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HomeMy WebLinkAboutW.G. Zimmerman Engineering, Inc. - 2021-01-19 PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND W.G.ZIMMERMAN ENGINEERING, INC. FOR TRANSPORTATION ENGINEERING STAFF SUPPORT THIS AGREEMENT ("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as "CITY," and W.G. Zimmerman Engineering, a State of California Corporation hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to provide transportation engineering staff support; and Pursuant to documentation on file in the office of the City Clerk, the provisions of the Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of professional service contracts have been complied with; and CONSULTANT has been selected to perform these services, NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows: 1. SCOPE OF SERVICES CONSULTANT shall provide all services as described in Exhibit "A," which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the "PROJECT." CONSULTANT hereby designates Dean Leonard who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. 2. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement. 21-9247/243129agree/surfnet/professionalsvcsto$49 05/19-204132 1 of 12 3. TERM: TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence on January 19 , 2021 (the "Commencement Date"). This Agreement shall automatically terminate three (3) years from the Commencement Date, unless extended or sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be completed no later than three (3) years from the Commencement Date. The time for performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT. In the event the Commencement Date precedes the Effective Date,CONSULTANT shall be bound by all terms and conditions as provided herein. 4. COMPENSATION In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B," which is attached hereto and incorporated by reference into this Agreement, a fee, including all costs and expenses, not to exceed fifteen-thousand Dollars ($15,000). 5. EXTRA WORK In the event CITY requires additional services not included in Exhibit "A" or changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such work only after receiving written authorization from CITY. Additional compensation for such extra work shall be allowed only if the prior written approval of CITY is obtained. 6. METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit "B." 21-9247/243 129agree/surfnet/professional sves to$49 05/19-204132 2 of 12 7. DISPOSITION OF PLANS, ESTIMATES AND OTHER DOCUMENTS CONSULTANT agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, data or programs, maps, memoranda, letters and other documents, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY upon expiration or termination of this Agreement or upon PROJECT completion, whichever shall occur first. These materials may be used by CITY as it sees fit. 8. HOLD HARMLESS A. CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses,judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's subcontractors,if any)negligent(or alleged negligent)performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. CONSULTANT will conduct all defense at its sole cost and expense and CITY shall approve selection of CONSULTANT's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by CONSULTANT. B. To the extent that CONSULTANT performs"Design Professional Services"within the meaning of Civil Code Section 2782.8,then the following Hold Harmless provision applies in place of subsection A above: 21-9247/243129agree/surfnet/professional svcs to$49 05/19-204132 3 of 12 "CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY and its officers, elected or appointed officials, employees, agents and volunteers, from and against any and all claims, damages, losses, expenses, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) to the extent that the claims against CONSULTANT arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT. In no event shall the cost to defend charged to CONSULTANT exceed CONSULTANT's proportionate percentage of fault. However, notwithstanding the previous sentence, in the event one or more other defendants to the claims and/or litigation is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, CONSULTANT shall meet and confer with CITY and other defendants regarding unpaid defense costs. The duty to indemnify, including the duty and the cost to defend, is limited as provided in California Civil Code Section 2782.8. C. Regardless of whether subparagraph A or B applies, CITY shall be reimbursed by CONSULTANT for all costs and attorney's fees incurred by CITY in enforcing this obligation. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by CONSULTANT. 