Cities Index.
Diane Cleary - Original Agreement

Redondo Beach City Council
December 6, 2022

Document
Diane Cleary - Original Agreement
Meeting
December 6, 2022
Body
Redondo Beach City Council
Original file
17.9 MB
Text extracted from the city's file for reading and search. Open the original on redondo.legistar1.com. That file is the official record.

AGREEMENT FOR CONSULTING SERVICES

BETWEEN THE CITY OF REDONDO BEACH

AND DIANE CLEARY
THIS AGREEMENT FOR CONSULTING SERVICES (this "Agreement") is made between the City of Redondo Beach, a Chartered Municipal Corporation ("City") and Diane Cleary, an individual (" Consultant" or" Contractor").

The parties hereby agree as follows:

1. Description of Project or Scope of Services. The project description or scope of services to be provided by Consultant, and any corresponding responsibilities of City, or services required to be performed by City are set forth in Exhibit "A."

2. Term and Time of Completion. Consultant shall commence and complete the project or services described in Exhibit "A" in accordance with the schedule set forth in Exhibit" B".

3. Compensation. City agrees to pay Consultant for work performed in accordance with Exhibit " C".

GENERAL PROVISIONS

1. Independent Contractor. Consultant acknowledges, represents and warrants that Consultant is not a regular or temporary employee, officer, agent, joint venturer or partner of the City, but rather an independent contractor. This Agreement shall not be construed as a contract of employment. Consultant shall have no rights to any benefits which accrue to City employees unless otherwise expressly provided in this Agreement. Due to the independent contractor relationship created by this Agreement, the City shall not withhold state or federal income taxes, the reporting of which shall be Consultant's sole responsibility.

2. Brokers. Consultant acknowledges, represents and warrants that Consultant has not hired, retained or agreed to pay any entity or person any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Agreement.

3. City Property. All plans, drawings, reports, calculations, data, specifications, videos, graphics or other materials prepared for or obtained pursuant to this Agreement shall upon request be delivered to the City within a reasonable time, and the rights thereto shall be deemed assigned to the City. If applicable, Consultant shall prepare check prints upon request. Said plans, drawings, reports, calculations, data, specifications, videos, graphics or other materials, 1 shall be specific for the project herein and shall not be used by the City for any other project without Consultant's consent. Notwithstanding the foregoing, Consultant shall not be obligated to assign any proprietary software or data developed by or at the direction of Consultant for Consultant's own use; provided, however, that Consultant shall, pursuant to Paragraph 14 below, indemnify, defend and hold the City harmless from and against any discovery or Public Records Act request seeking the disclosure of any such proprietary software or data.

4. Inspection. If the services set forth in Exhibit "A" shall be performed on City or other public property, the City shall have the right to inspect such work without notice. If such services shall not be performed on City or other public property, the City shall have the right to inspect such work upon reasonable notice.

Inspections by the City shall not relieve or minimize the responsibility of Consultant to conduct any inspections Consultant has agreed to perform pursuant to the terms of this Agreement. Consultant shall be solely liable for said inspections performed by Consultant. Consultant shall certify in writing to the City as to the completeness and accuracy of each inspection required to be conducted by Consultant hereunder.

5. Services. The project or services set forth in Exhibit "A" shall be performed to the full satisfaction and approval of the City. In the event that the project or services set forth in Exhibit" A" are itemized by price in Exhibit "C", the City in its sole discretion may, upon notice to Consultant, delete certain items or services set forth in Exhibit "A", in which case there shall be a corresponding reduction in the amount of compensation paid to Consultant. City shall furnish Consultant to the extent available, with any City standards, details, specifications and regulations applicable to the Project and necessary for the performance of Consultant's services hereunder. Notwithstanding the foregoing, any and all additional data necessary for design shall be the responsibility of Consultant.

6. Records. Consultant, including any of its subcontractors shall maintain full and complete documents and records, including accounting records, employee time sheets, work papers, and correspondence pertaining to the project or services set forth in Exhibit "A". Consultant, including any of its subcontractors shall make such documents and records available for City review or audit upon request and reasonable notice, and shall keep such documents and records, for at least four 4) years after Consultant's completion of performance of this Agreement.

Copies of all pertinent reports and correspondence shall be furnished to the City for its files.

7. Changes and Extra Work. All changes and/ or extra work under this Agreement shall be provided for by a subsequent written amendment executed by City and Consultant.
2 8. Additional Assistance. If this Agreement requires Consultant to prepare plans and specifications, Consultant shall provide assistance as necessary to resolve any questions regarding such plans and specifications that may arise during the period of advertising for bids, and Consultant shall issue any necessary addenda to the plans and specifications as requested. In the event Consultant is of the opinion that City' s requests for addenda and assistance is outside the scope of normal services, the parties shall proceed in accordance with the changes and extra work provisions of this Agreement.

9. Professional Ability. Consultant acknowledges, represents and warrants that Consultant is skilled and able to competently provide the services hereunder, and possesses all professional licenses, certifications, and approvals necessary to engage in its occupation. City has relied upon the professional ability and training of Consultant as a material inducement to enter into this Agreement.

Consultant shall perform in accordance with generally accepted professional practices and standards of Consultant's profession.

10. Business License. Consultant shall obtain a Redondo Beach Business License before performing any services required under this Agreement. The failure to so obtain such license shall be a material breach of this Agreement and grounds for immediate termination by City; provided, however, that City may waive the business license requirement in writing under unusual circumstances without necessitating any modification of this Agreement to reflect such waiver.

11. Termination Without Default. Notwithstanding any provision herein to the contrary, the City may, in its sole and absolute discretion and without cause, terminate this Agreement at any time prior to completion by Consultant of the project or services hereunder, immediately upon written notice to Consultant. In the event of any such termination, Consultant shall be compensated for: ( 1) all authorized work satisfactorily performed prior to the effective date of termination; and ( 2) necessary materials or services of others ordered by Consultant for this Agreement, prior to Consultants receipt of notice of termination, irrespective of whether such materials or services of others have actually been delivered, and further provided that Consultant is not able to cancel such orders. Compensation for Consultant in such event shall be determined by the City in accordance with the percentage of the project or services completed by Consultant; and all of Consultant's finished or unfinished work product through the time of the City' s last payment shall be transferred and assigned to the City. In conjunction with any termination of this Agreement, the City may, at its own expense, make copies or extract information from any notes, sketches, computations, drawings, and specifications or other data, whether complete or not.

12. Termination in the Event of Default. Should Consultant fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Agreement, the City may immediately terminate this Agreement by giving written notice of such termination, stating the reasons 3 for such termination. Consultant shall be compensated as provided immediately above, provided, however, there shall be deducted from such amount the amount of damages if any, sustained by the City by virtue of Consultant's breach of this Agreement.

13. Conflict of Interest. Consultant acknowledges, represents and warrants that Consultant shall avoid all conflicts of interest (as defined under any federal, state or local statute, rule or regulation, or at common law) with respect to this Agreement. Consultant further acknowledges, represents and warrants that Consultant has no business relationship or arrangement of any kind with any City official or employee with respect to this Agreement. Consultant acknowledges that in the event that Consultant shall be found by any judicial or administrative body to have any conflict of interest (as defined above) with respect to this Agreement, all consideration received under this Agreement shall be forfeited and returned to City forthwith. This provision shall survive the termination of this Agreement for one ( 1) year.

