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AGMT - Nichols Consulting Engineers, CHTD (Pavement Management Report)
PROFESSIONAL SERVICES AGREEMENT for 2026 Pavement Management Plan between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 1.3 Nichols Consulting Engineers, CHTD 17050 Bushard Ave., Suite 200 Fountain Valley, CA 92708 714-848-8897 This Professional Services Agreement ("the Agreement") is made as of August 19, 2025 (the "Effective Date"), by and between Nichols Consulting Engineers, CHTD ("Consultant"), a Nevada corporation, and the City of Seal Beach ("City"), a California charter city (collectively, "the Parties"). RECITALS A. City desires certain Professional Engineering services for the 2026 Pavement Management Plan. B. Pursuant to the authority provided by its City Charter and Seal Beach Municipal Code § 3.20.025(C), the City solicited for proposals for the 2026 Pavement Management Plan and as further defined and described with specificity in Section 1.0 of this Agreement. Consultant submitted a proposal dated August 8, 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 licensed and registered Professional Engineers and are fully qualified to perform the professional services contemplated by this Agreement by virtue of its experience, and the training, education and expertise of its principals and employees. D. City desires to retain Consultant as an independent contractor and Consultant desires to serve City to perform those professional services in accordance with the terms and conditions of this Agreement. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. AGREEMENT 1.0 Scope of Services 1.1. Consultant's Services. In compliance with all terms, conditions and provisions of this Agreement, Consultant shall provide those professional services (collectively "Services") set forth in the Consultant's accepted proposal ("Proposal"), attached hereto as Exhibit A and incorporated herein by this reference, all to City's reasonable satisfaction. The Services relate to the following City project: 2026 Pavement Management Plan. 1.2. Agreement Documents; Order of Precedence. 1.2.1. The Agreement Documents include this Agreement itself, and all of the following: (i) the Proposal, including all standards, appendices and exhibits attached thereto or referenced therein (Exhibit A); and ii) Terms for Compliance with California Labor Law Requirements (Exhibit B), all of which are incorporated herein by this reference. 1.2.2. In the event of any inconsistency or conflict between this Agreement and any Exhibit or incorporated documents, the order of precedence 2 of 22 shall be as follows: (i) this Agreement; and then (ii) Exhibit B (Terms for Compliance with California Labor Law Requirements); and then (iii) Exhibit A (the Proposal) shall control. In the event there is any conflict between the Agreement, on the one hand, and Exhibits A and B 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. Payment for additional work in excess of this amount requires prior City Manager authorization. 2.0 Term 2.1. Original Term. The term of this Agreement shall commence on August 19, 2025, and shall remain in full force and effect until August 18, 2026, unless sooner terminated as provided in Section 5.0 of this Agreement. 3of22 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 hourly rates shown on the fee schedule set forth in Exhibit A for the Services but in no event will City pay more than the total not -to -exceed amount of $28,000 (Twenty - Eight Thousand 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 A, 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 bV 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 4of22 immediately upon the effective termination date. Upon termination, City shall be immediately given title to and possession of all Work Product (as defined in Subsection 11.1 of this Agreement) and all other documents, writings, and/or deliverables produced or developed pursuant to this Agreement. Provided that Consultant is not then in breach, City shall pay Consultant 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 terminatlon. 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. Charlene R. Palmer is the Consultant's primary representative for purposes of this Agreement. Charlene R. Palmer shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the Services hereunder. Consultant may not change its representative without the prior written approval of City, which approval shall not be unreasonably withheld. 7.0 Notices 7.1. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the United States Mail, first class postage prepaid and addressed to the party at the following addresses: To City: City of Seal Beach 211 -8th Street Seal Beach, California 90740 Attn: City Manager To Consultant: Nichols Consulting Engineers, CHTD 2300 E Katella Avenue, Suite 125 5 of 22 Anaheim, CA 92806 Attn: Vivek Jha 7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 8.0 Permits and Licenses Consultant and all of Consultant's employees and other personnel shall obtain and maintain during the Agreement term all necessary licenses, registrations, permits and certificates required by law for the provision of the Services under this Agreement, including a business license as required by the Seal Beach Municipal Code. 9.0 Independent Contractor 9.1. Consultant is an independent contractor and not an employee of City. All work or other Services provided pursuant to this Agreement shall be performed by Consultant or by Consultant's employees or other personnel under Consultant's supervision. Consultant will determine the means, methods, and details by which Consultant's employees and other personnel will perform the Services. Consultant shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Services and compliance with the customary professional standards. 9.2. All of Consultant's employees and other personnel performing any of the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant and Consultant's personnel shall not supervise any of City's employees; and City's employees shall not supervise Consultant's personnel. Consultant's personnel shall not wear or display any City uniform, badge, identification number, or other information identifying such individual as an employee of City; and Consultant's personnel shall not use any City e-mail address or City telephone number in the performance of any of the Services under this Agreement. Consultant shall acquire and maintain at its sole cost and expense such vehicles, equipment and supplies as Consultant's personnel require to perform any of the Services required by this Agreement. Consultant shall perform all Services off of City premises at locations of Consultant's choice, except (i) as otherwise required for the performance of Services on City real property, facilities, vehicles or equipment; (ii) as otherwise may from time to time be necessary in order for Consultant's personnel to receive projects from City, review plans on file at City, pick up or deliver any work product related to Consultant's performance of any Services under this Agreement, or (iii) as may be necessary to inspect or visit City locations and/or private property to perform such Services. City may make a computer available to Consultant from time to 6of22 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 7of22 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 tho Sorvices 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. 12.2. 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. 12.3. 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; 17.8. PrImaj y and Nun-Cunlribulirig. 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. Se2aration 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 Acireement 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 Re uirements 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 B, attached hereto and incorporated by reference herein. 22.0 Entire Agreement This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both Parties. 