9. PROFESSIONAL LIABILITY INSURANCE CONSULTANT shall obtain and furnish to CITY a professional liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for CONSULTANT's professional liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and in the aggregate. The above-mentioned insurance shall not contain a self-insured retention without the express written consent of CITY;however an insurance 2 1-924 7/243 1 29agree/surfnet/professional svcs to$49 05/19-204132 4 of 12 policy "deductible" of Ten Thousand Dollars ($10,000.00) or less is permitted. A claims-made policy shall be acceptable if the policy further provides that: A. The policy retroactive date coincides with or precedes the initiation of the scope of work (including subsequent policies purchased as renewals or replacements). B. CONSULTANT shall notify CITY of circumstances or incidents that might give rise to future claims. CONSULTANT will make every effort to maintain similar insurance during the required extended period of coverage following PROJECT completion. If insurance is terminated for any reason, CONSULTANT agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from work performed in connection with this Agreement. If CONSULTANT fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the CITY with required proof that insurance has been procured and is in force and paid for, the CITY shall have the right, at the CITY's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. CONSULTANT waives the right to receive compensation and agrees to indemnify the CITY for any work performed prior to approval of insurance by the CITY. 10. CERTIFICATE OF INSURANCE Prior to commencing performance of the work hereunder, CONSULTANT shall furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall: A. provide the name and policy number of each carrier and policy; 21-9247/243 129agree/surfnet/professional svcs to$49 05/19-204132 5 of 12 B. state that the policy is currently in force; and C. shall promise that such policy shall not be suspended, voided or canceled by either party,reduced in coverage or in limits except after thirty(30)days' prior written notice;however,ten(10)days' prior written notice in the event of cancellation for nonpayment of premium. CONSULTANT shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by CITY. The requirement for carrying the foregoing insurance coverage shall not derogate from CONSULTANT's defense, hold harmless and indemnification obligations as set forth in this Agreement. CITY or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. 11. INDEPENDENT CONTRACTOR CONSULTANT is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of CITY. CONSULTANT shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for CONSULTANT and its officers, agents and employees and all business licenses, if any, in connection with the PROJECT and/or the services to be performed hereunder. 12. TERMINATION OF AGREEMENT All work required hereunder shall be performed in a good and workmanlike manner. CITY may terminate CONSULTANT's services hereunder at any time with or without cause, and whether or not the PROJECT is fully complete. Any termination of this Agreement by 2 1-9247/243 1 29agree/surfnet/professional svcs to$49 05/19-204132 6 of 12 CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as provided herein. In the event of termination, all finished and unfinished documents, exhibits, report, and evidence shall, at the option of CITY, become its property and shall be promptly delivered to it by CONSULTANT. 13. ASSIGNMENT AND DELEGATION This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the prior express written consent of CITY. If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subconsultants must satisfy the insurance requirements as set forth in Sections 9 and 10 hereinabove. 14. COPYRIGHTS/PATENTS CITY shall own all rights to any patent or copyright on any work, item or material produced as a result of this Agreement. 15. CITY EMPLOYEES AND OFFICIALS CONSULTANT shall employ no CITY official nor any regular CITY employee in the work performed pursuant to this Agreement. No officer or employee of CITY shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 16. NOTICES Any notices, certificates, or other communications hereunder shall be given either by personal delivery to CONSULTANT's agent (as designated in Section 1 hereinabove) or to CITY as the situation shall warrant,or by enclosing the same in a sealed envelope,postage prepaid, and depositing the same in the United States Postal Service, to the addresses specified below. 2 1-9247/243 1 29agree/surfnet/professional svcs to$49 05/19-204132 7 of 12 CITY and CONSULTANT may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U. S. certified mail-return receipt requested: TO CITY: TO CONSULTANT: City of Huntington Beach Bill Zimmerman ATTN: Robert Stachelski W.G. Zimmerman Engineering, Inc 2000 Main Street 17011 Beach Blvd. Suite 1240 Huntington Beach, CA 92648 Huntington Beach, CA 92647 657-845-9500 17. CONSENT When CITY's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event. 18. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 19. SECTION HEADINGS The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 20. INTERPRETATION OF THIS AGREEMENT The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any 21-9247/243 129agree/surfnet/professional svcs to$49 05/19-204132 8 of 12 provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 21. DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 22. IMMIGRATION CONSULTANT shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 23. LEGAL SERVICES SUBCONTRACTING PROHIBITED CONSULTANT and CITY agree that CITY is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the 21-9247/243129agree/surfnet/professional Svcs to$49 05/19-204132 9 of 12 scope of services contemplated hereunder. CONSULTANT understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for CITY; and CITY shall not be liable for payment of any legal services expenses incurred by CONSULTANT. 24. ATTORNEY'S FEES In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the nonprevailing party. 25. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 26. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 27. SIGNATORIES Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 28. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation,and that each has had the opportunity 2 1-9247/243 1 29agree/surfnet/professional sves to$49 05/19-204132 10 of 12 to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. 29. EFFECTIVE DATE This Agreement shall be effective on the date of its approval by the City Attorney. This Agreement shall expire when terminated as provided herein. 2 1-9247/243 1 29agree/surfnet/professional svcs to$49 05/19-204132 11 of 12 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. CONSULTANT, CITY OF HUNTINGTON BEACH, a municipal corporation of the State of W.G. Zimmerman Engineering, Inc California By: " iD1&) Director/Chief V (Pursuant Tb HBMC§3.03.100) print nam(PreDid .t ITS: (circle one)Chairmanice President APPROVED AS TO FORM: AND By: mf � A'X'L� aj <� City Atto ey T print name Date ITS: (aii-cle one)Secretary/Chief Financial Officer/Asst. ( ecretary Treasurer RECEIVE AND FILE: 4� — City Clerk Date COUNTERPART 21-9247/243129agree/surfnet/professionalsvcsto$49 05/19-204132 12 of 12 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. CONSULTANT, CITY OF HUNTINGTON BEACH, a municipal corporation of the State of W.G. Zimmerman Engineering, Inc California By: Director/Chief (Pursuant To HBMC§3.03.100) print name ITS: (circle one)Chairman/President/Vice President APPROVED AS TO FORM: AND c By: w. Cn City Atto ey print name Date ITS: (circle one)Secretary/Chief Financial Officer/Asst. Secretary—Treasurer RECEIVE AND FILE: City Clerk Date COUNTERPART 21-9247/243129agree/surfnet/professionalsvcsto$49 05/19-204132 12 of 12 EXHIBIT "A" A. STATEMENT OF WORK: (Narrative of work to be performed) Provide Transportation Engineering staff support. B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: Assist staff with transportation engineering duties including, but not limited to, intersection design, signing and striping plans, traffic studies and traffic signal design C. CITY'S DUTIES AND RESPONSIBILITIES: Provide consultant with direction and the necessary information to complete tasks assigned. D. WORK PROGRAM/PROJECT SCHEDULE: Work to continue as needed for three years or until the not to exceed amount of the contract is reached. 1 Exhibit B EXHIBIT "B" Payment Schedule (Hourly Payment) A. Hourly ate CONSULTANT'S fees for such services shall be based upon the following hourly rate and cost schedule: $175/hour B. Travel Charges for time during travel are not reimbursable. C. Billing 1. All billing shall be done monthly in fifteen (15) minute increments and matched to an appropriate breakdown of the time that was taken to perform that work and who performed it. 2. Each month's bill should include a total to date. That total should provide,at a glance, the total fees and costs incurred to date for the project. 3. A copy of memoranda, letters, reports, calculations and other documentation prepared by CONSULTANT may be required to be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. 4. CONSULTANT shall submit to CITY an invoice for each monthly payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and E) For all payments include an estimate of the percentage of work completed. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non-approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought Exhibit B into compliance, or until this Agreement has expired or is terminated as provided herein. 5. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. Exhibit B A�J su ity INSURANCE AND INDEMNIFICATION WAIVER e MODIFICATION REQUEST j 1. Requested by: Risk Management 2. Date: January 11, 2021 3. Name of contractor/permittee: W G Zimmerman Engineering, Inc. 4. Description of work to be performed: Staff support—as needed 5. Value and length of contract: 2 months, $15,000 6. Waiver/modification request: Professional Liability Deductible of $15,000.00 7. Reason for request and why it should be granted: Unable to meet our requirements as our requirements only accept a maximum amount of$10,000 for Professional Liability. 8. Identify the risks to the City in approving this waiver/modification: NIA j Department He Ad Signature tt Date- APPROVALSApprovals must be obtained in the order listed on this form. Two approvals are required for a request to be granted. Approval from the City Administrator's Office is only required if Risk Management and the City Attorneys Office disagree. 1. Risk Management Approved ❑ Denied Sign6ture Date 2. City Attorney's Office Approved ❑ Denied Sign ure Date 3. City Manager's Office ❑ Approved ❑ Denied Signature Date If approved, the completed waiver/modification request is to be submitted to the City Attorney's Office along with the contract for approval. Once the contract has been approved, this form is to be filed with the Risk Management Division of Human Resources Waiver Form-WG Zimmerman 1/11/2021 5:05:00 PM i i Waiver Procedure To request a waiver,indicate here and provide a brief description( I—2 sentences)of the ; proposed work/project,its dollar value(if not a specific dollar amount,use an average,annual estimate or non-profit)and projected timeframe(per job or as-needed basis). For substantial dollar deductible/SIR amounts,a financial statement is required(Balance Sheet, Budget Reports,Dun&Bradstreet Report,etc.). Waiver Requested: P f O 1 e5S"%e%-0A Lj CNb%\ An lDe kcJ 1�tu Encroachment Permit❑ Private Property Work Permit[:] Consultant Services[ j Other: Proposed Work: S k F 11sv — �/e e A r Dollar Value: Projected Timeframe: 2- i i i 10:65AM W.G. Zimmerman Engineering, Inc, 01111/21 Balance Sheet Cash Basis As of December 31,2020 Dec 31,20 i ASSETS Current Assets Checking/Savings Cash-City National Bank-AP 2,279.06 Cash-City National Bank-AR 188,613.97 City National Bank SBA CARES LN 2.698.41 Pass Through Personal Account 3,000.00 Prior year AIR 35,588.97 William&Patty Zimmerman 4067 -1,662.75 Total Checking/Savings 230,416.66 i Accounts Receivable Accounts Receivable 27,282.94 i Total Accounts Receivable -27,282.94 Other Current Assets Loan From City National Bank -591.11 Total Other Current Assets -591.11 Total Current Assets 202,541.61 Fixed Assets Accumulated Depreciation -236,146,86 Auto Lease Deposit 22,983.77 Computers and Equlptment 6,730.42 Furniture and Equipment 252,261.19 Trucks and Auto 26,000.00 Total Fixed Assets 70,828.52 Other Assets Retentions Receivable -10,519.26 Shareholder Loan Receivable 48,180.05 Total Other Assets 37,660.79 TOTAL ASSETS 311,030.92 LIABILITIES&EQUITY Liabilities Current Liabilities Accounts Payable Accounts Payable 2,142.91 Total Accounts Payable 2,142.91 Credit Cards American Express 6,091.79 Bank of America -23.997.04 Capital One -707.82 CitiBusiness Card 529.30 City National Bank 4,326.61 City National Bank(C) 180.17 Wells Fargo -6,908.27 Total Credit Cards -20,485.36 Other Current Liabilities City National Bank-OID 1502 347.76 City National Bank DID 6007 10.00 Loan From Bank Of America 20,636.67 Loan From Shareholder 161,503.02 Total Other Current Liabilities 182,497.45 Total Current Liabilities 164,155.00 Page 1 10:55 AM W.G. Zimmerman Engineering, Inc. 01111121 Balance Sheet Cash Basis As of December 31,2020 Dec 31,20 Long Term Liabilities City National Bank Business Ln 93.645.22 Shareholders Loan Payable 89.494,02 Total Long Term Liabilities 183,139.24 1 Total Liabilities 347,294.24 Equity Common Stock 50,000.00 Retained Earnings -118,208.34 Shareholder Distributions -53,792.17 Net Income 85,737.19 Total Equity -36,263.32 TOTAL LIABILITIES&EQUITY 311,030.92 Page 2 10:65 AM W.G. Zimmerman Engineering, Inc. 01111121 Profit & Loss Cash Basis January through December 2020 Jan-Dec 20 Ordinary Income/Expense Income Engineering Income 1,330,293.69 Total Income 1,330,293.69 Gross Profit 1,330,293.69 I Expense 2016 Federal Tax Personal 9,876.00 2016 Franchise Tax 200.00 j 2017 Federal Personal Tax 5,124.00 2019 Corporation Tax Return 1,100.00 2020 Franchise Tax 800.00 401k Bond 453,53 Accounting Services 2,499.00 Automobile Expense 1,358.50 Bank Fees 691.00 BMW-Car Payment 10,626.55 Business Licenses and Permits 1,238.69 Chariable Donation 200.00 Computer