PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement ("Agreement") is dated March 24, 2020, ("Effective Date") and is between the City of Manhattan Beach, a California municipal corporation ("City") and [Harris & Associates, a California Corporation ("Consultant"). City and Consultant are sometimes referred to herein as the "Parties", and individually as a "Party".
A. City desires to utilize the services of Consultant as an independent contractor to provide assessment engineer services necessary to perform the annual administration and levy of the Landscaping & Street Lighting Maintenance Assessment District for the City for fiscal years 2020-2021, 2021-2022 and 2022-2023.
Consultant represents that it is fully qualified to perform such services by virtue of its experience and the training, education and expertise of its principals and employees.
C. City desires to retain Consultant and Consultant desires to serve City to perform these services in accordance with the terms and conditions of this Agreement.
The Parties therefore agree as follows:
1. Consultant's Services.
A. Scope of Services. Consultant shall perform the assessment engineer services described in the Scope of Services (the "Services"), attached as Exhibit A. City may request, in writing, changes in the Scope of Services to be performed. Any changes mutually agreed upon by the Parties, and any increase or decrease in compensation, shall be incorporated by written amendments to this Agreement.
B. Party Representatives. For the purposes of this Agreement, the City Representative shall be the City Manager, or such other person designated in writing by the City Manager (the "City Representative"). For the purposes of this Agreement, the Consultant Representative shall be K. Dennis Klingelhofer, Vice President, Public Finance, (the "Consultant Representative"). The Consultant Representative shall directly manage Consultant's Services under this Agreement. Consultant shall not change the Consultant Representative without City's prior written consent.
C. Time for Performance. Consultant shall commence the Services on the Effective Date and shall perform all Services by the deadline established by the City Representative or, if no deadline is established, with reasonable diligence.
D. Standard of Performance. Consultant shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like Approved for Use 4/12/19
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professionals under similar circumstances and in a manner reasonably satisfactory to City.
Personnel. Consultant has, or will secure at its own expense, all personnel required to perform the Services required under this Agreement. All of the Services required under this Agreement shall be performed by Consultant or under its supervision, and all personnel engaged in the work shall be qualified to perform such Services.
Compliance with Laws. Consultant shall comply with all applicable federal, state and local laws, ordinances, codes, regulations and requirements.
G. Permits and Licenses. Consultant shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of Services under this Agreement, including a business license.
2. Term of Agreement. The term of this Agreement shall be from the Effective Date through June 30, 2023, unless sooner terminated as provided in Section 12 of this Agreement or extended.
3. Compensation.
Compensation. As full compensation for Services satisfactorily rendered, City shall pay Consultant at the hourly rates set forth in the Approved Fee Schedule attached hereto as Exhibit A. In no event shall Consultant be paid more than $22,650 (the "Maximum Compensation") for such Services.
Expenses. City shall only reimburse Consultant for those actual and necessary expenses expressly set forth in Exhibit A.
C. Unauthorized Services and Expenses. City will not pay for any services not specified in the Scope of Services, unless the City Council or the City Representative, if applicable, and the Consultant Representative authorize such services in writing prior to Consultant's performance of those services or incurrence of additional expenses. Any additional services or expenses authorized by the City Council, or (where authorized) the City Manager shall be compensated at the rates set forth in Exhibit A, or, if not specified, at a rate mutually agreed to by the Parties. City shall make payment for additional services and expenses in accordance with Section 4 of this Agreement.
Method of Payment.
A. Invoices. Consultant shall submit to City an invoice, on a monthly basis, for the Services performed pursuant to this Agreement. Each invoice shall itemize the Services rendered during the billing period, hourly rates charged, if applicable, and the amount due. City shall review each invoice and notify Consultant in writing within ten Business days of receipt of any disputed invoice amounts. -2- Approved for Use 4/12/19
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B. Payment. City shall pay all undisputed invoice amounts within 30 calendar days after receipt up to the Maximum Compensation set forth in Section 3 of this Agreement. City does not pay interest on past due amounts. City shall not withhold federal payroll, state payroll or other taxes, or other similar deductions, from payments made to Consultant. Notwithstanding the preceding sentence, if Consultant is a nonresident of California, City will withhold the amount required by the Franchise Tax Board pursuant to Revenue and Taxation Code Section 18662 and applicable regulations.
C. Audit of Records. Consultant shall make all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this Agreement available during Consultant's regular working hours to City for review and audit by City.
Independent contractor. Consultant is, and shall at all times remain as to City, a wholly independent contractor. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant's employees, except as set forth in this Agreement. Consultant shall not, at any time, or in any manner, represent that it or any of its officers, agents or employees are in any manner employees of City.
6. Information and Documents.
A. Consultant covenants that all data, reports, documents, discussion, or other information (collectively "Data") developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed or released by Consultant without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure. Consultant, its officers, employees, agents, 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 work performed under this Agreement or relating to any project or property located within the City. Response to a subpoena or court order shall not be considered "voluntary," provided Consultant gives City notice of such court order or subpoena.
B. Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder or with respect to any project or property located within the City. City may, but has no obligation to, represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests -3- Approved for Use 4/12/19
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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.
C. All Data required to be furnished to City in connection with this Agreement shall become City's property, and City may use all or any portion of the Data submitted by Consultant as City deems appropriate. Upon completion of, or in the event of termination or suspension of this Agreement, all original documents, designs, drawings, maps, models, computer files containing data generated for the Services, surveys, notes, and other documents prepared in the course of providing the Services shall become City's sole property and may be used, reused or otherwise disposed of by City without Consultant's permission. Consultant may take and retain copies of the written products as desired, but the written products shall not be the subject of a copyright application by Consultant. Any modifications made by the City of any agents of the City to any of the Consultant's documents or any partial use or reuse of the documents without the express written consent of the Consultant will be at the City's sole risk and without liability to Consultant.
D. Consultant's covenants under this Section shall survive the expiration or termination of this Agreement.
Conflicts of Interest. Consultant and its officers, employees, associates and subcontractors, if any, shall comply with all conflict of interest statutes of the State of California applicable to Consultant's Services under this Agreement, including the Political Reform Act (Gov. Code § 81000, et seq.) and Government Code Section 1090.