17 of 22 23.0 Severability The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement. 24.0 Government Code Claim Compliance In addition to any and all requirements of this Agreement pertaining to notices of and requests for compensation or payment for additional services, disputed work, claims and/or changed conditions, Consultant must comply with the claim procedures set forth in Government Code Section 900 et seq. prior to filing any lawsuit against City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to additional services, disputed work, claims, and/or changed conditions have been followed by Consultant. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant shall be barred from bringing and maintaining a lawsuit against City. 25.0 Governing Law and Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California, except that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in interpreting this Agreement. Orange County, California, shall be the venue for any action or proceeding that may be brought by reason of, that arises out of, and/or relates to any dispute under this Agreement (whether contract, tort or both). 26.0 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. 36.0 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. 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: Iris , irector of Public Works Attest: 0 loria D. Harper, City Approved as to Form: By: Nicholas Ghirelli, City Attorney CONSULTANT: Nichols Consulting Engineers, CHTD, a Nevada Corporation By: Name: �2 P Its:b p \j 1 C� 1 C Z.s. ally 'lease 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.) PROOF OF AUTHORITY TO BIND CONTRACTING PARTY REQUIRED 22 of 22 EXHIBIT A PROPOSAL (Consultant's Proposal for 2026 Pavement Management Plan, dated August 8, 2025) City of Seal Beach - 2826 Pavement Management Program Update a Table of Contents Tableof Contents ................................................ .................................................................................................... i A. Cover Letter.....................................................................................................................................................I B. Project Understanding.....................................................................................................................................1 C. Project Approach and Scope of Work................................................................................................................1 C.1 Work Plan......................................................................................................................................................1 Task 1— Project Management & Meetings...........................................................................................................1 Task2 — Field Investigation...................................................................................................................................1 Task 3 — Update Maintenance and Rehabilitation Strategies and History...........................................................2 Task 4 — Budgetary Analyses and Reports ............................... ,............ ................................................................ 2 D. Cost.................................................................................................................................................................4 E. Qualifications and Experience..........................................................................................................................5 E.1 Firm Profile .....................................................................................................................................................5 E.2 Specific Experience.......................................................................................................................................5 PavementManagement Expertise...................................................................... --- ......................................... 5 Relevant Experience..................................................... ........... r.............................................6 E.3 Demonstrated Experience Completing 5[milar Projects,,..`.....................................................................6 Collaboration. Commitment. Confidence."" A. Cover Letter August 8, 2025 Mr. David Spitz, PE, QSD City of Seal Beach 211 Eighth Street, Seal Beach, CA 90740 Via Email: DS itx sealbeachca. ov RE: Proposal for 2026 Pavement Management Program Update Dear David, NCE understands the City of Seal Beach (City) desires a qualified firm to provide professional engineering services for a Pavement Management Program (PMP) update. The NCE Team is highly qualified to perform the City's pavement distress survey and analysis, as we have successfully completed the City's most recent PMP Update in 2024, including submittal to the Orange County Transportation Authority's (OCTA) as required. NCE's recent experience with City provides our team with a clear understanding of the needs pertaining to the deliverable for this project, especially the need to determine the optimum budget and Pavement Condition Index (PCI) breakpoints for different pavement treatments that would keep the network PCI closer to the existing PCI of 78 or at least above 75 to meet the OCTA requirement for Measure M funding. If required, our team of pavement engineers will also utilize their extensive experience in developing multi-year focus plans for agencies across California to refine the recommendations obtained from PAVER to align with the City's approach in addressing these pavement distresses. The City can then use the recommendations received from the multi-year plan with minimal revision to develop the final street list for the yearly rehabilitation program. The NCE team proposed for this project has met and worked with the City staff. With more than 100 person-years of experience with PMPs and with NCE's 35 years of focus on pavement research, design, testing, and evaluation, NCE has more knowledge and understanding than any other pavement consulting firm in California. Our highly trained technical staff are experienced in data collection and have worked together on many comparable PMP projects throughout California. We have developed an excellent reputation for dedication, integrity, productivity, quality of work, and service to our clients. The NCE team offers the following to the City: ■ Previous Seal Beach and local PMP experience ■ PAVER experience and proficiency ■ Expertise in pavement engineering ■ OCTA and MTC -certified inspectors • Experience with OCTA submittals Innovative pavement strategies with sustainable options Experienced with developing a multi-year focus plan based on pavement distress only Rigorous quality control practices As Principal of NCE, I am authorized to negotiate and sign contracts on behalf of the firm. I will also serve as Project Manager and the main point of contact for this proposal. I can be reached by phone at (909) 362-7936 or via email at VJha(@ncenet.com. We appreciate your consideration of our proposal and look forward to continuing our collaboration with the City of Seal Beach. Sincerely, NCE �we. � Vivek Jha, MS, PE Principal 2300 E Katella Ave, Suite 125 Anaheim, CA 92806 (657)275-3018 Engineering & Environmental Services City of Seal Beach — 2026 Pavement Management Program Update a B. Project Understanding NCE understands that the City of Seal Beach is seeking aqua I ified consultant to assist the City in updating its StreetSaver® PMP. NCE staff have familiarity with the City's network from our previous projects, includingthe delivery of the last Pavement Management Plan update. To receive local funding assistance from Measure M, the City is required to perform a PMP update and report the findings to OCTA every two years (on even years). OCTA requires inspections every 2 years for arterial streets and every 6 years for