Copy only
Copy only
xxxxxxxxxxxxxxx
xxxxxxxxxxxxxxx
Public Works/ Engineering
B. Cardenas/D. Pena/L. Urrutia
KOA Corporation
Min Zhou
[email protected]
Charlie Schwinger
[email protected]
Shirjeel Muhammad
[email protected]
$47,980.00
ST16102 20518721-62211
N/A
N/A
December 31, 2023
N/A
Design Services Agreement with KOA Corporation for the Slurry Seal Areas 6 & 7 Project Striping.
N/A
September 9, 2021
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DocuSign Envelope ID: D774B820-39CD-44E0-9B37-1C3A3139C77F 9/9/2021
9/9/2021
Approved for Use 3/1/2021
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DESIGN SERVICES AGREEMENT
This Design Services Ag reement (“Agreement”) is dated September 9th, 2021 (“Effective Date”) and is between the City of Manhattan Beach, a California municipal corporation (“City”) and KOA Corporation, a California corporation (“Consultant”). City and Consultant are sometimes referred to herein as the “Parties”, and individually as a “Party”.
RECITALS
A. City desires to utilize the services of Consultant as an independent contractor to provide professional design services.
B. 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 services described in the Scope of Services (the “Services”) for the slurry seal areas 6 & 7 project striping, 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 com pensation, 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 Manage r (the “Cit y Representative”). For the purposes of this Agreement, the Consultant Representative shall be Min Zhou, CEO (the “Consultant Representative”).
The Consultant Representative shall directly manage Consultant’s Services under this Agreement. Consultant shal l 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 in conformance with the project timeline set forth in Exhibit A.
D. Standard of Performance. Consultant shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like DocuSign Envelope ID: D774B820-39CD-44E0-9B37-1C3A3139C77F -2- Approved for Use 3/1/2021
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professionals under similar circumstances and in a manner reasonably satisfactory to City.
E. 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.
F. 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 December 31, 2023, unless sooner terminated as provided in Section 12 of this Agreement or extended.
3. Compensation.
A. 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 B. In no event shall Consultant be paid more than $47,980.00 (the “Maximum Compensation”) for such Services.
B. Expenses. The amount set forth in paragraph 3.A. above includes reimbursement for all expenditures incurred in the performance of this Agreement.
C. Unauthorized Services and Expenses. City will not pay for any services not specified in the Scope of Services, or reimburse for any expenses not set forth in Exhibit B, unless the City Council or the City Representative, if applicable, and the Consultant Representative authorize such services or expenses in writing prior to Consultant’s performance of those services or incurrence of additional exp enses. Any additional services authorized by the City Council, or (where authorized) the City Manager shall be compensated at the rates set forth in Exhibit B, or, if not specified, at a rate mut ually agreed to by the Parties. Any additional expense authorized by the City Council or (where authorized) the City Manager shall be reimbursed in the amounts authorized by th e City Council or City Manager. City shall make payment for additional services and expenses in accordance with Section 4 of this Agreement.
4. Method of Payment.
A. Invoices. Consultant shall submit to City an invoice, on a monthly basis, for the Services performed pursuant to this Agreement. Invoices must be submitted to Bianca Cardenas, Senior Engineering Technician, reached via [email protected] and (310) 802-5357. 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 DocuSign Envelope ID: D774B820-39CD-44E0-9B37-1C3A3139C77F -3- Approved for Use 3/1/2021
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and notify Consultant in writing within ten Business days of receipt of any disputed invoice amounts.
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.
5. 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, d ocuments, surveys, studies, drawings, plans, maps, models, photographs, discussion, or other information (collectively “Data and Documents”) 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 appl icable 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 Ci ty 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 DocuSign Envelope ID: D774B820-39CD-44E0-9B37-1C3A3139C77F -4- Approved for Use 3/1/2021
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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 and Documents 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 ap propriate. Upon completion of, or in the event of termination or suspension of this Agreement, all original Data and Documents, including computer files containing Data and Documents generated for the Services, notes, and other documents prepared in the c ourse 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.
D. Consultant’s covenants under this Section shall survive the expiration or termination of this Agreement.
7. 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. Indemnity for Design Professional Services. 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, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively “Indemnitees”), from and against any and all damages, costs, expenses, liabilities, c laims, demands, causes of action, proceedings, judgments, penalties, liens, and losses of any nature whatsoever, including fees of accountants, attorneys, or other professionals and all costs associated therewith, and reimbursement of attorney’s fees and c osts of defense (collectively “Liabilities”), whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to, in whole or in part, the negligence, recklessness or willful misconduct of Consultant, its offic ers, agents, servants, employees, subcontra ctors, material men, 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 DocuSign Envelope ID: D774B820-39CD-44E0-9B37-1C3A3139C77F -5- Approved for Use 3/1/2021
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design professional services under this Agreement by a “design professional,” as the term is defined under California Civil Code Section 2782.8(c).
B. Other Indemnities.
1) Other than in the performance of design professional services, and to the fullest extent permitted by law, Con sultant shall, at its sole cost and expense, defend, hold harmless and indemnify the Indemnitees from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, liens, and losses of any nature whatsoever, including fees of accountants, attorneys, or 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, which arise out of, are claimed to 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, including the Indemnitees’ active or passive negligence, except for Claims arising from the sole negligence or willful misconduct of the Indemnitees, a s determined by court decision or by the agreement of the Parties.
Consultant shall defend the Indemnitees in any action or actions filed in connection with any Claim 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. 2) Consultant shall pay all re quired 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 Ag reement. 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 la ws. 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 B.2). 3) 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, 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, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant’s subcontractor, its officers, agents, servants, employees, subcontractors, materialmen, consultants or their officers, agents, servants or employees (or an y entity or individual that Consultant’s subcontractor shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees’ active or passive negligence, except for DocuSign Envelope ID: D774B820-39CD-44E0-9B37-1C3A3139C77F -6- Approved for Use 3/1/2021
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Claims arising from the sole negligence or willful misc onduct of the Indemnitees, as determined by court decision or by the agreement of the Parties.
C. 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.
D. Insurance Requirements not Limiting . City does not, and sha ll 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.
E. 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:
1) 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 $2,000,000.00 per accident for bodily injury and property damage. If Consultant does not use any owned, non -owned or hired vehicles in t he 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 performing 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.
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B. Acceptability of Insurers. The insurance policies required under this Section shall be issued by an insurer admitted 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.
