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HomeMy WebLinkAboutAGMT - Duke Cultural Resources Management, LLC(Archaeological Buried Site Testing for Beverly Manor Well and Booster Station)PROFESSIONAL SERVICES AGREEMENT for Archaeological Buried Site Testing Services for Beverly Manor Well and Booster Station between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 0 Duke Cultural Resources Management, LLC 18 Technology Drive, Suite 103 Irvine, CA 92618 (949) 356-6660 This Professional Service Agreement ("the Agreement") is made as of April 14, 2025 (the "Effective Date"), by and between Duke Cultural Resources Management, LLC ("Consultant"), a limited liability company, and the City of Seal Beach ("City"), a California charter city, (collectively, "the Parties"). RECITALS A. City desires certain professional archaeological buried site testing services. B. Pursuant to the authority provided by its City Charter and Seal Beach Municipal Code § 3.20.025(C), City solicited a proposal from Consultant for performance of professional services, and Consultant submitted a proposal dated March 25, 2025 to perform the professional services defined and described in Section 1.0 of this Agreement. C. Consultant represents that the principal members of its firm are fully qualified to perform the professional services contemplated by this Agreement by virtue of its experience, and the training, education and expertise of its principals and employees. D. City desires to retain Consultant as an independent contractor and Consultant desires to serve City to perform those professional services in accordance with the terms and conditions of this Agreement. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. AGREEMENT 1.0 Scope of Services 1.1. Consultant's Services. In compliance with all terms, conditions and provisions of this Agreement, Consultant shall provide those professional services (collectively "Services") attached hereto as Exhibit A and incorporated herein by this reference, and Consultant's accepted Proposal ("Proposal") attached hereto as Exhibit B 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 all of the following: (i) Scope of Services (Exhibit A); and (ii) the Proposal (Exhibit B); and iii) Terms for Compliance with California Labor Law Requirements (Exhibit C), all of which are incorporated herein by this reference. 1.2.2. In the event of any inconsistency or conflict between this Agreement and any Exhibit or incorporated documents, the order of precedence shall be as follows: (i) this Agreement; and then (ii) Exhibit C (Terms for Compliance with California Labor Law Requirements); and then (iv) Exhibit A (Scope of Services); and then (v) Exhibit B (the Proposal), shall control. In the 2 of 22 event there is any conflict between the Agreement, on the one hand, and Exhibits A, B, C on the other hand, the Agreement shall control. 1.3. Standard of Care. As a material inducement to City to enter into this Agreement, Consultant hereby represents that it has the experience necessary to undertake the Services to be provided. In light of such status and experience, Consultant hereby covenants that it shall follow the customary professional standards in performing all Services. City relies upon the skill of Consultant, and Consultant's staff, if any, to do and perform the Services in a skillful, competent, and professional manner, and Consultant and Consultant's staff, shall perform the Services in such manner. Consultant shall, at all times, meet or exceed any and all applicable professional standards of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City. The acceptance of Consultant's work by the 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 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 Manager as specified in Subsection 3.1. Payment for additional work in excess of this amount requires prior City Manager authorization 2.0 Term 2.1. Term. The term of this Agreement shall commence on April 14, 2025, and shall remain in full force and effect until December 31, 2025, unless sooner terminated as provided in Section 5.0 of this Agreement. 3 of 22 3.0 Consultant's Compensation 3.1. Term. In consideration of Consultant's performance of the Services described in Section 1.0, City will pay Consultant in accordance with the fee schedule set forth in Exhibit B for the Services but in no event will City pay more than the total not -to -exceed amount of $16,780 (Sixteen Thousand Seven Hundred Eighty dollars and 00/100) for the Term. Payment for any additional work authorized by City pursuant to Subsection 1.6 will be compensated in accordance with the fee schedule set forth in Exhibit B, and shall not exceed the cumulative amount established by the City Manager at the time of award for the Term. 4.0 Method of Payment Consultant shall submit to City monthly invoices for all Services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end of the month during which the Services were rendered and shall describe in detail the Services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the Services performed for each day in the period. City will pay Consultant within 30 days of receiving Consultant's invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Consultant. 5.0 Termination 5.1. Termination by City. 5.1.1. This Agreement may be terminated by City, without cause, upon giving Consultant written notice thereof not less than 30 days prior to the date of termination. 5.1.2. This Agreement may be terminated by City upon 10 days' notice to Consultant if Consultant fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy. 5.2. Termination by Consultant. This Agreement may be terminated by Consultant based on reasonable cause, by serving written notice of termination to City, provided that Consultant has first served City with a written notice of default and demand to cure, and City has failed to cure such default within 30 days of receipt of such notice. 5.3. Obligations Upon Termination. Unless otherwise specified in the notice of termination, Consultant shall cease all work under this Agreement immediately upon the effective termination date. Upon termination, City shall be 4 of 22 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 all undisputed amounts for any portion of the Services satisfactorily completed prior to termination, based on the reasonable value of the Services rendered. If said termination occurs prior to completion of any specific task for which a payment request has not been received, the charge for Services performed shall be the reasonable value of such Services, based on an amount agreed to by City and Consultant. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. In no event shall Consultant be entitled to payment for unperformed services or services within the Scope of Services performed prior to the effective date of this Agreement; and Consultant shall not be entitled to receive more than the amount that would be paid to Consultant for the full performance of the Services up to date of termination. Consultant shall have no other claim against City by reason of such termination, including any claim for compensation or damages. 6.0 Party Representatives 6.1. The City Manager is City's representative for purposes of this Agreement. 6.2. Curt Duke is the Consultant's primary representative for purposes of this Agreement. Curt Duke shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the Services hereunder. Consultant may not change its representative without the prior written approval of City, which approval shall not be unreasonably withheld. 7.0 Notices 7.1. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the United States Mail, first class postage prepaid and addressed to the party at the following addresses: To City: City of Seal Beach 211 -8th Street Seal Beach, California 90740 Attm City Manager To Consultant: Duke Cultural Resources Management, LLC 18 Technology Drive, Suite #103 5 of 22 Irvine, CA 92618 Attn: Curt Duke 7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 8.0 Permits and Licenses Consultant and all of Consultant's employees and other personnel shall obtain and maintain during the Agreement term all necessary licenses, registrations, permits and certificates required by law for the provision of the Services under this Agreement, including a business license as required by the Seal Beach Municipal Code. 9.0 Independent Contractor 9.1. Consultant is an independent contractor and not an employee of City. All work or other Services provided pursuant to this Agreement shall be performed by Consultant or by Consultant's employees or other personnel under Consultant's supervision. Consultant will determine the means, methods, and details by which Consultant's employees and other personnel will perform the Services. Consultant shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Services and compliance with the customary professional standards. 9.2. All of Consultant's employees and other personnel performing any of the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant and Con City's employees; and City's E personnel. Consultant's personn( badge, identification number, or an employee of City; and Consu address or City telephone numb under this Agreement. Consultant expense such vehicles, equipm require to perform any of the Se shall perform all Services off of Ci except (i) as otherwise required property, facilities, vehicles or eqL be necessary in order for Consu review plans on file at City, pi( Consultant's performance of any be necessary to inspect or visit C such Services. City may make a ;ultant's personnel snail not supervise any of mployees shall not supervise Consultant's shall not wear or display any City uniform, ther information identifying such individual as Cant's personnel shall not use any City e-mail �r in the performance of any of the Services shall acquire and maintain at its sole cost and int and supplies as Consultant's personnel vices required by this Agreement. Consultant y premises at locations of Consultant's choice, for the performance of Services on City real ipment; (ii) as otherwise may from time to time Cant's personnel to receive projects from City, k up or deliver any work product related to Services under this Agreement, or (iii) as may ity locations and/or private property to perform computer available to Consultant from time to 6 of 22 time for Consultant's personnel to obtain information about or to check on the status of projects pertaining to the Services under this Agreement. 