During the term of this Agreement, Consultant may perform similar Services for other clients, but Consultant and its officers, employees, associates and subcontractors shall not, without the City Representative's prior written approval, perform work for another person or entity for whom Consultant is not currently performing work that would require Consultant or one of its officers, employees, associates or subcontractors to abstain from a decision under this Agreement pursuant to a conflict of interest statute. Consultant shall incorporate a clause substantially similar to this Section into any subcontract that Consultant executes in connection with the performance of this Agreement.
8. Indemnification, Hold Harmless, and Duty to Defend.
A. Indemnities.
1) To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, protect, indemnify, and hold harmless City and its elected officials, officers, attorneys, employees, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively "Indemnitees"), from and against damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, liens, and losses, including fees of accountants, attorneys, or other professionals and all costs associated therewith, and reimbursement of attorney's -4- Approved for Use 4/12/19
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fees and costs of defense (collectively "Liabilities"), to the extent they arise out of, pertain to, or relate to, in whole or in part, the negligence, recklessness or willful misconduct of Consultant, its officers, agents, servants, employees, subcontractors, materialmen, consultants or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence, as determined by court decision or by the agreement of the Parties. In no event shall the costs to defend charged to the Consultant exceed the Consultant's proportionate percentage of fault. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by Indemnitees in connection therewith.
2) Consultant shall pay all required taxes on amounts paid to Consultant under this Agreement, and indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Consultant shall fully comply with the workers' compensation law regarding Consultant and Consultant's employees. Consultant shall indemnify and hold City harmless from any failure of Consultant to comply with applicable workers' compensation laws.
City may 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 subparagraph A.2).
Consultant shall obtain executed indemnity agreements with provisions identical to those in this Section from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. If Consultant fails to obtain such indemnities obligations, Consultant shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against Liabilities at law or in equity, to the extend they arise out of, pertain to, or relate to the acts or omissions of Consultant, its officers, agents, servants, employees, subcontractors, materialmen, consultants or their officers, agents, servants or employees, (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of this Agreement, except for Liabilities arising from the negligence or willful misconduct of the Indemnitees as determined by court decision or by the agreement of the Parties as determined or by the agreement of the Parties.
B. Workers' Compensation Acts not Limiting. Consultant's 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 officers, agents, employees and volunteers.
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C. Insurance Requirements not Limiting. City does not, and shall not, waive any rights that it may possess against Consultant because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. The hold harmless and indemnification provisions in this Section shall apply regardless of whether or not any insurance policies are determined to be applicable to the Liabilities, Claims, tax, assessment, penalty or interest asserted against City.
D. Survival of Terms. The indemnification in this Section shall survive the expiration or termination of this Agreement.
9. Insurance.
A. Minimum Scope and Limits of Insurance. Consultant shall procure and at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
Commercial General Liability Insurance with a minimum limit of $2,000,000.00 per occurrence for bodily injury, personal injury and property damage and a general aggregate limit of $2,000,000.00 per project or location. If Consultant is a limited liability company, the commercial general liability coverage shall be amended so that Consultant and its managers, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds.
2) Automobile Liability Insurance for any owned, non-owned or hired vehicle used in connection with the performance of this Agreement with a combined single limit of $1,000,000.00 per accident for bodily injury and property damage. If Consultant does not use any owned, non-owned or hired vehicles in the performance of Services under this Agreement, Consultant shall obtain a non-owned auto endorsement to the Commercial General Liability policy required under subparagraph A.1) of this Section. 3) Workers' Compensation Insurance as required by the State of California and Employer's Liability Insurance with a minimum limit of $1,000,000.00 per accident for bodily injury or disease. If Consultant has no employees while pertorming Services under this Agreement, workers' compensation policy is not required, but Consultant shall execute a declaration that it has no employees. 4) Professional Liability/Errors and Omissions Insurance with minimum limits of $2,000,000.00 per claim and in aggregate.
B. Acceptability of Insurers. The insurance policies required under this Section shall be issued by an insurer admitted or authorized to write insurance in the State of California with a rating of A:VII or better in the latest edition of the A.M. Best Insurance Rating Guide. Self insurance shall not be considered to comply with the insurance requirements under this Section.
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C. Additional Insured. The commercial general and automobile liability policies shall contain an endorsement naming City and its elected and appointed officials, officers, employees, agents and volunteers as additional insureds. This provision shall also apply to any excess/umbrella liability policies.
D. Primary and Non-Contributing The General Liability and Automobile Liability insurance policies required under this Section shall apply on a primary non- contributing basis in relation to any other insurance or self-insurance available to City.
Any insurance or self-insurance maintained by City, its elected and appointed officials, officers, employees, agents or volunteers, shall be in excess of Consultant's insurance and shall not contribute with it.
E. Consultant's Waiver of Subrogation. The insurance policies required under this Section shall not prohibit Consultant and Consultant's employees, agents or subcontractors from waiving the right of subrogation prior to a loss. Consultant hereby waives all rights of subrogation against City.
F. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by City. At City's option, Consultant shall either reduce or eliminate the deductibles or self-insured retentions with respect to City, or Consultant shall procure a bond guaranteeing payment of losses and expenses.
G. Cancellations or Modifications to Coverage. Consultant shall not cancel, reduce or otherwise modify the insurance policies required by this Section during the term of this Agreement. The commercial general and automobile liability policies required under this Agreement shall be endorsed to state that should the issuing insurer cancel the policy before the expiration date, the issuing insurer will endeavor to mail 30 days' prior written notice to City. If any insurance policy required under this Section is canceled or reduced in coverage or limits, Consultant shall, within two Business Days of notice from the insurer, phone, fax or notify City via certified mail, return receipt requested, of the cancellation of or changes to the policy.
H. 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.
I. Evidence of Insurance. Prior to the performance of Services under this Agreement, Consultant shall furnish City's Risk Manager with a certificate or certificates of insurance and all original endorsements evidencing and effecting the coverages -7- Approved for Use 4/12/19
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required under this Section. The endorsements are subject to City's approval. 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.
Consultant shall provide proof to City's Risk Manager 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.
Indemnity Requirements not Limiting. Procurement of insurance by Consultant shall not be construed as a limitation of Consultant's liability or as full performance of Consultant's duty to indemnify City under Section 8 of this Agreement.
