HomeMy WebLinkAboutAGMT - PHPE Services (On Call Professional Automation & Implementation)PROFESSIONAL SERVICES AGREEMENT
for
On -Call Professional Automation and Implementation
Services
between
City of Seal Beach
211 - 8th Street
Seal Beach, CA 90740
PHPE Services
9738 Helena Avenue
Montclair, CA 91763
(909) 238-7537
This Professional Service Agreement ("the Agreement") is made as of July 18th, 2025
(the "Effective Date"), by and between PHPE Services ("Consultant"), a sole
proprietorship and the City of Seal Beach ("City"), a California charter city, (collectively,
"the Parties").
RECITALS
A. City desires certain on-call professional automation and implementation
services.
B. Pursuant to the authority provided by its City Charter and Seal Beach
Municipal Code § 3.20.025(C), City desires to retain Consultant as an
independent contractor to provide professional automation and implementation
services. Consultant submitted a proposal dated July 1St 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
qualified professional control system integrators 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. Strictly on an on-call basis, and in
compliance with all terms, conditions and provisions of this Agreement,
Consultant shall provide those services (collectively "Services") outlined in the
Consultant's Proposal attached hereto as Exhibit A and incorporated herein by
this reference. Given the on-call nature of this Agreement, Consultant
acknowledges that there is no guarantee that City shall request any Services
hereunder.
1.2. Agreement Documents: Order of Precedence.
1.2.1. The Agreement Documents include this Agreement itself,
and all of the following: (i) Consultant's Proposal (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
shall be as follows: (i) this Agreement; and then (ii) Exhibit B (Terms for
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Compliance with California Labor Law Requirements); and then (iii) Exhibit A (the
Contactor's Proposal), shall control. In the event there is any conflict between
the Agreement, on the one hand, and Exhibits A and/or 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 Council. Payment for additional work in excess of this amount
requires prior City Council authorization.
2.0 Term
2.1. Original Term. The term of this Agreement shall commence as of
the Effective Date and shall continue for a term of one (1) year ("Original Term")
and shall expire at midnight on July 18, 2026, unless sooner terminated or
extended as provided by this Agreement.
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2.2. Extensions. City, at its sole option, may elect to extend the Original
Term of this Agreement, upon the same terms and conditions, for up to two (2)
additional terms of one year each ("extension"), by providing written notice to
Consultant at least one month prior to the expiration of an existing term. If timely
elected by City, the first extension shall have a term extending from July 18, 2026
through and including July 18, 2027, unless sooner terminated or extended
pursuant to this Agreement. If timely elected by City, the second extension shall
be from July 18, 2027 through and including July 18, 2028, unless sooner
terminated pursuant to this Agreement. Any extension shall not be effective
except upon execution of a written amendment to this Agreement signed by the
City Manager and Consultant's authorized representatives.
3.0 Consultant's Compensation
3.1. Original Term. In consideration of Consultant's performance of the
Services described in Section 1.0, City will pay Consultant in accordance with the
hourly rates shown on the fee schedule set forth in Exhibit A for the Services but
in no event will City pay more than the total not -to -exceed amount of $10,000.00
(Ten Thousand dollars) for the Original Term. Payment for any additional work
authorized by City pursuant to Subsection 1.6 will be compensated in
accordance with the fee schedule set forth in Exhibit A, and shall not exceed the
cumulative amount established by the City Manager at the time of award for the
Original Term.
3.2. Extensions. In the event that City elects to extend the Original
Term in accordance with Subsection 2.2 of this Agreement, and in
consideration of Consultant's performance of the Services set forth 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 Services but in no event will City pay more than
the total not -to -exceed amount of $10,000.00 (Ten Thousand dollars) for each
extension. Payment for any additional work authorized by City for each extension
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 each extension.
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.
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5.OTermination
5.1. Termination by City.
5.1.1. This Agreement may be terminated by City, without cause,
upon giving Consultant written notice thereof not less than 30 days prior to the
date of termination.
5.1.2. This Agreement may be terminated by City upon 10 days'
notice to Consultant if Consultant fails to provide satisfactory evidence of renewal
or replacement of comprehensive general liability insurance as required by this
Agreement at least 20 days before the expiration date of the previous policy.
5.2. Termination by Consultant. This Agreement may be terminated by
Consultant based on reasonable cause, by serving written notice of termination
to City, provided that Consultant has first served City with a written notice of
default and demand to cure, and City has failed to cure such default within 30
days of receipt of such notice.
5.3. Obligations Upon Termination. Unless otherwise specified in the
notice of termination, Consultant shall cease all work under this Agreement
immediately upon the effective termination date. Upon termination, City shall be
immediately given title to and possession of all Work Product (as defined in
Subsection 11.1 of this Agreement) and all other documents, writings, and/or
deliverables produced or developed pursuant to this Agreement. Provided that
Consultant is not then in breach, City shall pay Consultant all undisputed
amounts for any portion of the Services satisfactorily completed prior to
termination, based on the reasonable value of the Services rendered. If said
termination occurs prior to completion of any specific task for which a payment
request has not been received, the charge for Services performed shall be the
reasonable value of such Services, based on an amount agreed to by City and
Consultant. City shall not be liable for any costs other than the charges or
portions thereof which are specified herein. In no event shall Consultant be
entitled to payment for unperformed services or services within the Scope of
Services performed prior to the effective date of this Agreement; and Consultant
shall not be entitled to receive more than the amount that would be paid to
Consultant for the full performance of the Services up to date of termination.