9.3. In addition to all other provisions of this Agreement, Consultant shall be responsible for and pay all wages, salaries, benefits and other amounts due to Consultant's personnel in connection with their performance of any Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, other retirement or pension benefits, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Notwithstanding any other agency, State, or federal policy, rule, regulation, statute or ordinance to the contrary, Consultant and any of its officers, employees, agents, servants, and subcontractors providing any of the Services under this Agreement shall not become entitled to, and hereby waive any claims to, any wages, salaries, compensation, benefit or any incident of employment by City, including but not limited to, eligibility to enroll in, or reinstate to membership in, the California Public Employees Retirement System ("PERS") as an employee of City, and entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits. 9.4. Consultant shall defend, indemnify and hold harmless City, its elected and appointed officials, officers, employees, agents, servants, volunteers, and those City agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Consultant's personnel practices. or to the extent arising from, caused by or relating to the violation of any of the provisions of this Section 9.0. In addition to all other remedies available under law, City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this Section. This duty of indemnification is in addition to Consultant's duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. Consultant's covenants and obligations under this Section shall survive the expiration or termination of this Agreement. 10.0 PERS Compliance and Indemnification 10.1. General Requirements. The Parties acknowledge that City is a local agency member of PERS, and as such has certain pension reporting and contribution obligations to PERS on behalf of qualifying employees. Consultant agrees that, in providing its employees and any other personnel to City to perform any work or other Services under this Agreement, Consultant shall assure compliance with the Public Employees' Retirement Law ("PERL"), commencing at Government Code § 20000, as amended by the Public 7 of 22 Employees' Pension Reform Act of 2013 ("PEPRA"), and the regulations of PERS, as amended from time to time. Without limitation to the foregoing, Consultant shall assure compliance with regard to personnel who have active or inactive membership in PERS and to those who are retired annuitants and in performing this Agreement shall not assign or utilize any of its personnel in a manner that will cause City to be in violation of the PERL, PEPRA or any other applicable retirement laws and regulations. 10.2. Indemnification. To the maximum extent permitted by law, Consultant shall defend, indemnify and hold harmless City, its elected and appointed officials, officers, employees, agents, servants, volunteers, and those City agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Consultant's violation of any provisions of this Section 10.0. This duty of indemnification is in addition to Consultant's duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. Consultant's covenants and obligations under this Section shall survive the expiration or termination of this Agreement. 11.0 Ownership of Work Product 11.1. Unless otherwise agreed upon in writing, all field notes and other notes, draft and final reports, drawings, specifications, data, surveys, studies, plans, maps, models, photographs, images, ideas, concepts, designs including but not limited to website designs, source code, object code, computer files, electronic data and/or electronic files, other media of any kind whatsoever, and any other documents and written material of any kind, created, developed, prepared or used by Consultant in the performance of this Agreement (collectively "Work Product") shall be considered "works made for hire," for the benefit of City. Upon completion of, or in the event of termination or expiration of this Agreement, all Work Product and any and all intellectual property rights arising from their creation, including, but not limited to, all copyrights and other proprietary rights, shall be and remain the property of City without restriction or limitation upon their use, duplication or dissemination by City upon final payment being made in accordance with Subsection 5.3, and may be used, reused or otherwise disposed of by City for any purpose without Consultant's consent; provided that any use, reuse or modification of the Work Product by City for any purpose other than the purpose for which the Work Product was prepared or provided under this Agreement shall be at City's own risk. Consultant shall not obtain or attempt to obtain copyright protection as to any of the Work Product. 11.2. Consultant hereby assigns to City all ownership and any and all intellectual property rights to the Work Product that are not otherwise vested in City pursuant to Subsection 11.1. 8 of 22 11.3. Consultant warrants and represents that it has secured all necessary licenses, consents or approvals to use any instrumentality, thing or component as to which any intellectual property right exists, including computer software, used in the rendering of the Services and the production of all Work Product produced under this Agreement, and that City has full legal title to and the right to reproduce the Work Product for any purpose. Consultant shall defend, indemnify and hold City, its elected and appointed officials, officers, employees, agents, servants, attorneys, volunteers, and those City agents serving as independent contractors in the role of City officials, harmless from any loss, claim or liability in any way related to a claim that City's use of any of the Work Product violates federal, state or local laws, or any contractual provisions, or any laws relating to trade names, licenses, franchises, copyrights, patents or other means of protecting intellectual property rights and/or interests in products or inventions. Consultant shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked documents, materials, equipment, devices or processes in connection with its provision of the Services and Work Product produced under this Agreement. In the event the use of any of the Work Product or other deliverables hereunder by City is held to constitute an infringement and the use of any of the same is enjoined, Consultant, at its expense, shall: (i) secure for City the right to continue using the Work Product and other deliverables by suspension of any injunction, or by procuring a license or licenses for City; or (ii) modify the Work Product and other deliverables so that they become non -infringing while remaining in compliance with the requirements of this Agreement. Consultant's covenants and obligations under this Section shall survive the expiration or termination of this Agreement. 11.4. Upon expiration or termination of the Agreement, Consultant shall deliver to City all Work Product and other deliverables related to any Services performed pursuant to this Agreement without additional cost or expense to City. If Consultant prepares a document on a computer, Consultant shall provide City with said document both in a printed format and in an electronic format that is acceptable to City. 12.0 Confidentiality 12.1. Consultant may have access to financial, accounting, statistical, and personnel data of individuals and City employees, trade secrets, and/or other information that may be protected under other applicable laws relating to privacy, confidentiality and/or privilege. Consultant covenants that all Work Product (as defined in Subsection 11.1) and/or any other data, documents, writings, discussion or other information created, developed, received or provided by Consultant for performance of this Agreement are confidential unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such Work Product, data, documents, writings, discussion or other information to persons or entities other than City without prior written authorization by City. City shall grant such authorization if applicable law 9 of 22 requires disclosure. Consultant, its officers, employees, agents, servants, and/or subcontractors shall not without written authorization from the 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 City. Response to a subpoena or court order shall not be considered "voluntary," provided Consultant gives City timely notice of such court order or subpoena. 12.1. Consultant shall promptly notify City should Consultant, its officers, employees, agents, servants, and/or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder or with respect to any project or property located within City. City may, but has no obligation to, represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, City's right to review any such response does not imply or mean the right by City to control, direct or rewrite the response. 12.2. Consultant's covenants and obligations under this Section shall survive the termination or expiration of this Agreement. 13.0 Subcontractors No portion of this Agreement shall be subcontracted without the prior written approval of City, and any subcontracting shall be at Consultant's sole cost and expense. Consultant is fully responsible to City for the performance of any and all subcontractors, and Consultant shall monitor and review all work and other services performed by any subcontractor to ensure that all Services performed by such subcontractor comply with the requirements and provisions of this Agreement. 14.0 Prohibition Against Assignment, Transfer or Delegation Consultant shall not assign or transfer this Agreement or any of its rights, obligations or interest in this Agreement, or delegate any of its duties under this Agreement, either in whole or in part, without City's prior written consent, which may be withheld for any reason. Any purported assignment, transfer or delegation without City's consent shall be void and without effect, and shall entitle City to terminate this Agreement. 