14. Indemnity. To the maximum extent permitted by law, Consultant hereby agrees, at its sole cost and expense, to defend protect, indemnify, and hold harmless the City, its elected and appointed officials, officers, employees, volunteers, attorneys, and agents ( collectively "Indemnitees") from and against any and all claims, including, without limitation, claims for bodily injury, death or damage to property, demands, charges, obligations, damages, causes of action, proceedings, suits, losses, stop payment notices, judgments, fines, liens, penalties, liabilities, costs and expenses of every kind and nature whatsoever, in any manner arising out of, incident to, related to, in connection with or arising from any act, failure to act, error or omission of Consultant' s performance or work hereunder (including any of its officers, agents, employees, Subcontractors) or its failure to comply with any of its obligations contained in the Agreement, or its failure to comply with any current or prospective law, except for such loss or damage which was caused by the sole negligence or willful misconduct of the City. Consultant' s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant or Indemnitees. This indemnification obligation shall survive this Agreement and shall not be limited by any term of any insurance policy required under this Agreement.
a. Nonwaiver of Rights. Indemnitees do not and shall not waive any rights that they may possess against Consultant because the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement.
b. Waiver of Right of Subrogation. Consultant, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against the Indemnitees.
4 15. Insurance. Consultant shall comply with the requirements set forth in Exhibit " D" Insurance requirements that are waived by the City's Risk Manager do not require amendments or revisions to this Agreement.

16. Non- Liability of Officials and Employees of the City. No official or employee of the City shall be personally liable for any default or liability under this Agreement.

17. Compliance with Laws. Consultant shall comply with all federal, state and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, with respect to this Agreement, including without limitation all environmental laws, employment laws, and nondiscrimination laws.

18. Limitations upon Subcontracting and Assignment. Consultant acknowledges that the services which Consultant shall provide under this Agreement are unique, personal services which, except as otherwise provided herein, Consultant shall not assign or sublet to any other party without the prior written approval of City, which approval may be withheld in the City' s sole and absolute discretion. In the event that the City, in writing, approves any assignment or subletting of this Agreement or the retention of subcontractors by Consultant, Consultant shall provide to the City upon request copies of each and every subcontract prior to the execution thereof by Consultant and subcontractor. Any attempt by Consultant to assign any or all of its rights under this Agreement without first obtaining the City's prior written consent shall constitute a material default under this Agreement.

The sale, assignment, transfer or other disposition, on a cumulative basis, of twenty-five percent (25%) or more of the ownership interest in Consultant or twenty-five percent( 25%) or more the voting control of Consultant (whether Consultant is a corporation, limited liability company, partnership, joint venture or otherwise) shall constitute an assignment for purposes of this Agreement.

Further, the involvement of Consultant or its assets in any transaction or series of transactions ( by way of merger, sale, acquisition, financing, transfer, leveraged buyout or otherwise), whether or not a formal assignment or hypothecation of this Agreement or Consultant' s assets occurs, which reduces Consultant' s assets or net worth by twenty-five percent (25%) or more shall also constitute an assignment for purposes of this Agreement.

19. Subcontractors. Consultant shall provide properly skilled professional and technical personnel to perform any approved subcontracting duties. Consultant shall not engage the services of any person or persons now employed by the City without the prior written approval of City, which approval may be withheld in the City's sole and absolute discretion.

20. Integration. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes any previous oral or written agreement; provided, however, that correspondence or documents 5 exchanged between Consultant and City may be used to assist in the interpretation of the exhibits to this Agreement.

21. Amendment. This Agreement may be amended or modified only by a subsequent written amendment executed by both parties.

22. Conflicting Provisions. In the event of a conflict between the terms and conditions of this Agreement and those of any exhibit or attachment hereto, this Agreement proper shall prevail. In the event of a conflict between the terms and conditions of any two or more exhibits or attachments hereto, those prepared by the City shall prevail over those prepared by Consultant.

23. Non- Exclusivity. Notwithstanding any provision herein to the contrary, the services provided by Consultant hereunder shall be non-exclusive, and City reserves the right to employ other contractors in connection with the project.

24. Exhibits. All exhibits hereto are made a part hereof and incorporated herein by reference; provided, however, that any language in Exhibit "A" which does not pertain to the project description, proposal, or scope of services (as applicable) to be provided by Consultant, or any corresponding responsibilities of City, shall be deemed extraneous to, and not a part of, this Agreement.

25. Time of Essence. Time is of the essence of this Agreement.

26. Confidentiality. To the extent permissible under law, Consultant shall keep confidential its obligations hereunder and the information acquired during the performance of the project or services hereunder.

27. Third Parties. Nothing herein shall be interpreted as creating any rights or benefits in any third parties. For purposes hereof, transferees or assignees as permitted under this Agreement shall not be considered "third parties."

28. Governing Law and Venue. This Agreement shall be construed in accordance with the laws of the State of California without regard to principles of conflicts of law. Venue for any litigation or other action arising hereunder shall reside exclusively in the Superior Court of the County of Los Angeles, Southwest Judicial District.

29. Attorneys' Fees. In the event either party to this Agreement brings any action to enforce or interpret this Agreement, the prevailing party in such action shall be entitled to reasonable attorneys' fees (including expert witness fees) and costs.

This provision shall survive the termination of this Agreement.

30. Claims. Any claim by Consultant against City hereunder shall be subject to Government Code §§ 800 et seq. The claims presentation provisions of said Act are hereby modified such that the presentation of all claims hereunder to the City 6 shall be waived if not made within six (6) months after accrual of the cause of action.

31. Interpretation. Consultant acknowledges that it has had ample opportunity to seek legal advice with respect to the negotiation of this Agreement. This Agreement shall be interpreted as if drafted by both parties.

32. Warranty. In the event that any product shall be provided to the City as part of this Agreement, Consultant warrants as follows: Consultant possesses good title to the product and the right to transfer the product to City; the product shall be delivered to the City free from any security interest or other lien; the product meets all specifications contained herein; the product shall be free from material defects in materials and workmanship under normal use for a period of one ( 1) year from the date of delivery; and the product shall be fit for its intended purpose(s). Notwithstanding the foregoing, consumable and maintenance items such as light bulbs and batteries) shall be warranted for a period of thirty ( 30) days from the date of delivery. All repairs during the warranty period shall be promptly performed by Consultant, at Consultant's expense, including shipping.

Consultant shall not be liable under this warranty for an amount greater than the amount set forth in Exhibit "C" hereto.

33. Severance. Any provision of this Agreement that is found invalid or unenforceable shall be deemed severed, and all remaining provisions of this Agreement shall remain enforceable to the fullest extent permitted by law.

34. Authority. City warrants and represents that upon City Council approval, the Mayor of the City of Redondo Beach is duly authorized to enter into and execute this Agreement on behalf of City. The party signing on behalf of Consultant warrants and represents that he or she is duly authorized to enter into and execute this Agreement on behalf of Consultant, and shall be personally liable to City if he or she is not duly authorized to enter into and execute this Agreement on behalf of Consultant.

35. Waiver. The waiver by the City of any breach of any term or provision of this Agreement shall not be construed as a waiver of any subsequent breach.

SIGNATURES FOLLOW ON NEXT PAGE
7 IN WITNESS WHEREOF, the parties have executed this Agreement in Redondo Beach, California, as of this 7th day of December, 2021.

CITY OF REDONDO BEACH DIANE CLEARY
By: Ir.

William C. Brand, Mayor Name: % AMMON
Title: e G e
ATTEST: APPROVE
Eleanor Manzano, Ci twerk Diane Strickfaden, Risk Manager APPROVED AS TO FORM:
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Nlt1 U. 7 2I rfV 29 PM 3: 17
Michael W. Webb, City Attorney
A.
8 EXHIBIT " A"

SCOPE OF SERVICES

CONSULTANT' S DUTIES
Consultant shall perform the following duties.