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 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 endea vor 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 certi fied 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 Agr eement, 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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I. Evidence of Insu rance. 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 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 pr oof 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.
J. 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 t o 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 Consu ltant’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 t o 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 re presentatives 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, t ogether with supporting documents, shall be maintained for a period of three years after receipt of final payment.
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12. Termination of Agreement.
A. 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 r easonable 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.
A. 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 s hall 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 performa nce 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 p erformance. 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 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 DocuSign Envelope ID: D774B820-39CD-44E0-9B37-1C3A3139C77F -10- Approved for Use 3/1/2021
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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:
TO CITY: TO CONSULTANT:
City of Manhattan Beach KOA Corporation
Attn: Bianca Cardenas, Sr. Eng. Tech. Attn: Min Zhou
1400 Highland Avenue 1100 Corporate Center Drive, Ste 201 Manhattan Beach, California 90266 Monterey Park, CA 91754 Telephone: (310) 802-5357 Telephone: (714) 227-0398
Email: [email protected] Email: [email protected]
COPY TO CITY ATTORNEY:
City of Manhattan Beach
Attn: City Attorney
1400 Highland Avenue
Manhattan Beach, CA 90266
16. 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, gend er 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.
17. 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 tr ansfer 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.
18. 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.
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19. 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.
20. 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 compen sation 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 acc uracy 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.
21. 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.
22. Non-Appropriation of Funds. Payments to be made to Consultant by City for services performed within the current fisca l 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.
23. Exhibits. Exhibits A and B constitute a part of this Agreement and a re 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 Agreement and a provision of Consultant’s proposal, the provi sions of this Agreement shall control.
24. 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 p ertaining to the subject matter of this Agreement and supersede all other prior or contemporaneous oral or written DocuSign Envelope ID: D774B820-39CD-44E0-9B37-1C3A3139C77F -12- Approved for Use 3/1/2021
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understandings and agreements of the Parties. No Party has been induced to enter into this Agreement by, nor is any Party relying on, any re presentation 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.
25. Headings. The headings in this Agreement are included s olely 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.
26. 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.
27. 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.
28. Business Days. “Business days” means days Manhattan Beach City Hall is open for business.
29. Governing Law and Choice of Forum. This Agreement, and any dispute arising from the relationship between the Parties to this Agreement, shall be governe d 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 t hat 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.
30. Attorneys’ Fees. In any litigation or other proceeding by which a Party see ks 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 cost s actually incurred in connection with such litigation or other proceeding, in addition to all other relief to which that Party may be entitled.
31. Severability. If a court of competent jurisdiction holds any provision of this Agreement to be illegal, invali d 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.
32. 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.
33. 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 DocuSign Envelope ID: D774B820-39CD-44E0-9B37-1C3A3139C77F -13- Approved for Use 3/1/2021
12100-0001\2186390v9.doc City of MB Form
of that Party and that by such execution, that Party is formally bound to the provisions of this Agreement.
[SIGNATURE PAGE FOLLOWS]
DocuSign Envelope ID: D774B820-39CD-44E0-9B37-1C3A3139C77F -14- Approved for Use 3/1/2021
12100-0001\2186390v9.doc City of MB Form
The Parties, through their duly authorized representatives are signing this Agreement on the date stated in the introductory clause.
City:
City of Manhattan Beach,
a California municipal corporation
By:
Name: Bruce Moe
Title: City Manager
ATTEST:
By:
Name: Liza Tamura
Title: City Clerk
APPROVED AS TO FORM:
By:
Name: Quinn M. Barrow
Title: City Attorney
APPROVED AS TO FISCAL IMPACT:
By:
Name: Steve S. Charelian
Title: Finance Director
APPROVED AS TO CONTENT:
By:
Name: Erick Lee
Title: Public Works Director
Consultant:
KOA Corporation,
a California corporation
By:
Name: Min Zhou
Title: CEO/President
PROOF OF AUTHORITY TO BIND
CONTRACTING PARTY REQUIRED
DocuSign Envelope ID: D774B820-39CD-44E0-9B37-1C3A3139C77F 9/9/2021
9/9/2021
9/13/2021
9/16/2021
9/20/2021
9/20/2021
A-1
12100-0001\2186390v9.doc City of MB Form
EXHIBIT A
SCOPE OF SERVICES
KOA will provide professional design services for the Slurry Seal A reas 6 & 7 Project Striping.
The primary services include, but are not limited to the following:
Task 1 – Scoping Meeting with City Staff
The KOA Project Manager will meet with the City’s Project Manager to review the project requirements and expectations. KOA will provide the City with a project schedule prepared in MS Project showing the productions and review periods, with final signed and sealed plans and specifications delivered by October 12 th, 2021. KOA will prepare minutes of the meeting documenting the decisions made and directions provided by the City, and will submit the minutes to the City’s project manager for review and comments.
Task 1 Deliverables:
Kickoff meeting agenda and minutes
Project Schedule
Monthly invoices
Task 2 – Base Map Development
KOA will utilize recently screened aerial photography as a base map for the striping plans, and would also utilize the City provided GIS files and record drawings for the same, if available. Approximately, an estimated 3.6 miles of base mapping will be necessary.
Task 2 Deliverables:
Base maps in AutoCAD and PDF
Task 3 – Field Verification
Existing striping initial layout will be de rived from aerial pho tography. KOA may deploy staff to the project locations to verify existing striping, painted curb, and raised markers.
The base maps will be edited as necessary to reflect field conditions.
Task 4 – Draft Striping Plans
KOA will prepare draft striping plans for the designated slurry seal streets and Lower Pier Parking Lot base bid and additive areas as shown in the maps provided (Figures 1 & Figure 2). KOA will utilize City’s standard title block, cover sheet, general notes, and will submit plans to City staff for review and comment. Plans will be prepared in accordance with the CA -MUTCD, Caltrans St andard Plans and Specifications, and City Standard Plans.
DocuSign Envelope ID: D774B820-39CD-44E0-9B37-1C3A3139C77F A-2
12100-0001\2186390v9.doc City of MB Form
Figure 1: Areas 6 & 7 Striping Plan Locations Map – Base Bid and Additives A & B
Figure 2: Lower Pier Parking Lot Map - Additive C
DocuSign Envelope ID: D774B820-39CD-44E0-9B37-1C3A3139C77F A-3
12100-0001\2186390v9.doc City of MB Form
Task 4 Deliverable:
Design plans, including title sheet, detail sheet, plan sheets in AutoCAD and PDF.