15.0 Inspection and Audit of Records 10 of 22 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. Upon 24 hours' notice by City, during regular business hours Consultant shall provide City with free access to such records, and the right to examine and audit the same and to make copies and transcripts as City deems necessary, and shall allow inspection of all program data, information, documents, proceedings and activities and all other matters related to the performance of the Services under this Agreement. Consultant shall retain all financial and program service records and all other records related to the Services and performance of this Agreement for at least three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. City's rights under this Section 15.0 shall survive for three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. 16.0 Safety Requirements All work performed under this Agreement shall be performed in such a manner as to provide safety to the public and to meet or exceed the safety standards outlined by CAL OSHA and other applicable state and federal laws. City may issue restraint or cease and desist orders to Consultant when unsafe or harmful acts are observed or reported relative to the performance of the Services. Consultant shall maintain the work sites free of hazards to persons and property resulting from its operations. Consultant shall immediately report to City any hazardous condition noted by Consultant. 17.0 Insurance 17.1. General Requirements. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to City that Consultant has secured all insurance required under this Section. 17.2. Minimum Scope and Limits of Insurance. Consultant shall, at its sole cost and expense, procure, maintain and keep in full force and effect for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement, as follows: 17.2.1. Commercial General Liability Insurance: Consultant shall maintain limits no less than $2,000,000 per occurrence for bodily injury, death, personal injury and property damage; and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general 11 of 22 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, servants, and other persons necessary or incidental to its operation are insureds; 17.2.2. Automobile Liability Insurance: Consultant shall maintain limits no less than $1,000,000 per accident for bodily injury and property damage. Coverage shall be at least as broad as Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto).. 17.2.3. Workers' Compensation Insurance in the amount required by law; and Employer's Liability Insurance: with limits of at least $1,000,000 per accident and in the aggregate for bodily injury or disease; 17.2.4. Professional Liability (or Errors and Omissions) Liability Insurance: Consultant shall maintain professional liability (or errors and omissions liability) insurance that covers the Services to be performed in connection with this Agreement, with minimum limits of $1,000,000 per claim/aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement. If a "claims made" policy is provided, then the policy shall be endorsed to provide an extended reporting period of not less than three years. 17.3. Acceptability of Insurers. The Insurance policies required under this Section shall be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to City. 17.4. Additional Insureds. 17.4.1. For general liability insurance, City, its elected and appointed officials, officers, employees, agents, servants, volunteers, and those City agents serving as independent contractors in the role of City officials shall be covered as additional insureds with respect to the services or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work. 17.4.2. For automobile liability insurance, City, its elected and appointed officials, officers, employees, agents, servants, volunteers and those City agents serving as independent contractors in the role of City officials, shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible. 12 of 22 17.4.3. These additional insured provisions shall also apply to any excess/umbrella liability policies. 17.5. Cancellations or Modifications to Coverage. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by City to state: (i) coverage shall not be suspended, voided, reduced or canceled except after 30 days (or ten days for nonpayment) prior written notice by certified mail, return receipt requested, has been given to City; (ii) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to City, its elected and appointed officials, officers, employees, agents, servants, volunteers, and those City agents serving as independent contractors in the role of City officials; 17.6. Primary and Non -Contributing. Coverage shall be primary insurance as respects City, its elected and appointed officials, officers, employees, agents, servants, volunteers, and those City agents serving as independent contractors in the role of City officials, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage and that any insurance or self-insurance maintained by City, its elected and appointed officials, officers, employees, agents, servants, volunteers and those City agents serving as independent contractors in the role of City officials, shall be excess of the Consultant's insurance and shall not be called upon to contribute with it; 17.7. Separation of Insureds. Each insurance policy shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to City, its elected and appointed officials, officers, employees, agents, servants, volunteers and those City agents serving as independent contractors in the role of City officials. 17.8. Deductibles and Self -Insured Retentions. Any deductibles or self- insured retentions shall be declared to and approved by City. Consultant guarantees that, at the option of City, either: (i) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City, its elected and appointed officials, officers, employees, agents, servants, volunteers and those City agents serving as independent contractors in the role of City officials; or (ii) Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 17.9. Waiver of Subrogation. Each insurance policy required by this Agreement shall expressly waive the insurer's right of subrogation against City, its elected and appointed officials, officers, employees, agents, servants, volunteers and those City agents serving as independent contractors in the role of City officials. Consultant hereby waives its own right of recovery and all rights 13 of 22 of subrogation against City; and shall require similar express written waivers from any subcontractor. 17.10. Enforcement of Agreement Provisions (Non -Estoppel). Consultant acknowledges and agrees that any actual or alleged failure on City's part to inform Consultant of non-compliance with any insurance requirement does not impose additional obligations on City, nor does it waive any rights hereunder. 17.11. City Remedy for Noncompliance. If Consultant does not maintain the policies of insurance required under this Section in full force and effect during the term of this Agreement, or in the event any of Consultant's policies do not comply with the requirements under this Section, City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may, but has no duty to, take out the necessary insurance and pay, at Consultant's expense, the premium thereon. Consultant shall promptly reimburse City for any premium paid by City or City may withhold amounts sufficient to pay the premiums from payments due to Consultant. 17.12. Evidence of Insurance. Prior to the performance of Services under this Agreement, Consultant shall furnish City with original certificates of insurance and all original endorsements evidencing and effecting the coverages required under this Section on forms satisfactory to and approved by City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by City if requested. Consultant may provide complete, certified copies of all required insurance policies to City. Consultant shall maintain current endorsements on file with City's Risk Manager. All certificates and endorsements shall be received and approved by City before work commences. City also reserves the right to require complete, certified copies of all required insurance policies, at any time. Consultant shall also provide proof to City that insurance policies expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Consultant shall furnish such proof at least two weeks prior to the expiration of the coverages. 17.13. Insurance Requirements Not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. 17.14. Broader Coverage/Higher Limits. No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of Consultant under this Agreement. Consultant may also procure 14 of 22 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. Consultant shall give City prompt and timely notice of demands or claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement, and that involve or may involve coverage under any of the required insurance policies. 18.0 Indemnification, Hold Harmless, and Duty to Defend 18.1. Indemnities. 18.1.1. To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, protect, defend, hold harmless and indemnify City, its elected and appointed officials, officers, attorneys, employees, agents, servants, volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively "Indemnitees" in this Section 18.0), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, bid protests, stop notices, liens or losses of any nature whatsoever, including but not limited to fees of accountants, attorneys and other professionals, and all costs associated therewith, and the payment of all consequential damages (collectively "Claims"), in law or equity, whether actual, alleged or threatened, to property or persons, including but not limited to, bodily injury, death, personal injury and property damage, in any manner arising out of, claimed to arise out of, pertaining to, or relating to the breach of this Agreement and/or any acts, errors, omissions, negligence or willful misconduct of Consultant, its officers, agents, servants, employees, contractors, subcontractors, subconsultants, materialmen, or suppliers, or their officers, agents, servants or employees (or any entity or individual for whom Consultant shall bear legal liability) in the performance of the Services and/or this Agreement, except to the extent the Claims arise from the sole negligence or willful misconduct of the Indemnitees as determined by final arbitration or court decision or by the agreement of the Parties. Consultant shall 15 of 22 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 indemnity agreements, Consultant shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Claims in law or equity, whether actual, alleged or threatened, arising out of, are claimed to arise out of, pertaining to, or relating to, the breach of this Agreement, any acts, errors, omissions, negligence or willful misconduct of Consultant's subcontractor, subconsultant or other person or entity, and its officers, agents, servants, employees, materialmen, contractors, subcontractors and/or subconsultants, or their officers, agents, servants or employees (or any entity or individual for whom Consultant's subcontractor, subconsultant and/or such other person or individual shall bear legal liability) in the performance of the Services or this Agreement, except to the extent the Claims arise from the sole negligence or willful misconduct of the Indemnitees as determined by final arbitration or court decision or by the agreement of the Parties. 