1. As assigned by the City Clerk, watch and take minutes of all City meetings and administrative hearings, as assigned.

2. Transcribe the minutes from City recordings or a copy thereof.

3. After the completion of the meeting, series of meetings, or administrative hearing submit the written minutes within fifteen ( 15) days of the meeting, unless the City Clerk provides a written extension.

4. Submit the minutes in a format approved by the City Clerk via e- mail and/or computer disk.

5. Upon City Clerk's request, provide excerpts from any meeting within one day of the request.

CITY'S DUTIES

1. City will provide notice of any cancelled meeting within two ( 2) hours of the scheduled meeting.

2. City will verify the billings against the minutes of the meeting to ensure the accuracy of the invoices.
9 EXHIBIT " B"

SCHEDULE FOR COMPLETION
TERM. The term of this Agreement shall commence on January 1, 2022 and expire December 31, 2022 ("Term"), unless otherwise terminated herein. 10 EXHIBIT " C"

COMPENSATION
Provided Consultant is not in default under this Agreement, Consultant shall be compensated as provided below.

1. AMOUNT. Consultant shall be paid an hourly rate of$ 35.00. Consultant shall bill to the nearest hour for transcription services. In no event shall Consultant bill for transcription that exceeds three ( 3) hours per one hour of meeting time.

2. METHOD OF PAYMENT. Consultant shall provide monthly invoices to City for approval and payment. Invoices must indicate the name of agency, dates of service, meeting hours, services performed, and transcription hours worked. Invoices must also be itemized, adequately detailed, based on accurate records, and in a form reasonably satisfactory to City. Consultant may be required to provide back- up material upon request.

3. SCHEDULE FOR PAYMENT. City agrees to pay Consultant within thirty( 30) days of receipt of the invoice; provided, however, that the services are performed to the City's full satisfaction.

4. NOTICE. Written notices to City and Consultant shall be given by registered or certified mail, postage prepaid and addressed to or personally served on the following parties.

Consultant. Diane Cleary
4009 Mesa Street
Torrance, CA 90505
Email: diane@dianecleary. com
Fax: ( 310) 424-7111
City. City of Redondo Beach
The City Clerk's Office
415 Diamond Street
Redondo Beach, CA 90277
Email: [email protected]
Attn: Eleanor Manzano, City Clerk
All notices, including notices of address changes, provided under this Agreement are deemed received on the third day after mailing if sent by registered or certified mail. Changes in the respective address set forth above may be made from time to time by any party upon written notice to the other party. 11 EXHIBIT " D"

INSURANCE REQUIREMENTS FOR CONSULTANTS
Without limiting Consultant' s indemnification obligations under this Agreement, Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees.

Minimum Scope of Insurance
Coverage shall be at least as broad as:

Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001).

Insurance Services Office form number CA 0001 ( Ed. 1/ 87) covering Automobile Liability, code 1 ( any auto).

Workers' Compensation insurance as required by the State of California.

Employer' s Liability Insurance.

Minimum Limits of Insurance
Consultant shall maintain limits no less than:

General Liability: $ 1, 000,000 per occurrence for bodily injury, personal injury and property damage. The general aggregate limit shall apply separately to this project.

Automobile Liability: $ 1, 000,000 per accident for bodily injury and property damage.

Employer's Liability: $ 1, 000,000 per accident for bodily injury or disease.

Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: ( 1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers or (2) the Consultant shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses.
12 Other Insurance Provisions
The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:

Additional Insured Endorsement:

General Liability: The City, its officers, elected and appointed officials, employees, and volunteers shall be covered as insureds with respect to liability arising out of work performed by or on behalf of the Consultant. General liability coverage can be provided in the form of an endorsement to the Consultants insurance, or as a separate owner's policy.

Automobile Liability: The City, its officers, elected and appointed officials, employees, and volunteers shall be covered as insureds with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the Consultant.

For any claims related to this project, the Consultant' s insurance coverage shall be primary insurance as respects the City, its officers, elected and appointed officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant' s insurance and shall not contribute with it.

Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City.

Each insurance policy shall be endorsed to state that the inclusion of more than one insured shall not operate to impair the rights of one insured against another insured, and the coverages afforded shall apply as though separate policies had been issued to each insured.

Each insurance policy shall be in effect prior to awarding the contract and each insurance policy or a successor policy shall be in effect for the duration of the project.

The maintenance of proper insurance coverage is a material element of the contract and failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract on the Consultant's part.

Acceptability of Insurers
Insurance shall be placed with insurers with a current A.M. Best' s rating of no less than A:VII and which are authorized to transact insurance business in the State of California by the Department of Insurance.
13 Verification of Coverage
Consultant shall furnish the City with original certificates and amendatory endorsements effecting coverage required by this clause. The endorsements should be on the City authorized forms provided with the contract specifications. Standard ISO forms which shall be subject to City approval and amended to conform to the City' s requirements may be acceptable in lieu of City authorized forms. All certificates and endorsements shall be received and approved by the City before the contract is awarded. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications at any time.

Subcontractors
Consultant shall include all subcontractors as insured under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.

Risk Management
Consultant acknowledges that insurance underwriting standards and practices are subject to change, and the City reserves the right to make changes to these provisions in the reasonable discretion of its Risk Manager.
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Policy Number
648833305

COMMON POLICY DECLARATIONS
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A STOCK INSURANCE COMPANY
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Important Payment Information — Please Read Carefully.

Total Premium for the Policy Period
If you pay in installments" S977 00
If you pay in full ( includes FuliPay® Discount)" S947 00 Choose one of the following types of payment plans that best meets your needs:

Pay in installments. You will be sent a bill each month The minimum amount due on each billing statement will include a $ 3 50 installment fee The installment lee may vary by payment method- see below. You can choose to pay more toward your premumbut the monthly installment fee will still apply
Pay your premium in full and receive the FullPay c® Discount. The amount to pay in full is shown above and will appear on your initial invoice for renewals only To qualify for this discount on a new business policy. the policy most be paid in full at the time the policy was bound:issued To qualify for this discount on a renewal policy the policy must be paid in full by the effective date of the policy This discount is not applicable to Umbrella or Excess policies Other restrictions may apply Ways to pay
Pay using the Allstate® Easy Pay Plan. You can have the payment automatically deducted from your checking account using the Allstate% Easy Pay Plan There is a 1 00 installment fee for each Allstate® Easy Pay Plan payment. ( You may be eligible for an Allstate® Easy Pay Plan discount- contact your Allstate representative Pay using Recurring Credit Card ( RCC). You can have your payment automatically taken from your credit card each month with recurring credit card payments There is a 3 50 installment fee for each Recurring Credit Card payment Call or Visit your Allstate Agent or Send by Mail. You may pay your bill by mail or contact your Allstate representative to pay using a one-`time electronic checkcneck. creditor branded debit card
On- Line Banking. Be sure to enter [ account numoerl as the account number and P 0 BOX 4344 Carol Stream. IL 60197- 4344 as the payment address Note: If you are on Allstate® Easy Pay Plan or Recurring Credit Card your automatic deductions will be scheduled based on the payment plan currently applied to your policy.

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IN WITNESS WHEREOF, Allstate has caused this policy to be signed by its Secretary and its President at Northbrook, Illinois
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Secretary President
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Your Allstate Agency
Allstate relies on thousands of local agencies to assist customers with their insurance decision-making process by providing customers with information and high quality service. These agencies represent Allstate and provide numerous services to customers on its behalf. Agencies are paid a commission by the company for selling and servicing Allstate' s insurance policies and may be eligible to receive additional compensation and rewards based on performance.

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ALLSTATE CLAIM REPORTING
To report a claim on your Allstate Business Insurance policy, you may contact your agent for assistance or you may report your claim directly by contacting us at the following phone numbers.