Task 5 – Final Striping Plans and Specifications
KOA will edit the plans based on City comments and will submit the final revised striping plans for the City’s use, in AutoCAD and pdf formats. KOA will provide technical specifications for the striping to be incorporated in the City’s boilerplate bid documents.
The final plans and complete set of specifications will be signed and sealed by a registered Civil Engineer in California.
Task 5 Deliverables:
Final signed and se aled design plans ( including title sheet, all notes, all detail sheets, all plan sheets, etc.) in AutoCAD and PDF delivered by October 12th, 2021 Final striping specifications in MS Word and PDF
Final signature and seal of entire specifications (including City boilerplate specifications) delivered by October 12th, 2021
Task 6 – Construction Phase Services
KOA will coordinate with the Contractor to schedule field visits between the months of January 2022 through April 2022 to verify the Cat -tracks prior to permanent striping application. Upon completion of the project, KOA will prepare stamped and signed record striping drawings.
Deliverables:
Signed and sealed r ecord drawings on Mylar and CD-RW disk in AutoCAD and PDF Formats.
Project Staff
Key personnel for the services described above include:
Shirjeel Muhammad, Project Manager
Telephone: (951) 821-8105
Email: [email protected]
Charlie Schwinger, Project Engineer
Telephone: (619) 683-2933
Email: [email protected]
Raisa Garcia - Production Staff
Azalee Burgos - Production Staff
Nicholas Linzaga - Production Staff
DocuSign Envelope ID: D774B820-39CD-44E0-9B37-1C3A3139C77F A-4
12100-0001\2186390v9.doc City of MB Form
Schedule
Both final stamped and signed plans and specifications are to be delivered to the City by October 12th, 2021. KOA shall provide draft plans within three weeks of the Effective Date, allowing one week for City review, and completed final revisions within one week.
DocuSign Envelope ID: D774B820-39CD-44E0-9B37-1C3A3139C77F
12100-0001\2186390v9.doc City of MB Form Approved for Use 3/1/2021
EXHIBIT B
APPROVED FEE SCHEDULE
DocuSign Envelope ID: D774B820-39CD-44E0-9B37-1C3A3139C77F
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
INSURER(S) AFFORDING COVERAGE
INSURER F :
INSURER E :
INSURER D :
INSURER C :
INSURER B :
INSURER A :
NAIC #
NAME:
CONTACT
(A/C, No):
FAX
E-MAIL
ADDRESS:
PRODUCER
(A/C, No, Ext):
PHONE
INSURED
REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES
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).
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBR
WVD
ADDL
INSD
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. $ $
$
$PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person)
COMBINED SINGLE LIMIT
AUTOS ONLY
AUTOSAUTOS ONLY
NON-OWNED
SCHEDULEDOWNED
ANY AUTO
AUTOMOBILE LIABILITY
Y / N
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under
ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
ER
OTH-
STATUTE
PER
LIMITS(MM/DD/YYYY)
POLICY EXP
(MM/DD/YYYY)
POLICY EFF
POLICY NUMBERTYPE OF INSURANCELTR
INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
EXCESS LIAB
UMBRELLA LIAB $EACH OCCURRENCE
$AGGREGATE
$
OCCUR
CLAIMS-MADE
DED RETENTION $
$PRODUCTS - COMP/OP AGG
$GENERAL AGGREGATE
$PERSONAL & ADV INJURY
$MED EXP (Any one person)
$EACH OCCURRENCE
DAMAGE TO RENTED
$PREMISES (Ea occurrence)
COMMERCIAL GENERAL LIABILITY
CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:
POLICY PRO-
JECT LOC
CERTIFICATE OF LIABILITY INSURANCE
DATE (MM/DD/YYYY)
CANCELLATION
AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.
CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED
AUTOS ONLY
9/1/2021
AssuredPartners Design Professionals Insurance Services, LLC 3697 Mt. Diablo Blvd Suite 230
Lafayette CA 94549
Jennifer Aguirre
(510) 465-3090
[email protected]
License#: 6003745
XL Specialty Insurance Co.
37885
KOACORPOR
Travelers Property Casualty Company of America
25674
KOA Corporation
1100 Corporate Center Drive #201
Monterey Park, CA 91754
(323) 260-4703
The Travelers Indemnity Company of Connecticut
25682
455866879
B
X
2,000,000
X
1,000,000
X
Contractual Liab
10,000
X
XCU Included
2,000,000
4,000,000
X
Y
Y
6808H966428
3/13/2021
3/13/2022
4,000,000
C
1,000,000
X
X
X
Y
Y
BA4R681356
3/13/2021
3/13/2022
B
X
X
5,000,000
CUP6464Y033
3/13/2021
3/13/2022
5,000,000
X
0 B
X
Y
UB2L459350
9/19/2021
9/19/2022
1,000,000
1,000,000
1,000,000
A
Professional Liability
Pollution Liability Included
DPR9974753
3/13/2021
3/13/2022
Per Claim
Annual Aggregate
2,000,000
4,000,000
AM Best's Rating on all policies above: A/XII or greater. Umbrella Liability policy is follow-form to its underlying Policies: General Liability/Auto Liability/Employers Liability.
KOA Job No./Name: JC12067 / Manhattan Beach Professional Design Services for Slurry Seal Project Areas -- City of Manhattan Beach, its elected and appointed officials, officers, employees, agents and volunteers are named as Additional Insured on General Liability and Auto Liability, per policy forms, with respect to the operations of the Named Insured as required by written contract or agreement. General & Auto Liability are Primary/Non-Contributory per policy form wording. Insurance coverage includes waiver of subrogation per attached. 30 Day Notice of Cancellation Auto endorsement is pending company issuance. 30 Day Notice of Cancellation
City of Manhattan Beach
Attn: BIANCA CARDENAS
1400 Highland Avenue
Manhattan Beach, CA 90266
DocuSign Envelope ID: D774B820-39CD-44E0-9B37-1C3A3139C77F Ð Ñ Ô × Ý ÇÒ Ë Ó Þ Û Î æ
COMMERCIAL GENERAL LIABILITY
ISSUED DATE:
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× Í ÑÐ ® ± ° » ® ¬ · » ô × ² ½ ò ô î ð ð ì Ð ¿ ¹ » ï ± º ï Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part for "bodily injury" or "property damage" included in the "products- completed operations hazard", provided that such contract was signed and executed by you before, and is in effect when, the bodily injury or property damage occurs.