K. Broader Coverage/Higher Limits. 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. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.
L. Subcontractor Insurance Requirements. Consultant shall require each of its subcontractors that perform Services under this Agreement to maintain insurance coverage that meets all of the requirements of this Section.
10. Mutual Cooperation.
A. 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.
B. Consultant's Cooperation. 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.
11. Records and Inspections. Consultant shall maintain complete and accurate records with respect to time, costs, expenses, receipts, correspondence, and other such information required by City that relate to the performance of the Services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to City, its designees and representatives at reasonable times, and shall allow City to examine and audit the books and records, to make transcripts therefrom as necessary, and to inspect all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of three years after receipt of final payment. -8- Approved for Use 4/12/19
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12. Termination of Agreement.
Right to Terminate. City may terminate this Agreement at any time, at will, for any reason or no reason, after giving written notice to Consultant at least five calendar days before the termination is to be effective. Consultant may terminate this Agreement at any time, at will, for any reason or no reason, after giving written notice to City at least 60 calendar days before the termination is to be effective.
B. Obligations upon Termination. Consultant shall cease all work under this Agreement on or before the effective date of termination specified in the notice of termination. In the event of City's termination of this Agreement due to no fault or failure of performance by Consultant, City shall pay Consultant based on the percentage of work satisfactorily performed up to the effective date of termination. In no event shall Consultant be entitled to receive more than the amount that would be paid to Consultant for the full performance of the Services required by this Agreement. Consultant shall have no other claim against City by reason of such termination, including any claim for compensation.
13. Force Majeure. Consultant shall not be liable for any failure to perform its obligations under this Agreement if Consultant presents acceptable evidence, in City's sole judgment, that such failure was due to acts of God, embargoes, inability to obtain labor or materials or reasonable substitutes for labor or materials, governmental restrictions, governmental regulations, governmental controls, judicial orders, enemy or hostile governmental action, civil commotion, fire or other casualty, or other causes beyond Consultant's reasonable control and not due to any act by Consultant.
14. Default.
Consultant's failure to comply with the provisions of this Agreement shall constitute a default. In the event that Consultant is in default for cause under the terms of this Agreement, City shall have no obligation or duty to continue compensating Consultant for any work performed after the date of default.
B. In addition to the right to terminate pursuant to Section 12, if the City Manager determines that Consultant is in default in the performance of any of the terms or conditions of this Agreement, City shall serve Consultant with written notice of the default. Consultant shall have ten calendar days after service upon it of the notice in which to cure the default by rendering a satisfactory performance. In the event that Consultant fails to cure its default within such period of time, City may, notwithstanding any other provision of this Agreement, terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement.
15. Notices. Any notice, consent, request, demand, bill, invoice, report or other communication required or permitted under this Agreement shall be in writing and -9- Approved for Use 4/12/19
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16. conclusively deemed effective: (a) on personal delivery, (b) on confirmed delivery by courier service during Consultant's and City's regular business hours, or (c) three Business Days after deposit in the United States mail, by first class mail, postage prepaid, and addressed to the Party to be notified as set forth below:
If to City: If to Consultant:
Attn: Henry Mitzner K. Dennis Klingelhofer, PE
City of Manhattan Beach Harris & Associates
1400 Highland Avenue 22 Executive Park, Suite 200
Manhattan Beach, California 90266 Irvine, California 92614 Telephone: 310-802-5563 Telephone: 949-655-3900
Email: [email protected] Email:
Dennis. [email protected]
With a courtesy copy to:
Quinn M. Barrow, City Attorney
1400 Highland Avenue
Manhattan Beach, California 90266
Telephone: (310) 802-5061
Email: [email protected]
17. Non-Discrimination and Equal Employment Opportunity. In the performance of this Agreement, Consultant shall not discriminate against any employee, subcontractor or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law. Consultant will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation.
Prohibition of Assignment and Delegation. Consultant shall not assign any of its rights or delegate any of its duties under this Agreement, either in whole or in part, without City's prior written consent. City's consent to an assignment of rights under this Agreement shall not release Consultant from any of its obligations or alter any of its primary obligations to be performed under this Agreement. Any attempted assignment or delegation in violation of this Section shall be void and of no effect and shall entitle City to terminate this Agreement. As used in this Section, "assignment" and "delegation" means any sale, gift, pledge, hypothecation, encumbrance or other transfer of all or any portion of the rights, obligations, or liabilities in or arising from this Agreement to any person or entity, whether by operation of law or otherwise, and regardless of the legal form of the transaction in which the attempted transfer occurs. -10- Approved for Use 4/12/19
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19. No Third Party Beneficiaries Intended. 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 may have or acquire a right by virtue of this Agreement.
20. 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 (1) effective unless it is in writing and signed by the Party making the waiver, (2) deemed to be a waiver of, or consent to, any other breach, failure of a condition, or right or remedy, or (3) deemed to constitute a continuing waiver unless the writing expressly so states.
21. Final Payment Acceptance Constitutes Release. The acceptance by Consultant of the final payment made under this Agreement shall operate as and be a release of City from all claims and liabilities for compensation to Consultant for anything done, furnished or relating to Consultant's work or services. Acceptance of payment shall be any negotiation of City's check or the failure to make a written extra compensation claim within ten calendar days of the receipt of that check. However, approval or payment by City shall not constitute, nor be deemed, a release of the responsibility and liability of Consultant, its employees, subcontractors and agents for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by City for any defect or error in the work prepared by Consultant, its employees, subcontractors and agents.
22. Corrections. In addition to the above indemnification obligations, 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.
23. Non-Appropriation of Funds. Payments to be made to Consultant by City for 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.
24. Exhibits. Exhibit A constitutes a part of this Agreement and is incorporated into this Agreement by this reference. If any inconsistency exists or arises between a provision of this Agreement and a provision of any exhibit, or between a provision of this -11- Approved for Use 4/12/19
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Agreement and a provision of Consultant's proposal, the provisions of this Agreement shall control.