To report a claim for:

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MULTILINE
AM CA 03 11 09
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

California Changes- Selection of Independent Counsel
This endorsement modifies insurance provided under this policy.

When this policy requires us to defend a legal action against youthe following conditions apply.

1. When a conflict OI ! merest exists between you and uswe shall provide independent counsel you select to represent you, unless you waivein writingyour right to sucn counsel.

2. If you do not waive your right as slated in Not aboveand you wish to select independent counsel_ you will select three t3 or more such independent counsel trorn which we w91 choose one. Such independent counsel must noel the following qualifications. a. Independent counsel must have at least live i5, years of civil IeigaDon pracfee which must include substantial defense experience in the subject at issue in the litigation_ b. Independent counsel must carry insurance against errors and omissions In the amount of at feast SI, 000. 000 and must provide proof of such insurance upon our request. and c. Independent counsel must be of good repute, good standing in the community and licensed to appear and practice before the court in which litigation is brought.

3. Work performed by independent counsel shall be reasonable and necessary to your defense in the litigation brought.
4 Our obligation to pay tees to such independent counsel selected by you is Limited to the rates which are actually paid by us to attorneys retained by us in the ordinary course of business in the defense of similar actions in the community where the claim arose or is being defendedwhichever would be less.

5. Any dispute concerning attorney' s fees shall be resolved by final and binding arbitration by a single neutral arbitrator selected by the parties to the dispute. If the parties are unable to agreean arbitrator will be selected by the American Arbitration Association Cost of such arbitration shall be paid equally by both parties.

Ali otner policy ternsconditionsand exclusions apply.

Includes copyrighted material of Insurance Services Office- Inc with its permission AM CA 031' to Allstate insurance Company
Allstate
Policy Number:
648833305

BUSINESSOWNERS POLICY DECLARATIONS
Allstate Insurance Company
Named Insured: :': : CE CLEAR. Effective Date:
12'91 A. M Standard Tin
Agent Name: BAiYER AGENCY
Described Premises: See Schedule of Locations
Mortgage Holder Name and Address: See Schedule Of Mortgagees

SECTION I - PROPERTY
Blanket Insurance
Blanket to +_ Ty! of Property Limit of Insurance
Deductibles( Apply per location, per occurrence)
Property I Optional Coverage( Other Than Equipment Windstorm or Hail Percentage Prem No. Deductible ! Breakdown Protection Coverage) Deductible Deductible JOl f s n
i
For Additional Deductible Information: See Schedule of Deductibles Additional Coverages- Optional Higher Limits / Extended Number Of Days( Per Policy) Additions Unit of Insurance/
Coverage
iPremium Extended Number of Days
Forgery or Alteration
Business Income- Extended Number of Days for Ordinary Days Payroll Expense j
t
Extended Business Income- Extended Number of Days Days
Electronic Data- Increased Limit( Section I Property)
Interruption of Computer Operations - Increased Limit
Additional Coverages- Optional Higher( Per Premises)
Additional
Coverage Prem No. Premium Cant of Insurance
Other. See Schedule of Additional Coverages- Per Premises Optional Optional Revised Time
Prem No. Deductible Deductible
Equipment Breakdown Protection Coverage
JLGJJ, A_ PoNR ARF PAF" C1' p Ails ONS CN %NC HE. NAM,• ` E; N L; n L ML- 1"-_ C - HC[ DB CW 01 01 16 Copyrghtinsu me Services° ire. Inc_ 20Cie Allstate Insurance Company
Allstate
SECTION II – LIABILITY AND MEDICAL EXPENSES
Each pale claim for the following coverages reduces the amount of insurance we provide during the applicaole annual period Please refer to Section II - Liability in the Businessowners Coverage Form and any attached endorsements.

Coverage nit of Insurance
Liability And Medical Expenses Per Occurrence
Medical Expenses I Per person
Damage To Premises Rented To You Any One Premises
Other Than Products / Completed Operations Aggregate `
Products/ Canpleted Operations Aggregate
Optional Coverages– Applicable only if an' X" is shown in the boxes below:

Coverage Limit of Insurance
7 I
Broadened Coverage Fa Damage to Premises I i Per Occurrence Rented to You Sell-storage Fadfites– Customer Goods Legal Per Occurrence J Liability( Optional Increased Lint)
Motels– Liability for Guests' Property Per Occurrence
Optional Limits) Per Guest
Molls– Liability for Guests' Property In Safe Per Occurrence Deposit Boxes
Deductible
Optional Property Damage Liability Deductible: S 25S
I- 1 Per Claim Per Occurrence
Frons and Endorsements: See Schedule of Forms and Endorsements Premum for this Businessowners Policy: $ y 7 . 0 0
DB CW 01 01 16 Copyright. Insurance Services Office. Inc ( kO Allstate Insurance Company
AIIstate.

Property Details
Property Coverage Limits of Insurance
Actual Business I
Cash Personal
Value of ' Auto Property- I
Type of Property Building Increase Seasonal Blanket rr
Premises I Building ( Building Or Business Option Limit Increase If Number I Number And Personal Properly ( YIN) (%)" (%) ir applicable Limit of Insurance* Building Business Personal 5 175
Property
Includes Automatic Increase. Binding and, , r Business Personal Property c. miI Percentage es percentage cart only wry by premss. not by bis Y
Optional Coverages- Applicable only if an'%" is shown in the boxes below:

Coverage Limit of Insurance
Outdoor Signs Per Occurrence
v
MoneyAnd Securities
S _ 7 o D Inside the Premises
n 0 Outside the Premises
I Employee Dishonesty _ Per Occurrence
I X
I Equipment Breakdown Protection Coverage _ Included
Burglary kid Robbery
Named Peril Endorsement only)
Money And Securities ( Amount included when Inside the Premises Burglary and Robbery Option is selected) Outside the Premises Other( specify): Please see the Schedule of Optional Coverages Additional Coverages / Coverage Extension- Optional Higher( Per Classification) Coverage Class Code Additional Premium Limit of Insurance Business Income- Dependent Pr••- rties
Accounts Receivable
Valuable Papers and Records
Outdoor Property
Business Personal Property Temporarily In
Portable Storage Units i
Additional Coverage- Business Income From Dependent Properties Secondary Dependent Properties I I Yes No
Theft Limitations- Optional Higher Limits( Per Policy)
Description of Property Additional Premum 1
Limit of Insurance
Earthquake/ Volcanic Act Percentage Deductible:
in
DB CW 0201 16 Copyright. Insurance Services Office. Inc_ 2012 Alls. ale Insurance Company
Allstate
Thank you for being a loyal Allstate Insurance Company customer - we' re delighted to have you with us!
Dear Valued Customer.

Here' s Your Allstate Business Insurance Renewal Offer
We' re pleased to offer to continue your Allstate policy for another twelve months, so you can keep getting:

Quality coverage at competitive prices
Access to our knowledgeable. helpful agent network
The peace of mind of knowing your insurance provider is one of the most experienced in the industry
What' s In This Package?
This package contains your insurance documents, including your Renewal Declarations Page—which lists your coverages. coverage limits. premiums and any discounts you' re receiving. You' ll want to review the Declarations Page to make sure you' re comfortable with the coverage choices you' ve made. Keep in mind that policy documents may change. so you should carefully review them at each renewal Your Billing And Renewing
We will send you a payment notice in a separate mailing, which will list several convenient payment options. Please mail your payment to us by the due date indicated to ensure that you're protected.

Renewing your coverage is simple—just make sure we receive the required premium payment when it' s due.

Number of Employees?
One of the rating factors used to determine your premium is the number of employees that you have. Currently your policy is showing 1 employee( s). If this information is incorrect, please contact your agent so that they can update your policy to the correct number of employees.