residential streets. As part of this project, the entire street network of 49.3 centerline miles (MPAH: 19.6 miles, Local: 29.7 miles) will be evaluated. To enable the City's PMP to be updated appropriately, the NCE team consists of OCTA - certified and experienced inspectors who will collect accurate, reliable, and consistent data. To ensure consistency with previous results, NCE proposes to use the same OCTA -certified inspectors that conducted the last cycle. Accurate PCI data will form the foundation for the analyses and reports. NCE is experienced not just in collecting data, but also in developing maintenance and rehabilitation (M&R) strategies that are sustainable, innovative, and cost-effective. C. Project Approach and Scope of Work NCE has assembled a team of highly experienced individuals who have implemented PMPs and updates throughout Southern California. The NCE team will be led by Vivek Jha, MS, PE, who will be responsible for day-to-day project management. Timin Punnackal, MS, PE, as NCE's proposed quality assurance/quality control (QA/QC) Manager, will have responsibility for incorporating the QA/QC steps into our work. The majority of the team proposed for this project is the same team that worked on the City's last three updates, ensuring continuity and institutional knowledge. CA Work Plan Task 1— Project Management & Meetings NCE will meet with City staff to review the schedule, budget, project documents, project goals, format of deliverables, and clarify the responsibility of each party. At a minimum, items to be discussed will include: ■ Scope of work, project schedule, budget, and invoicing requirements • Review of decision tree refinements and zone optimization strategies based on previous cycle performance • Discussion of comprehensive zone coverage objectives and long-term planning requirements • Format of deliverables and reporting requirements • Points of Contact and communication protocols NCE will schedule additional meetings with City staff at appropriate milestones to review work performed, update progress, and address any questions or issues that arise. Deliverables: Meeting agendas and meeting summaries Task 2 — Field Investigation NCE's OCTA -certified inspector will perform a Pavement Condition Survey of the entire street network of 49.3 centerline miles (excluding private streets). The survey shall include: • Evaluation of ride quality for streets • Evaluation of surface condition and identification of surface distresses for streets NCE will document the methodology for performing the Pavement Condition Survey, including quality control procedures, to be included in the Final Report. The City requires that surveys be conducted only by having the evaluator walk each street. To ensure consistency with previous cycles, Franc Escobedo and Joseph Deleon who performed the survey, the last cycle in 2023/24 will be City of Seal Beach — 2026 Pavement Management Program Update a assigned to perform the survey this cycle, enabling consistency in the data. Additionally, Shaun Russo who performed field QA/QC last cycle will be again performing the QA/QC. NCE will enter Pavement Condition Survey data in PMP software and determine the present status of the roadway network; the present status of the network should be performed for the entire network, among varying functional classifications, and among varying PMP evaluation criteria. For residential/collector streets not included in the field survey, the pavement management program software shall model the deterioration of these streets based on the most recent field data available. All pavement distress data collection procedures and reporting shall be pursuant to ASTM D6433 and OCTA PMP guidelines. Please note that NCE's scope of work and condition surveys do not address issues, including but not limited to traffic, safety, and road hazards, geometric issues, road shoulders, sidewalks, curb and gutters, drainage issues, or short-term maintenance that should be performed. NCE will provide a Quality Control Plan, including an approach on how to maintain consistency and accuracy during data collection and analysis. All street inspections must be performed by inspectors certified by OCTA for the PMP program. NCE incorporates a QC component into all projects. For this project, we have proposed the appointment of a QA/QC Manager, Timin Punnackal, MS, PE, who will oversee the following: • Calibration of all data collection activities • Review of field activities, including spot checks on the field crews • Review field procedures and make changes as needed • Compare the field data collected with on-site conditions • Review of all data entry functions, including random spot checks • Review of reports generated and analyses performed to ensure a quality product NCE's QA/QC Plan provides for a minimum of 5% of the field data to be re -inspected by a different inspector. A comparison of the distresses (type, severity, and quantity) will be made, and at least 95% of re -inspected sections must be in compliance. Deliverables: Quality Control Plan; Updated pavement management database; Citywide PCI Listing Reports NCE's pavement inspectors have undergone a rigorous certification test through both OCTA and MTC's "Inspector Certification/Testing" programs. Task 3 — Update Maintenance and Rehabilitation Strategies and History NCE will review all maintenance and rehabilitation activities conducted by the City since the last PMP and incorporate them into the new assessment. This historical data is critical for validating the effectiveness of the current decision tree and predicting future treatment performance. The City will need to provide historical records, including: • Street name, Street ID, and Section ID • Beginning and ending limits of work • Type of Treatment • Date of Treatment • Cost of Treatment (Optional) Populating the PAVER database with recent historical data is extremely useful for determining future treatments, predicting the performance of various pavement sections, and validating the effectiveness of current maintenance strategies. This includes overlays, reconstructions, and surface seals. Deliverables: Updated PAVER Database with M&R history Task 4 — Budgetary Analyses and Reports NCE will identify and determine a preventative maintenance program and rehabilitation strategy. We will identify the type of maintenance, rehabilitation, or replacement treatment required for each street segment and the estimated cost for performing these alternative treatments. NCE will coordinate with City staff to obtain concurrence on decision tree thresholds and unit prices, City of Seal Beach — 2026 Pavement Management Program Update a NCE will then work with City staff to determine existing annual funding expenditures for street maintenance/rehabilitation and current available funding sources. NCE will review the latest bid tabs from the City, along with recent bid tabs from neighboring cities and other Southern California agencies. NCE will use these recent bid tabs to develop comprehensive unit costs and build in appropriate escalation factors to account for inflation when this plan is implemented by the City. NCE will leverage its extensive civil design experience to develop appropriate costs for different treatments and will be able to account for non -pavement items such as curb ramps, curb and gutter repair, and other concrete work that are typically required as part of pavement rehabilitation projects. This comprehensive approach ensures that the City has realistic cost estimates that reflect the true cost of project implementation. NCE will develop and analyze 4 comprehensive budget scenarios using the City's projected annual pavement budgets. Each scenario will provide detailed annual costs and corresponding network PCTs for extended implementation cycles. These analyses will specifically address how and when deferred streets are treated in the program cycle, ensuring the City has a clear roadmap for addressing all streets within each