Any project to which an applicable contract described in the Name of Additional Insured Person(s) or Organization(s) section of this Schedule applies. 9/1/2021
6808H966428
DocuSign Envelope ID: D774B820-39CD-44E0-9B37-1C3A3139C77F Ð Ñ Ô × Ý ÇÒ Ë Ó Þ Û Î
COMMERCIAL GENERAL LIABILITY
ISSUED DATE:
Ì Ø × ÍÛ Ò Ü Ñ Î Í Û Ó Û Ò Ì Ý Ø ß Ò Ù Û ÍÌ Ø ÛÐ Ñ Ô × Ý Ç ò Ð Ô Û ß Í ÛÎ Û ß Ü× Ì Ý ß Î Û Ú Ë Ô Ô Ç ò
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ɸ ± × ß ² × ² « ® » ¼ · ¿ ³ » ² ¼ » ¼ ¬ ± · ² ó Ì ¸ · · ² « ® ¿ ² ½ » ¼ ± » ² ± ¬ ¿ ° ° ´ § ¬ ± þ ¾ ± ¼ · ´ § · ² ¶ « ® § þ ± ® ½ ´ « ¼ »¿ ¿ ²¿ ¼ ¼ · ¬ · ± ² ¿ ´ · ² « ® » ¼¬ ¸ »° » ® ± ² ø ÷ ± ® þ ° ® ± ° » ® ¬ § ¼ ¿ ³ ¿ ¹ » þ ± ½ ½ « ® ® · ² ¹ ô ± ® ° » ® ± ² ¿ ´ · ² ¶ « ® § Œ ± ® ¹ ¿ ² · ¦ ¿ ¬ · ± ² ø ÷ ¸ ± © ²· ²¬ ¸ »Í ½ ¸ » ¼ « ´ » ô ¾ « ¬ ± ² ´ § ± ® ¿ ¼ ª » ® ¬ · · ² ¹· ² ¶ « ® § Œ ¿ ® · · ² ¹± « ¬ ± º ¿ ² ± º º » ² » © · ¬ ¸ ® » ° » ½ ¬ ¬ ± ´ · ¿ ¾ · ´ · ¬ § º ± ® þ ¾ ± ¼ · ´ § · ² ¶ « ® § þ ô þ ° ® ± ° » ® ¬ § ½ ± ³ ³ · ¬ ¬ » ¼ ô ¿ º ¬ » ® æ ¼ ¿ ³ ¿ ¹ » þ ô þ ° » ® ± ² ¿ ´ · ² ¶ « ® § Œ ± ® ¿ ¼ ª » ® ¬ · · ² ¹· ² ¶ « ® § þ ß ´ ´ © ± ® µ ô · ² ½ ´ « ¼ · ² ¹³ ¿ ¬ » ® · ¿ ´ ô ° ¿ ® ¬ ± ® » ¯ « · ° ó½ ¿ « » ¼ ô · ² © ¸ ± ´ » ± ® · ² ° ¿ ® ¬ ô ¾ § æ ³ » ² ¬ º « ® ² · ¸ » ¼· ² ½ ± ² ² » ½ ¬ · ± ²© · ¬ ¸ « ½ ¸© ± ® µ ô Ç ± « ® ¿ ½ ¬ ± ® ± ³ · · ± ² å ± ® ± ² ¬ ¸ » ° ® ± ¶ » ½ ¬ ø ± ¬ ¸ » ®¬ ¸ ¿ ² » ® ª · ½ » ô ³ ¿ · ² ¬ » ó ² ¿ ² ½ »± ® ® » ° ¿ · ® ÷ ¬ ±¾ »° » ® º ± ® ³ » ¼¾ §± ® ± ² Ì ¸ » ¿ ½ ¬ ± ® ± ³ · · ± ² ± º ¬ ¸ ± » ¿ ½ ¬ · ² ¹ ± ² § ± « ® ¾ » ¸ ¿ ´ º ± º ¬ ¸ » ¿ ¼ ¼ · ¬ · ± ² ¿ ´ · ² « ® » ¼ ø ÷ ¿ ¬ ¬ ¸ » ´ ± ½ ¿ ó¾ » ¸ ¿ ´ º å ¬ · ± ² ± º ¬ ¸ » ½ ± ª » ® » ¼ ± ° » ® ¿ ¬ · ± ² ¸ ¿ ¾ » » ² ½ ± ³ ó · ² ¬ ¸ » ° » ® º ± ® ³ ¿ ² ½ » ± º § ± « ® ± ² ¹ ± · ² ¹ ± ° » ® ¿ ¬ · ± ² º ± ®° ´ » ¬ » ¼ å ± ® ¬ ¸ »¿ ¼ ¼ · ¬ · ± ² ¿ ´ · ² « ® » ¼ ø ÷ ¿ ¬ ¬ ¸ »´ ± ½ ¿ ¬ · ± ² ø ÷ ¼ » · ¹ ó Ì ¸ ¿ ¬ ° ± ® ¬ · ± ²± º þ § ± « ® © ± ® µ þ ± « ¬ ± º © ¸ · ½ ¸¬ ¸ »² ¿ ¬ » ¼ ¿ ¾ ± ª » ò · ² ¶ « ® § ± ® ¼ ¿ ³ ¿ ¹ » ¿ ® · » ¸ ¿ ¾ » » ² ° « ¬ ¬ ± · ¬ · ² ó É· ¬ ¸® » ° » ½ ¬ ¬ ±¬ ¸ »· ² « ® ¿ ² ½ »¿ º º ± ® ¼ » ¼¬ ±¬ ¸ » » ¬ » ² ¼ » ¼ « » ¾ § ¿ ² § ° » ® ± ² ± ®± ® ¹ ¿ ² · ¦ ¿ ¬ · ± ²¿ ¼ ¼ · ¬ · ± ² ¿ ´ · ² « ® » ¼ ô ¬ ¸ » º ± ´ ´ ± © · ² ¹ ¿ ¼ ¼ · ¬ · ± ² ¿ ´ » ¨ ½ ´ « ó± ¬ ¸ » ® ¬ ¸ ¿ ²¿ ² ± ¬ ¸ » ® ½ ± ² ¬ ® ¿ ½ ¬ ± ® ± ® « ¾ ½ ± ² ¬ ® ¿ ½ ó · ± ² ¿ ° ° ´ § æ ¬ ± ® » ² ¹ ¿ ¹ » ¼ · ² ° » ® º ± ® ³ · ² ¹ ± ° » ® ¿ ¬ · ± ² º ± ® ¿ ° ® · ² ½ · ° ¿ ´ ¿ ¿ ° ¿ ® ¬ ± º ¬ ¸ » ¿ ³ » ° ® ± ¶ » ½ ¬ ò Ý ± ° § ® · ¹ ¸ ¬ î ð ð ë Ì ¸ » Í ¬ ò Ð ¿ « ´ Ì ® ¿ ª » ´ » ® Ý ± ³ ° ¿ ² · » ô × ² ½ ò ß ´ ´ ® · ¹ ¸ ¬ ® » » ® ª » ¼ ò Ð ¿ ¹ » ï ± º ï × ² ½ ´ « ¼ » ½ ± ° § ® · ¹ ¸ ¬ » ¼ ³ ¿ ¬ » ® · ¿ ´ ± º × ² « ® ¿ ² ½ » Í » ® ª · ½ » Ñ º º · ½ » ô × ² ½ ò © · ¬ ¸ · ¬ ° » ® ³ · · ± ² ò Any person or organization that you agree in a written contract, on this Coverage Part, provided that such written contract was signed and executed by you before, and is in effect when the "bodily injury" or "property damage" occurs or the "personal injury" or "advertising injury" offense is committed.