18.3. Workers' Compensation Acts Not Limiting. Consultant's indemnification obligations under this Section, or any other provision of this Agreement, shall not be limited by the provisions of any workers' compensation act or similar act. Consultant expressly waives its statutory immunity under such statutes or laws as to City, its elected and appointed officials, officers, employees, agents, servants, volunteers and those City agents serving as independent contractors in the role of City officials. 18.4. Indemnification Not Limited By Insurance. Procurement of insurance by Consultant is not and shall not be construed as a limitation of Consultant's liability, or as a waiver of or limitation on full performance of Consultant's duties of defense and indemnification, under this Section 18.0 or under any other provision of this Agreement. Consultant's defense and indemnification obligations under this Agreement shall apply regardless of whether or not any insurance policies are determined to be applicable to the Claims or Liabilities asserted against City or any of the other Indemnitees as defined in this Section 18.0, and Consultant's defense and indemnification 16 of 22 obligations under this Agreement shall not be restricted to insurance proceeds, if any, received by Consultant, 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 employees, applicants for employment, contractors, subcontractors or subconsultants because or on account of race, religion, color, national origin, handicap, ancestry, sex, gender, sexual orientation, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, military or veteran status, or any other basis prohibited by law. Consultant further covenants that in the performance of this Agreement, Consultant shall not discriminate, harass or retaliate against City, its elected or appointed officials, officers, employees, agents, servants, volunteers, those City agents serving as independent contractors in the role of City officials, consultants, contractors, subcontractors, or subconsultants, on any basis prohibited by law. 20.0 Labor Certification By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 21.0 Prevailing Wage and Payroll Records To the extent that this Agreement calls for services that, in whole or in part, constitute "public works" as defined in the California Labor Code, Consultant shall comply in all respects with all applicable provisions of the California Labor Code, including those set forth in Exhibit C, attached hereto and incorporated by reference herein. 22.0 Entire Agreement This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both Parties. 17 of 22 23.0 Severability The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement. 24.0 Government Code Claim Compliance In addition to any and all requirements of this Agreement pertaining to notices of and requests for compensation or payment for additional services, disputed work, claims and/or changed conditions, Consultant must comply with the claim procedures set forth in Government Code Section 900 et seq. prior to filing any lawsuit against City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to additional services, disputed work, claims, and/or changed conditions have been followed by Consultant. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant shall be barred from bringing and maintaining a lawsuit against City. 25.0 Governing Law and Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California, except that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in interpreting this Agreement. Orange County, California, shall be the venue for any action or proceeding that may be brought by reason of, that arises out of, and/or relates to any dispute under this Agreement (whether contract, tort or both). 26.0 Non -Exclusive Agreement Consultant acknowledges that City may enter into agreements with other consultants for services encompassed by or similar to the services that are subject to this Agreement or may have its own employees perform services encompassed by or similar to those services contemplated by this Agreement. 27.0 No Third Party Beneficiaries This Agreement is made solely for the benefit of the Parties to this Agreement and their respective successors and assigns, and no other person or entity shall be deemed to have any rights hereunder against either party by virtue of this Agreement. 18 of 22 28.0 Waiver No delay or omission to exercise any right, power or remedy accruing to City under this Agreement shall impair any right, power or remedy of City, nor shall it be construed as a waiver of, or consent to, any breach or default. No waiver of any breach, any failure of a condition, or any right or remedy under this Agreement shall be (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. 29.0 Prohibited Interests; Conflict of Interest 29.1. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant "financially interested" (as provided in California Government Code §§ 1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained. 29.2. 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. 29.3. 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. 30.0 Final Payment Acceptance Constitutes Release 19 of 22 The acceptance by Consultant of the final payment made under this Agreement shall operate as and be a release of City from all claims and liabilities for compensation to Consultant for anything done, furnished or relating to Consultant's work or services. Acceptance of payment shall be any negotiation of City's check or the failure to make a written extra compensation claim within ten calendar days of the receipt of that check. However, approval or payment by City shall not constitute, nor be deemed, a release of the responsibility and liability of Consultant, its employees, subcontractors, agents, and servants for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by City for any defect or error in the work prepared by Consultant, its employees, subcontractors, agents and servants. 31.0 Corrections In addition to the indemnification obligations set forth above, Consultant shall correct, at its expense, all errors in the work which may be disclosed during City's review of Consultant's report or plans. Should Consultant fail to make such correction in a reasonably timely manner, such correction may be made by City, and the cost thereof shall be charged to Consultant. In addition to all other available remedies, City may deduct the cost of such correction from any retention amount held by City or may withhold payment otherwise owed Consultant under this Agreement up to the amount of the cost of correction. 32.0 Non -Appropriation of Funds Payments to be made to Consultant by City for any Services performed within the current fiscal year are within the current fiscal budget and within an available, unexhausted fund. In the event that City does not appropriate sufficient funds for payment of Consultant's Services beyond the current fiscal year, this Agreement shall cover payment for Consultant's Services only to the conclusion of the last fiscal year in which City appropriates sufficient funds and shall automatically terminate at the conclusion of such fiscal year. 33.0 Mutual Cooperation 33.1. City's Cooperation. City shall provide Consultant with all pertinent data, documents and other requested information as is reasonably available for Consultant's proper performance of the Services required under this Agreement. 33.2. Consultant's Cooperation. Consultant agrees to work closely and cooperate fully with City's representative and any other agencies that may have 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. 20 of 22 34.0 Time of the Essence Time is of the essence in respect to all provisions of this Agreement that specify a time for performance; provided, however, that the foregoing shall not be construed to limit or deprive a Party of the benefits of any grace or use period allowed in this Agreement. 35.0 Attorneys' Fees If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party all of its attorneys' fees and other costs incurred in connection therewith. 36.0 Titles and Headings The titles and headings used in this Agreement are for convenience only and shall in no way define, limit or describe the scope or intent of this Agreement or any part of it. 37.0 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. 