Consultant shall have no other claim against City by reason of such termination,
including any claim for compensation or damages.
6.0 Party Representatives
6.1. The City Manager is City's representative for purposes of this
Agreement.
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6.2. Julio Monterroso is the Consultant's primary representative for
purposes of this Agreement. Julio Monterroso 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: PHPE Services
9738 Helena Avenue
Montclair, CA 91763
Attn: Julio Monterroso
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.
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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
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
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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 Section 20000, as amended by the Public
Employees' Pension Reform Act of 2013 ("PEPRA"), and the regulations of
PERS, as amended from time to time. Without limitation to the foregoing,
Consultant shall assure compliance with regard to personnel who have active or
inactive membership in PERS and to those who are retired annuitants and in
performing this Agreement shall not assign or utilize any of its personnel in a
manner that will cause City to be in violation of the PERL, PEPRA or any other
applicable retirement laws and regulations.
10.2. Indemnification. To the maximum extent permitted by law,
Consultant shall defend, indemnify and hold harmless City, its elected and
appointed officials, officers, employees, agents, servants, volunteers, and those
City agents serving as independent contractors in the role of City officials, from
any and all liability, damages, claims, costs and expenses of any nature to the
extent arising from, caused by, or relating to Consultant's violation of any
provisions of this Section 10.0. This duty of indemnification is in addition to
Consultant's duty to defend, indemnify and hold harmless as set forth in any
other provision of this Agreement. Consultant's covenants and obligations under
this Section shall survive the expiration or termination of this Agreement.
11.0 Ownership of Work Product
11.1. Unless otherwise agreed upon in writing, all field notes and other
notes, draft and final reports, drawings, specifications, data, surveys, studies,
plans, maps, models, photographs, images, ideas, concepts, designs including
but not limited to website designs, source code, object code, computer files,
electronic data and/or electronic files, other media of any kind whatsoever, and
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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.
11.3. Consultant warrants and represents that it has secured all
necessary licenses, consents or approvals to use any instrumentality, thing or
component as to which any intellectual property right exists, including computer
software, used in the rendering of the Services and the production of all Work
Product produced under this Agreement, and that City has full legal title to and
the right to reproduce the Work Product for any purpose. Consultant shall
defend, indemnify and hold City, its elected and appointed officials, officers,
employees, agents, servants, attorneys, volunteers, and those City agents
serving as independent contractors in the role of City officials, harmless from any
loss, claim or liability in any way related to a claim that City's use of any of the
Work Product violates federal, state or local laws, or any contractual provisions,
or any laws relating to trade names, licenses, franchises, copyrights, patents or
other means of protecting intellectual property rights and/or interests in products
or inventions. Consultant shall bear all costs arising from the use of patented,
copyrighted, trade secret or trademarked documents, materials, equipment,
devices or processes in connection with its provision of the Services and Work
Product produced under this Agreement. In the event the use of any of the Work
Product or other deliverables hereunder by City is held to constitute an
infringement and the use of any of the same is enjoined, Consultant, at its
expense, shall: (i) secure for City the right to continue using the Work Product
and other deliverables by suspension of any injunction, or by procuring a license
or licenses for City; or (ii) modify the Work Product and other deliverables so that
they become non -infringing while remaining in compliance with the requirements
of this Agreement. Consultant's covenants and obligations under this Section
shall survive the expiration or termination of this Agreement.
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11 A. 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
requires disclosure. Consultant, its officers, employees, agents, servants, and/or
subcontractors shall not without written authorization from the City Manager or
unless requested in writing by the City Attorney, voluntarily provide declarations,
letters of support, testimony at depositions, response to interrogatories or other
information concerning the Services performed under this Agreement or relating
to any project or property located within City. Response to a subpoena or court
order shall not be considered "voluntary," provided Consultant gives City timely
notice of such court order or subpoena.
12.1. Consultant shall promptly notify City should Consultant, its officers,
employees, agents, servants, and/or subcontractors be served with any
summons, complaint, subpoena, notice of deposition, request for documents,
interrogatories, request for admissions or other discovery request, court order or
subpoena from any party regarding this Agreement and the work performed
thereunder or with respect to any project or property located within City. City
may, but has no obligation to, represent Consultant or be present at any
deposition, hearing or similar proceeding. Consultant agrees to cooperate fully
with City and to provide City with the opportunity to review any response to
discovery requests provided by Consultant. However, City's right to review any
such response does not imply or mean the right by City to control, direct or
rewrite the response.
12.2. Consultant's covenants and obligations under this Section shall
survive the termination or expiration of this Agreement.
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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
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
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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 the general
aggregate limit shall apply separately to this Agreement/location and 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 $100,000 per person for bodily injury, and $300,000 per
incident for bodily injury.
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.
(a) In the performance of the work under this Agreement,
if Consultant does not employ any person in any manner so as to be required to
provide Workers' Compensation insurance under the laws of California,
Consultant shall so certify to the City in writing prior to City's execution of this
Agreement, in a form satisfactory to City.
(b) In addition to any other provision of this Agreement,
Contractor shall defend, indemnify and hold harmless the City, its elected and
appointed officials, officers, attorneys, employees, agents, servants, volunteers,
successors, assigns and those City agents serving as independent contractors in
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the role of City officials, from any and all claims, liabilities and losses, relating to
personal injury, bodily injury, death, economic loss, and property damage,
resulting from Consultant's failure to provide Workers' Compensation insurance.