25. Entire Agreement and Modification of Agreement. This Agreement and all exhibits referred to in this Agreement constitute the final, complete and exclusive statement of the terms of the agreement between the Parties pertaining to the subject matter of this Agreement and supersede all other prior or contemporaneous oral or written understandings and agreements of the Parties. No Party has been induced to enter into this Agreement by, nor is any Party relying on, any representation or warranty except those expressly set forth in this Agreement. This Agreement may not be amended, nor any provision or breach hereof waived, except in a writing signed by both Parties.
Headings. The headings in this Agreement are included solely for convenience of reference and shall not affect the interpretation of any provision of this Agreement or any of the rights or obligations of the Parties to this Agreement.
Word Usage. Unless the context clearly requires otherwise, (a) the words "shall," "will" and "agrees" are mandatory and "may" is permissive; (b) "or" is not exclusive; and (c) "includes" or "including" are not limiting.
28. 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.
29. Business Days. "Business days" means days Manhattan Beach City Hall is open for business.
Governing Law and Choice of Forum. This Agreement, and any dispute arısing from the relationship between the Parties to 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. Any dispute that arises under or relates to this Agreement (whether contract, tort or both) shall be resolved in a superior court with geographic jurisdiction over the City of Manhattan Beach.
31. Attorneys' Fees. In any litigation or other proceeding by which a Party seeks to enforce its rights under this Agreement (whether in contract, tort or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing Party shall be entitled to recover all attorneys' fees, experts' fees, and other costs actually incurred in connection with such litigation or other proceeding, in addition to all other relief to which that Party may be entitled.
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32. Severability. If a court of competent jurisdiction holds any provision of this Agreement to be illegal, invalid or unenforceable for any reason, the validity of and enforceability of the remaining provisions of this Agreement shall not be affected and continue in full force and effect.
Counterparts. This Agreement may be executed in multiple counterparts, all of which shall be deemed an original, and all of which will constitute one and the same instrument.
Corporate Authority. Each person executing this Agreement on behalf of his or her Party warrants that he or she is duly authorized to execute this Agreement on behalf of that Party and that by such execution, that Party is formally bound to the provisions of this Agreement
(SIGNATURE PAGE FOLLOWS)
The Parties, through their duly authorized representatives are signing this Agreement on the date stated in the introductory clause.
City: Consultant:
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The Parties, through their duly authorized representatives are signing this Agreement on the date stated in the introductory clause.
City: Consultant:
City of Manhattan Beach, Harris & Associates Inc.
a California municipal corporation a California Corporation By: on key he kakanta
Name Bruce Moe
Title: City Manager VICE PRESIDENT
ATTEST: By:
Name:
Title:
By: Martha Away, 4/1/2020
for Name: Liza Tamura
Title: City Clerk
APPROVED AS TO FORM:
By: _
Name: Quinn M. Barrow
Title: City Attorney
APPROVED AS TO CONTENT:
laurel
By: _
Name: Steve S. Charelian
Title: Finance Director
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The Parties, through their duly authorized representatives are signing this Agreement on the date stated in the introductory clause.
City: Consultant:
City of Manhattan Beach, Harris & Associates Inc.
a California municipal corporation a California Corporation or then hay kakante
By:
Name: Bruce Moe
Title/ City Manager VICE PRESIDENT
ATTEST: By Name:
Title:
By: _
Name: Liza Tamura
Title: City Clerk
APPROVED AS TO FORM:
hein mban
By:
Name: Quinn M. Barrow
Title: City Attorney
APPROVED AS TO CONTENT:
Shoul
Name: Steve S. Charelian
Title: Finance Director
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EXHIBIT A
SCOPE OF SERVICES AND FEE SCHEDULE
Harris & Associates
CERTIFICATE OF THE PRESIDENT AND CEO
OF
HARRIS & ASSOCIATES, INC.
Authorization to Enter into Contracts and Proposals
Pursuant to the authority granted by Section 5.3 of the Bylaws of Harris & Associates, Inc., a California corporation ("Company"), and the delegation of authority by the Board of Directors of the Company to the President and CEO, the undersigned, as President and CEO, hereby authorizes the individuals named below to have the authority to enter into contracts and proposals, and incur obligations in the amounts set forth below for contracts with acceptable risk. Those contracts that have questionable risk must be elevated to the Risk Management Advisory Committee for review and approval. These individual authorities shall remain in effect until the designated individual's employment or position is terminated, or the signing authority is revoked, changed, or amended by a duly executed Certificate of the President and CEO.
Contracts and Proposals in Unlimited Amounts (C-Suite and Division Presidents/Senior Vice Presidents) Ehab Gerges Michael McCormick
John Kuprenas Michelle White
Lisa Larrabee Steven Winchester
Contracts and Proposals up to One Million Dollars ($1,000,000) Scott Alman Lara Jennings
Randall Berry Dennis Klingelhofer
Alison Bouley Frank Lopez
Vijay Desai Hitta Mosesman
Sean Dunbar Matt Nethercutt
Chris Dunne Diane Sandman
Ann Hajnosz Craig Seifert
Kourosh Iranpour
White
Lisa V. Larrabee, President and CEO
Harris & Associates
June 5, 2019
City of Manhattan Beach
Attn: Henry Mitzner, Controller
1400 Highland Avenue
Manhattan Beach, CA 90266
Re: Proposal for Landscaping & Lighting Assessment District Engineering Services Dear Mr. Mitzner:
Special benefit analyses, funding options, assessment district formation and administration are all part of the services which Harris & Associates' project team is known for.
As partners in the annual administration of your assessment district, our team offers the City the following advantages:
/ Knowledgeable Assessment Engineer. Our Assessment Engineer, Dennis Klingelhofer, has more than 30 years of financial engineering experience in both the formation and annual administration of assessment and other financing districts. He thoroughly understands the provisions and implications of the State Codes relating to financing districts and has extensive experience in presenting information to City Councils and property owners.
/ Expert Project Team. Our Assessment Engineer is supported by a project team with extensive experience who have formed and administered special financing districts from as small as 5 parcels to as large as 2,000,000 parcels. Our team is experienced in creating and updating assessment databases from the latest County Assessor's information; coordinating with City and County offices to obtain and transmit required information; and meeting legal timeframes and City required deadlines. / Proven Success. Our team has a portfolio of successfully completed projects throughout California, which include recent annual administration and levy proceedings. Through this experience, they have developed a reputation for meeting project deadlines and legally required timeframes.