zone over time. In simplistic terms, this module answers the questions: 'If 1 only have limited funds for road maintenance and repair, which streets have the highest priority? When should I perform the repairs? How much will it cost?" As part of the above -noted budget scenarios, NCE will also perform the required OCTA analysis. The three required OCTA budget scenarios are: Current Funding Level: Analysis of network performance under existing budget allocations Maintain Current PCI Condition: Funding requirements to sustain current network PCI levels To Improve Current PCI Condition: Budget scenarios to enhance overall network condition Simply put the Budget -Need analysis answers these questions: '?f 1 have unconstrained funding to meet my PCI goals, which streets should 1 fix? When should I fix them? What treatments should 1 apply? How much will it cost?" NCE will prepare a final PMP report and any other required submittal items, as per OCTA guidelines. The report shall include, without limitation, the methods, findings, and recommendations of the consultant, which shall be presented in a single comprehensive document which should include findings generated as part of the other tasks described herein. Upon City approval to finalize the Final Report,. A preliminary street list and Geographic Information Systems (GIS) map shall be prepared and submitted for the City's review. Upon completion of this review, all comments and changes shall be incorporated, and a final street list and GIS map shall be submitted. At a minimum, the Final report will contain: • Executive Summary outlining complete report and strategic recommendations • Methodologies utilized for field surveys and budget analysis • Current overall pavement conditions (PCI) and comparison with previous cycles ■ Condition distribution by functional road classification and maintenance zone • Decision tree analysis and refinement recommendations ■ Comprehensive budget scenario analysis including zone completion strategies • Analysis allowing the City to measure impact of deferred maintenance for various funding levels • Exhibit showing proposed annual work based upon available funding over a 7 -year period • GIS map exhibits showing existing PCI ratings and comprehensive 7 -year work program • Quality Management Plan document • OCTA -compliant report and data files City of Seal Beach — 2026 Pavement Management Program Update 40 Deliverables: Updated Decision tree with Unit Cost, Draft and Final Reports; Pavement management plan certification; Pavement management data files in a form usable by OCTA; Electronic files for OCTA submittal D. Cost The cost for the above noted scope of work is shown below. Task 1 Project Management & Kickoft Meeting 6 2 4 $ 2,160 Task 2: Pavement Survey 1 1 24 96 $ 15,710 Task 3: Update Maintenance and Rehabilitation Strategies and History 2 8 $ 1,620 Task 4: Budgetary Analyses and Reports 1 10 40 2 $ 8,510 Assumptions: Tasks 1, 3 & 4 include 1 meeting each. Task 2 assumes 41 3 centerline miles and no new streets added since the last survey. Waking surveys are assumed Task 3 assumes 2 years of M&R history 9icna the last update to be updated ui the Cily's PAVER database. City of Seal Beach — 2026 Pavement Management Program Update a E. Qualifications and Experience E.1 Firm Profile NCE enjoyed providing the City with its PMP update in 2024, which included pavement inspections �* and analyses of pavement data to determine the most feasible alternative for M&R of the City's 4111111I N C E streets. We have developed an excellent rapport and professional relationships with City staff. Also, CoOaborahon Commitment Confldence- Franc Escobedo was the lead technician and will continue in the same role, ensuring data reliability Protect Office: 2300 E Katella Ave, suite 125 and continuity. 35 NCE is a client -focused professional consulting firm integrating the disciplines of engineering and YEARS STRONG science, and planning to address the infrastructure and resource challenges facing our communities today and in the future. Unique among other civil engineering firms, we have specialized in pavement technology, including pavement management, design, and research for more than 7 three decades. OFFICES We have performed pavement condition surveys ranging from state highways in 12 states to local street networks in over 200 cities and counties in California. We have surveyed over 100,000 miles 130 of pavements, including alleys and parking lots. Our field data collection ranges from walking EMPLOYEES surveys as per the OCTA protocols to using specialized automated equipment to collect data such as pavement distresses, roughness, structural strength (deflection testing), to asset data (signs, Protect Office: 2300 E Katella Ave, suite 125 signals, curb ramps, marking, sidewalks, etc.). Our services include pavement evaluation, testing, Anaheim, CA 92806 and design, civil engineering, and the research and design of sustainable and innovative pavement P: (657) 275-3018 technologies. NCE was established in 1990, and we have since grown to over 130 employees in seven offices throughout California and Nevada. More than 85% of NCE's revenues come from local, state, and federal agencies, providing NCE with an in-depth understanding of current regulations, policies, and procedures, as well as best practices. Similar to the past project with the City, NCE's Anaheim office will be responsible for the work and delivery of this project. E.2 Specific Experience Pavement Management Expertise NCE has extensive experience evaluating and implementing pavement management NCE works closely with OCTA systems for numerous public agencies throughout California and the West Coast. We are on numerous issues; we a nationally recognized pavement specialty firm with broad capabilities and expertise in developed the original the areas of pavement management, civil engineering, and pavement design, evaluation, countywide PMP guidelines and analysis. We provide pavement management services and are proficient with most and can ensure that the City's software currently in use, including StreetSaver®, PAVER'", and Cartegraph, which account submittals will be compliant for 76% of all California agencies. We have successfully implemented PMP for numerous with Measure M2. cities and can assist the City in planning a regional multi-year CIP more effectively. We are active in over 10 pavement -related (including pavement and asset management) committees at the Transportation Research Board (TRB), a national research organization. NCE's prior project experience with hundreds of other cities on PMP and pavement design allows us to deliver accurate, reliable, consistent pavement data that may then be used by the City to develop pavement strategies and make future funding decisions. NCE's expertise in pavement management systems is exemplified by our close relationship with OCTA and MTC, both agencies known for their PMP distress and software training, guidelines, and certification programs. We are both OCTA and MTC certified, and we have a solid familiarity and working knowledge of StreetSaver®. Additionally, over the years, we have also obtained a positive and collaborative relationship with StreetSaver® management and technical staff, which serves as a benefit to our clients. When issues arise, StreetSaver® staff serve as an extension of NCE's team and respond quickly to inquiries. Our close relationship with MTC exemplifies NCE's expertise in PMPs. Therefore, we offer the City superior service and a wealth of knowledge and skills working on the program and utilizing the data to apply and recommend new pavement technologies for design and rehabilitation. We are committed to remaining at the forefront of the latest PMP technology and methodology. City of Seal Beach — 2026 Pavement Management Program Update 41 Relevant Experience NCE has completed over 200 identical or similar projects throughout NCE has performed PMP/PMS California, delivering the services the City has