Consultant further agrees that should Consultant retain any employees or
otherwise become required to provide Workers' Compensation insurance
pursuant to the provisions of Section 3700 of the Labor Code, Consultant shall
forthwith comply with those provisions and immediately furnish insurance
certificates evidencing such coverage as set forth herein, and notify City of the
change in status.
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.
17.4.3. These additional insured provisions shall also apply to any
excess/umbrella liability policies.
17.5. Cancellations or Modifications to Coverage. The insurance
policies shall contain the following provisions, or Consultant shall provide
endorsements on forms supplied or approved by City to state: (i) coverage shall
not be suspended, voided, reduced or canceled except after 30 days (or ten
days for nonpayment) prior written notice by certified mail, return receipt
requested, has been given to City; (ii) any failure to comply with reporting or
other provisions of the policies, including breaches of warranties, shall not
affect coverage provided to City, its elected and appointed officials, officers,
employees, agents, servants, volunteers, and those City agents serving as
independent contractors in the role of City officials;
17.6. Primary and Non -Contributing. Coverage shall be primary
insurance as respects City, its elected and appointed officials, officers,
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employees, agents, servants, volunteers, and those City agents serving as
independent contractors in the role of City officials, or if excess, shall stand in
an unbroken chain of coverage excess of the Consultant's scheduled
underlying coverage and that any insurance or self-insurance maintained by
City, its elected and appointed officials, officers, employees, agents, servants,
volunteers and those City agents serving as independent contractors in the role
of City officials, shall be excess of the Consultant's insurance and shall not be
called upon to contribute with it;
17.7. Separation of Insureds. Each insurance policy shall contain
standard separation of insureds provisions and shall not contain any special
limitations on the scope of protection afforded to City, its elected and appointed
officials, officers, employees, agents, servants, volunteers and those City agents
serving as independent contractors in the role of City officials.
17.8. Deductibles and Self -Insured Retentions. Any deductibles or self-
insured retentions shall be declared to and approved by City. Consultant
guarantees that, at the option of City, either: (i) the insurer shall reduce or
eliminate such deductibles or self-insured retentions as respects City, its elected
and appointed officials, officers, employees, agents, servants, volunteers and
those City agents serving as independent contractors in the role of City officials;
or (ii) Consultant shall procure a bond guaranteeing payment of losses and
related investigation costs, claims and administrative and defense expenses.
17.9. Waiver of Subrogation. Each insurance policy required by this
Agreement shall expressly waive the insurer's right of subrogation against City,
its elected and appointed officials, officers, employees, agents, servants,
volunteers and those City agents serving as independent contractors in the role
of City officials. Consultant hereby waives its own right of recovery and all rights
of subrogation against City; and shall require similar express written waivers from
any subcontractor.
17.10. Enforcement of A reement 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.
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17.12. Evidence of Insurance. Prior to the performance of Services under
this Agreement, Consultant shall furnish City with original certificates of
insurance and all original endorsements evidencing and effecting the coverages
required under this Section on forms satisfactory to and approved by City. The
certificates and endorsements for each insurance policy shall be signed by a
person authorized by that insurer to bind coverage on its behalf, and shall be on
forms provided by City if requested. Consultant may provide complete, certified
copies of all required insurance policies to City. Consultant shall maintain current
endorsements on file with City's Risk Manager. All certificates and endorsements
shall be received and approved by City before work commences. City also
reserves the right to require complete, certified copies of all required insurance
policies, at any time. Consultant shall also provide proof to City that insurance
policies expiring during the term of this Agreement have been renewed or
replaced with other policies providing at least the same coverage. Consultant
shall furnish such proof at least two weeks prior to the expiration of the
coverages.
17.13. Insurance Requirements Not Limiting. Requirements of specific
coverage features or limits contained in this Section are not intended as a
limitation on coverage, limits or other requirements, or a waiver of any coverage
normally provided by any insurance. Specific reference to a given coverage
feature is for purposes of clarification only as it pertains to a given issue and is
not intended by any party or insured to be all inclusive, or to the exclusion of
other coverage, or a waiver of any type.
17.14. Broader Coverage/Higher Limits. No representation is made that
the minimum insurance requirements of this Agreement are sufficient to cover
the obligations of Consultant under this Agreement. Consultant -may also procure
and maintain, at its own cost and expense, any additional kinds of insurance,
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 Re uirements/Pass-Throw h 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. This includes, without limitation,
that if Consultant hires a subcontractor to perform work under this Agreement or
any portion hereof, and the subcontractor has employees, then Consultant shall
require its subcontractor to obtain workers' compensation insurance coverage or
Consultant shall obtain workers' compensation coverage for that subcontractor's
employees. Consultant agrees to monitor and review all such coverages and
assumes all responsibility for ensuring that such coverage is provided in
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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.
17.17. Compliance with California Unem to ment Insurance Code Section
1088.8. If Consultant is a sole proprietor, then prior to signing the Agreement,
Consultant shall provide to City a completed and signed Form W-9, Request for
Taxpayer Identification Number and Certification. Consultant understands that
pursuant to California Unemployment Insurance Code Section 1088.8, City will
report the information from Form W-9 to the State of California Employment
Development Department, and that the information may be used for the purposes
of establishing, modifying, or enforcing child support obligations, including
collections, or reported to the Franchise Tax Board for tax enforcement
purposes.