Any project to which an applicable written contract with the described in the Name of Additional Insured Person(s) or Organization(s) section of this Schedule applies. 6808H966428
9/1/2021
DocuSign Envelope ID: D774B820-39CD-44E0-9B37-1C3A3139C77F
COMMERCIAL GENERAL LIABILITY
c. Method Of Sharing
If all of the other insurance permits contribution
by equal shares, we will follow this method also.
Under this approach each insurer contributes
equal amounts until it has paid its applicable
limit of insurance or none of the loss remains,
whichever comes first.
If any of the other insurance does not permit
contribution by equal shares, we will contribute
by limits. Under this methoo, each insurer's
share is based on the ratio of its applicable limit
of insurance to the total applicable limits of
insurance of all insurers.
d. Primary And Non-Contributory Insurance If
Required By Written Contract
If you specifically agree in a written contract or
agreement that the insurance afforded to an
insured under this Coverage Part must apply on
a primary basis, or a primary and non
contributory basis. this insurance is primary to
other insurance that is available to such insured
which covers such insured as a named insured,
and we will not share with that other insurance,
provided that:
(1) The "bodily injury'' or "property damage" for
which coverage is sought occurs; and
(2) The "personal and advertising injury" for
which coverage is sought is caused by an
offense that is committed;
subsequent to the signing of that contract or
agreement by you.
5. Premium Audit
a. We will compute all premiums for this Coverage
Part in accordance with our rules and rates.
b. Premium shown in this Coverage Part as
advance premium is a deposit premium only. At
the close of each audit perioo we will compute
the earned premium for that period and send
notice to the first Named Insured. The due date
for audit and retrospective premiums is the date
shown as the due date on the bill. If the sum of
the advance and audit premiums paid for the
policy period is greater than the earned
premium, we will return the excess to the first
Named Insured.
c. The first Named Insured must keep records of
the information we need for premium
computation, and send us copies at such times
as we may request.
6. Representations
By accepting this policy, you agree:
a. The statements in the Declarations are
accurate and complete;
b. Those statements are based upon
representations you made to us; and
c. We have issued this policy in reliance upon
your representations.
The unintentional omission of, or unintentional error
in, any information provided by you which we relied
upon in issuing this policy will not prejudice your
rights under this insurance. However, this provision
does not affect our right to collect additional
premium or to exercise our rights of cancellation or
nonrenewal in accordance with applicable insurance
laws or regulations.
7. Separation Of Insureds
Except with respect to the Limits of Insurance, and
any rights or duties specifically assigned in this
Coverage Part to the first Named Insured, this
insurance applies:
a. As if each Named Insured were the only
Named Insured; and
b. Separately to each insured against whom claim
is made or "suit" is brought.
8. Transfer Of Rights Of Recovery Against Others
To Us
If the insured has rights to recover all or part of any payment we have made under this Coverage Part,
those rights are transferred to us. The insured must
do nothing after loss to impair them. At our request,
the insured will bring "suit" or transfer those rights
to us and help us enforce them.
9. When We Do Not Renew
If we decide not to renew this Coverage Part, we will
mail or deliver to the first Named Insured shown in
the Declarations written notice of the nonrenewal
not less than 30 days before the expiration date.
If notice is mailed, proof of mailing will be sufficient proof of notice.
SECTION V - DEFINITIONS
1. "Advertisement" means a notice that is broadcast or
published to the general public or specific market
segments about your goods, products or services
for the purpose of attracting customers or
supporters. For the purposes of this definition:
a. Notices that are published include material
placed on the Internet or on similar electronic
means of communication; and
b. Regarding websites, only that part of a website
that is about your goods, prooucts or services
for the purposes of attracting customers or
supporters is considered an advertisement.
Includes copyrighted material of Insuran ce Services Office, Inc. with its permiss ion.