Have Questions?
Fe& free to give your Allstate representative a call if you have any questions or if you see something that needs updating— coverages. limits, deductibles. Your Allstate representative will be happy to provide you with any additional information.

We Appreciate Your Business
Thank you for choosing Allstate We appreciate the opportunity to help you protect what you have today and help prepare you for the future. kf3 [ A 020_220
Sincerely.
tYJ
Jamie Trish
President
Allstate Business Insurance
Allstate Insurance Company
Enclosures
XB t V n7 n, _ o
04Allstate

BUSINESSOWNERS
AB CW 11 01 16

THIS ENDORSEMENT CHANGES THE POLICY PLEASE READ IT CAREFULLY

BUSINESS PERSONAL PROPERTY- AUTOMATIC INCREASE
This endorsement modifies insurance provided under the following.

BUSINESSOWNERS COVERAGE FORM
SECTION I- PROPERTY is amended as follows.

A. The following is added to Paragraph C. Limits of Insurance:

6. Business Personal Property- Automatic Increase
a. In accordance with Paragraph C. 6. 6., the Limit of Insurance for Business Personal Property will automatically increase by 2%. unless a different percentage of annual increase s shown in the Declarations.
h. The amount of increase is calculated as follows
1) Multiply the Business Personal Property limit that applied on the most recent of Me policy Inception datethe policy anniversary date or any other policy change amending the Business Personal Property limit by.
a) The percentage of annual increase shown in the Declarations expressed as a decimal( example. 8% is 08). or
b) . 02 i` no percentage of annual increasers shown m the Declarations ant 2) Multiply the number calculated in accordance with b.( 1) by the number of days since the beginning of the current policy year. or the effective date of the most recent policy change amending the Business Personal Property limit divided by 365
Example:

If
The applicable Business Personal Property limit is$ 50 000 The annual percentage increase is 2% The number of days since the beginning of the po0cy year( or last policy change) is 146.

The amount of the increase is
50 COO x 02 x 146- 365=$ 400
Includes copyrighted material of Insurance Services Office Inc w.th its permission AB CVV 11 01 16 Allstate Insurance Company
1 AGREEMENT FOR CONSULTING SERVICES

BETWEEN THE CITY OF REDONDO BEACH

AND DIANE CLEARY
THIS AGREEMENT FOR CONSULTING SERVICES (this "Agreement") is made between the City of Redondo Beach, a Chartered Municipal Corporation ("City") and Diane Cleary, an individual ("Consultant" or “Contractor”).

The parties hereby agree as follows:

1. Description of Project or Scope of Services. The project description or scope of services to be provided by Consultant, and any corresponding responsibilities of City, or services required to be performed by City are set forth in Exhibit "A."

2. Term and Time of Completion. Consultant shall commence and complete the project or services described in Exhibit "A" in accordance with the schedule set forth in Exhibit "B".

3. Compensation. City agrees to pay Consultant for work performed in accordance with Exhibit "C".

GENERAL PROVISIONS

1. Independent Contractor. Consultant acknowledges, represents and warrants that Consultant is not a regular or temporary employee, officer, agent, joint venturer or partner of the City, but rather an independent contractor. This Agreement shall not be construed as a contract of employment. Consultant shall have no rights to any benefits which accrue to City employees unless otherwise expressly provided in this Agreement. Due to the independent contractor relationship created by this Agreement, the City shall not withhold state or federal income taxes, the reporting of which shall be Consultant's sole responsibility.

2. Brokers. Consultant acknowledges, represents and warrants that Consultant has not hired, retained or agreed to pay any entity or person any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Agreement.

3. City Property. All plans, drawings, reports, calculations, data, specifications, videos, graphics or other materials prepared for or obtained pursuant to this Agreement shall upon request be delivered to the City within a reasonable time, and the rights thereto shall be deemed assigned to the City. If applicable, Consultant shall prepare check prints upon request. Said plans, drawings, reports, calculations, data, specifications, videos, graphics or other materials, 2 shall be specific for the project herein and shall not be used by the City for any other project without Consultant's consent. Notwithstanding the foregoing, Consultant shall not be obligated to assign any proprietary software or data developed by or at the direction of Consultant for Consultant's own use; provided, however, that Consultant shall, pursuant to Paragraph 14 below, indemnify, defend and hold the City harmless from and against any discovery or Public Records Act request seeking the disclosure of any such proprietary software or data.

4. Inspection. If the services set forth in Exhibit "A" shall be performed on City or other public property, the City shall have the right to inspect such work without notice. If such services shall not be performed on City or other public property, the City shall have the right to inspect such work upon reasonable notice.

Inspections by the City shall not relieve or minimize the responsibility of Consultant to conduct any inspections Consultant has agreed to perform pursuant to the terms of this Agreement. Consultant shall be solely liable for said inspections performed by Consultant. Consultant shall certify in writing to the City as to the completeness and accuracy of each inspection required to be conducted by Consultant hereunder.

5. Services. The project or services set forth in Exhibit "A" shall be performed to the full satisfaction and approval of the City. In the event that the project or services set forth in Exhibit "A" are itemized by price in Exhibit "C", the City in its sole discretion may, upon notice to Consultant, delete certain items or services set forth in Exhibit "A", in which case there shall be a corresponding reduction in the amount of compensation paid to Consultant. City shall furnish Consultant to the extent available, with any City standards, details, specifications and regulations applicable to the Project and necessary for the performance of Consultant's services hereunder. Notwithstanding the foregoing, any and all additional data necessary for design shall be the responsibility of Consultant.

6. Records. Consultant, including any of its subcontractors shall maintain full and complete documents and records, including accounting records, employee time sheets, work papers, and correspondence pertaining to the project or services set forth in Exhibit "A". Consultant, including any of its subcontractors shall make such documents and records available for City review or audit upon request and reasonable notice, and shall keep such documents and records, for at least four 4) years after Consultant's completion of performance of this Agreement.

Copies of all pertinent reports and correspondence shall be furnished to the City for its files.

7. Changes and Extra Work. All changes and/or extra work under this Agreement shall be provided for by a subsequent written amendment executed by City and Consultant.
3 8. Additional Assistance. If this Agreement requires Consultant to prepare plans and specifications, Consultant shall provide assistance as necessary to resolve any questions regarding such plans and specifications that may arise during the period of advertising for bids, and Consultant shall issue any necessary addenda to the plans and specifications as requested. In the event Consultant is of the opinion that City's requests for addenda and assistance is outside the scope of normal services, the parties shall proceed in accordance with the changes and extra work provisions of this Agreement.

9. Professional Ability. Consultant acknowledges, represents and warrants that Consultant is skilled and able to competently provide the services hereunder, and possesses all professional licenses, certifications, and approvals necessary to engage in its occupation. City has relied upon the professional ability and training of Consultant as a material inducement to enter into this Agreement.

Consultant shall perform in accordance with generally accepted professional practices and standards of Consultant's profession.

10. Business License. Consultant shall obtain a Redondo Beach Business License before performing any services required under this Agreement. The failure to so obtain such license shall be a material breach of this Agreement and grounds for immediate termination by City; provided, however, that City may waive the business license requirement in writing under unusual circumstances without necessitating any modification of this Agreement to reflect such waiver.