18.0 Indemnification, Hold Harmless, and Duty to Defend
18.1. Indemnities.
18.1.1. To the fullest extent permitted by law, Consultant shall, at its
sole cost and expense, protect, defend, hold harmless and indemnify City, its
elected and appointed officials, officers, attorneys, employees, agents, servants,
volunteers, successors, assigns and those City agents serving as independent
contractors in the role of City officials (collectively "Indemnitees" in this Section
18.0), from and against any and all damages, costs, expenses, liabilities, claims,
demands, causes of action, proceedings, judgments, penalties, bid protests, stop
notices, liens or losses of any nature whatsoever, including but not limited to fees
of accountants, attorneys and other professionals, and all costs associated
therewith, and the payment of all consequential damages (collectively "Claims"),
in law or equity, whether actual, alleged or threatened, to property or persons,
including but not limited to, bodily injury, death, personal injury and property
damage, in any manner arising out of, claimed to arise out of, pertaining to, or
relating to the breach of this Agreement and/or any acts, errors, omissions,
negligence or willful misconduct of Consultant, its officers, agents, servants,
employees, contractors, subcontractors, subconsultants, materialmen, or
suppliers, or their officers, agents, servants or employees (or any entity or
individual for whom Consultant shall bear legal liability) in the performance of the
Services and/or this Agreement, except to the extent the Claims arise from the
sole negligence or willful misconduct of the Indemnitees as determined by final
arbitration or court decision or by the agreement of the Parties. Consultant shall
defend the Indemnitees in any action or actions filed in connection with any
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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 Limitin . 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
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obligations under this Agreement shall not be restricted to insurance proceeds, if
any, received by Consultant, City, or any of the other Indemnitees.
18.5. Survival of Terms. Consultant's covenants and obligations under
this Section 18.0 shall survive the expiration or termination of this Agreement.
19.0 Non -Discrimination and Equal Employment Opportunity
Consultant affirmatively represents that it is an equal opportunity employer. In the
performance of this Agreement, Consultant covenants that it shall not
discriminate, harass or retaliate against any of its employees, applicants for
employment, contractors, subcontractors or subconsultants because or on
account of race, religion, color, national origin, handicap, ancestry, sex, gender,
sexual orientation, gender identity, gender expression, marital status, national
origin, ancestry, age, physical disability, mental disability, medical condition,
genetic information, military or veteran status, or any other basis prohibited by
law. Consultant further covenants that in the performance of this Agreement,
Consultant shall not discriminate, harass or retaliate against City, its elected or
appointed officials, officers, employees, agents, servants, volunteers, those City
agents serving as independent contractors in the role of City officials,
consultants, contractors, subcontractors, or subconsultants, on any basis
prohibited by law.
20.0 Labor Certification
By its signature hereunder, Consultant certifies that it is aware of the provisions
of Section 3700 of the California Labor Code that require every employer to be
insured against liability for Workers' Compensation or to undertake self-insurance
in accordance with the provisions of that Code, and agrees to comply with such
provisions before commencing the performance of the Services.
21.0 Prevailing Wage and Payroll Records
To the extent that this Agreement calls for services that, in whole or in part,
constitute "public works" as defined in the California Labor Code, Consultant
shall comply in all respects with all applicable provisions of the California Labor
Code, including those set forth in Exhibit C, attached hereto and incorporated
by reference herein.
22.0 Entire Agreement
This Agreement contains the entire agreement of the Parties with respect to the
subject matter hereof, and supersedes all prior negotiations, understandings, or
agreements. This Agreement may only be modified by a writing signed by both
Parties.
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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.
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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
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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.
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34.0 Time of the Essence
Time is of the essence in respect to all provisions of this Agreement that specify
a time for performance; provided, however, that the foregoing shall not be
construed to limit or deprive a Party of the benefits of any grace or use period
allowed in this Agreement.
35.0 Attorneys' Fees
If either party commences an action against the other party, either legal,
administrative or otherwise, arising out of or in connection with this Agreement,
the prevailing party in such litigation shall be entitled to have and recover from
the losing party all of its attorneys' fees and other costs incurred in connection
therewith.
36.0 Titles and Headings
The titles and headings used in this Agreement are for convenience only and
shall in no way define, limit or describe the scope or intent of this Agreement or
any part of it.
37.0 Exhibits
All exhibits referenced in this Agreement are hereby incorporated into the
Agreement as if set forth in full herein. In the event of any material discrepancy
between the terms of any exhibit so incorporated and the terms of this
Agreement, the terms of this Agreement shall control.
38.0 Corporate Authority
The person executing this Agreement on behalf of Consultant warrants that he or
she is duly authorized to execute this Agreement on behalf of said party and that
by his or her execution, the Consultant is formally bound to the provisions of this
Agreement.
[signatures on following page]
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IN WITNESS WHEREOF, the Parties hereto. through their respective authorizU..
representatives have executed this Agreement as of the date and year first
above written.
CITY OF SEAL BEACH
a
Attest.