Per your request, the following is our proposal for providing the annual assessment district administration and levy services. To assist with your review, an index is provided for the various sections our proposal:
Project Team....... ...Page 2
Work Plan........... ...Page 3
Fee Estimate....... ..Page 5
22 Executive Park, Suite 200, Irvine, CA 92614 • p: 949.655.3900 • f: 949.655.3995 # WeAreHarris.com Mr. Henry Mitzner Proposal for
Controller Landscaping & Street Lighting Maintenance Assessment District Engineering Services City of Manhattan Beach June 5, 2019
Project Team
Harris has a team of highly qualified professionals to study, establish and administer assessment and special financing districts. Our team has extensive experience with forming and administering assessment and special tax districts.
Last year alone, this team successfully placed over $71 million in assessments, fees and taxes on county property tax bills throughout the State of California for fiscal year 2018-19. Brief resumes of the project team members are provided below.
Assessment Engineer
K. Dennis Klingelhofer, P.E. is a registered Professional Engineer in the State of California and will be the assessment engineer. He has over 30 years of assessment and financial engineering experience consulting to cities, counties and special districts throughout the State of California. He has assisted agencies with the analysis of special benefit from various types of improvements, in accordance with the requirements of Article XIIID of the California State Constitution (Proposition 218). He has prepared Engineer's Reports and Assessment Diagrams, and has assisted with presentations to City Councils and property owners, the preparation and mailing of notices and ballots, and ballot tabulation.
Project Manager
Carol J. Hill will be the Project Manager and will be responsible for coordinating all aspects of the project, maintaining a close liaison with the City and ensuring the City's satisfaction with the services. She will be the main point of communication between the project team and the City and will direct the activities of the project including the technical details of the district administration and levy process. Ms. Hill has over 16 years of assessment and financial engineering experience, and has been responsible for the technical aspects of Public Financing Districts pursuant to the Municipal Improvement Act of 1913, the Landscape and Lighting Act of 1972, Mello-Roos Community Facility Districts, Fire Suppression Assessments, Non-Mello-Roos Special Tax Districts, and Reassessment/Refunding Districts per the 1984 Act, as well as property-related user fees.
Additional staff will be utilized as necessary under the direct supervision of Ms. Hill.
Mr. Henry Mitzner Proposal for
Controller Landscaping & Street Lighting Maintenance Assessment District Engineering Services City of Manhattan Beach June 5, 2019
Work Plan
Project Approach
Our approach to projects centers around three basic elements: communication, quality control, and timeliness. • Communication. We believe that the best approach to projects such as this is consensus building between the Assessment Engineer, City staff, legal counsel, property owners and City Council. Our Project Team members are skilled communicators and understand the importance of providing clear and concise information to all parties involved, especially information disseminated to public officials and property owners and voters.
• Quality Control. Quality assurance and control is extremely important, especially when dealing with property assessments and mailed legal notices and ballots. Since the passage of Proposition 218, we have sent notices and/or ballots to over 1 million parcels. Harris & Associates has developed processes and procedures to ensure database accuracy and competency.
• Timeliness. We understand that compiling data and preparing analyses, exhibits and reports quickly and efficiently is essential to meeting the City's time frames. We commit to turning around reports and other required documents promptly to meet the City's schedule, and we fully understand the legally required timeframes relating to the annual renewal process and City Council agenda deadlines.
Quality Assurance
Harris & Associates financial engineering team has developed a rigorous Quality Control program to ensure that the revenue generated by special tax districts and assessment districts is what is expected from the district. Our analysts follow a detailed procedure and methodology from inception of the district through the annual levy process, including interaction with the general public, real estate and other professionals, and the public agency staff.
Because each district is unique, our efforts are tailored to the specific requirements of the district. A procedures checklist is developed for each individual district, to track the reporting deadlines, submittal requirements, and special circumstances.
In addition, Harris uses "off the shelf" database software to form and administer districts. Since each district is unique, we feel it is a disservice to our clients to recoup lengthy and expensive research and development time for customized software applications. At any time, our clients may request the electronic data from us in any format we are able to provide. It is your data; therefore you should have access to it at any time.
Scope of Work
The Scope of Work provided below itemizes by task the services to be provided for the annual administration and levy of the City's Landscape & Street Lighting Maintenance Assessment District (LLMD) and is the same as provided in the City's Request for Proposal.
Provisions of the Landscaping and Lighting Act of 1972 will be used in completing the work. This scope of work is based on the assumption that there will be no increases in assessment rates as defined by Article XIIID of the California Constitution (Prop. 218) and the Prop 218 Omnibus Implementation Act.
Mr. Henry Mitzner Proposal for
Controller Landscaping & Street Lighting Maintenance Assessment District Engineering Services City of Manhattan Beach June 5, 2019
1. Coordinate with City staff to review the LLMD, receive budgets and confirm schedule.
2. Obtain all available information from the City regarding the LLMD, including current assessment database, electronic map files from the City, a listing of projected expenditures, revenues, and any additional information.
3. Research changes to the existing database.
4. Incorporate into the database the proposed assessment rates, based on the actual costs are for each parcel within each zone, up to the maximum allowable assessment rates.
5. Provide the City with updated summaries.
6. Conduct one status meeting in conjunction with the draft Engineer's Report.
7. Furnish one bound copy and one electronic copy of the Engineer's Report and one bound copy of the Preliminary Assessment Roll, for processing and filing.
8. Attend (if requested) the City Council meetings considering the Resolution of Intention and the Public Hearing, and provide technical support and answer questions.
9. After confirmation of assessment rates by City Council, update the current database file with the latest Assessor's parcel numbers and land use information, and submit the assessments to the Los Angeles County Auditor/Controller's office in the required format. Make necessary corrections, if required, after receipt of the Exception Report from the County. Furnish two (2) bound copies and an electronic version of the Final Assessment Roll for the LLMD to the City.
Responsibilities of the City
a. Prepare all resolutions and notices of public hearings or other meetings to be published by the City Clerk.
b. Provide qualified legal counsel to provide legal advice to City staff and to the Assessment Engineer, as required.
Provide access to records and data resulting in subdivision of land affecting the LLMD.