38.0 Corporate Authority The person executing this Agreement on behalf of Consultant warrants that he or she is duly authorized to execute this Agreement on behalf of said party and that by his or her execution, the Consultant is formally bound to the provisions of this Agreement. [signatures on following page] 21 of 22 IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. CITY OF SEAL BEACH By: / J CIri e irector of PubliVM Attest: By: loria D. Ha r, Ci Approved as to Form: By: '0010' MIN CONSULTANT: Duke Cultural Resources Management, LLC, a limited liability company By Curt s Dominic Duke Owner mss. I (Please note, two signatures required for corporations pursuant to California Corporations Code Section 313 from each of the following categories. (i) the chairperson of the board, the president or any vice president, and (ii) the secretary, any assistant secretary, the chief financial officer or any assistant treasurer of such corporation.) Nicholas Ghirelli, City Attorney PROOF OF AUTHORITY TO BIND CONTRACTING PARTY REQUIRED 22 of 22 EXHIBIT SCOPE OF SERVICES (Archaeological Buried Site Testing for Beverly Manor Well and Booster Station) March 25, 2025 Iris Lee Public Works Director City of Seal Beach 211 Eighth Street Seal Beach, CA 90740 18 Technology Drive, Suite #103 Irvine, CA 92618 949-356-6660 Subject: Proposal for Archaeological Buried Site Testing for the Beverly Manor Booster Pump Station Rehabilitation Project, City of Seal Beach, County of Orange, California Dear Ms. Lee: On behalf of Duke Cultural Resources Management, LLC (DUKE CRM) I am submitting this proposal to the City of Seal Beach (CITY or CLIENT) for archaeological buried site testing (BST) for the Beverly Manor Booster Pump Station Rehabilitation Project (Project), City of Seal Beach, County of Orange, California. The Project is located at 3101 North Gate Road. The Project proponent is the City of Seal Beach Department of Public Works (City). The Project is subject to the California Environmental Quality Act (CEQA) and the National Historic Preservation Act (NHPA or Section 106). The City is CEQA lead agency and the State Water Resources Control Board (State Water Board) is the NHPA/Section 106 lead agency. DUKE CRM prepared a cultural resources assessment of the Project, submitted to the City in March 2023. The State Water Board is conducting consultation with the Native American groups under Section 106. Several tribes have expressed concern over the high sensitivity of the area for potential tribal cultural resources, specifically the location of the Project in relation to a well known ancestral village , as well as a recorded prehistoric archaeological site immediately south of the Project (P-30- 001502). Given the known cultural sensitivity in the area the State Water Board is requesting a BST be conducted to confirm that there are no archaeological deposits within the Project boundaries. This scope of work is to conduct a BST for the Project. SCOPE OF WORK The purpose of the BST is to discover buried archaeological deposits and/or features if they occur within the Project's area of potential effects (APE). The BST is focused on determining the presence or absence of an archaeological deposit or site. It is not intended to be an archaeological significance evaluation method, that would require additional excavation and analysis. Our preferred method is to conduct mechanical trenches using a backhoe, if possible. It is an expedient way to expose more sediment for screening and observe stratigraphy in the side walls. However, we understand that there are a lot of underground utility lines within the Project that may inhibit the size of excavation method we use. City will need to contract with one (1) Native American group to provide a monitor while we are doing our fieldwork. Task 1: BST Plan and Pre -Field Coordination DUKE CRM will conduct focused research on the proposed Project's local archaeology, history, geology, and soils. We will review historic maps and other available documents/reports, and geologic ARCHAEOLOGY LTd.STORY ]PALEONTOLOGY DuKF, CULTURAL RESOURCES MANAGEMENT maps and reports. We request that the City provide any as -built plans, geotechnical reports, soils reports, historical/archaeological reports that they have for the Project and immediate vicinity. Additionally, we will review the reports obtained by the State Water Board archaeologists and already provided to DUKE CRM. DUKE CRM will prepare a work plan for the BST that will explain the methods, purpose, and goals of the BST program. It will include a brief discussion of our research questions that we are trying to answer in the BST. This is not a thorough research design as we are not scoped to evaluate any archaeological sites for significance. Prior to completion of the testing plan we will discuss with the City to determine the type of excavation that will be conducted (mechanical trenching, borings, etc.). The testing plan will be submitted to the City for draft review. We will respond to one (1) round of comments and then send the testing plan to the State Water Board for draft review and approval. We anticipate one round of comments with the State Water Board. Task 2: BST Fieldwork The exact method of excavation is still to be determined based on extensive utilities underground within the Project and what is decided by the City. As stated above our recommendation is to conduct mechanical trenching or test pits; however, we may be limited to boring methods or possibly others. In any event we anticipate that the actual method will be mechanical, and the equipment and operator will be provided by the City or their designee, not DUKE CRM. DUKE CRM will be present to direct the excavation and make sure that it is completed in a manner suitable to adequately retrieve and document any data coming out of the ground. In that sense this is an archaeological excavation. We recommend up to three (3) mechanical trenches/test pits (2 feet wide x 9 feet deep x up to 6 feet long) or, if not practical, up to four (4) borings or smaller pits (1-2 feet in diameter). The importance is that we observe and screen enough sediment to definitively state that there are no buried archaeological deposits under the surface within the Project. Our field team will consist of one (1) archaeological field director and two (2) archaeological field crew. The City will need to contract with one (1) Native American Tribe to provide a monitor while we are doing our fieldwork. The field director will supervise the excavation. Consistent with OSHA standards there will be no entry into any trench that is deeper than five (5) feet. If the need arises to physically examine the walls of deeper trenches, the trench will be stepped, or hydraulic shoring will need to be installed, per OSHA standards. The rear bucket of the backhoe will be used to stratigraphically pull soil lifts that will be approximately eight (8) inches (20 centimeters) in depth. The spoils pile and trenching/boring pit will be continuously inspected for cultural material and soils that indicates a higher likelihood of archaeological deposits. The trench profiles and soil descriptions will be recorded for any trench which contains cultural material and a representative sample of the sterile trenches. One field crew member will screen soil samples continuously throughout the process with the goal of screening five gallons of soil for each 20 centimeters in depth excavated at each trench/boring pit. These samples will be piled separately and tagged with flagging indicating depth. Soil will be screened with 1/8 -inch mesh. No wet -screening will take place. Following the excavation, inspection, screening, profiling of each trench it will be mechanically back-filled. Cutting concrete or asphalt and replacing it is not included in this scope of work; this is City's responsibility. If archaeological materials (artifacts, features, etc.) are discovered during screening or trenching, the area will be carefully inspected to determine if the discovery is an archaeological isolate or intact archaeological deposit within the current work effort. Upon discovery, limited and careful excavation may be necessary to be able to understand and document the nature of the find. Hand excavation will 3/25/2025 (BST Proposal) DuKF CULTURAL RIES®URCFS MANAGEMENT be most likely but use of the backhoe may be necessary. Additional backhoe excavation will be conducted carefully removing a few inches at a time. Upon determination that the discovery is a potential intact archaeological site, excavation will cease, and the discovery will be documented and covered with shade cloth fabric or other protective measures, as appropriate and soil will be carefully placed back atop the site and in the trench. Intact sites generally have a higher potential to contain significant data and consequently may be excavated during a subsequent Phase II archaeological evaluation. Work in that trench will cease and it will be backfilled. If the discovery is determined to be an isolate or if it does not represent an intact archaeological site, the artifact(s) will be documented (photos, measurement, GPS point) and returned in the approximate location it was discovered. Trench excavation will continue as before. If any archaeological feature (i.e. hearths, burials, soils associated with trash pits, etc.) is encountered, excavation will stop and the feature will be minimally investigated, documented, covered with shade cloth fabric or other protective measures as appropriate and soil will be carefully placed back atop the feature and in the trench. Feature(s) generally contain significant data and consequently may be excavated during a subsequent Phase II archaeological evaluation. The trench will cease in the immediate vicinity of any identified newly discovered cultural resource. All available information for the site will need to be documented following standard archaeological procedures. These efforts will determine the appropriate next steps for the evaluation and treatment of the find. Any Phase II archaeological evaluation is outside of this scope of work and DUKE CRM will contact City and State Water Board to discuss next steps and a contract amendment. We anticipate that the fieldwork task can be completed in one (1) 8 -hour workday. If additional time is necessary, additional budget will be necessary. This will warrant a contract amendment. If human remains are encountered, no further work shall occur within 100 feet of the discovery until the County Coroner can determine the origin of the human remains. Task 3: BST Report DUKE CRM will prepare a BST report. It will include a project description including depth estimates for all ground disturbance (details provided by City), methods, results, updated archaeological sensitivity analysis, impacts analysis, and recommendations for further work, if necessary. Photos and project maps will be included. For the purposes of this proposal, DUKE CRM anticipates negative findings for archaeological resources. The report will be submitted to the City for draft review. We will respond to one (1) round of comments and then send the report to the State Water Board for draft review and approval. We anticipate one (1) round of comments with the State Water Board. The report will be provided in PDF and/or MS Word electronic format. No hard copies or reproductions are included. Additional rounds of comments will require additional budget. Limitations /Assumptions This scope of work does not include any of the following, and would require a contract amendment: • Providing any mechanical equipment or operator. • Contacting Dig Alert, or similar service regarding underground utilities, this is City's responsibility; • Cutting and/or replacing concrete/asphalt; Shoring or stepping trenches if access into a trench that is deeper than five (5) feet