By:
Ir ee etor of Public Works
CONSULTANT- PHPE Services, sole
proprietorship
Bv:r
Narr+e' n
Its: owner ���o '�►-l�rr o
Approved as to Form:
By: "�w
Nicholas Ghirelli, City Attomey
note, two signatures required
wrations pursuant to Caftrnra
itions Code Section 313 from
each of the following categories: (i) the
chairperson of the board, the president
or any vice president, Lnd (fi) the
secretary, any assistant secretary, the
chief financial officer or any assistant
treasurer of such corporation )
23 of 24
EXHIBIT A
Consultant's Proposal
Imo•• DUPE PLC & HMI 2025-112
PROGRAMMING & ENGINEERING Contract Proposal
SERVICES SERVICES Revision B
July 1`h 2025
City of Seal Beach
Sean C. Low
1776 Adolfo Lopez Dr.
Seal Beach, CA 90740
PHPE Services, is pleased to present this proposal to City of Seal Beach for contract services to
help troubleshoot, modified PLC and HMI related issues.
As always, PHPE Services looks forward to working with you on this and future projects.
PHPE Services will provide these services for a fee of $10,000.00
Breakdown Cost.
Category
PLC and HMI Programming
Electrical Panel Design
Field Service
Travel Time
Emergency Call
Saturday Work
Sunday Work
Holidays
Billable Hour Rate
$150.00
$150.00
$150.00
$150.00
$300.00
$225.00
$300.00
$300.00
Thank you for the opportunity to provide this proposal.
If you have any questions, please do not hesitate to call at 909.238.7537.
Sincerely,
Julio C. Monterroso
PHPE Services
9738 Helena Ave, CA 91763 • Phone 909.238.7537 • Email juliom@phpe-services.com Page of
Ft PIHPE PLC & RMI 2025-112
SERVICES
FROG RAMk1ING & ENGINEERING Contract Proposal
SERVICES Revision B
SYSTEM PROJECT DEFINITIONS
Services
PHPE Services will provide assistance with PLC and HMI related issues to the City of Seal Beach
on a Time and Material basis either onsite or remotely. PHPE Service will do its best to respond
and move the City of Seal Beach to the top of the queue when ever possible in cases of
emergency services calls.
Exclusions
■ Electrical wiring
Materials
by others
Schedule
To be determine
Start -Up
To be determine
9738 Helena Ave, CA 91763 • Phone 909.238.7537 Email juliom@phpe-services.com Page of
PHPE PLC &HMI
SPROGRAMMING & ENGINEERING
SERVICES
SERVICES
Terms of Sale:
2025-112
Contract Proposal
Revision B
• City of Seal Beach will provide a minimum of one week noticed for all service request, subject to
availability.
• Minimum of 4hrs plus travel time for Field Service Calls and Emergency Calls.
• Minimum of 1hr for Remote Assistance.
• Minimum charge of $500.00 if no billing over $1,500.00 (Labor Only) has been made by the 1st of
December.
• All travel time will be billed at 1.0 times the hourly rate and $0.70 per mile.
• Saturday rate will be billed at 1.5 times the hourly rate & Sunday work will be billed at 2.0 times the
hourly rate. Holiday rate will be billed at 2.0 times the hourly rate.
• Travel time is portal to portal.
• Necessary travel and living expenses will be billed at actual cost.
Reimbursable expenses such as reproduction/printing, plotting and postage expenses will be billed at
actual cost.
• Please reference our proposal number 2025-112 on your purchase orders to PHPE Services.
• Prices contained within this proposal are valid for thirty (30) days
Net 30 Days, 1.5% interest per month on balances over 30 days from invoice date. Invoices will be
issued on a bi-monthly or monthly basis as required.
• All quotes are subject to price change due to scope change, additions and vendor/market impacts beyond
our control.
This proposal is subject to the terms and conditions detailed on the next 2 pages.
Acceptance
In order to proceed with this scope of work, please sign, date and return this proposal at your
earliest convenience. We look forward to working with you on this project.
Name:
Signed:
P.O. #
Title:
Date:
9738 Helena Ave, CA 91763 • Phone 909.238.7537 • Email juliom@phpe-services.com Page of
PHP[.i PLC &HMI 2025-112
SERVICES PRd�;RAMMING &ENGINEERING Contract Proposal
SERVICES Revision B
Terms and Conditions
1. Parties to the Agreement. This agreement (the "Agreement")
is between PHPE Services ("PHPE"), and the entity from whom a
purchase order is issued following receipt of the attached
proposal or bid (hereinafter "Client"). By issuing a purchase order
for the goods and services quoted or bid by PHPE in the attached
proposal or bid, Client agrees to be bound by the terms of this
Agreement. PHPE's proposal or bid is made expressly conditional
on the acceptance of these terms and conditions. Terms in Client's
purchase order that are in addition to or not identical with the
terms of this Agreement will not become part of this Agreement.
PHPE and Client are collectively referred to in this Agreement as
the "Parties."
2. Goods and Services to be Provided. PHPE agrees to provide to
Client the goods and services required to perform the tasks set
forth in the attached proposal or bid. The end product
contemplated by the attached proposal shall be referred to herein
as the Product.
3. Standard of Care. The Client recognizes that the PHPE's
services require decisions, which are not based upon pure
science, but rather upon judgmental considerations, including the
economic feasibility of alternate designs. PHPE shall perform its'
services in accordance with generally accepted engineering
practices. Services are rendered without any other warranty,
expressed or implied and PHPE shall be responsible solely for its'
own negligence.