Mr. Henry Mitzner Proposal for
Controller Landscaping & Street Lighting Maintenance Assessment District Engineering Services City of Manhattan Beach June 5, 2019
Fee Estimate
Based on our knowledge of the City's LLMD, and our experience with similar services, Harris & Associates will provide the services outlined under Scope of Work for the following lump sum not-to-exceed fees:
FY 2020-21 FY 2021-22 FY 2022-23
Zones 1-9 $6,550 $6,550 $6,550
Zone 10 $1,000 $1,000 $1,000
Total Fees: $7,550 $7,550 $7,550
Invoices will be submitted monthly for services provided in the previous month and shall be paid within 30 days of receipt in accordance our current professional services agreement. Additional services will be provided as authorized for a mutually acceptable fee and in accordance with the Schedule of Hourly Rates current at the time services are provided. Harris' current schedule of hourly rates are provided below.
Harris & Associates
2019 Schedule of Hourly Rates *
Assessment Engineer..... .. $220 - 270 / hour
Project Manager.... $190 - 255 / hour
Project Engineer..... .. $145 - 190 / hour
Senior Project Analyst ..... .. $110 - 135 / hour
Project Analyst .. $95 - 115 / hour
Administrative Staff ..... $85 / hour
* These hourly rates may be updated on an annual (calendar year) basis.
Hourly rates include most direct costs such as vehicle usage and mileage, equipment usage (including computers), and printing and copying Our Assessment Engineering team is excited about the prospect of continuing our working relationship with the City of Manhattan Beach. If you have any questions regarding this proposal, please call me 949-655-3900 ext. 2326 or email me at [email protected].
Sincerely,
Harris & Associates
solen belf
K. Dennis Klingelhofer,
Vice President, Public Finance
PS260028002
201907193922
ACORD CERTIFICATE OF LIABILITY INSURANCE
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
BELTS CERTIFICATE RAN DES NOT CONSTE CONTRACT BETWEEN THE ISSUING INSURERS), AUTHORIZEL REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
APORTANT: if the certificate holder is an ADDITIONAL INSURED, the polly(les) must have ADDITIONAL INSURED provislons or be endorse SUBROGATION IS WAJVED, subject to the terms and conditions of the pollcy, certain pollcles may require an endorsement. A statement o this certificate does not confer rights to the certificate holder in lleu of such endorsements).
HUB Interpational Ingurance Services Inc.
B: 925 609-6500 TAC, No): 925 609-6550
P.O. Box 4047 ADDRESS:
INSURERS) AFFORDING COVERAGE MAIC I
Concord, CA 94524 INSURERA: Valley Forge Indurance Company INSURED INSURER B: The Continental Insurance Company
Harris & Associates Inc.
INSURER: Travelers Property Casualty Co of Amer
Attat Sugan Mandilag
1401 Willow Pass Road, Suite 500 INBURER D: Continental Casualty Company INSURER E:
Concord, CA 94520 INSURER F:
COVERAGES CERTIFICATE NUMBER: 534799690
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 AbbL SUBRT POLICY EXP
TYPE OF INBURANCE INSD WVD POLICY NUMBER LIMIT8
COMMERCIAL GENERAL LIABILITY 6072176739 08/01/19 08/01/20 EACH OCCURRENCE $ 1,000,000
CLAIMS-MADE & OCCUR DAMAGE TO RENTED
PREMISES (Es occumence) $ 1,000,000
& Ded: 0
MED EXP (Any one person) $ 15,000
PERSONAL & ADV INJURY $ 1,000,000
GENL AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY LOC PRODUCTS - COMPIOP AGG $ 2,000,000
OTHER:
AUTOMOBILE LIABILITY BUA 6076590520 08/01/19 08/01/20 COMBINED SINGLE UMIT $ 1,000,000 (Ea accident)
X ANY AUTO BODILY INJURY (Per person)
OWNED SCHEDULED
AUTOS ONLY BODILY INJURY (Per acoldent)
HIRED NON-OWNED PROPERTY DAMAGE
AUTOS ONLY AUTOS ONLY Per socident)
Ded: 0
UMBRELLA LIAB OCCUR CUE 6076590551 08/01/19 08/01/20 EACH OCCURRENCE $ 10,000,000 EXCESS LIAB CLAIMS-MADE $ 10,000,000
AGGREGATE
DED X RETENTIONS O
c WORKERS COMPENSATION UB-8R458448-19-43-G* * PEATUTE
AND EMPLOYERS' LIABILITY 08/01/19 08/01/20
YIN
ANYPROPRIETOR/PARTNER/EXECUTIVE EL. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N/ A
(Mandatory in KH) EL. DISEASE - EA EMPLOYEE $1,000,000
DESCRIPTION OF OPERATIONS below describe under
EL DISEASE - POLICY LIMIT $1,000,000
D PROPBSSIONAL LIABILITY A8H591891588 08/01/19 08/01/20 Per Claim 10,000,000 Claims-Made Aggregate 10,000,000
Ded. Bach Claim 150,000
DESCRUPTION OF OPERATIONS/LOCATIONS / VEHICLES (ACORD 101, Addional Remarke Schedufe, may be attached if more space is required) * Forkere Compensat lon pollay excludes monopollatle states ND, OH, MA, PY. eneral Llability and Auto Llability Additional Insured status granted, if required by written contract/agreement, pe ttached forma CNA750798X 1016 and CHA63359XX 0412 (Pg. 1, I.A.3) City, Its officers, employees, agents & volunteers are additional insureds under General Ilabillty and Auto Liability 1e required by a written contract.
RE: LEAD Engineering Services (EA #170-0049)
CERTIFICATE HOLDER CANCELLATION
170-0049 2020)
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Clty of Kanhattan Beach THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
Eo10 a Pnance scoutine Secretary AUTHORUZED REPRESENTATVE manhattan Beach, CA 90266 DessendCaone
UBA
© 1988-2015 ACORD CORPORATION. All rights reserved.
ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD garcia
534799690
= P5260028002
CNA
Blanket Additional Insured - Owners, Lessees or
Contractors - with Products-Completed
Operations Coverage Endorsement
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
It is understood and agreed as follows:
. WHO IS AN INSURED is amended to include as an insured any person or organization whom you are require by written contract to add as an additional insured on this coverage part, but only with respect to liability for bodily injury, property damage or personal and advertising Injury caused in whole or in part by your acts or omissions, or the acts or omissions of those acting on your behalf:
A. in the performance of your ongoing operations subject to such written contract; or B. in the performance of your work subject to such written contract, but only with respect to bodlly injury or property damage included in the products-completed operations hazard, and only if:
1. the written contract requires you to provide the additional insured such coverage; and
2. this coverage part provides such coverage.
Il. But if the written contract requires:
A. additional insured coverage under the 11-85 edition, 10-93 edition, or 10-01 edition of CG2010, or under the 10-01 edition of CG2037; or
B. additional insured coverage with "arising out of" language; or C. additional insured coverage to the greatest extent permissible by law; then paragraph I. above is deleted in its entirety and replaced by the following:
WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part, but only with respect to liability for bodlly injury, property damage or personal and advertising Injury arising out of your work that is subject to III. Subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with:
A. coverage broader than required by the written contract; or B. a higher limit of insurance than required by the written contract.
IV. The insurance granted by this endorsement to the additional insured does not apply to bodlly Injury, property damage, or personal and advertising injury arising out of:
A. the rendering of, or the failure to render, any professional architectural, engineering, or surveying services, including:
1. the preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and
2. supervisory, inspection, architectural or engineering activities; or B. any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this coverage part.
V. Under COMMERCIAL GENERAL LIABILITY CONDITIONS, the Condition entitled Other Insurance is amended to add the following, which supersedes any provision to the contrary in this Condition or elsewhere in this coverage part:
CNA75079XX (10-16) Policy No: 6072176739
Insured Name: Harris & Associates Inc.
Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission.
PS260028002
201907193922 CNA63359XX
CNA POLICY NUMBER: BUA 6076590520 (Ed. 04/12)
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
CONTRACTORS EXTENDED COVERAGE ENDORSEMENT
- BUSINESS AUTO PLUS -
This endorsement modifies insurance provided under the following:
BUSINESS AUTO COVERAGE FORM
I. LIABILITY COVERAGE
A. Who Is An Insured
The following is added to Section lI,
Paragraph A.1., Who Is An Insured
1. a. Any incorporated entity of which the
Named Insured owns a majority of the "Policy," as used in this provision A. Who Is An voting stock on the date of inception of Insured, includes those policies that were in this Coverage Form; provided that, force on the inception date of this Coverage Form but:
b. The insurance afforded by this
provision A.1. does not apply to any 1. Which are no longer in force; or such entity that is an insured" under
any other liability "policy" providing 2. Whose limits have been exhausted. "auto" coverage. B. Ball Bonds and Loss of Earnings
2. Any organization you newly acquire or Section II, Paragraphs A.2. (2) and A.2. (4) form, other than a limited liability company, are revised as follows:
partnership or joint venture, and over which
you maintain majority ownership interest. 1. In a.(2), the limit for the cost of bail bonds is changed from $2,000 to $5,000; and
The insurance afforded by this provision
A.2.: 2. In a.(4), the limit for the loss of earnings is changed from $250 to $500 a day.
a. Is effective on the acquisition or
formation date, and is afforded only C. Fellow Employee until the end of the policy period of this Section Ii, Paragraph B.5 does not apply.
Coverage Form, or the next
anniversary of its inception date, Such coverage as is afforded by this provision C. is excess over any other collectible
whichever is earlier.
insurance.
b. Does not apply to:
II. PHYSICAL DAMAGE COVERAGE
'Bus by an atone fa caused by A. Glass Breakage - Hitting A Bird Or Animal - occurred before you acquired or Falling Objects Or Missiles formed the organization; ol ne following is added to Section I (2) Any such organization that is an
"insured" under any other liability Vith respect to any covered "auto," an eductible shown in the Declarations will no
repared in a so rer ace table to us, at er
than replaced.
B. Transportation Expenses
resper tol ransporaion exa. is incure by
you, to provide:
a. $60 per day, in lieu of $20; subject to
b. $1,800 maximum, in lieu of $600.
CNA63359XX Copyright, CNA Corporation, 2000. Page 1 of 3 (Ed. 04/12) Includes copyrighted material of the Insurance Services Office used with its permission.
I P5260028002
CNA63359XX
CNA (Ed. 04/12)
C. Loss of Use Expenses Section III, Paragraphs B.4.c and B.4.d. are deleted and replaced by the following:
Physical Damage Coverage on a cover
"auto" also applies to loss" to a
permanently installed electronic equipment
a. $1,000 maximum, in lieu of $600. its antennas and other D. Hired "Autos" accessories.
The following is added to Section III. d. A $100 per occurrence deductible applies Paragraph A.: to the coverage provided by this provision
5. Hired "Autos" G. Diminution In Value
If Physical Damage coverage is provided under The following is added to Section IlI, this pollcy, and such coverage does not extenc Paragraph B.6.:
Autos, then Physical Damage Subject to the following, the "diminution in coverage is extended to: value* exclusion does not apply to:
a. Any covered "auto" you lease, hire, rent a. Any covered "auto" of the private or borrow without a driver; and passenger type you lease, hire, rent or b. Any covered "auto" hired or rented by borrow, without a driver for a period of your "employee" without a driver, under 30 days or less, while performing duties contract individual related to the conduct of your business; •employees and
permission, while performing duties
b. Any covered "auto" of the private
passenger type hired or rented by your
c. The most we will pay for any one "employee" without a driver for a period "accident" or "loss" is the actual cast of 30 days or less, under a contract in value, cost of repair, cost of that individual employee's" name, with replacement or $75,000, whichever is your permission, while performing less, minus a $500 deductible for each duties related to the conduct of your covered auto. No deductible applies to business.
"loss" caused by fire or lightning. c. Such coverage as is provided by this d. The physical damage coverage as is provision is limited to a diminution in provided by this provision is equal to value" loss arising directly out of physical damage coverages) accidental damage and not as a result provided on your owned "autos." of the failure to make repairs; faulty or incomplete maintenance or repairs; or
the installation of substandard parts.