is necessary; • Any hand excavation in the form of shovel test pits or excavation units; wet or water screening; • Remote sensing program; 3/25/2025 (BST Proposal) DuKF CUI,TU AI, RESOURCES MANAGEMENT • Additional trenches outside of the scope to determine the extent of archaeological deposits prior to site evaluation; Reporting that includes any artifact, feature, or other cultural material analysis or description; • Consultation/coordination/monitoring with any Native American Tribes; and • Archaeological Phase II/archaeological evaluation; Curation of archaeological materials. Associated Tasks and Costs Tasks associated with the completion of the project include photography, graphics, and word processing/editing. In addition, expenses necessary in the completion of this project will be included (mileage, archive fees, photocopies, etc.). These tasks and costs are included in the cost estimate below. If additional tasks become necessary DUIE C RM will be happy to assist the project team, if desired. BUDGET The budget for the BST is $16,780. TASKS COST Task 1: BST Plan and Pre -Field Coordination $6,92 Task 2: BST Fieldwork $4,82 Task 3: BST Report $5,04 TOT $16,78 If additional tasks are needed, or if any conditions stated herein change, DUKE CRM will contact you to obtain additional authorization for the required tasks prior to conducting the additional work. Task costs may vary, but the total estimated costs based on the attached billing rates will not be exceeded without your prior authorization. This proposal is valid for 90 days from the above date. Thank you for contacting DUKE C R M on this request. We look forward to working with you on this interesting project. If you have any questions or comments, you can contact me at (949) 356-6660 or by e-mail at curt&dukecrm.com. Sincerely, DUKE CULTURAL RESOURCES MANAGEMENT, LLC urt Duke, M.A., RPA President/Principal Archaeologist 3/25/2025 (BST Proposal) 4 EXHIBIT B PROPOSAL (Consultant's Proposal for Archaeological Buried Site Testing Services, dated March 25, 2025) DUKE CULTURAL RESOURCES MANAGFM ENT • Additional trenches outside of the scope to determine the extent of archaeological deposits prior to site evaluation; Reporting that includes any artifact, feature, or other cultural material analysis or description; • Consultation/coordination/monitoring with any Native American Tribes; and • Archaeological Phase II/archaeological evaluation; Curation of archaeological materials. Associated Tasks and Costs Tasks associated with the completion of the project include photography, graphics, and word processing/editing. In addition, expenses necessary in the completion of this project will be included (mileage, archive fees, photocopies, etc.). These tasks and costs are included in the cost estimate below. If additional tasks become necessary DUIE C RM will be happy to assist the project team, if desired. BUDGET The budget for the BST is $16,780. TASKS COST Task 1: BST Plan and Pre -Field Coordination $6,92 Task 2: BST Fieldwork $4,82 Task 3: BST Report $5,04 TOTA $16,78 If additional tasks are needed, or if any conditions stated herein change, DUKE CRM will contact you to obtain additional authorization for the required tasks prior to conducting the additional work. Task costs may vary, but the total estimated costs based on the attached billing rates will not be exceeded without your prior authorization. This proposal is valid for 90 days from the above date. Thank you for contacting DUMC R M on this request. We look forward to working with you on this interesting project. If you have any questions or comments, you can contact me at (949) 356-6660 or by e-mail at curt jndukecrm.com. Sincerely, DUKE CULTURAL RESOURCES MANAGEMENT, LLC urt Duke, M.A., RPA President/Principal Archaeologist 3/25/2025 (BST Proposal) 4 EXHIBIT C TERMS FOR COMPLIANCE WITH CALIFORNIA LABOR LAW REQUIREMENTS 1. This Agreement calls for services that, in whole or in part, constitute "public works" as defined in Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code ("Chapter 1"). Further, Consultant acknowledges that this Agreement is subject to (a) Chapter 1 and (b) the rules and regulations established by the Department of Industrial Relations ("DIR") implementing such statutes. Therefore, as to those Services that are "public works", Consultant shall comply with and be bound by all the terms, rules and regulations described in 1(a) and 1(b) as though set forth in full herein. 2. California law requires the inclusion of specific Labor Code provisions in certain contracts. The inclusion of such specific provisions below, whether or not required by California law, does not alter the meaning or scope of Section 1 above. 3. Consultant shall be registered with the Department of Industrial Relations in accordance with California Labor Code Section 1725.5, and has provided proof of registration to City prior to the Effective Date of this Agreement. Consultant shall not perform work with any subcontractor that is not registered with DIR pursuant to Section 1725.5. Consultant and subcontractors shall maintain their registration with the DIR in effect throughout the duration of this Agreement. If Consultant or any subcontractor ceases to be registered with DIR at any time during the duration of the project, Consultant shall immediately notify City. 4. Pursuant to Labor Code Section 1771.4, Consultant's Services are subject to compliance monitoring and enforcement by DIR. Consultant shall post job site notices, as prescribed by DIR regulations. 5. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages for each craft, classification, or type of worker needed to perform the Agreement are on file at City Hall and will be made available to any interested party on request. Consultant acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and Consultant shall post such rates at each job site covered by this Agreement. 6. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. Consultant shall, as a penalty to City, forfeit $200.00 for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Consultant or by any subcontractor. 7. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subcontractor to.. keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform City of the location of the records. 8. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6 and 1777.7 and California Code of Regulations, Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Consultant shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within 60 days after concluding work pursuant to this Agreement, Consultant and each of its subcontractors shall submit to City a verified statement of the journeyman and apprentice hours performed under this Agreement. 9. Consultant shall not perform work with any subcontractor that has been debarred or suspended pursuant to California Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. Consultant and subcontractors shall not be debarred or suspended throughout the duration of this Contract pursuant to Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. If Consultant or any subcontractor becomes debarred or suspended during the duration of the project, Consultant shall immediately notify City. 10. Consultant acknowledges that eight hours labor constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code Section 1810. Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. Consultant shall, as a penalty to City, forfeit $25.00 for each worker employed in the performance of this Agreement by Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code Section 1815, work performed by employees of Consultant in excess of eight hours per day, and 40 hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of eight hours per day at not less than one and one-half times the basic rate of pay. 11. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Consultant hereby certifies as follows: I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract." 12. For every subcontractor who will perform work on the project, Consultant shall be responsible for such subcontractor's compliance with Chapter 1 and Labor Code Sections 1860 and 3700, and Consultant shall include in the written contract between it and each subcontractor a copy of those statutory provisions and a requirement that each subcontractor shall comply with those statutory provisions. Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a periodic review of the certified payroll records of the subcontractor and upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take corrective action to halt or rectify any failure. 13. To the maximum extent permitted by law, Consultant shall indemnify, hold harmless and defend (at Consultant's expense with counsel reasonably acceptable to City) City, its elected and appointed officials, officers, employees, agents, servants, and those City agents serving as independent contractors in the role of City officials, and volunteers and against any demand or claim for damages, compensation, fines, penalties or other amounts arising out of or incidental to any acts or omissions listed above by any person or entity (including Consultant, its subcontractors, and each of their officials, officers, employees, agents and servants) in connection with any work undertaken or in connection with the Agreement, including without limitation the payment of all consequential damages, attorneys' fees, and other related costs and expenses. All duties of Consultant under this Section shall survive the termination of the Agreement. ACOR" CERTIFICATE OF LIABILITY INSURANCE DATE (M2/2025YY) 04/02/2025 THIS CERTIFICATE IS ISSUED ASA MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES TYPE OF INSURANCE BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED WVD REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. POLICY EFF IMPORTANT. If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. LIMITS If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on X COMMERCIAL GENERAL LIABILITY this certificate does not confer rights to the certificate holder in lieu of such endorsemengs). PRODUCER NTA TCertificate Issuance Team NAME: Comprehensive Insurance Services A/c°NNo Eat : (949) 709-8800 AX No CLAIMS -MADE Fx_] OCCUR 26429 Rancho Parkway South E-MAIL SS: jeremy@thecomprehensiveinsurance.com ADDRE INSURER(S) AFFORDING COVERAGE NAIC # Suite 120 INSURERA : Landmark American Insurance Company 33138 Lake Forest CA 92630 INSURED INSURER B: Hartford Accident & Indemnity Company 22357 Duke