requested for this project, implementations and updates for more cities including PMP/PMS updates for over 80 cities and counties in Southern and counties than any other firm in California. California alone. E.3 Demonstrated Experience Completing Similar Projects Below are examples of relevant projects completed by NCE and NCE personnel within the last five years that demonstrate PMP expertise as well as the experience and capabilities that we can provide for the City. City of Seal Beach PAVEMENT MANAGEMENT PROGRAM UPDATES City of Yorba Linda NCE has been serving the pavement management needs of the City of Seal Beach through three consecutive cycles since 2004 with the last update performed by NCE in 2024. As part of the 2024 update, the NCE team performed visual survey in accordance with ASTM D6433, for the entire street network of 49.3 centerline miles. The NCE team, like the previous updates, updated the City's M&R in the PAVER database and the performed budget analysis to determine the budget needs and the impact of different budget scenarios on the City's PCI. The NCE team also prepared the required OCTA M2 deliverables which were accepted by OCTA. Key Staff. Vivek Jha (Client/Project Manager), Timin Punnackal (Project Engineer), Alberto Rocher (Staff Engineer/PMP Analyst), Shaun Russo (Staff Engineer/PMP Analyst), Franc Escobedo (Senior Field Technician), Joseph DeLeon (Senior Field Technician) PAVEMENT MANAGEMENT PROGRAM UPDATES NCE has been serving the pavement management needs of the City of Yorba Linda through three consecutive cycles since 2020. In 2020, the NCE team successfully transitioned the City's PAVERTm database to the MTC StreetSaver® platform. As part of the PMP updates for the 2020 and 2022 cycles, the NCE team completed several key tasks. These included converting the PAVERT"' databases to StreetSaver® in 2020, verifying all street inventory such as lengths, widths, and locations, and field verifying the pavement inventory. The team also performed distress and condition surveys using the walking method on all City -maintained streets, covering 215 centerline miles, in accordance with ASTM D6433. They calculated the PCI for each street section, performed budgetary analyses including three funding scenarios, and developed both a seven-year maintenance and repair work plan and a two- year work plan. NCE completed the City's PMP Update in 2023/24, with the final report prepared and submitted to OCTA in May 2024. Key Staff. Vivek Jha (Client/Project Manager), Timin Punnackal (Project Engineer), Mahmoud Samara (Pavement Engineer), Alberto Rocher (Staff Engineer/PMP Analyst), Shaun Russo (Staff Engineer/PMP Analyst), Franc Escobedo (Senior Field Technician), Joseph DeLeon (Senior Field Technician) City of Seal Beach — 2026 Pavement Management Program Update a City of Anaheim PAVEMENT MANAGEMENT PROGRAM UPDATES NCE has maintained a decade-long partnership with the City of Anaheim since 2013, managing their PMP in full compliance with OCTA Measure M2 requirements. Our comprehensive approach covers 584 centerline miles through systematic ASTM D6433 assessments, International Roughness Index data collection, and rigorous quality control protocols. We've consistently delivered strategic funding scenarios targeting optimal network performance -75 PCI for arterials and 71 PCI for locals— while effectively managing backlog constraints. This proven track record led to the successful completion of the 2022/23 PMP update and the Arterial Streets 5 -Year Plan. Based on the past performance with the City, NCE was awarded another contract to update the City's PMP from 2025-2029. Key Staff. Vivek Jha (Client/Project Manager), Timin Punnackal (Project Engineer), Mahmoud Samara (Pavement Engineer), Alberto Rocher (Staff Engineer/PMP Analyst), Shaun Russo (Staff Engineer/PMP Analyst), Franc Escobedo (Senior Field Technician), Joseph DeLeon (Senior Field Technician) Orange County PAVEMENT MANAGEMENT PROGRAM UPDATES Building on our initial 2009 selection, NCE has evolved into the County's trusted biennial PMP partner across their 674 -mile network. Our relationship deepened significantly when we successfully transitioned their system from PAVER'" to StreetSaver® in 2016, demonstrating our technical adaptability and change management expertise. Beyond core pavement management, we've expanded our scope to comprehensive right-of-way asset inventory—from traffic signals to sidewalk infrastructure—showcasing how strong client relationships naturally grow through consistent performance and strategic value -add services. Key Staff.• VivekJha (Client/Project Manager and QA/QC), Timin Punnackal (Project Engineer), Mahmoud Samara (Pavement Engineer), Alberto Rocher (Staff Engineer/PMP Analyst), Shaun Russo (Staff Engineer/PMP Analyst), Franc Escobedo Senior Field Technician), Joseph DeLeon (Senior Field Technician) Orange County Transportation Authority M2 PMP SUPPORT SERVICES; PAVERTm AND STREETSAVER° TRAINING WORKSHOPS Our 27 -year partnership with OCTA represents our longest -standing client relationship, spanningthe county's entire 6,500+ mile network serving three million residents. This deep collaboration culminated in our 2024 selection for PMP Support Services, where we conducted comprehensive practice reviews across 34 of 35 county agencies. Complementing our consulting work, we've delivered annual training workshops since 2011, consistently earning "good/excellent" ratings while building county -wide technical capacity. This dual role—as both technical consultant and knowledge transfer specialist—positions us uniquely in the regional pavement management ecosystem. Key Staff. VivekJha (Project Manager, Lead Instructor/Trainer), Mahmoud Samara (Support Staff), Alberto Rocher (Support Staff), Shaun Russo (Trainer/Support Staff), Franc Escobedo (Senior Field Technician/Trainer), Joseph DeLeon (Senior Field Technician/Trainer) EXHIBIT B TERMS FOR COMPLIANCE WITH CALIFORNIA LABOR LAW REQUIREMENTS 1. This Agreement calls for services that, in whole or in part, constitute "public works" as defined in Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code ("Chapter 1"). Further, Consultant acknowledges that this Agreement is subject to (a) Chapter 1 and (b) the rules and regulations established by the Department of Industrial Relations ("DIR") implementing such statutes. Therefore, as to those Services that are "public works", Consultant shall comply with and be bound by all the terms, rules and regulations described in 1(a) and 1(b) as though set forth in full herein. 2. California law requires the inclusion of specific Labor Code provisions in certain contracts. The inclusion of such specific provisions below, whether or not required by California law, does not alter the meaning or scope of Section 1 above. 3. Consultant shall be registered with the Department of Industrial Relations in accordance with California Labor Code Section 1725.5, and has provided proof of registration to City prior to the Effective Date of this Agreement. Consultant shall not perform work with any subcontractor that is not registered with DIR pursuant to Section 1725.5. Consultant and subcontractors shall maintain their registration with the DIR in effect throughout the duration of this Agreement. If Consultant or any subcontractor ceases to be registered with DIR at any time during the duration of the project, Consultant shall immediately notify City. 4. Pursuant to Labor Code Section 1771.4, Consultant's Services are subject to compliance monitoring and enforcement by DIR. Consultant shall post job site notices, as prescribed by DIR regulations. 5. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages for each craft, classification, or type of worker needed to perform the Agreement are on file at City Hall and will be made available to any interested party on request. Consultant acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and Consultant shall post such rates at each job site covered by this Agreement. 6. