respect to the coverage provided by this endorsement, the following is added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV — Commercial General Liability Conditions: The additional insured must see to it that: (1) We are notified as soon as practicable of an 'occurrence' or offense that may result in a claim; (2) We receive written notice of a claim or "suit" as soon as practicable; and (3) A request for defense and indemnity of the claim or "suit" will promptly be brought against any policy issued by another insurer under which the additional insured may be an insured in any capacity. This provision does not apply to insurance on which the additional insured is a Named Insured if the written contract or written agreement requires that this coverage be primary and non-contributory. D. Solely with respect to the coverage provided by this endorsement: 1. The following is added to the Other Insurance Condition of Section IV — Commercial General Liability Conditions: Primary and Noncontributory insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured provided that: a. The additional insured is a Named Insured under such other insurance; and b. You are required by written contract or written agreement that this insurance be primary and not seek contribution from any other insurance available to the additional insured. 2. The following paragraph is added to Paragraph 4.b. of the Other Insurance Condition under Section IV — Commercial General Liability Conditions: This insurance is excess over: Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing 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 a written contract or written agreement to provide coverage to the additional insured on a primary and non- contributory basis. E. This endorsement does not apply to an additional insured which has been added to this Coverage Part by an endorsement showing the additional insured in a Schedule of additional insureds, and which endorsement applies specifically to that identified additional insured. F. Solely with respect to the insurance afforded to an additional insured under Paragraph A.3. or Paragraph A.4. of this endorsement, the following is added to Section III — Limits Of Insurance: Additional Insured — Automatic — Owners, Lessees Or Contractors Limit The most we will pay on behalf of the additional insured is the amount of insurance: U -GL -2162-A CW (02/19) Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 1. Required by the written contract or written agreement referenced in Section A. of this endorsement; or 2. Available under the applicable Limits of Insurance shown in the Declarations, whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. All other terms, conditions, provisions and exclusions of this policy remain the same. U -GL -2162-A CW (02119) Page 4 of 4 Includes copyrighted material of 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 Addl Prem. Retum Prem. GLO 4197281-03 08/30/2024 08/30/2025 15939000 $ 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) Page 1 of I POLICY NUMBER: BAP 4197284-03 COMMERCIAL AUTO CA 20 48 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE 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 this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: MICHAEL BAKER INTERNATIONAL LLC Endorsement Effective Date: 08/30/2024 SCHEDULE Name Of Person(s) Or Organization(s): ANY PERSON OR ORGANIZATION TO WHOM OR WHICH YOU ARE REQUIRED TO PROVIDE ADDITIONAL INSURED STATUS OR ADDITIONAL INSURED STATUS ON A PRIMARY, NON-CONTRIBUTORY BASIS, IN A WRITTEN CONTRACT OR WRITTEN AGREEMENT EXECUTED PRIOR TO LOSS, EXCEPT WHERE SUCH CONTRACT OR AGREEMENT IS PROHIBITED BY LAW. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. CA 20 48 10 13 C Insurance Services Office, Inc., 2011 Page 1 of 2 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (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 03 13 (Ed. 4-84) Policy # WC 4197282-03 0 1983 National Council on Compensation Insurance. POLICY NUMBER: BAP 4197284-03 COMMERCIAL AUTO CA 04 44 10 13 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: MICHAEL BAKER INTERNATIONAL LLC Endorsement Effective Date: 08/30/2024 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 THIS POLICY. 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. CA 04 44 10 13 © Insurance Services Office, Inc., 2011 Page 1 of 1