4. Time and Method of Payment. Client shall pay the price for
any goods and services within 30 days after receipt of invoice for
the goods and services. Expenses will be billed as incurred and
payable within fifteen (15) days of receipt of the expense report.
If payment is not made within the first 30 days of the date of
invoice, PHPE shall be entitled to charge interest at the maximum
legally accepted rate on the unpaid balance commencing on the
date of the invoice. Changes affecting the scope of work initiated
by the Clint or due to unforeseen project conditions will
necessitate modification of the compensation charged.
S. License to Client. Client is hereby granted a perpetual, non-
exclusive, non -transferable license to use the software being
produced pursuant to this Agreement upon full payment of the
price required herein, with no right to copy, sublicense, alter,
decompile or develop derivative works. Client expressly
acknowledges that PHPE will use its proprietary work product in
the process of developing the Product, and that it retains
ownership of such proprietary work product. PHPE may also
incorporate into the Product certain other proprietary software
programming.
6. Third Party Warranties. To the extent the third party
hardware and software components of the Product are subject to
warranties or licenses by their manufacturer(s) and/or authors,
Client shall be entitled to the warranty and/or registration cards
therefore, shall be considered the registered owner of the
components, and shall look exclusively to those warranties for
redress should the component malfunction or otherwise be
defective.
7. Indemnification and Hold Harmless. Client shall indemnify
PHPE and its employees, officers, directors, agents, and
distributors from and against any loss, cost, liability or expense
(including court costs and attorneys' fees incurred) arising out of
any claim by any third party alleging damages caused by Client's
acts and/or omissions in the performance of this Agreement or
the use of the Product by Client.
8. Remedies and Applicable Law. This Agreement shall be
governed by California law without application of its conflicts of
laws provisions. Any action commenced on this Agreement shall
be venued in San Bernardino County, California.
9. Failure to make payment. If the Client fails to make payment
when due to PHPE for services and expenses, PHPE may, upon
seven day's written notice to the Client, suspend performance of
services under this Agreement. Unless PHPE receives payment in
full within seven days of the date of the notice, the suspension
shall take effect without further notice. In the event of a
suspension of services, PHPE shall have no liability to the Client
for delay or damage caused to the Client because of such
suspension of services.
10, Re -Use of Documents. All documents, including Drawings and
Specifications, prepared by the PHPE pursuant to this project are
instruments of service. They are not intended or represented to
be suitable for re -use by the Client or others on extensions of this
project or any other project. Any re -use without written
verification or adaptation by PHPE for the specific purposes
intended will be at the Client's sole risk and without liability to
PHPE, and the Client shall indemnify and hold harmless PHPE from
all claims, damages, losses and expenses, including attorney's
fees, arising out of or resulting there from. Any such verification
or adaptation will entitle PHPE to further compensation at rates
to be agreed upon by the Client and PHPE.
11. Limitation of Legal Liability. The Client agrees to limit PHPE's
liability to the Client, and to all construction Contractors and
Subcontractors on the project due to PHPE's negligent act, error,
or omissions such the total aggregate liability of PHPE to all those
named shall not exceed $1,500 of the PHPE's total fee for services
rendered on this project.
12. Modifications. This contract can be modified or rescinded
only by a writing signed by both of the Parties or their duly
authorized agents. Any terms and conditions contained on any
purchase order, invoice, bill of lading or other document
generated by PHPE or Client which are in conflict with or in
addition to the terms and conditions of this Agreement shall be
null and void.
9738 Helena Ave, CA 91763 • Phone 909.238.7537 • Email juliom@phpe-services.com Page of
PIPE PLC &HMI 2025-112
SERVICES PROGRAMMING & ENGINEERING Contract Proposal
SERVICES Revision B
13. Cancellations and Changes. The obligation to provide further
services under this document may be terminated by either party
upon seven (7) days' written notice in the event of substantial
failure by the other party to perform in accordance with the terms
hereof through no fault of the terminating party. In the event of
any termination, PHPE shall be paid for all services rendered to
the date of termination, all reimbursable expenses and
termination expenses.
14. Successors and Assigns. The Client and PHPE each binds
himself and his partners, successors, executors, administrators,
assigns and legal representatives to the other party and to the
partners, successors, executors, administrators, assigns and legal
representatives of other such party in respect to all covenants,
agreements and obligations of this document.
Neither the Client nor PHPE shall assign, sublet or transfer any
rights under or interest in (including, but without limitations,
moneys that are or may become due) this document without the
written consent of the other, except to the extent that the effect
of this limitation may be restricted by law. Unless specifically
stated to the contrary in any written consent to an assignment, no
assignment will release or discharge the assignor from any duty or
responsibility under this document. Nothing contained in the
paragraph shall prevent PHPE from employing such independent
consultants, associates and subcontractors, as it may deem
appropriate to assist in the performance of services hereunder.
Nothing herein shall be construed to give any rights or benefits
hereunder to anyone other than the Client and PHPE.
15. Force Majeure: PHPE shall not be responsible for delays or
failures in performance resulting from acts or occurrences beyond
the reasonable control of PHPE, including, without limitation; fire,
explosion, power failure, acts of God, war, revolution, civil
commotion, terrorism, or acts of public enemies, any law, order,
regulation, ordinance, or requirement of any government or legal
body or any representative of any such government or legal body,
or labor unrest, including without limitation, strikes, slowdowns,
picketing or boycotts. In such event, the party affected shall be
excused from such performance on a day -for -day basis to the
extent of such interference (and the other party shall likewise be
excused from performance of its obligations on a day -for -day
basis to the extent such party's obligations relate to the
performance so interfered with)
9738 Helena Ave, CA 91763 • Phone 909.238.7537 - Email juliom@phpe-services.com Page of
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.