and Internet Expenses 9,294.04 Conference 10.00 Copier Lease 2,197.48 Efax 186.45 Email Service 1,593.11 Employee Bonus 29,934.75 Employee Contributions 81,698.92 Franchise Tax 2020 800.00 Fuel 1,966.31 Gifts 2,435.74 Home Office 61,446.21 Insurance-Travelers 9,062.26 Insurance Expense-EPLI 3,474.72 Insurance Expense-Health 122,093.78 Insurance Expense-Prof Llab 21,749.03 Interest Expense 10,702.61 IT Consultant 3,277.50 Late Fee 124.00 Legal Advice 205.00 Marketing/Advertising 4,576.03 Meals 4,528.32 Meals and Entertainment 281.88 Membership Fees 3,450.00 Mileage Reimbursement 1,912.26 Office Expense-Alarm 1,247.50 Office Supplies 13,893.39 Outside Copy Service 43,63 Payroll ADP Fee 9,091.66 Payroll Expenses 452,776.23 Payroll Service Fee 19,234.56 Payroll Taxes 240,695.17 Per Copy Charge 245.00 Plant Service 1.768.15 Postage(outside) 195.13 Postage Lease 1,774.3B Professional Fees 549.00 Reconciliation Discrepancies 331.17 Rent Expense 131,759.74 Retirement Planning Expenses 2.716.00 Software(computer) 9,629.16 Sponsorships -475.00 Subconsultants 65,814.60 Telephone Expense 12,763.88 Travel-Airfare 474.28 Travel Expense-Alrfare 13,723.01 Pagel 10:55 AM W.G. Zimmerman Engineering, Inc. 01/11/21 Profit & Loss j Cash Basis January through December 2020 Jan-Dec 20 Travel Expense-Auto 772.07 Travel Expense-Lodging 3,945.30 Unsecured Property Tax 122.83 i Total Expense 1,384,156.50 Net Ordinary Income -53,882.81 Other Income/Expense Other Income SBA CARES LOAN 13g,600.00 Total Other Income 139,600,00 Net Other Income 139,600.00 . i Net Income 86,737.19 Page 2 j ® DATE(MM/DD/YYYY) , ACC>M V CERTIFICATE OF LIABILITY INSURANCE 12/22l2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,the policy(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 endorsements PRODUCER CONTACT NAME: Tina Norman ! Dealey, Renton&Associates. PHCIINNo. 714-427-3485 u Not:714-427 6818 600 Anton Blvd.,#100 Costa Mesa CA 92626 aI aAREss: certifleates@dealeyrenton.com INSURER(S)AFFORDING COVERAGE NAICR LE 0020739 INSURER A:Argonaut Insurance Company 19801 INSURED WGZIMME-01 INSURER B:Travelers Property Casualty Company of America 25674 W G Zimmerman Engineering,Inc. INSURER c:The Travelers Indemnity Company of Connecticut 25682 17011 Beach Blvd.,Ste. 1240 Huntington Beach CA 92647 INSURER D: INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER:1777176156 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INBR ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR TYPEOFiNSURANCE POLICY NUMBER MMIDDIYYYY MMIDDIYYYY B X COMMERCIAL GENERAL LIABILITY Y Y 68071,100372 10115/2020 10115/2021 EACHOCCURRENCE SI,000,000 DAMAGE TO CLAIMS-MADE M OCCUR PREMISES(EaE occurrence) $1,000,000 X Contractual Llab MED EXP(Any one person) $10,000 Included PERSONAL&ADV INJURY $1,000,000 GENI'LAGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $2,000,000 1 POLICY I JEC a LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: C AUTOMOBILE LIABILITY Y Y BA5429L431 AP?ROVED 1 1 10JI512021 Eat�BcN tSINGtEUMIT 51,000,000 Ix ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILYINJURY(Peraccident) S AUTOS ONLY AUTOS SYlHIRED X NON-OWNED MICHAEL G TES441 PeOacclde 3TTGE $ AUTOS ONLY AUTOS ONLY CrfY All ORNEY S B X UMBRELLALIAB X OCCUR Y Y CUP7372Y622 1 1 0I1512021 EACH OCCURRENCE 54,000,000. EXCESS UAB CLAIMS-MADE AGGREGATE $4,000,000 DED I X I RETENTION$,, $ B WORKERS COMPENSATION Y UBOK586642 311/2020 3/1/2021 X PERT FORTH AND EMPLOYERS'LIABILITY ANYPROPRIETOR/PARTHERfEXECUTiVE Y❑ NIA E.L.EACH ACCIDENT S 1,000,ODO OFFICERIMEMBEREXCLUDED9 (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 A Professional Liability 121AE000113902 6/26/2020 6/26/2021 Per Claim $2,000,000 Annual Aggregate $2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedute,maybe attached It more spaco Is required) Umbrella Liability policy is a follow-form underlying General Liability/Auto Uabllily/Employers Liability, RE:All Operations of the Named Insured City of Huntington Beach,Its officers,elected or appointed officials,employees,agents and volunteers are named as additional insureds as respects general and auto liability as required per written contract or agreement.General Liability is Primary/Non-Contributory per policy form wording. Deductible: General Liability&Auto Liability:N/A Professional Liability:$30,000 CERTIFICATE HOLDER CANCELLATION 30 Day Notice of Cancellation SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Huntington Beach 2000 Main St. AUTHORIZED REPRESENTATIVE Huntington Beach CA 92648 01988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD POLICY NUMBER 6807H190372 COMMERCIAL GENERAL LIABILITY ISSUED DATE: 12/22/2020 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Names of Additional Insured Person(s)or Organization(s): 