11. Termination Without Default. Notwithstanding any provision herein to the contrary, the City may, in its sole and absolute discretion and without cause, terminate this Agreement at any time prior to completion by Consultant of the project or services hereunder, immediately upon written notice to Consultant. In the event of any such termination, Consultant shall be compensated for: (1) all authorized work satisfactorily performed prior to the effective date of termination; and (2) necessary materials or services of others ordered by Consultant for this Agreement, prior to Consultant’s receipt of notice of termination, irrespective of whether such materials or services of others have actually been delivered, and further provided that Consultant is not able to cancel such orders. Compensation for Consultant in such event shall be determined by the City in accordance with the percentage of the project or services completed by Consultant; and all of Consultant's finished or unfinished work product through the time of the City's last payment shall be transferred and assigned to the City. In conjunction with any termination of this Agreement, the City may, at its own expense, make copies or extract information from any notes, sketches, computations, drawings, and specifications or other data, whether complete or not.

12. Termination in the Event of Default. Should Consultant fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Agreement, the City may immediately terminate this Agreement by giving written notice of such termination, stating the reasons 4 for such termination. Consultant shall be compensated as provided immediately above, provided, however, there shall be deducted from such amount the amount of damages if any, sustained by the City by virtue of Consultant's breach of this Agreement.

13. Conflict of Interest. Consultant acknowledges, represents and warrants that Consultant shall avoid all conflicts of interest (as defined under any federal, state or local statute, rule or regulation, or at common law) with respect to this Agreement. Consultant further acknowledges, represents and warrants that Consultant has no business relationship or arrangement of any kind with any City official or employee with respect to this Agreement. Consultant acknowledges that in the event that Consultant shall be found by any judicial or administrative body to have any conflict of interest (as defined above) with respect to this Agreement, all consideration received under this Agreement shall be forfeited and returned to City forthwith. This provision shall survive the termination of this Agreement for one (1) year.

14. Indemnity. To the maximum extent permitted by law, Consultant hereby agrees, at its sole cost and expense, to defend protect, indemnify, and hold harmless the City, its elected and appointed officials, officers, employees, volunteers, attorneys, and agents (collectively “Indemnitees”) from and against any and all claims, including, without limitation, claims for bodily injury, death or damage to property, demands, charges, obligations, damages, causes of action, proceedings, suits, losses, stop payment notices, judgments, fines, liens, penalties, liabilities, costs and expenses of every kind and nature whatsoever, in any manner arising out of, incident to, related to, in connection with or arising from any act, failure to act, error or omission of Consultant’s performance or work hereunder (including any of its officers, agents, employees, Subcontractors) or its failure to comply with any of its obligations contained in the Agreement, or its failure to comply with any current or prospective law, except for such loss or damage which was caused by the sole negligence or willful misconduct of the City. Consultant’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant or Indemnitees. This indemnification obligation shall survive this Agreement and shall not be limited by any term of any insurance policy required under this Agreement.
a. Nonwaiver of Rights. Indemnitees do not and shall not waive any rights that they may possess against Consultant because the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement.
b. Waiver of Right of Subrogation. Consultant, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against the Indemnitees.
5 15. Insurance. Consultant shall comply with the requirements set forth in Exhibit "D." Insurance requirements that are waived by the City's Risk Manager do not require amendments or revisions to this Agreement.

16. Non-Liability of Officials and Employees of the City. No official or employee of the City shall be personally liable for any default or liability under this Agreement.

17. Compliance with Laws. Consultant shall comply with all federal, state and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, with respect to this Agreement, including without limitation all environmental laws, employment laws, and nondiscrimination laws.

18. Limitations upon Subcontracting and Assignment. Consultant acknowledges that the services which Consultant shall provide under this Agreement are unique, personal services which, except as otherwise provided herein, Consultant shall not assign or sublet to any other party without the prior written approval of City, which approval may be withheld in the City's sole and absolute discretion. In the event that the City, in writing, approves any assignment or subletting of this Agreement or the retention of subcontractors by Consultant, Consultant shall provide to the City upon request copies of each and every subcontract prior to the execution thereof by Consultant and subcontractor. Any attempt by Consultant to assign any or all of its rights under this Agreement without first obtaining the City's prior written consent shall constitute a material default under this Agreement.

The sale, assignment, transfer or other disposition, on a cumulative basis, of twenty-five percent (25%) or more of the ownership interest in Consultant or twenty-five percent (25%) or more the voting control of Consultant (whether Consultant is a corporation, limited liability company, partnership, joint venture or otherwise) shall constitute an assignment for purposes of this Agreement.

Further, the involvement of Consultant or its assets in any transaction or series of transactions (by way of merger, sale, acquisition, financing, transfer, leveraged buyout or otherwise), whether or not a formal assignment or hypothecation of this Agreement or Consultant’s assets occurs, which reduces Consultant’s assets or net worth by twenty-five percent (25%) or more shall also constitute an assignment for purposes of this Agreement.

19. Subcontractors. Consultant shall provide properly skilled professional and technical personnel to perform any approved subcontracting duties. Consultant shall not engage the services of any person or persons now employed by the City without the prior written approval of City, which approval may be withheld in the City's sole and absolute discretion.

20. Integration. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes any previous oral or written agreement; provided, however, that correspondence or documents 6 exchanged between Consultant and City may be used to assist in the interpretation of the exhibits to this Agreement.

21. Amendment. This Agreement may be amended or modified only by a subsequent written amendment executed by both parties.

22. Conflicting Provisions. In the event of a conflict between the terms and conditions of this Agreement and those of any exhibit or attachment hereto, this Agreement proper shall prevail. In the event of a conflict between the terms and conditions of any two or more exhibits or attachments hereto, those prepared by the City shall prevail over those prepared by Consultant.

23. Non-Exclusivity. Notwithstanding any provision herein to the contrary, the services provided by Consultant hereunder shall be non-exclusive, and City reserves the right to employ other contractors in connection with the project.

24. Exhibits. All exhibits hereto are made a part hereof and incorporated herein by reference; provided, however, that any language in Exhibit "A" which does not pertain to the project description, proposal, or scope of services (as applicable) to be provided by Consultant, or any corresponding responsibilities of City, shall be deemed extraneous to, and not a part of, this Agreement.

25. Time of Essence. Time is of the essence of this Agreement.

26. Confidentiality. To the extent permissible under law, Consultant shall keep confidential its obligations hereunder and the information acquired during the performance of the project or services hereunder.

27. Third Parties. Nothing herein shall be interpreted as creating any rights or benefits in any third parties. For purposes hereof, transferees or assignees as permitted under this Agreement shall not be considered "third parties."

28. Governing Law and Venue. This Agreement shall be construed in accordance with the laws of the State of California without regard to principles of conflicts of law. Venue for any litigation or other action arising hereunder shall reside exclusively in the Superior Court of the County of Los Angeles, Southwest Judicial District.

29. Attorneys’ Fees. In the event either party to this Agreement brings any action to enforce or interpret this Agreement, the prevailing party in such action shall be entitled to reasonable attorneys’ fees (including expert witness fees) and costs.

This provision shall survive the termination of this Agreement.

30. Claims. Any claim by Consultant against City hereunder shall be subject to Government Code §§ 800 et seq. The claims presentation provisions of said Act are hereby modified such that the presentation of all claims hereunder to the City 7 shall be waived if not made within six (6) months after accrual of the cause of action.

31. Interpretation. Consultant acknowledges that it has had ample opportunity to seek legal advice with respect to the negotiation of this Agreement. This Agreement shall be interpreted as if drafted by both parties.

32. Warranty. In the event that any product shall be provided to the City as part of this Agreement, Consultant warrants as follows: Consultant possesses good title to the product and the right to transfer the product to City; the product shall be delivered to the City free from any security interest or other lien; the product meets all specifications contained herein; the product shall be free from material defects in materials and workmanship under normal use for a period of one (1) year from the date of delivery; and the product shall be fit for its intended purpose(s). Notwithstanding the foregoing, consumable and maintenance items such as light bulbs and batteries) shall be warranted for a period of thirty (30) days from the date of delivery. All repairs during the warranty period shall be promptly performed by Consultant, at Consultant's expense, including shipping.