,ac Ro v` CERTIFICATE OF LIABILITY INSURANCE DATE 07/23/202(3/202YYYY)
5
THIS CERTIFICATE IS SSUED A9 A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS O T E CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be
endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A
statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER CONTACT
Hiscox Inc. d/b/a/ Hiscox Insurance Agency CA�"��`
g Y In PHONE (888)202-3007 FAX — —
5Concourse Parkway Nok_
E-IAAIL contact@hiscox.com
Suite 2150 npp.E
Atlanta GA, 30328 iNStinpwq%AFFCIRRINr-rf1UFRAfSF NAIC#
INSURED
PHPE Services
9738 Helena Ave
Montclair, CA 91763
INSURER B:
INSURER D:
F:
Hiscox Insurance Company Inc
COVFRAGFS CFRTIFIr`ATF NIIIIARFR• oc%ncrnur r.0 AMMCn.
10200
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY (yF MOLICYMYDD/YYYV LIMITS
X COMMERCIAL GENERAL LIABILITY
CLAIMS -MADE OCCUR
EACH OCCURRENCE $ 2,000,000
-NAPREAMI rY0_aEoeCumartce] $ 100,000
MED EXP (Any one person) $ 5.000
A
P100.063.006.9
01/24/2025
01/24/2026
PERSONAL &ADV INJURY $ 2.000,000
GEN'L AGGREGATE LIMIT APPLIES PER:
(
X POLICY I J� � LOG
GENERAL AGGREGATE $ 2,000,000
PRODUCTS -COMP/OP AGG $ S/T Gen. Agg.
$
OTHER'
AUTOMOBILE LIABILITYBINE�DtSINGLELIMIT
[Ea zcdd$
BODILY INJURY (Per person) $
ANY AUTO
ALL OWNED SCHEDULED
AUTOS AUTOS
BODILY INJURY Per accident $
( )
HIRED AUTOS NON -OWNED
AUTOS
: ER DAMAGE $
par aoci e
$
UMBRELLA LIAB
OCCUR
EACH OCCURRENCE $
AGGREGATE $
EXCESS LIAB
CLAIMS -MADE
DED I I RETENTION $
$
WORKERS COMPENSATION'
ER OTH-
AND EMPLOYERS' LIABILITY Y / N
ANYPROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED? ❑
N / A
STATUTE ER
E.L. EACH ACCIDENT $
E.L. DISEASE - EA EMPLOYEE $
(Mandatory in NH)
If yes, describe under
E.L DISEASE - POLICY LIMIT $
DESCRIPTION OF OPERATIONS below
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
I,rh I It-IUA I t MULULK CANCELLATION
City Of Seal Beach
211 Eight Street
Seal Beach, California 90740
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
@ 1988-2015 ACORD CORPORATION. All rights reserved.
ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD
Renewal Auto Policy Declarations
To report a claim please call (800) 503-3724
Policy Period
From: 06/27/2025 12:01 AM
To: 12/27/2025 12:01 AM
Standard time at the address of the Named Insured
Agent
INSZONE INSURANCE SERVICES (048930)
2721 CITRUS RD
STE A
RANCHO CORDOVA, CA 95742
(877) 308-9663
Named Insured
JULIO C MONTERROSO
9738 HELENA AVE
MONTCLAIR, CA 91763-2721
(909) 447-9413
juliom@phpe-services.com
Important Information
MERCURY
INSURANCE
Policy Number
CAAP0000019114
Companv
Mercury Insurance Company
P.O. BOX 10730
SANTA ANA, CA 92711-0730
Date Sent: 05/28/2025
The enclosed Auto Insurance Renewal Bill and the U-251 IMPORTANT NOTICE are part of this policy. These specify the
amount of your premium, your payment options, any applicable fees, and the due date. Your automobile insurance expires
and coverage ceases at 12:01 AM on 06/27/2025. Coverage under this policy will become effective provided you pay the
premium and any applicable fees as indicated on the Auto Insurance Renewal Bill. If you have any questions, please contact
your agent at the phone number provided above.
This Declaration provides only a summary of coverage. All coverage is subject to the terms, conditions, and exclusions of
the policy contract.
Discounts
2014 TOYOTA PRIUS #72175 - Exceptional Driver, Good Driver, Group Discount, Multi -Car, Multi -Policy
Listed Drivers
JULIO C MONTERROSO - Years License Experience: 35
Excluded Drivers
None
The Designated Excluded Drivers — Coverage Exclusion is applicable to all coverages, including but not limited to, liability
and uninsured motorists, provided now or later. It is agreed that the insurance afforded by this policy shall not apply nor
accrue to the benefit of any insured or any third -party claimant when any motor vehicle is being used or operated by an
Excluded Driver designated above, regardless of where the person resides or whether the person is licensed to drive.
Please refer to the terms of your auto policy.