Cultural Resources Management, LLC INSURER C : Employers Preferred Insurance Company 10346 18 Technology Dr. INSURER D: General Star Indemnity Company 37362 INSURER E: LHC861203 Ste. 103 INSURER F: Irvine CA 92618 CAVFRAGFS CERTIFICATE NUMBER: CL2491807141 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. I TR TYPE OF INSURANCE INSD WVD POLICY NUMBER POLICY EFF MM DD POLICY EXP LIMITS /i X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 CLAIMS -MADE Fx_] OCCUR UA GE 0 RENTED PREMISES Ea occurrence $ 50,000 MED EXP (Any one person) $ 5,000 X $5,000 Deductible PERSONAL&ADV INJURY $ 2,000,000 A Y Y LHC861203 09/19/2024 09/19/2025 GEN'LAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $ 3,000,000 X POLICY ❑ JECT PRO F-] LOC PRODUCTS - COMPIOPAGG $Included Gen Agg $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 Ea accident BODILY INJURY (Per person) $ X ANY AUTO B OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY Y Y 72UECCB0712 09/19/2024 09/19/2025 BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ Per accident UMBRELLA LIABX OCCUR EACH OCCURRENCE $ 1,000,000 AGGREGATE $ 1,000,000 D X EXCESSLwe CLAIMS -MADE IXG680562 09/19/2024 09/19/2025 DED i I RETENTION $ $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) NIA Y EIG 2872183 O6 09/19/2024 09/19/2025 H X SEATUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE- EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below $2,000,000 Each Claim A Professional Liability - Retroactive Date 4/12/11 ($1m/2m), 8/8/22 ($2m/3M) LHC861203 09/19/2024 09/19/2025 $3,000,000 Aggregate Included In Total General Aggregate above DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Seal Beach LCWA Watermain & Beverly Manor Booster PS Project - City of Seal Beach, 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 for General Liability pursuant to the attached endorsement RSG 95001 0903. This insurance is primary per same endorsement RSG 95001 0903. Waiver of Subrogation applies for General Liability pursuant to the attached endorsement RSG54078 0310. Additional Insured status for Auto applies pursuant to the attached endorsement HA 9916 03 12. Waiver of Subrogation for Auto applies pursuant to the attached endorsement HA 9916 03 12. Waiver of Subrogation applies for Workers Compensation pursuant to the attached endorsement WC 04 03 06. 30 day notice of cancellation with 10 day notice of cancellation for non-payment of premium per policy provision. reortetrwro unl rico CANCFI I ATION U 1989-ZU15 AGUKU VVKII'UKAI IUN. All rlgnts reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Seal Beach ACCORDANCE WITH THE POLICY PROVISIONS. 211 8th St. AUTHORIZED REPRESENTATIVE CA 90740 i " Seal Beach /i U 1989-ZU15 AGUKU VVKII'UKAI IUN. All rlgnts reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD This Endorsement Changes The Policy. Please Read It Carefully. ADDITIONAL INSURED (BLANKET - PRIMARY) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART WHO IS AN INSURED (Section II) is amended to include as an insured: any person, organization, trustee, estate or Governmental entity to whom or to which you are obligated, by virtue of a written contract or by the issuance or existence of a permit, to provide insurance such as is afforded by this policy, but only with respect to operations performed by you or on your behalf or to facilities used by you and then only for the limits of liability specified in such contract, but in no event for limits of liability in excess of the applicable limits of liability of this policy, provided that such person, organization, trustee, estate or Governmental entity shall be an Insured only with respect to occurrences taking place after such written contract has been executed or such permit has been issued. If you are required by a written contract to provide primary insurance this policy shall be primary as respects your negligence and Section IV, Condition 4. Other Insurance does not apply, but only with respect to coverage provided by this policy. All other terms and conditions of this policy remain unchanged. This endorsement effective 9/19/2024 forms part of Policy Number LHC861203 issued to DUKE CULTURAL RESOURCES MANAGEMENT, LLC by Landmark American Insurance Company Endorsement No.: RSG 95001 0903 LANDMARK AMERICAN INSURANCE COMPANY This Endorsement Changes The Policy. Please Read It Carefully. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: Any Person or Organization As Required By Written Contract The following is added to SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, 8. TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US: We waive any right of recovery we may have against the person or organization shown in the SCHEDULE above because of payment we make for injury or damage arising out of your ongoing operations, "your product' or "your work" done under a written contract with that person or organization and included in the "product -completed operations hazard". This waiver applies only to the person or organization shown in the SCHEDULE above. This endorsement effective 9/19/2024 Forms part of Policy Number LHC861203 Issued to DUKE CULTURAL RESOURCES MANAGEMENT LLC by Landmark American Insurance Company Endorsement No.: 21 RSG 54078 0310 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Copyright, Insurance Services Office, Inc., 2009 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT -CALIFORNIA 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.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization Job Description With respect to all employees subject to the workers' compensation laws of the state of California, any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. This policy is subject to a minimum charge of $250 for the issuance of waivers of subrogation This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) This endorsement, effective 09/19/2024 Policy No. EIG 2872183 06 Issued to DUKE CULTURAL RESOURCES Premium Countersigned at at 12:01 AM standard time, forms a part of Of the EMPLOYERS PREFERRED INS. CO. Carrier Code 00920 on LIM Endorsement No. Authorized Representative WC 04 03 06 (Ed. 4-84) © 1998 by the Workers' Compensation Insurance Rating Bureau of California. All rights reserved. 72UECCB0712 COMMERCIAL AUTOMOBILE HA 99 16 12 21 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form, the provisions of this endorsement apply. 1. BROAD FORM INSURED Paragraph .1. - WHO IS AN INSURED - of Section II - Liability Coverage is amended to add the following: d. Subsidiaries and Newly Acquired or Formed Organizations The Named Insured shown in the Declarations is amended to include: (1) Any legal business entity other than a partnership or joint venture, formed as a subsidiary in which you have an ownership interest of more than 50% on the effective date of the Coverage Form. However, the Named Insured does not include any subsidiary that is an "insured" under any other automobile policy or would be an "insured" under such a policy but for its termination or the exhaustion of its Limit of Insurance. (2) Any organization that is acquired or formed by you and over which you maintain majority ownership. However, the Named Insured does not include any newly formed or acquired organization: (a) That is a partnership or joint venture, (b) That is an "insured" under any other policy, (c) That has exhausted its Limit of Insurance under any other policy, or (d) 180 days or more after its acquisition or formation by you, unless you have given us notice of the acquisition or formation. Coverage does not apply to "bodily injury" or "property damage" that results from an "accident" that occurred before you formed or acquired the organization. Form HA 99 16 12 21 e. Employees as Insureds (1). Any "employee" of yours while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. f. Lessors as Insureds (1). The lessor of a covered "auto" while the "auto" is leased to you under a written agreement if: (a) The agreement requires you to provide direct primary insurance for the lessor and (b) The "auto" is leased without a driver. Such a leased "auto" will be considered a covered "auto" you own and not a covered "auto" you hire. g. Additional Insured if Required by Contract (1) When you have agreed, in a written contract or written agreement, that a person or organization be added as an additional insured on your business auto policy, such person or organization is an "insured", but only to the extent such person or organization is liable for "bodily injury" or "property damage" caused by the conduct of an "insured" under paragraphs a. or b. of Who Is An Insured with regard to the ownership, maintenance or use of a covered "auto." The insurance afforded to any such additional insured applies only if the "bodily injury" or "property damage" occurs: (a) During the policy period, and (b) Subsequent to the execution of such written contract, and © 2021, The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission.) Page 1 of 5 72UECCB0712 (c) Prior to the expiration of the period of time that the written contract requires such insurance be provided to the additional insured. (2) How Limits Apply If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy, the most we will pay on behalf of such additional insured is the lesser of: (a) The limits of insurance specified in the written contract or written agreement, or (b) The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to Limits of Insurance shown in the Declarations and described in this Section. (3) Additional Insureds Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract or written agreement that this insurance is primary and non-contributory with the additional insured's own insurance. (4) Duties in The Event Of Accident, Claim, Suit or Loss If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy, the additional insured shall be required to comply with the provisions in LOSS CONDITIONS 2. - DUTIES IN THE EVENT OF ACCIDENT, CLAIM , SUIT OR LOSS — OF SECTION IV — BUSINESS AUTO CONDITIONS, in the same manner as the Named Insured. 