Policy #
6808H966428
6808H966428
6808H966428
DocuSign Envelope ID: D774B820-39CD-44E0-9B37-1C3A3139C77F
COMM E RCI AL G ENERA L LIAB ILI T Y
that i s av a ilab le to any o f y our " em p loyee s "o ccup at ional therapi st or o ccup at ional fo r "bod i ly injury " that ari s e s out o f pr ov idin gthe rapy as s ist an t, p h y s i c a l ther ap i s t o r or f a i li ng t o prov ide "i ncidental me dic a ls p ee c h- language p a th olo gi st ; or s e r v i c e s " to any p e rs on t o the e x tent n ot(b ) F i rst ai d o r "Good Sama ri tan s e r v i c e s " s ubje c t to P ar ag r ap h 2.a. (1) o f S e c tio n II –by any o f y our " em p loyee s " or " v olunteer Wh o I s An Insur ed.w orke rs ", oth e r th an an em ployed o r v o lunteer d o ctor. An y s uc h " em p loyee s " K. M ED I C AL PAYM EN T S – INCREASE D LI M IT or " v ol untee r w orkers" prov idin g or fa il in g The f o llo wing r e pla ces P aragrap h 7. o fto prov ide fi r s t aid or "Good Sama ri tan SE CTI O N II I – L IMIT S O F I N SURA NCE:s e r v i c e s " during th ei r w ork h ours fo r yo u
7. Su bje ct to P aragrap h 5. abov e, th e Medic a lwil l b e d ee m ed t o b e a c ti ng within th e s co pe o f thei r em ploy m ent b y y ou o r Ex pens e L im i t i s the mo s t w e wil l pay und e r pe rfo rm in g dutie s r elated to t he c o ndu ct C ov erage C fo r al l me di c al ex pens e s o f yo ur bus ine s s . be c aus e o f " bodily inj ury " s us tained b y any one pers on, and w ill be th e highe r o f:3. The fo llowing r epla c e s the la st s e nt en c e o f Pa r ag r aph 5. o f SE CTIO N I II – L IMIT S O F a. $10, 00 0; orINSU R A N CE :
b . The am o unt s how n i n th e D e clarat ion s o fFo r t he p urpo s es o f d eterm i ni ng th e th i s C ov erage P art fo r Medica l E x pens eappl i cable E a c h Occurrenc e L im i t , all r e la ted Lim i t.a ct s or om i s s ions c om m i tted i n prov iding o r fa il in g t o pr ov ide "inci dent al me dical L . AM END MEN T OF EXCES S INS URA NCE s e rv i ce s ", fi r s t a id or "Good Sama ri tan COND I T ION – P ROF ES SI ONAL L IA BIL I TY s e rv i ce s " to any one p er s on wil l b e deemed The f ol lo wing i s added t o P ar ag r aph 4.b . ,to b e one " o cc urrence ". Ex ces s Insu r ance , o f SE CTI O N IV –4. The fol lowing ex clu s ion is ad ded t o CO MM ERCIAL GENE R AL L IA BI LIT Y Pa r a graph 2., Ex clus ion s, o f SE CTION I – COND I T ION S :
CO V ER AGE S – C O VER AGE A – BODI L Y Thi s in s uranc e is ex c e s s ov er any o f the oth e rINJU RY A ND P ROP ERT Y DAM AGE i nsur an c e, wh eth e r prim ary, ex ces s , c o nti ng entL IA BI LI TY: or on a ny other b a s i s , that i s Pr o fe ss ionalSa le O f Ph armac eu ticals Lia bil ity or s im i la r c ov e rag e, t o th e ex tent t h e "Bo dily inj ury " o r "pr op e rty d am age " ari s ing lo ss i s n o t s ub ject to th e pro fe s s ional s e rv i c e s ou t o f t h e v iola t ion o f a p enal s ta tute o r ex clusion o f C o v erage A or Co v e r age B. ordi nanc e r elatin g t o the s a le of M . B LA NKET W AIVER OF SUBRO GATION –pharma c eut i c al s c om m i tt ed b y, o r w i th t he W H EN R E QUI RED BY WRI TT E N C ON T RACTk now ledg e o r c o n s ent o f t he in s ur ed. O R AG R EEMEN T5. The f ol lo wing i s a dd ed t o th e D EFIN I TION S The f ol lo w ing is add ed to P a ragraph 8., Tra nsfe rSe ctio n:
O f Ri g h t s O f Re co very Again st O the r s T o U s ,"In ci dent al m ed i c al s e rv i ce s " m ea ns : o f SE CTION IV – C O MMERCIAL GEN ERAL a . Med i c al , s urgic a l, d en tal , lab orato ry, x - L IA BI LI TY CO ND I T ION S:
r ay o r n ursing s erv i ce or tr eatm en t, If the i nsur ed h a s agreed in a wri tten c o n tr a ct o radv i c e o r ins tru ction, o r the r ela ted ag r ee ment to w aiv e that i nsur ed ' s right o ffu rni s hing o f food or be v e rag es; or r e cov e ry against any p ers on o r o rg anizat io n, w e b . The fur nishin g o r di s pens i ng o f drug s o r w aiv e our r ight o f r e c ov e ry agai nst s uch p ers o nm ed i c al , d en tal, or s ur gi cal s u pplie s o r or o r ganizatio n, but only f o r p ay men ts w e m akeappl ia nc e s . be c aus e o f:
6. The f ol lo w i ng is added t o Par agraph 4.b . , a. "Bo dily injury " o r "property d am age " thatE xces s Ins u r ance , o f SE CTI O N IV – o ccurs ; o rCO M M ERCI AL GENE R AL LI A B ILI T Y b . "Pe rs o nal and a dv e rti s ing injury " c aus ed b yCOND I TION S :
an o ffe n s e th at i s c om m it ted ;Thi s i nsur an c e i s ex c e s s ov e r any v al id an d s ubs equent to th e s igni ng o f that c o ntra ct o rcol le c ti ble oth e r i ns ur ance , w h ether p rim a ry, ex c e ss , c o nti ng ent o r on any other b a sis, ag r ee ment.
CG D3 79 02 19 ú 20 17 T he Tra v e le rs In d e mn ity C o mp a ny . All righ ts re se rv e d . Pa ge 5 o f 6 I nc lud es co py rig ht e d ma te ria l o f I nsur a nce Se rv ice s O f f ice , Inc. w it h its p e rm is sio n.
Policy #
6808H966428
DocuSign Envelope ID: D774B820-39CD-44E0-9B37-1C3A3139C77F
ANY PERSON OR ORGANIZATION THAT
YOU ARE REQUIRED TO INCLUDE AS
ADDITIONAL INSURED ON THE COVERAGE
FORM IN A WRITTEN CONTRACT OR
AGREEMENT THAT IS SIGNED AND
EXECUTED BY YOU BEFORE THE BODILY
INJURY OR PROPERTY DAMAGE
OCCURS AND THAT IS IN EFFECT
DURING THE POLICY PERIOD.
COMMERCIAL AUTO
POLICY NUMBER:
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
DESIGNATED INSURED FOR
COVERED AUTOS LIABILITY COVERAGE
This endorsement modifies insurance provided under the following:
AUTO DEALERS COVERAGE FORM
BUSINESS AUTO COVERAGE FORM
MOTOR CARRIER COVERAGE FORM
With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modi- fied by this endorsement.
This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage pro- vided in the Coverage Form.
SCHEDULE
Name Of Person(s) Or Organization(s):
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.