Additional Household Members
None
Vehicles and Coverage Limits
U-176 CA 03/2023 Page 1 of 2
Current Term Annual Mileage:
Renewal Term Annual Mileage:
Current Term Mileage Program:
Renewal Term Mileage Program
Coverages
572
373
RealDrive - Verified
RealDrive - Verified
Limits
2014 TOYOTA PRIUS HCHBK 4DR, VIN: JTDKN3DU7E0372175
Garaging Address:
9738 Helena Ave, Montclair, CA,91763-2721
Primary Use of the Vehicle:
Acceptable Business Use
Current Term Annual Mileage:
22,349
Renewal Term Annual Mileage:
22,349
Current Term Mileage Program:
RealDrive - Verified
Renewal Term Mileage Program:
RealDrive - Verified
Coverages Limits
.. ........ . .--.................................................................._.....-------------- ....................... ....................
.
Bodily Injury Liability $100,000 each Person/$300,000 each Accident
Property Damage Liability $50,000 each Accident
------------------------------------------------------------------...............................................-.--...--------..-.. ....... :................
Uninsured/Underinsured Motorist Bodily $30,000 each Person/$60,000 each Accident
Injury
Uninsured Motorist Property Collision Deductible Waiver Applies
Damage/Collision Deductible Waiver
Medical Payments $5,000 each Person/each Accident
..
................................................................................:.,
.._........... • ...........................................................
Comp.Thensive Actual Cash Value Less $1,000 Deductible
....................... ....... ....................................I..........._.— ...... ......................................................----------
Collision Actual Cash Value Less $1,000 Deductible
................. ................ ................................................__..__.....-._.--... .................. .._-...-•-------------------
Non-Factory Equipment $1 000
............ ..................................... .............................
Total Premium for 2014 TOYOTA PRIUS HCHBK 41DR
Subtotal Policy Premium (All Vehicles)
.... ---•-. • •................................................__..... _.
Fraud_ Fee
Total 6 Month Policy Premium (All Vehicles)
Policy Contract and Endorsements
Premium
Premium
Included
Your insurance policy and any endorsement(s) contain a full explanation of your coverage. The policy contract is form U-10
California Auto Policy (03/2023). The contract is modified by endorsement(s): U-900 Amendatory Endorsement - California.
U-176 CA 03/2023 Page 2 of 2
Exennption from Warkers' Compensabon Farm
CITY OF SEAL BERCI I
~ wG .. T'i iF'E� _ )r� 4';tir;� t i�.c'a_l f'rnleu,rnn;�l wrn�ccs rA�rrccmcnt -"�
UQCUMetlt kefereaw. . ,Automation .._re All j
{nerd, comma. lnh rumbcf, locmw, rtir.;
work to be performed on premises:X- Yes G No
Nature of work to he perfnrraM c,,( -'AI ).A PROGIZ.}'►MMING f
ewfness lklame: OHPE SERVICES -- — —
:ui4NI UROSO 909-236-7537
Address: I
Legal Form =P"etor nLimited Partnership _I I GeneralPadnership
ion t3trslnesa Trust LJnattrd Uahitity C.ornpany
Comer:
Admin ledyrrmt�
,k Qnidal) I am the authorized %prrsLntdtive of the Burners riwtloned above. I warrant that Me
Bush s has no employees other than the owners, ofRcera, dleeCtMr partners, or ether principals who
have elected to 6e uxc7rrpt lrum wu*e' cormpunswtion coverage under Calriornw law, I further warrant
that I and -stand me retlUlr!`ments W sectlOn 3100 el seq. of the Cahfvmid Labor CQde ranreming
prOvtdlrg wraktY: cunip.ikbaticn cuvelage tu: airy employees of the Business.
�(lnldal) I agree to comply with the axle requirements and all other applicable taws and
reglafati0rrs; rt�pardlnQ workeas' com,permkt 7n, pai'rap rates, FICA, and tax wtth Ming, and orARr
emptoMcIrt; =e:. WVress agrees to hold the Agency harmless from any Loss ozF I ahrllty, which may
,ante from the Business's fadure to comply wrth any svdn laws or regulations,
I1Z (In;rial} Shrnild rhP Riv;i mt nr 0-t'xrhtrxvractrom hire wnplclyFw, to y31'1fc"rn rhe work rr9f!rVocs.'l
above. She Buslrtess or is sulxnntrat nra s) shall nhaain workety L.ornir*n,,3tlo+n insurance a;W prowtoe
prnof of the Cavwage to the Agnnry,
.(Inlgsl) I understand that tires form cons'titotes a dvddrdt:un by the Buslmm against Its Rnanoa!
ints±reSt, rr+J.atllvp to any riaintS it qordd 755?2,t arlainq rhe ruai_Cy Fonder the Califo+rria worker;'
rnrnpexl-Mon nr tabor laws ann ,rrve. a5 an addendum tc the carlri;rxnerrt.
j� (tnitWl} Pie Business wil defung, inderrnn0, and hold harmless the Agency rpm all drums and
IidbdltY. nnciuthrig wexkr..rs' arrnperiwbvn dafms and any Ilabtbiy that may be asserted or rstahi shed by
,V 1Y PartY it, 01t: Vurtt 04: Business hfn75 am avnplvytw in vioWon of this addendum,
Certlnmuon:
I certify under penalty of perjury under the laws of the State of Callfornla that the lnformalJon
provided on this exemption statement Is true and accurate.
5ign?dture
SJULIO MONTERROSO 07-23-2025
Print Name
01
`! 1
CantmMial Risk Transfer Marva) 1 130