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" r"property damage"occurs or the"personal injury"or"advertising injury"offense is committed. Location of Covered Operations: 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. (Information required to complete this Schedule, if not shown above,will be shown in the Declarations.) A. Section II—Who Is An Insured is amended to in- This insurance does not apply to"bodily injury"or clude as an additional insured the person(s) or "property damage" occurring, or "personal injury" organization(s) shown in the Schedule, but only or "advertising injury" arising out of an offense with respect to liability for"bodily injury","property committed,after: damage", "personal injury" or "advertising injury" 1. All work, including materials, parts or equip- caused, in whole or in part,by: ment furnished in connection with such work, 1. Your acts or omissions;or on the project (other than service, mainte- 2. The acts or omissions of those acting on your nance or repairs) to be performed by or on behalf; behalf of the additional insured(s) at the loca- tion of the covered operations has been com- in the performance of your ongoing operations for pleted;or the additional insured(s) at the location(s) desig- nated 2 That portion of " our work" out of which the above, p Y injury or damage arises has been put to its in- S. With respect to the insurance afforded to these tended use by any person or organization additional insureds, the following additional exclu- other than another contractor or subcontrac- sions apply: for engaged in performing operations for a principal as a part of the same project. CG D3 61 03 05 Copyright 2005 The St. Paul Travelers Companies, Inc.All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY POLICY NUMBER: 68071-1190372 ISSUED DATE: 12/22/2020 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -- OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s)Or Organization(s): i 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. Location And Description Of Completed Operations Any project to which an applicable contract described in the Name of Additional Insured Person(s)or Organization(s) section of this Schedule applies. Information required to complete this Schedule, if not shown above,will be shown in the Declarations. Section II — Who Is An Insured is amended to in- location designated and described in the schedule of clude as an additional insured the person(s) or or- this endorsement performed for that additional in- ganization(s) shown in the Schedule, but only with sured and included in the "products-completed opera- respect to liability for"bodily injury" or"property dam- tions hazard". age"caused, in whole or in part, by"your work" at the CG 20 37 07 04 ©ISO Properties, Inc., 2004 Page 1 of 1 NAMED INSURED:W G Zimmerman Engineering, Inc. COMMERCIAL GENERAL LIABILITY COVERAGE POLICY NUMBER: 68071•1190372 ADDITIONAL COVERAGES BY WRITTEN CONTRACT OR AGREEMENT This Is a summary of the coverages provided under the following forms(complete forms available): Excerpt from COMMERCIAL GENERAL LIABILITY COVERAGE (FORM #CG T1 00 0219) SECTION IV- COMMERCIAL GENERAL LIABILITY CONDITIONS 4. OTHER INSURANCE -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. Excerpt from XTEND ENDORSEMENT FOR ARCHITECTS, ENGINEERS AND SURVEYORS (FORM #CG D3 79 0219) PROVISION M. - BLANKET WAIVER OF SUBROGATION - WHEN REQUIRED BY WRITTEN CONTRACT OR AGREEMENT: If the insured has agreed in a written contract or agreement to waive that insured's right of recovery against any person or organization, we waive our right of recovery against such person or organization, but only for payments we make because of: a."Bodily injury"or"property damage"that occurs; or b."Personal and advertising injury"caused by an offense that is committed; subsequent to the signing of that contract or agreement. Page 1 BA5429L431 COMMERCIAL AUTO i THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. 1 AUTO COVERAGE PLUS ENDORSEMENT i This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE—This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to j the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights,duties, and what is and is not covered. A. BLANKET ADDITIONAL INSURED H. AUDIO, VISUAL AND DATA ELECTRONIC B. EMPLOYEE HIRED AUTO EQUIPMENT—INCREASED LIMIT C. EMPLOYEES AS INSURED I. WAIVER OF DEDUCTIBLE—GLASS ' D. SUPPLEMENTARY PAYMENTS — INCREASED J. PERSONAL PROPERTY LIMITS K. AIRBAGS E. TRAILERS—INCREASED LOAD CAPACITY L. AUTO LOAN LEASE GAP F. HIRED AUTO PHYSICAL DAMAGE M. BLANKET WAIVER OF SUBROGATION G. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES—INCREASED LIMIT A. BLANKET ADDITIONAL INSURED performing duties related to the conduct of The following is added to Paragraph A.1., Who Is your business. An Insured, of SECTION 11 —COVERED AUTOS 2, The following replaces Paragraph b. in B.5., LIABILITY COVERAGE: Other Insurance, of SECTION IV — BUSI- Any person or organization who is required under NESS AUTO CONDITIONS: a written contract or agreement between you and b. For Hired Auto Physical Damage Cover- that person or organization, that is signed and age, the following are deemed to be cov- executed by you before the "bodily injury" or ered "autos"you own: "property damage" occurs and that is in effect during the policy period, to be named as an addi- (1) Any covered "auto" you lease, hire, tional insured is an "insured" for Covered Autos rent or borrow; and Liability Coverage, but only for damages to which (2) Any covered "auto" hired or rented by this insurance applies and only to the extent that your "employee" under a contract in person or organization qualifies as an "insured" an "employee's" name, with your under the Who Is An Insured provision contained permission, while performing duties in Section I1. related to the conduct of your busi- B. EMPLOYEE HIRED AUTO ness. 1. The following is added to Paragraph A.1., However, any"auto" that is leased, hired, Who Is An Insured, of SECTION II — COV- rented or borrowed with a driver is not a ERED AUTOS LIABILITY COVERAGE: covered "auto". An "employee" of yours is an "insured" while C. EMPLOYEES AS INSURED operating a covered "auto" hired or rented The following is added to Paragraph A.1., Who Is under a contract or agreement in an "em- An Insured, of SECTION 11—COVERED AUTOS ployee's" name, with your permission, while LIABILITY COVERAGE: CA T4 20 02 15 ©2015 The Travelers Indemnity Company.AN rights reserved. Page 1 of 3 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL AUTO Any"employee"of yours is an "insured"while us- (2) An adjustment for depreciation and physical ing a covered "auto"you don't own, hire or borrow condition will be made in determining actual in your business or your personal affairs. cash value in the event of a total"loss". D. SUPPLEMENTARY PAYMENTS — INCREASED (3) If a repair or replacement results in better LIMITS than like kind or quality,we will not pay for the 1. The following replaces Paragraph A.2.a.(2)of amount of betterment. SECTION If—COVERED AUTOS LIABILITY (4) A deductible equal to the highest Physical COVERAGE: Damage deductible applicable to any owned (2) Up to $3,000 for cost of bail bonds (in- covered "auto". cluding bonds for related traffic law viola- (5) This Coverage Extension does not apply to: tions) required because of an "accident" (a) Any "auto" that is hired, rented or bor- we cover. We do not have to furnish rowed with a driver; or these bonds. 2. The following replaces Paragraph A.2.a.(4) of (b) Any "auto" that is hired, rented or bor- SECTION II—COVERED AUTOS LIABILITY rowed from your"employee". COVERAGE: G. PHYSICAL DAMAGE — TRANSPORTATION (4) All reasonable expenses incurred by the EXPENSES—INCREASED LIMIT "insured" at our request, including actual The following replaces the first sentence in Para- loss of earnings up to $500 a day be- graph A.4.a., Transportation Expenses, of cause of time off from work. SECTION Ill — PHYSICAL DAMAGE COVER- E. TRAILERS—INCREASED LOAD CAPACITY AGE: The following replaces Paragraph CA. of SEC- We will pay up to $50 per day to a maximum of TION I—COVERED AUTOS: $1,500 for temporary transportation expense in- curred by you because of the total theft of a cov- 1. "Trailers" with a load capacity of 3,000 ered"auto"of the private passenger type. pounds or less designed primarily for travel H. AUDIO, VISUAL AND DATA ELECTRONIC on public roads. EQUIPMENT—INCREASED LIMIT F. HIRED AUTO PHYSICAL DAMAGE Paragraph CA.b. of SECTION III — PHYSICAL The following is added to Paragraph A.4., Cover- DAMAGE COVERAGE is deleted. age Extensions, of SECTION III — PHYSICAL 1. WAIVER OF DEDUCTIBLE—GLASS DAMAGE COVERAGE: The following is added to Paragraph D., Deducti- Hired Auto Physical Damage Coverage ble, of SECTION III — PHYSICAL DAMAGE If hired "autos" are covered "autos" for Covered COVERAGE: Autos Liability Coverage but not covered "autos" No deductible for a covered "auto" will apply to for Physical Damage Coverage, and this policy glass damage if the glass is repaired rather than also provides Physical Damage Coverage for an replaced. owned "auto", then the Physical Damage Cover- J. PERSONAL PROPERTY age is extended to "autos" that you hire, rent or The following is added to Paragraph AA., Cover- borrow subject to the following: age Extensions, of SECTION III — PHYSICAL (1) The most we will pay for "loss" to any one DAMAGE COVERAGE: "auto" that you hire, rent or borrow is the Personal Property Coverage lesser of: We will pay up to $400 for "loss" to