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. Consultant shall, as a penalty to City, forfeit $200.00 for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Consultant or by any subcontractor. 7. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform City of the location of the records. 8. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6 and 1777.7 and California Code of Regulations, Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Consultant shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within 60 days after concluding work pursuant to this Agreement, Consultant and each of its subcontractors shall submit to City a verified statement of the journeyman and apprentice hours performed under this Agreement. 9. Consultant shall not perform work with any subcontractor that has been debarred or suspended pursuant to California Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. Consultant and subcontractors shall not be debarred or suspended throughout the duration of this Contract pursuant to Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. If Consultant or any subcontractor becomes debarred or suspended during the duration of the project, Consultant shall immediately notify City. 10. Consultant acknowledges that eight hours labor constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code Section 1810. Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. Consultant shall, as a penalty to City, forfeit $25.00 for each worker employed in the performance of this Agreement by Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code Section 1815, work performed by employees of Consultant in excess of eight hours per day, and 40 hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of eight hours per day at not less than one and one-half times the basic rate of pay. 11. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Consultant hereby certifies as follows: "I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract." 12. For every subcontractor who will perform work on the project, Consultant shall be responsible for such subcontractor's compliance with Chapter 1 and Labor Code Sections 1860 and 3700, and Consultant shall include in the written contract between it and each subcontractor a copy of those statutory provisions and a requirement that each subcontractor shall comply with those statutory provisions. Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a periodic review of the certified payroll records of the subcontractor and upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take corrective action to halt or rectify any failure. 13. To the maximum extent permitted by law, Consultant shall indemnify, hold harmless and defend (at Consultant's expense with counsel reasonably acceptable to City) City, its elected and appointed officials, officers, employees, agents, servants, and those City agents serving as independent contractors in the role of City officials, and volunteers and against any demand or claim for damages, compensation, fines, penalties or other amounts arising out of or incidental to any acts or omissions listed above by any person or entity (including Consultant, its subcontractors, and each of their officials, officers, employees, agents and servants) in connection with any work undertaken or in connection with the Agreement, including without limitation the payment of all consequential damages, attorneys' fees, and other related costs and expenses. All duties of Consultant under this Section shall survive the termination of the Agreement. NICHCON-02 MCCOWANA CERTIFICATE OF LIABILITY INSURANCE DATE(M s/zs12025 r) 2nx� THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License # OE67768 CONMra AE: cr Erica Wilson IOA Insurance Services PHONE FAX 3636 Nobel Drive ac NL, Ext): (858) 754-0063 50233 (qIC. No): (619) 574-6288 Suite 410 MAgIss, Erica.Wifson ioausaxom San Diego, CA 92122 ' INSURED INSURER B: Fireman's Fund I Nichols Consulting Engineers, CHTD INSURER C: 300 E. 2nd Street, Suite 1210 INSURER D: Reno, NV 89501 INSURER E: INSURER F: OVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. 'RI TYPE OF INSURANCE ;AOOL SUBR' POLICY NUMBER I POLICY EFF POLICY EXP R nu1 Ihsn Uflll7 iumnmrvv� iuumnry LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE [X] OCCUR X X X Limited Cont Uab X Sery Interest GENT AGGREGATE LIMIT APPLIES PER: POLICY JE ❑LOC A AUTOMOBILE LIABILITY X ANY AUTO X X IPSA0001184 OWNED SCHEDULED AUTOS ONLY AUTTNOSppAUTOS ONLY A�0-MX Lx Comp: $500 Cool.: SM ID A UMBRELLA LIAB OCCUR X EXCESS LIAB [�X CLAIMS -MADE IPSE0003030 DED I X I RETENTION $ 0 A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE FFICER/MEMBER EXCLUDED? F—]NIA Mandatory in NH) X IPSW0001955 If yes, describe under DESCRIPTION OF OPERATIONS below B Prof. I Poll. Liab. JUSFOO807825 B Ded.: $50k Per Claim USF00807825 5/17/2025 1 5/17/2026 Ded 5/17/2025 1 5/17/2026 5/17/2025 1 5/17/2026 5/17/2025 15/17/2026 I E. RENTED ADV E.L. DISEASE - 7/2026 Per Claim 5/17/2025 5/17/2026 /Aggregate DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Re: 2026 Pavement Management Plan City of Seal Beach its elected and appointed officials, officers, employees, agents, servants, and those City agents serving as independent contractors in the role of City officials are Additional Insureds with respect to General and Auto Liability per the attached endorsements as required by written contract. Insurance is Primary and Non -Contributory. Waiver of Subrogation applies to General Liability, Auto Liability and Workers' Compensation. 30 Days Notice of Cancellation with 10 Days Notice for Non -Payment of Premium in accordance with the policy provisions. City of Seal Beach 211 - 8th Street (Seal Beach. CA 90 ACORD 25 (2016/03) CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE IIK4ft(lak ©1988-2015 ACORD CORPORATION. The ACORD name and logo are registered marks of ACORD All rights reserved. Policy Number: PSB0003222 Named Insured: Nichols Consulting Engineers RLI Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack® FOR PROFESSIONALS BLANKET ADDITIONAL INSURED ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM - SECTION II — LIABILITY 1. C. WHO IS AN INSURED is amended to include as an additional insured any person or organization that you agree in a contract or agreement requiring insurance to include as an additional insured on this policy, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by you or those acting on your behalf: a. In the performance of your ongoing operations; b. In connection with premises owned by or rented to you; or c. In connection with "your work" and included within the "product -completed operations hazard". 2. The insurance provided to the additional insured by this endorsement is limited as follows: a. This insurance does not apply on any basis to any person or organization for which coverage as an additional insured specifically is added by another endorsement to this policy. b. This insurance does not apply to the rendering of or failure to render any "professional services". c. This endorsement does not increase any of the limits of insurance stated in D. Liability And Medical Expenses Limits of Insurance. 3. The following is added to SECTION III H.2. Other Insurance — COMMON POLICY CONDITIONS (BUT APPLICABLE ONLY TO SECTION II — LIABILITY) However, if you specifically agree in a contract or agreement that the insurance provided to an additional insured under this policy must apply on a primary basis, or a primary and non-contributory basis, this insurance is primary to other insurance that is available to such additional insured which covers such additional insured as a named insured, and we will not share with that other insurance, provided that: a. The "bodily injury" or "property damage" for which coverage is sought occurs after you have entered into that contract or agreement; or b. The "personal and advertising injury" for which coverage is sought arises out of an offense committed after you have entered into that contract or agreement. 