Each person or organization shown in the Schedule is ered Autos Liability Coverage in the Business Auto an "insured" for Covered Autos Liability Coverage, but and Motor Carrier Coverage Forms and Paragraph only to the extent that person or organization qualifies D.2. of Section I Covered Autos Coverages of the
as an "insured" under the Who Is An Insured provi- Auto Dealers Coverage Form. sion contained in Paragraph A.1. of Section II
Cov-
CA 20 48 10 13
Insurance Services Office, Inc., 2011 Page 1 of 1
BA4R681356
DocuSign Envelope ID: D774B820-39CD-44E0-9B37-1C3A3139C77F
COMM RCI L AUTOE A
T IS ENDORSEMENT CHANGES T E POLICY. PL ASE READ IT CAREFULLY.H H E
BLANKET ADDITIONAL INSURED
PRIMARY AND
NON-CONTRIBUTORY WITH OTHER INSURANCE
Thi e dorseme t m d fie i surance prov ded under he f l o ing:s n n o i s n i t o l w
BUS NE S A TO OV RAGE F RMI S U C E O
2.PROVISIONS The fol o ing i added to Paragraphl w s B 5.. , O het r In u ances r of SE TION IV
BUSIN SS AUTC E O1. The fo lowing is added to Paragraphl A.1.c., Who COND T ONI I S :Is An Insu edr , of SE TION Il
COV REDC E
AU OS LIAB LIT CO E AGET I Y V R : Re ardle s o the prov sions o pa ag aph a. a dg s f i f r r n Thi i cludes any pe son or organization who yos n r u pa ag aphr r d. of this part 5. O her Insurance,t this are requi ed under a writ en co tra t or t n c r i suran e i prim ry to and non-contri utory witn c s a b h ag ee ent betwee yo and that perso or m n u n r appl cable othe in urance under which ani r s organi a ion, that is signed by you be o e thez t f r addi ional insured person o o ganiza io is thet r r t n "bodi y inju y or "property dam ge o curs andl r " a " c fi st nam d insured when the writ en co tra t or e t n c r that i i e fe t during the poli y period, to nams n f c c e ag ee ent be ween you and that person or m t r a an addit onal i sured fo Cov red Autos i n r e s organi ation, that is signed by you be o e thez f r Lia il ty Cov rage, but only fo dam ges to whi hb i e r a c "bo ily inj ry or "property dam ge o curs andd u " a " cth s insuran e applie and only to the ex ent oi c s t f that i in e fe t duri g the pol cy period, requi es f c n i r sthat person s or o ganiza io 's l abi i y fo the' r t n i l t r th s i surance to be prim ry an non-contri utory.i n a d bconduct o anothe "in ured".f r s CA 4 74 2 16T 0 © 2016 The T avelers Indemnit Company. All righr y ts reserved. Pa e 1 of 1 g Includes copyrighted material of nsurance Services OfI f ce, Inc. with its permis ion.i s Policy No. BA4R681356
DocuSign Envelope ID: D774B820-39CD-44E0-9B37-1C3A3139C77F
COMMERCIAL AUTO
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
BLANKET WAIVER OF SUBROGATION
This endorsement modifies insurance provided under the following:
AUTO DEALERS COVERAGE FORM
BUSINESS AUTO COVERAGE FORM
MOTOR CARRIER COVERAGE FORM
The following replaces Paragraph A.5., Transfer of required of you by a written contract executed Rights Of Recovery Against Others To Us, of the prior to any "accident" or "loss", provided that the CONDITIONS Section: "accident" or "loss" arises out of the operations
5. Transfer Of Rights Of Recovery Against Oth- contemplated by such contract. The waiver ap- ers To Us plies only to the person or organization desig- nated in such contract.We waive any right of recovery we may have against any person or organization to the extent
CA T3 40 02 15 © 2015 The Travelers Indemnity Compa ny. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission.
Policy #
BA4R681356
DocuSign Envelope ID: D774B820-39CD-44E0-9B37-1C3A3139C77F
WORKERS COMPENSATION
(BLANKET WAIVER)
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS
AND
EMPLOYERS LIABILITY POLICY
ENDORSEMENT – CALIFORNIA
ENDORSEMENT WC 99 03 76 ( A) -
POLICY NUMBER: UB-2L459350
HARTFORD CT 06183
ONE TOWER SQUARE
001
Schedule
Person or Organization
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 % of the California workers' compensation pre- mium.
2.00 Job Description
ALL LOCATIONSANY PERSON OR ORGANIZATION FOR
WHICH THE INSURED HAS AGREED
BY WRITTEN CONTRACT EXECUTED
PRIOR TO LOSS TO FURNISH THIS
WAIVER.
Countersigned byInsurance Company
PremiumInsured
Endorsement No.Policy No.Endorsement Effective
This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated.
(The information below is required only when this endorsement is issued subsequent to preparation of the policy.)