2. Primary and Non -Contributory if Required by Contract Only with respect to insurance provided to an additional insured in A.1.g. - Additional Insured If Required by Contract, the following provisions apply: (1) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract or written agreement that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in Other Insurance 5.d. (2) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract or written agreement that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (1) and (2) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self-insured amounts under all that other insurance. We will share the remaining loss, if any, by the method described in SECTION IV - Business Auto Conditions, B. General Conditions, Other Insurance 5.d. 3. AUTOS RENTED BY EMPLOYEES Any "auto" hired or rented by your "employee" on your behalf and at your direction will be considered an "auto" you hire. The SECTION IV- Business Auto Conditions, B. General Conditions, 5. OTHER INSURANCE Condition is amended by adding the following: e. If an "employee's" personal insurance also applies on an excess basis to a covered "auto" hired or rented by your "employee" on your behalf and at your direction, this insurance will be primary to the "employee's" personal insurance. Page 2 of 5 Form HA 99 16 12 21 72UECCB0712 4. AMENDED FELLOW EMPLOYEE EXCLUSION EXCLUSION 5. - FELLOW EMPLOYEE - of SECTION II - LIABILITY COVERAGE does not apply if you have workers' compensation insurance in -force covering all of your "employees". Coverage is excess over any other collectible insurance. 5. HIRED AUTO PHYSICAL DAMAGE COVERAGE If hired "autos" are covered "autos" for Liability Coverage and if Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form for any "auto" you own, then the Physical Damage Coverages provided are extended to "autos" you hire or borrow, subject to the following limit. The most we will pay for "loss" to any hired "auto" is: obligation for any difference between the actual cash value of the "auto" at the time of the "loss" and the "outstanding balance" of the loan/lease. "Outstanding balance" means the amount you owe on the loan/lease at the time of "loss" less any amounts representing taxes, overdue payments; penalties, interest or charges resulting from overdue payments; additional mileage charges, excess wear and tear charges, lease termination fees, security deposits not returned by the lessor; costs for extended warranties, credit life Insurance, health, accident or disability insurance purchased with the loan or lease; and carry-over balances from previous loans or leases. 8. AIRBAG COVERAGE (1) $100,000; (2) The actual cash value of the damaged or stolen property at the time of the "loss", or (3) The cost of repairing or replacing the 9 damaged or stolen property, whichever is smallest, minus a deductible. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. No deductible applies to "loss" caused by fire or lightning. Hired Auto Physical Damage coverage is excess over any other collectible insurance. Subject to the above limit, deductible and excess provisions, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. We will also cover loss of use of the hired "auto" if it results from an "accident", you are legally liable and the lessor incurs an actual financial loss, subject to a maximum of $1000 per "accident". This extension of coverage does not apply to any "auto" you hire or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company), or members of their households. 6. PHYSICAL DAMAGE - ADDITIONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE Paragraph AA.a. of SECTION III - PHYSICAL DAMAGE COVERAGE is amended to provide a limit of $50 per day and a maximum limit of $1,000. 7. LOAN/LEASE GAP COVERAGE Under SECTION III - PHYSICAL DAMAGE COVERAGE, in the event of a total "loss" to a covered "auto", we will pay your additional legal Under Paragraph B. EXCLUSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: The exclusion relating to mechanical breakdown does not apply to the accidental discharge of an airbag. ELECTRONIC EQUIPMENT - BROADENED COVERAGE a. The exceptions to Paragraphs B.4 - EXCLUSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE are replaced by the following: Exclusions 4.c. and 4.d. do not apply to equipment designed to be operated solely by use of the power from the "auto's" electrical system that, at the time of "loss", is: (1) Permanently installed in or upon the covered "auto", (2) Removable from a housing unit which is permanently installed in or upon the covered "auto"; (3) An integral part of the same unit housing any electronic equipment described in Paragraphs (1) and (2) above; or (4) Necessary for the normal operation of the covered "auto" or the monitoring of the covered "auto's" operating system. b. Section III, Physical Damage Coverage, Limit of Insurance, Paragraph C.2. is amended to add the following: $1,500 is the most we will pay for "loss" in any one "accident" to all electronic equipment (other than equipment designed solely for the reproduction of sound, and accessories used with such equipment) that reproduces, receives or transmits audio, visual or data signals which, at the time of "loss", is: Form HA 99 16 12 21 Page 3 of 5 72UECCB0712 (1) Permanently installed in or upon the covered "auto" in a housing, opening or other location that is not normally used by the "auto" manufacturer for the installation of such equipment; (2) Removable from a permanently installed housing unit as described in Paragraph 2.a. above or is an integral part of that equipment; or (3) An integral part of such equipment. c. For each covered "auto", should loss be limited to electronic equipment only, our obligation to pay for, repair, return or replace damaged or stolen electronic equipment will be reduced by the applicable deductible shown in the Declarations, or $250, whichever deductible is less. 10. EXTRA EXPENSE - BROADENED COVERAGE Under Paragraph A. - COVERAGE - of SECTION III - PHYSICAL DAMAGE COVERAGE, we will pay for the expense of returning a stolen covered "auto" to you. 11. GLASS REPAIR -WAIVER OF DEDUCTIBLE Under Paragraph D. - DEDUCTIBLE - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: No deductible applies to glass damage if the glass is repaired rather than replaced. 12. TWO OR MORE DEDUCTIBLES Under Paragraph D. - DEDUCTIBLE - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: If another Hartford Financial Services Group, Inc. company policy or coverage form that is not an automobile policy or coverage form applies to the same "accident", the following applies: (1) If the deductible under this Business Auto Coverage Form is the smaller (or smallest) deductible, it will be waived, (2) If the deductible under this Business Auto Coverage Form is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible. 13. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS The requirement in LOSS CONDITIONS 2.a. - DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS - of SECTION IV - BUSINESS AUTO CONDITIONS that you must notify us of an "accident" applies only when the "accident" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) A member, if you are a limited liability company; or (4) An executive officer or insurance manager, if you are a corporation. 14. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we will not deny coverage under this Coverage Form because of such failure. 15. HIRED AUTO - COVERAGE TERRITORY SECTION IV, BUSINESS AUTO CONDITIONS, PARAGRAPH B. GENERAL CONDITIONS, 7. - POLICY PERIOD, COVERAGE TERRITORY - is added to include the following: (6) For short-term hired "autos", the coverage territory with respect to Liability Coverage is anywhere in the world provided that if the "insured's" responsibility to pay damages for "bodily injury" or "property damage" is determined in a "suit," the "suit" is brought in the United States of America, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. 16. WAIVER OF SUBROGATION Paragraph 5. TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - of SECTION IV - BUSINESS AUTO CONDITIONS A. Loss Conditions is amended by adding the following: We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damages under this Coverage Form. 17. RESULTANT MENTAL ANGUISH COVERAGE The definition of "bodily injury" in SECTION V - DEFINITIONS, C. is replaced by the following: "Bodily injury" means bodily injury, sickness or disease sustained by any person, including mental anguish or death resulting from any of these. 18. EXTENDED CANCELLATION CONDITION Paragraph 2. of the COMMON POLICY CONDITIONS - CANCELLATION - applies except as follows: If we cancel for any reason other than nonpayment of premium, we will mail or deliver to the first Named Insured written notice of cancellation at least 60 days before the effective date of cancellation. Page 4 of 5 Form HA 99 16 12 21 72UECCB0712 19. HYBRID, ELECTRIC, OR NATURAL GAS VEHICLE PAYMENT COVERAGE In the event of a total loss to a "non -hybrid" auto for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form, then such Physical Damage Coverages are amended as follows: a. If the auto is replaced with a "hybrid" auto or an auto powered solely by electricity or natural gas, we will pay an additional 10%, to a maximum of $2,500, of the "non -hybrid" auto's actual cash value or replacement cost, whichever is less, b. The auto must be replaced and a copy of a bill of sale or new lease agreement received by us within 60 calendar days of the date of "loss," c. Regardless of the number of autos deemed a total loss, the most we will pay under this Hybrid, Electric, or Natural Gas Vehicle Payment Coverage provision for any one "loss" is $10,000. For the purposes of the coverage provision, a. A "non -hybrid" auto is defined as an auto that uses only an internal combustion engine to move the auto but does not include autos powered solely by electricity or natural gas. b. A "hybrid" auto is defined as an auto with an internal combustion engine and one or more electric motors; and that uses the internal combustion engine and one or more electric motors to move the auto, or the internal combustion engine to charge one or more electric motors, which move the auto. 20. VEHICLE WRAP COVERAGE In the event of a total loss to an "auto" for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form, then such Physical Damage Coverages are amended to add the following: In addition to the actual cash value of the "auto", we will pay up to $1,000 for vinyl vehicle wraps which are displayed on the covered "auto" at the time of total loss. Regardless of the number of autos deemed a total loss, the most we will pay under this Vehicle Wrap Coverage provision for any one "loss" is $5,000. For purposes of this coverage provision, signs or other graphics painted or magnetically affixed to the vehicle are not considered vehicle wraps. Form HA 99 16 12 21 Page 5 of 5