4. The following is added to SECTION III K. 2. Transfer of Rights of Recovery Against Others to Us — COMMON POLICY CONDITIONS (BUT APPLICABLE TO ONLY TO SECTION II — LIABILITY) We waive any rights of recovery we may have against any person or organization because of payments we make for "bodily injury", "property damage" or "personal and advertising injury" arising out of "your work" performed by you, or on your behalf, under a contract or agreement with that person or organization. We waive these rights only where you have agreed to do so as part of a contract or agreement with such person or organization entered into by you before the "bodily injury" or "property damage" occurs, or the "personal and advertising injury" offense is committed. ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. PPB 304 02 12 Page 1 of 1 Policy Number: PSA0001184 Named Insured: Nichols Consulting Engineers RLI Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack® BUSINESS AUTO ENHANCEMENT SCHEDULE OF COVERAGES ADDRESSED BY THIS ENDORSEMENT A. Broad Form Named Insured B. Employees As Insureds C. Blanket Additional Insured D. Blanket Waiver Of Subrogation E. Employee Hired Autos F. Fellow Employee Coverage G. Auto Loan Lease Gap Coverage H. Glass Repair — Waiver Of Deductible 1. Personal Effects Coverage J. Hired Auto Physical Damage Coverage K. Hired Auto Physical Damage — Loss Of Use L. Hired Car — Worldwide Coverage M. Temporary Transportation Expenses N. Amended Bodily Injury Definition — Mental Anguish O. Airbag Coverage P. Amended Insured Contract Definition — Railroad Easement Q. Coverage Extensions — Audio, Visual And Data Electronic Equipment Not Designed Solely For The Production Of Sound R. Notice Of And Knowledge Of Occurrence S. Unintentional Errors Or Omissions T. Towing Coverage PPA 300 03 13 Page 1 of 5 This endorsement modifies insurance provided under the following BUSINESS AUTO COVERAGE FORM A. Broad Form Named Insured The following is added to the SECTION II — COVERED AUTOS LIABILITY COVERAGE, Para- graph A.1. Who Is An Insured Provision: Any business entity newly acquired or formed by you during the policy period, provided you own fifty percent (50%) or more of the business entity and the business entity is not separately insured for Bus-iness Auto Coverage. Coverage is extended up to a maximum of one hundred eighty (180) days following the acquisition or formation of the business entity. This provision does not apply to any person or organization for which coverage is excluded by endorsement. B. Employees As Insureds The following is added to the SECTION II — COVERED AUTOS LIABILITY COVERAGE, Para- graph A.I. Who Is An Insured Provision: Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. C. Blanket Additional Insured The following is added to the SECTION II — COVERED AUTOS LIABILITY COVERAGE, Para- graph A.1. Who Is An Insured Provision: Any person or organization that you are required to include as an additional insured on this coverage form in a contract or agreement that is executed by you before the "bodily injury" or "property damage" occurs is an "insured" for liability coverage, but only for damages to which this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in SECTION II — COVERED AUTOS LIABILITY COVERAGE. The insurance provided to the additional insured will be on a primary and non-contributory basis to the additional insured's own business auto coverage if you are required to do so in a contract or agreement that is executed by you before the "bodily injury" or "property damage" occurs. D. Blanket Waiver Of Subrogation The following is added to the SECTION IV — BUSI- NESS AUTO CONDITIONS, A. Loss Conditions, 5. Transfer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against any person or organization to the extent required of you by a contract executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of the operations contemplated by such contract. The waiver applies only to the person or organization designated in such contract. E. Employee Hired Autos 1. The following is added to the SECTION II — COVERED AUTOS LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured Provision: An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business. 2. Changes In General Conditions: Paragraph 5.b. of the Other Insurance Con- dition in the BUSINESS AUTO CONDITIONS is deleted and replaced with the following: b. For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos" you own: (1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered "auto" hired or rented by your "employee" under a contract in that individual "employee's" name, with your permission, while performing duties related to the conduct of your business. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". F. Fellow Employee Coverage SECTION II — COVERED AUTOS LIABILITY COVERAGE, Exclusion B.5. does not apply if you have workers compensation insurance in -force covering all of your employees. G. Auto Loan Lease Gap Coverage SECTION III — PHYSICAL DAMAGE COVERAGE, C. Limit Of Insurance, is amended by the addition of the following: In the event of a total "loss" to a covered "auto" shown in the Schedule of Declarations, we will pay any unpaid amount due on the lease or loan for a covered "auto", less: 1. The amount paid under the PHYSICAL DAMAGE COVERAGE section of the policy; and 2. Any: a. Overdue lease/loan payments at the time of the "loss"; PPA 300 03 13 Page 2 of 5 b. Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage. c. Security deposits not returned by the lessor; d. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and e. Carry-over balances from previous loans or leases. H. Glass Repair— Waiver Of Deductible SECTION III — PHYSICAL DAMAGE COVERAGE, D. Deductible is amended by adding the following: No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. I. Personal Effects Coverage The following is added to SECTION III — PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions: c. Personal Effects Coverage In the event of a total theft loss of your covered "auto" we will pay up to $400 for "loss" to wearing apparel and other personal effects which are: (1) Owned by an "insured"; and (2) In or on your covered "auto"; No deductible applies to Personal Effects Coverage. J. Hired Auto Physical Damage Coverage The following is added to SECTION III — PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions: d. Hired Auto Physical Damage Coverage If hired "autos" are covered "autos" for Liability Coverage and this policy also provides Physical Damage Coverage for an owned "auto", then the Physical Damage Coverage is extended to "autos" that you hire, rent or borrow subject to the following: (1) The most we will pay for "loss" in any one "accident" to a hired, rented or borrowed "auto" is the lesser of: (a) $60,000 (b) The actual cash value of the damaged or stolen property as of the time of the "loss"; or (c) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality. (2) An adjustment for depreciation and physical condition will be made in the event of a total "loss". (3) If a repair or replacement results in better than like kind or quality, we will not pay for the betterment. (4) A deductible equal to the highest Physical Damage deductible applicable to any owned auto will apply. (5) This Coverage Extension will not apply to: (a) Any "auto" that is hired, rented or borrowed with a driver; or (b) Any "auto" that is hired, rented or borrowed from your "employee". K. Hired Auto Physical Damage — Loss Of Use The following is added to SECTION III — PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions: e. We will pay sums which you legally must pay to the lessor of a covered "auto" which you have leased without a driver for thirty (30) days or less for the lessor's loss of use of the covered "auto", provided: (1) This insurance provides comprehensive, specified causes of loss or collision covered on the covered "auto"; (2) The loss of use results from the covered "auto" being damaged in an "accident" while