Consultant shall not be liable under this warranty for an amount greater than the amount set forth in Exhibit "C" hereto.

33. Severance. Any provision of this Agreement that is found invalid or unenforceable shall be deemed severed, and all remaining provisions of this Agreement shall remain enforceable to the fullest extent permitted by law.

34. Authority. City warrants and represents that upon City Council approval, the Mayor of the City of Redondo Beach is duly authorized to enter into and execute this Agreement on behalf of City. The party signing on behalf of Consultant warrants and represents that he or she is duly authorized to enter into and execute this Agreement on behalf of Consultant, and shall be personally liable to City if he or she is not duly authorized to enter into and execute this Agreement on behalf of Consultant.

35. Waiver. The waiver by the City of any breach of any term or provision of this Agreement shall not be construed as a waiver of any subsequent breach.

SIGNATURES FOLLOW ON NEXT PAGE
8 IN WITNESS WHEREOF, the parties have executed this Agreement in Redondo Beach, California, as of this 19th day of January, 2021.

CITY OF REDONDO BEACH DIANE CLEARY
By: _______________________
William C. Brand, Mayor Name: _______________________
Title: _______________________
ATTEST: APPROVED:

Eleanor Manzano, City Clerk Diane Strickfaden, Risk Manager APPROVED AS TO FORM:

Michael W. Webb, City Attorney
Minutes Clerk

DIANE CLEARY
9 EXHIBIT "A"

SCOPE OF SERVICES
CONSULTANT’S DUTIES
Consultant shall perform the following duties.

1. As assigned by the City Clerk, attend and take minutes of all City meetings and administrative hearings.

2. Read back motions for agency consideration and decision.

3. Tape record meetings to prepare written minutes accurately.

4. Transcribe the minutes from those tape recordings or a copy thereof.

5. After the completion of the meeting, series of meetings, or administrative hearing submit the written minutes within fifteen (15) days of the meeting, unless the City Clerk provides a written extension.

6. Submit the minutes in a format approved by the City Clerk via e-mail and/or computer disk.

7. Upon City Clerk’s request, provide excerpts from any meeting within one day of the request.

CITY’S DUTIES

1. City will provide notice of any cancelled meeting within two (2) hours of the scheduled meeting.

2. City will verify the billings against the minutes of the meeting to ensure the accuracy of the invoices.
10 EXHIBIT "B"

SCHEDULE FOR COMPLETION
TERM. The term of this Agreement shall commence on January 1, 2021 and expire December 31, 2021 (“Term”), unless otherwise terminated herein. 11 EXHIBIT “ C”

COMPENSATION
Provided Consultant is not in default under this Agreement, Consultant shall be compensated as provided below.

1. AMOUNT. Consultant shall be paid an hourly rate of $35.00. Consultant shall bill to the nearest hour for transcription services. In no event shall Consultant bill for transcription that exceeds three (3) hours per one hour of meeting time.

2. METHOD OF PAYMENT. Consultant shall provide monthly invoices to City for approval and payment. Invoices must indicate the name of agency, dates of service, meeting hours, services performed, and transcription hours worked. Invoices must also be itemized, adequately detailed, based on accurate records, and in a form reasonably satisfactory to City. Consultant may be required to provide back-up material upon request.

3. SCHEDULE FOR PAYMENT. City agrees to pay Consultant within thirty (30) days of receipt of the invoice; provided, however, that the services are performed to the City’s full satisfaction.

4. NOTICE. Written notices to City and Consultant shall be given by registered or certified mail, postage prepaid and addressed to or personally served on the following parties.

Consultant. Diane Cleary
4009 Mesa Street
Torrance, CA 90505
Email: [email protected]
Fax: (310) 424-7111
City. City of Redondo Beach
The City Clerk’s Office
415 Diamond Street
Redondo Beach, CA 90277
Email: [email protected]
Attn: Eleanor Manzano, City Clerk
All notices, including notices of address changes, provided under this Agreement are deemed received on the third day after mailing if sent by registered or certified mail. Changes in the respective address set forth above may be made from time to time by any party upon written notice to the other party. 12 EXHIBIT “ D”

INSURANCE REQUIREMENTS FOR CONSULTANTS
Without limiting Consultant’s indemnification obligations under this Agreement, Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees.

Minimum Scope of Insurance
Coverage shall be at least as broad as:

Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001).

Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto).

Workers’ Compensation insurance as required by the State of California.

Employer’s Liability Insurance.

Minimum Limits of Insurance
Consultant shall maintain limits no less than:

General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. The general aggregate limit shall apply separately to this project.

Automobile Liability: $1,000,000 per accident for bodily injury and property damage.

Employer’s Liability: $1,000,000 per accident for bodily injury or disease.

Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers or (2) the Consultant shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses.
13 Other Insurance Provisions
The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:

Additional Insured Endorsement:

General Liability: The City, its officers, elected and appointed officials, employees, and volunteers shall be covered as insureds with respect to liability arising out of work performed by or on behalf of the Consultant. General liability coverage can be provided in the form of an endorsement to the Consultant’s insurance, or as a separate owner’s policy.

Automobile Liability: The City, its officers, elected and appointed officials, employees, and volunteers shall be covered as insureds with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the Consultant.

For any claims related to this project, the Consultant’s insurance coverage shall be primary insurance as respects the City, its officers, elected and appointed officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant’s insurance and shall not contribute with it.

Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City.

Each insurance policy shall be endorsed to state that the inclusion of more than one insured shall not operate to impair the rights of one insured against another insured, and the coverages afforded shall apply as though separate policies had been issued to each insured.

Each insurance policy shall be in effect prior to awarding the contract and each insurance policy or a successor policy shall be in effect for the duration of the project.

The maintenance of proper insurance coverage is a material element of the contract and failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract on the Consultant’s part.

Acceptability of Insurers
Insurance shall be placed with insurers with a current A.M. Best’s rating of no less than A:VII and which are authorized to transact insurance business in the State of California by the Department of Insurance.
14 Verification of Coverage
Consultant shall furnish the City with original certificates and amendatory endorsements effecting coverage required by this clause. The endorsements should be on the City authorized forms provided with the contract specifications. Standard ISO forms which shall be subject to City approval and amended to conform to the City’s requirements may be acceptable in lieu of City authorized forms. All certificates and endorsements shall be received and approved by the City before the contract is awarded. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications at any time.

Subcontractors
Consultant shall include all subcontractors as insured under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.

Risk Management
Consultant acknowledges that insurance underwriting standards and practices are subject to change, and the City reserves the right to make changes to these provisions in the reasonable discretion of its Risk Manager.
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SEE THE IMPORTANT PAYI\4ENT INFORMATION FORM FOR DETAILS ABOUT PAYMENT OPflONS Countersigned:

Date: 08-24-20 PALMER AGENCY
Au lh orized Representative
THIS COIUMON POLICY OECLAFATION AND lHE SUPPLEMENTAL DECLAHATION(S), TOGETHER WTH THE COI/IMON POLICY CONDITIONS, COVEFAGE PART{S), COVEFAGE FORM(S) AND FORMS AND ENDORSEI\,IENTS, IF ANY, COMPTEIE THE ABOVE NUMBEFED POLICY, Allstate lnsurance Company
By
Policy Number
t8833305
COMMON POLICY DECI.ARATIONS
Allstate lnsurance Company
275 Sanders Boad, Northbrook, lL 60062

A STOCK INSURAAICE COMPANY
lbm 1. NanEd lnsured and Mailing Address AgenfNan€ andAdd

DIANE CLEARY
4OO9 MESA ST
TORRANCE CA 90505-5309

PALMER AGENCY
5OOO E SPR]NG ST STE 390
LONG BEACH CA 908],5
lbm 2. Policy Period From: 17-07-2020 To: L7-A7-202L
at 12:01 AM., Standard TirE at your nrailing address shown above.