Such physical damage coverage for
hired "autos" will: d. The most we will pay for "loss" to a covered "auto" in any one accident is
(1) Include loss of use, provided it is the lesser of:
the consequence of an "accident"
for which the Named Insured is (1) $5,000; or
(2) 20% of the "auto's" actual cast
value (ACV)
(2) Such coverage as is provided by III. Drive Other Car Coverage - Executive Officers his provision will be subject to The following is added to Sections Il and Ill:
mit of $750 per "accident.
• Any "auto" you dont own, hire or borrow is
E. Airbag Coverage overed "auto" for Liability Coverage whit he following is added to Section I being used by, and for Physical Damage aragraph B.3. Coverage while in the care, custody or contro of, any of your "executive officers," except:
The accidental discharge of an airbag shall not a. An "auto" owned by that "executive officer" be considered mechanical breakdown. or a member of that person's household; or F. Electronic Equipment
CNA63359XX Copyright, CNA Corporation, 2000. Page 2 of 3 (Ed. 04/12) Includes copyrighted material of the Insurance Services Office used with its permission.
PS260028002
CNA63359XX
CNA (Ed. 04/12)
b. An "auto" used by that "executive officer"
hile working In a business of sellin Paragraph
ervicing, repairing or parking "autos. Recovery Against Others To Us:
Such Liability and/or Physical Damage
Coverage as is afforded by this provision.
(1) Equal to the greatest of those
coverages afforded any covered "auto"
and
(2) Excess over any other collectible This injury or damage must arise out of you insurance.
rganizationder a contract with that parson of
2. For purposes of this provision, "executive
oficer mains created holding any of the ou must agree to that requirement prior to created by your charter, ccident" or "loss
constitution, by-laws or any other similar
governing document, and, while a resident of C. Concealment, Misrepresentation or Fraud the same household, includes that person's
The following is added to Section IV,
spouse.
Paragraph B.2.:
Such "executive officers" are "insureds" while
using a covered "auto" described in this Your failure to disclose all hazards existing on the provision. date of inception of this Coverage Form shall not prejudice you with respect to the coverage affordec
IV. BUSINESS AUTO CONDITIONS provided such fallure or omission is not intentional A. Duties In The Event Of Accident, Clalm, Sult D. Other Insurance Or Loss
The following is added to Section V,
The following is added to Section IV, Paragraph B.5.:
Paragraph A.2.a.: Regardless of the provisions of Paragraphs 5.a. (4) Your "employees" may know of an and 5.d. above, the coverage provided by this "accident" or "loss." This will not mean policy shall be on a primary non-contributory that you have such knowledge, unless basis. This provision is applicable only when such "accident" or "loss" is known to required by a written contract. That written you or if you are not an individual, to contract must have been entered into prior to any of your executive officers or "Accident" or "Loss.' partners or your insurance manager.
E. Policy Period, Coverage Territory
The following is added to Section IV,
Paragraph A.2.b.: Section IV, Paragraph B. 7.(5).(a). is revised to provide:
(6) Your "employees" may know of
documents received concering a claim a. 45 days of coverage in lieu of 30 days. or "sult." This will not mean that you V. DEFINITIONS
have such knowledge, unless receipt of
such documents is known to you or if Dy therely. Paragraph C. Is deleted and replaced you are not an individual, to any of your
executive officers or partners or your "Bodily injury" means bodily injury, sickness or insurance manager. lisease sustained by a person, including menta B. Transfer Of Righte Of Recovery Against nguish, mental injury or death resulting from any o Others To Us these.
CNA63359XX Copyright, CNA Corporation, 2000. Page 3 of 3 (Ed. 04/12) Includes copyrighted material of the Insurance Services Office used with its permission. 201907193922
GNA Business Auto Policy
Policy Endorsement
WAIVER OF TRANSFER OF RIGHTS OF RECOVERY
AGAINST OTHERS TO US (WAIVER OF SUBROGATION)
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
This endorsement modifies insurance provided under the following:
AUTO DEALERS COVERAGE FORM
BUSINESS AUTO COVERAGE FORM
MOTOR CARRIER COVERAGE FORM
With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement.
This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below.
Named Insured: HARRIS & ASSOCIATES, INC.
Endorsement Effective Date: 08/01/2019
SCHEDULE
Namels) Of Person(s) Or Organization(s):
ANY PERSON OR ORGANIZATION FOR WHOM OR WHICH YOU ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT TO OBTAIN THIS WAIVER FROM US. YOU MUST AGREE TO THAT REQUIREMENT PRIOR TO LOSS.
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.
The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. •
Form No: CA 04 44 10 13 Policy No: BUA 6076590520
Endorsement Effective Date: 08/01/2019 Endorsement Expiration Date: Policy Effective Date: 08/01/2019 Page: 1 of 1
• Copyright Insurance Services Office, Inc., 2011
.' PS260028002
TRAVELERS • WORKERS COMPENSATION
AND
NE TOWER SQUARI EMPLOYERS LIABILITY POLICY
ARTFORD C 06183
ENDORSEMENT WC 990376 ( A) - 001
POLICY NUMBER: UB-8K458448-19-43-G
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS
ENDORSEMENT - CALIFORNIA
(BLANKET WAIVER)
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.
The additional premium for this endorsement shall be 2.00 % of the California workers' compensation pre- mium.
Schedule
Person or Organization Job Description
PRIOR TO LOSS TO FURNISH THIS
WAIVER.
This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated.
tte pollyation below is required only when this endorsement is issued subsequent to preparatlon of Endorsement Effective Policy No. Endorsement No.
Insured Premium
Insurance Company Countersigned by.
State of California
Secretary of State
CERTIFICATE OF STATUS
ENTITY NAME:
HARRIS & ASSOCIATES, INC.
FILE NUMBER: C0808586
FORMATION DATE: 02/03/1977
TYPE: DOMESTIC CORPORATION
JURISDICTION: CALIFORNIA
STATUS: ACTIVE (GOOD STANDING)
I, ALEX PADILLA, Secretary of State of the State of california, hereby certify:
The records of this office indicate the entity is authorized to exercise all of its powers, rights and privileges in the State of California.
No information is available fron this office regarding the financial condition, business activities or practices of the entity.
THE
IN WITNESS WHEREOF, I execute this certificate
and affix the Great Seal of the State of
California this day of February 07, 2017.
Oly Pill
ORNIA ALEX PADILLA
Secretary of State
MAK
NP-25 (REV 01/2015)