you are leasing it. We will pay up to a maximum limit of $1,500 for this covered extension. L. Hired Car— Worldwide Coverage The following is added to SECTION II — COVERED AUTOS LIABILITY COVERAGE, A.2. Coverage Extensions: f. Hired Car — Worldwide Coverage (1) We will pay all sums an "insured" legally must pay as damages because of "bodily injury" or "property damage" to which this insurance applies, caused by an "accident" which occurs outside of the United States of America, the territories and possessions of the United States of America, Puerto Rico and Canada resulting from the maintenance, or use of any covered "auto" of the private passenger type you lease, hire, rent or borrow without a driver for thirty (30) days or less. (2) With respect to any claim made or "suit" instituted outside the United States of America, the territories and possessions of the United States of America, Puerto Rico, and Canada: PPA 300 03 13 Page 3 of 5 (a) You shall undertake the investigation, settlement and defense of such claims and "suits" and keep us advised of all proceedings and actions. (b) You will not make any settlement without our consent. (c) We will reimburse you: (i) For the amount of damages be- cause of liability imposed upon you by law on account of "bodily injury' or "property damage" to which this insurance applies, and (ii) For all reasonable expenses incurred with our consent in connection with the investigation, settlement or defense of such claims or "suits". Reimbursement for expenses will be part of the Limit of Insurance for liability coverage shown in the Business Auto Coverage Declarations, and not in addition to such limits. (3) The limit of Insurance for Liability Coverage shown in the Business Auto Coverage Declarations is the most we will reimburse you for the sum of all damages imposed on you, as set forth in paragraph 2.c. above, and all expenses incurred by you arising out of any single "accident" or "loss". (4) You must maintain the greater of the follow- ing primary auto liability insurance limits: (a) Compulsory admitted insurance with limits required to be in force to satisfy the legal requirements of the jurisdiction where the accident occurs; or (b) Insurance limits required by law and issued by a government entity or by an insurer licensed or permitted by law to do business in the jurisdiction where the "accident" occurs; or (c) Auto liability insurance limits of at least $300,000 combined single limit or $100,000 per person/$300,000 per acci- dent Bodily Injury, $100,000 Property Damage. If you fail to comply with the above, this insurance is not invalidated. However, in the event of a "loss", we will pay only to the extent that we would have been liable had you so complied. (5) The insurance provided by this coverage extension is excess over any other collec- tible insurance available to you whether on a primary, excess contingent or any other basis. M. Temporary Transportation Expenses SECTION III — PHYSICAL DAMAGE COVERAGE, A.4. Coverage Extensions, subparagraph a. Transportation Expenses is deleted and replaced by the following: a. Transportation Expenses (1) We will pay up to a maximum of $1,500 for temporary transportation expense incurred by you because of Physical Damage to a covered "auto". (2) We will pay only for those covered "autos" for which you carry Comprehensive, Colli-sion or Specified Case of Loss Coverage. (3) We will pay only for those expenses incurred by you during the period of time that begins twenty-four (24) hours after the covered "loss" and ends at the time when the covered "auto" can be reasonable repaired or replaced. (4) This coverage does not apply while there are spare or reserve "autos" available to you for your operations. N. Amended Bodily Injury Definition — Mental Anguish The following is added to SECTION V — DEFINITIONS, Definition C.: "Bodily injury" also includes mental anguish, but only when the mental anguish arises from other bodily injury, sickness or disease. O. Airbag Coverage The following is added to SECTION III — PHYSICAL DAMAGE COVERAGE B. Exclusions 3.a.: However, this exclusion will not apply to accidental discharge of an airbag due to mechanical or electrical breakdown. P. Amended Insured Contract Definition — Railroad Easement SECTION V — DEFINITIONS paragraph H. "Insured contact" is modified as follows: 1. Paragraph H.3. is replaced by the following: 3. Any easement or license agreement. 2. Paragraph H.6.a. is deleted. Q. Coverage Extensions — Audio, Visual And Data Electronic Equipment Not Designed Solely For The Production Of Sound SECTION III — PHYSICAL DAMAGE COVERAGE B. Exclusions, exception paragraph a. to exclusion 4.c. and 4.d. is deleted and replaced with the following: PPA 300 03 13 Page 4 of 5 a. Equipment and accessories used with such equipment, except for tapes, records, discs or other electronic media device, provided such equipment is permanently installed in the covered "auto" at the time of the "loss" or is removable from the housing unit which is permanently installed in the covered "auto" at the time of the "loss", and such equipment is designed to be solely operated by use of the power from the "autos" electrical system, in or upon the covered "autos"; or R. Notice Of And Knowledge Of Occurrence SECTION IV — BUSINESS AUTO CONDITIONS, A.2. Duties In The Event Of Accident, Claim Suit Or Loss, subparagraph a. is deleted and replaced with the following: a. In the event of "accident", claim, "suit" or "loss", you must give us or our authorized repre- sentative prompt notice of the "accident" or "loss" including: (1) How, when and where the "accident" or "loss" occurred; (2) The "insured's" name and address; and (3) To the extent possible, the names and addresses of any injured person and witnesses. Your duty to give us or our authorized representative prompt notice of the "accident" or "loss" applies only when the "accident" or "loss" is known to: (1) You, if you are an individual; (2) A partner if you are a partnership; or (3) An executive officer or insurance manager, if you are a corporation. S. Unintentional Errors Or Omissions SECTION IV — BUSINESS AUTO CONDITIONS, B. General Conditions; 2. Concealment Misrepre- sentation Or Fraud is amended by adding the following: The unintentional omission of, or unintentional error in, any information given by you shall not prejudice your rights under this insurance. However this pro- vision does not affect our right to collect additional premium or exercise our right of cancellation or nonrenewal. T. Towing Coverage SECTION III — PHYSICAL DAMAGE COVERAGE, A.2. Towing, is deleted and replaced by the following: 2. We will pay up to $750 for towing and labor costs incurred each time a covered "auto" is disabled due to a covered cause of loss. However: a. All labor must be performed at the place of disablement; and b. If the covered auto is a private passenger type no deductible applies; and c. If the covered auto is not of the private passenger type our obligation to pay will be reduced by a $250 deductible per disablement. ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. PPA 300 03 13 Page 5 of 5 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT—CALIFORNIA WC 04 03 06 (Ed. 4-84) 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 0 % of the California workers' compensation premium otherwise due on such remuneration. Person or Organization Schedule Job Description All persons or organizations that are party to a contract that Jobs performed for any person or organization that you requires you to obtain this agreement, provided you have agreed with in a written contract to provide this executed the contract before the loss. agreement. 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.) Endorsement Effective 5/17/2025 Policy No. PSW0001955 Endorsement No. Insured Insurance Company Nichols Consulting Engineers RLI Insurance Company Countersigned By ©7998 by the Workers' Compensation Insurance Rating Bureau of California. All rights reserved.