Itsrn 3. Business Description: TAX PREPAXATI ON AND TRANSCRIPTION SERVICES Form ol Business: INDIVIDUAL
Itsrn 4. ln return for the payment of the premium, and subiect to all the terms of this policy, we agree with you to provide the insurance as stated in this policy.

This policy consists of the following coverage parts for which a premium is indicaled. V\ihere no premium is shown, lhere is no coverage. This premium may be sublecl to adlustrnent.

CoveragE Par{s) Pr€fi*rm
ComnErcial Property Coverage Parl
ComnErcial General Liability Coverage Part
Crirne and Fidelity Coverage Part
Comrnercial lnland Marine Coverage Part
Comrnercial Auto (Business or Truckers) Coverage Pait
Comrnercial Garage Coverage Part
BUSINESSOWNERS POLICY $ 988.00
Terrorism Risk lnsurance Act Coverage
Total Policy Premium $ 988.00
lbm 5. Forms and Endorsernents
Form(s) and Endorsernent(s) made a pafl ot this policy at tirne of issue See Scheduh of Fomrs and Endcserents
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Policy Number:
64883330s
BUSINESSOWNERS POUCY DECI.ARAT0NS
Allstate lnsurance Company
Nared lnsured: DIANE CLEARY
Agenl Nane: PALMER AGENCY
Etbclive Dab: 17 - 0'7 -202A
12:01 A.M.. Standard Tirne
Described Premises:

Mortgage HokCer NanE and Addr€ss:

See Schedule o, Locations
See Sciedule Ol Mortsagees
Iti.t: Jttls{ frl. rtrfi

SECTION I- PROPERTY
Bhnket lnsurance
Blanket # Type of Property Lirit of lnsurance
Prem No.

Oplional
Oeduc'tible
Optional Revised TirE
Deduc{ible
EquiFyPnt & eakdown ProEclion Coverage
HESE DECLABATIONS ARE PART OF THE POLICY DECTAFATIONS CONTAINING THE NAME OF THE INSURED AND THE POLICY PEFiIOD.

DBCWOI 01 16 Copyright, lnsurance Services Ofiice, lnc.,20@ Allstate lnsurance ComPanY
Deduclibbs (Apply per location, per ocdrrence)
Prem No.

Property
Deduclible
Wndstorm or Hail Percentage
Deduclibb
001 $ 250 $ s00
For Addilional Deduclible lnlormalion: See Schedule ol Deductibles Addilional Co\ierages - Optimal H(rher Urdts / Exbnded Number Ol Days (Per Policy) Co\rerqe
Addilional
Prenium
Lifiit d lnsurance /
Extsnded Number o{ Days
Forqery or Albratjon
Business lncofiE - Exbn& Nun$er of Days for Ordinary
Payroll Expense
Days
ExEnded Business lnconE - Exbnded Number of Days Days
Electmk Data - lnseed Lir*t (Section I Propefi)
lnbrruptim of Cornpubr Operations - lncreased Lifiit
Mdilional Coveraqes - Optiornl Hiqher (Per Premises)
Coveraqe Prem No.

Additional
Prernium Lir t ol lnsurance
Other: See Schedule ol Additional Co\rerages - Per Prea$ses BU]]4,3
I I
Optional Coverage (Other Than EquiptEnt
Breakdorvn Pr@ction Coerage) Oeducfibb
III
I
I I
@,austate.

SECIION II - UABILITY AI.ID MEDICAL EXPENSES
Each paid claim for the Iollowing coverages reduces lhe arnount ol insurance we provide during the applicable annual period. Please reler to Seclion ll - Liatility in the Businessowners Coverage Form and any attached endorsernents, Co\rerage Limit oI lnsurance
Liability And lvledical Expenses $ 1,000,000 Per Occurrence fdedical Expenses $ 5,000 Per person
Darnage To Pr€rises Bentsd To You $ so, ooo Aly One Prenis Other Than Products i Complebd Operalions Aggregab s 2, 000.000 Products/Cqnphbd Operations Aggreg6E $ 2,000,000
lqp!g!q! Corer?ges - Applicable only if an 'X" is shown in the boxes belolv:

Coverage Limit c lnsurance
BroaderEd Coverage For Damge to Prcmises
BenEd to You
Per Occurrence
Per Occurence
Mobls - Liability fo. Guests' Property
Oplional Lin*E)
Per Occunence
Per Guest
Mobls - Lhbility for Gr6ts' Properly ln Safu
Deposit Boxes
Per Ocarrrcnce
Deduclible
Optimal Property DarEge Liability Deductibh:

OccurrcncePer Chim Per
Err:- jtt$* E
t$g+t
Forns and EndorserEnb: See Schedule of Forrs and EndorsenEnts Prerdum for this Businessomers Pdicy: $ 988.00
IIIESE
DECLAFATIONS ARE PARI OF IHE POLICY DECLABATIONS CONIAINING lHE NAME OFIHE INSURED AND THE POLICY PERIOO DB CW 01 01 16 Copyright, lnsurance Services Office, lnc., 2009 Allstate lnsurance Company
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Se[€torage Faciliti's - Custo.rEr Goods l€gd I
Lhbility (Oplional lncreased Limits) |
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Property Details
Property Coverage Limits ot lnsurance
Premises
Number
Building
Number
Type of Property
BuiHing Or Business
And Personal Property
Actual
Cash
Value ol
Building
Oplion
Y/N)
Arto
lnc-rease
Uril
7o1"
Businesg
Personal
Property -
Seasonal
lncrcase

7.)
Blanket #
ll
applicable Umit ctr lnsurancet
Building
001 001
Business Percond
Property
N 2 25 $) 4 ALA
lncludes Automatic lncrease Building and/or Business Personal Property Limit Percentage This percentage can only vary by premises, not by building.

Optional Coverages - Apdicable only if an 'X" is shou,n in lhe boxes below:

Coverage Limit oI lnsurance
Ouuod Signs Per Occurrence
Momy And Securities $
10, 000s s,000
lnside the Prenises
Outside the Prefiises
Emolovee Dishonestv Per Occurrence
EquipnEnt Brcakdown Probclion Co\rerage lncluded
Burghry And Robbery
NaYEd Peril Endorse.rEnt onty)
Money And Secrrili* (tunount included when
Burglary and Robbery Oplion is selecled)
lnside the Prernises
Oubide the Prerdses
Other ( specify): Please see the Sc+Edule ol Optional Coverages Addi$ond CoveraqEs / Coverage Exbnsion - Optional Highd (Per Chssmcaton) Co\rerage Chss Code Additional Pr€r um Llnit of lnsurance Business lnconE - Dependent Prooertks
Accounts Receivabh
Valuable Pape6 and Records
OuEoor Property
Business Persfid Property Ternporarity ln
Portabh StoragE Units
Additional Coverage - Business lnconE Frqn Dependent Properlies Secondary Dependent Properlies Yes No
Theft Limitations - Oplional Higher Limits (Per Policf) Description of Property Addilional Prefitum Limit ot lnsurance ffi
Volcanic Act Deductible:
1}IESE DECLARAIIONS ARE PART OFTHE POLICY DECLARATIONS CONTAINING THE NAI\,IE OFTHE INSURED AND THE POLICY PEFIOD DB CW (2 Ol 16 Copyright, lnsurance S€rvices Office, lnc., 2012 Company8U| 4 l Allstate lnsurance
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