ST ASSIGN: Page of11
DocuSign Envelope ID: D774B820-39CD-44E0-9B37-1C3A3139C77F DocuSign Envelope ID: D774B820-39CD-44E0-9B37-1C3A3139C77F Ý Ñ Ó Ó Û Î Ýß Ô × ß Þ × Ô× Ù Û Ò Û Î ß Ô Ô × Ì Ç
Ì Ø × ÍÛ Ò Ü Ñ Î Í Û Ó Û Ò Ì Ý Ø ß Ò Ù Û ÍÌ Ø ÛÐ Ñ Ô × Ý Ç ò Ð Ô Û ß Í ÛÎ Û ß Ü× Ì Ý ß Î Û Ú Ë Ô Ô Ç ò
Ì ¸ · » ² ¼ ± ® » ³ » ² ¬ · · » · ² « ® ¿ ² ½ » ° ® ±· ¼ » ¼ « ² ¼ » ® ¬ º ± ´³ ± ¼ º ª ¸ » ´ ± © · ² ¹ æ Ý Ñ Ó Ó Û Î Ý Ù Û Ò Û Î ß Ô Ô × Ì Ç Ê Û Î ß ß× ß Ô × ß Þ × Ô Ý Ñ Ù ÛÐ Î Ì Ì ¸ »º ± ´ ± © · ² ¹· ¿ ¼ ¼ » ¼¬ ±Ð ¿ ® ¿ ¹ ® ¿ ° ¸ ô´ Ì ¸ » þ ¾ ± ¼ · § þ ± ® þ ° ® ± ° » ® ¬ § ¼ ¿ þ º ± ® © ¸ · ½ ¸´ § · ² ¶ « ® ³ ¿ ¹ »
ô ± º ½ ± · ± « ¹ ¸ ¬ · ½ ¿ « » ¼¾ § ¿ ² þ ± ½ ½ « ® ® » ² ½ » þª » ® ¿ ¹ » æ ¬ ¸ ¿ ¬ ¬ ¿ µ » ° ´ ¿ ½ » å ¿ ² ¼ Ø ± © » º § ± « ° » ½ · · ½ ¿ ´ § ¿ ¹ ® » » · ² ¿ © ® · ¬ ¬ » ² ½ ± ² ¬ ® ¿ ½ ¬ª » ® ô · º ´ Ì ¸ » þ ° » ® ± ² ¿ ´ · ² ¶ « ® § þ± ® þ ¿ ¼ ¬ · ² ¶ « ® § þº ± ®ª » ® · · ² ¹ ± ® ¿ ¹ ® » » ³ » ² ¬ ¬ ¸ ¿ ¬ ¬ ¸ »· ² « ® ¿ ² ½ »¿ º ¬ ±¿ ²¿ ¼ ¼ · óº ± ® ¼ » ¼ © ¸ · ½ ¸ ½ ± ® ¿ ¹ » · ± « ¹ ¸ ¬ ¿ ® · » ± « ¬ ± º ¿ ² ± º » ² »ª » º ¬ · ± ² ¿ ´ ¬ ¸ · Ý ± ª » ® ¿ ¹ » Ð ¿ ® ¬· ² « ® » ¼ « ² ¼ » ® ³ « ¬ ¿ ° ° ´ § ± ² ¬ ¸ ¿ ¬ ³ · ¬ ¬ » ¼· ½ ± ³ å ¿ ° ® · ¾ ¿ · ô ± ® ¿ ° ® ³ ¿ ® §¿ ² ¼² ± ² ó ½ ± ² ¬ ®³ ¿ ® § · · ¾ « ¬ ± ® § « ¾ » ¯ « » ² ¬ ¬ ±¬ ¸ » · ¹ ² · ² ¹¿ ² ¼» · ± ²± ¬ ¸ ¿ ¬ ½ ± ² ó¨ » ½ « ¬ º¾ ¿ · ô ¬ ¸ · · ² « ® ¿ ² ½ » · ° ® · ³ ¿ ® § ¬ ± ± ¬ ¸ » ® · ² « ® ¿ ² ½ » ¬ ¸ ¿ ¬ ¬ ® ¿ ½ ¬ ± ® ³ » ² ¬ ¾ §¿ ¹ ® » » § ± « ò· ¿ · ¬ ± « ½ ¸¿ ¼ ¼ · ¬ · ² « ® » ¼© ¸ · ½ ¸½ ±ª ¿ ´ ¿ ¾ ´ » · ± ² ¿ ´ ª » ® « ½ ¸¿ ¼ ¼ · ¬ · ± ² ¿ ´ · ² « ® » ¼¿ ¿² ¿ ³ » ¼· ² « ® » ¼ ô ¿ ² ¼© » © · ´ ´ ± ¬ ¸ » ® ® ¿ ² ½ » ô ° ® ±· ¼ » ¼ ¬ ¸ ¿ ¬² ± ¬ ¸ ¿ ® » © · ¬ ¸ ¬ ¸ ¿ ¬ · ² « ª æ &î ð ð è Ì ¸ » Ì ® ¿ ª » ´ » ® Ý ± ³ ° ¿ ² · » ô × ² ½ ò Ð ¿ ¹ » ï ± º ï Ð Ñ Ô × Ý ÇÒ Ë Ó Þ Û Î æ6808H966428
DocuSign Envelope ID: D774B820-39CD-44E0-9B37-1C3A3139C77F E. Changes
Notice to any agent or knowledge possessed by any agent or by any other person acting on behalf of the Company shall not effect a waiver or a change in any part of this Policy or stop the Company from asserting any rights under the terms of this Policy; nor shall the terms of this Policy be waived or changed, except by endorsement issued to form a part of this Policy.
F. Sole Agent
The NAMED INSURED identified in Item 1. of the Declarations shall have authority and primary responsibility to act on behalf of all INSUREDS for the payment or return of Premium, receipt and acceptance of any endorsement issued to form a part of this Policy, giving and receiving notice of cancellation or non-renewal, the payment of any Deductibles, and the exercise of the rights provided in Section VII. Optional Extended Reporting Period.
G. Other Insurance
This insurance shall be excess of the Deductible and any other valid and collectible insurance available to the INSURED, whether such other insurance is stated to be primary, pro rata, contributory, excess, contingent or otherwise, unless such other insurance is written solely and specifically as excess insurance over this Policy. When this Policy is excess, the Company will not defend any CLAIM(S) that any other insurer has a duty to defend. If no other insurer defends, the Company has the right but not the duty to do so. If the Company defends, it will be entitled to all of the INSURED’S rights against any other insurers.
In addition to the foregoing, unless the Company specifically agrees otherwise, when such other insurance is written solely for a specific projec t, this Policy shall not attach, and the Company shall have no obligation to pay until the sum of DAMAGES and CLAIM EXPENSES exceeds the amount of the stated Limit of Liability of such other insurance, even if the INSURED’S liability fo r
such DAMAGES and CLAIM EXPENSES is not covered in whole or in part by such othe r insurance for any reason, including but not limited to an exclusion or limitation of coverage or the bankruptcy or insolvency of the specific project insurer.
H. Severability
Except with respect to the Limits of Liability, as stated in Item 4. of the Declarations, and any rights and duties specifically assigned to the NAMED INSURED identified in Item 1. of the Declarations, this Policy applies:
1. As if each INSURED were the only INSURED; and
2. Separately to each INSURED against whom a CLAIM(S) is made or suit is brought.
I. Headings
The descriptions in the headings of this Policy are solely for convenience and form no part of the Policy terms and conditions.
J. Liberalization
If the Company files, with the appropriate regulator, general revisions to the terms and conditions of the Policy form to provide more coverage without an additional premium charge, then this Policy will automatically provide such additional coverage as of the date the filed revision is effective in the state shown in the mailing address of the NAMED INSURED.
LDD 050 1116 Page 16 of 16 3/20/2020 7:48:14 PM
© 2016 X.L. America, Inc. All Rights Reserved.
May not be copied without permission.
DocuSign Envelope ID: D774B820-39CD-44E0-9B37-1C3A3139C77F