wearing ap- (a) $50,000; parel and other personal property which is: (b) The actual cash value of the damaged or (1) Owned by an"insured'; and stolen property as of the time of the (2) In or on your covered"auto". "loss";or This coverage only applies in the event of a total (c) The cost of repairing or replacing the theft of your covered "auto". damaged or stolen property with other No deductibles apply to Personal Property cover- property of like kind and quality. age. Page 2 of 3 O 2015 The Travelers Indemnity Company.All rights reserved. CA T4 20 02 15 Includes copyrighted material of Insurance Services Office,Inc,with its permission. COMMERCIAL AUTO I i K. AIRBAGS (2) Any: The following is added to Paragraph B.3., Exclu- (a) Overdue lease or loan payments at the sions, of SECTION III — PHYSICAL_ DAMAGE time of the"loss"; COVERAGE: (b) Financial penalties imposed under a Exclusion 3.a. does not apply to "loss" to one or lease for excessive use, abnormal wear more airbags in a covered "auto"you own that in- and tear or high mileage; flate due to a cause other than a cause of"loss" (c) Security deposits not returned by the les- set forth in Paragraphs A.1.b. and A.1.c., but only: sor; a. If that "auto" is a covered "auto"for Compre- (d) Costs for extended warranties, Credit Life hensive Coverage under this policy; Insurance, Health, Accident or Disability b. The airbags are not covered under any war- Insurance purchased with the loan or ranty; and lease; and c. The airbags were not intentionally inflated. (e) Carry-over balances from previous loans or leases. We will pay up to a maximum of $1,000 for any M. BLANKET WAIVER OF SUBROGATION one"loss". L. AUTO LOAN LEASE GAP The following replaces Paragraph A.5., Transfer Of Rights Of Recovery Against Others To Us, The following is added to Paragraph AA., Cover- of SECTION IV — BUSINESS AUTO CONDI- age Extensions, of SECTION III — PHYSICAL TIONS: DAMAGE COVERAGE: A 5. Transfer Of Rights Of Recovery Against Auto Loan Lease Gap Coverage for Private Others To Us Passenger Type Vehicles In the event of a total "loss"to a covered "auto"of We waive any right of recovery we may have the private passenger type shown in the Schedule against any person or organization to the ex- or Declarations for which Physical Damage Cov- tent required of you by a written contract exe- erage is provided, we will pay any unpaid amount cuted prior to any "accident" or "loss", pro- due on the lease or loan for such covered "auto" vided that the"accident"or"loss"arises out of less the following: the operations contemplated by such con- (1) The amount paid under the Physical Damage tract. The waiver applies only to the person or Coverage Section of the policy for that"auto"; organization designated in such contract. and CA T4 20 02 15 0 2015 The Travelers Indemnity Company,All rights reserved. Page 3 of 3 Includes copyrighted material of Insurance Services Office,Inc.with its permission. All TRAVELERS WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76( A)— POLICY NUMBER: uBOM8642 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA (BLANKET WAIVER) We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. The additional premium for this endorsement shall be % of the California workers' compensation pre- mium. Schedule Person or Organization Job Descripti h Any Person or organization for which the insured has agreed by written contract exe ted prior to loss to furnish this waiver. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) jvh;., Insurance Company Countersigned by Travelers Property Casualty Company of America DATE OF ISSUE: 12/22/2020 Page 1 of 1 ACTION BY INCORPORATOR OF W.G. ZIMMERMAN ENGINEERING, INC. The undersigned, being the sole Incorporator named in the Articles of Incorporation of W.G. Zimmerman Engineering, Inc. , does hereby adopt the following resolutions: 1 . Adoption of Bylaws. The Bylaws bearing the heading "BYLAWS OF W.G. ZIMMERMAN ENGINEERING, INC." be and the same hereby are adopted as and for the Bylaws of this corporation. A copy of such Bylaws are to be inserted in the Book of Minutes of the Corporation. 2. Election of Directors. The following person be and he hereby is elected Director of this corporation, to serve until the first annual meeting of the shareholders of the corporation and until his successor is elected and qualified or until his earlier resignation or removal, or his office is declared vacant in the manner provided in the Bylaws of the corporation: WILLIAM G. ZIMMERMAN 3. Election of Officers. The following person be and he hereby is elected as officer of this corporation, to hold the office or offices set forth opposite his respective name until the first meeting of the Board of Directors following the next annual meeting of shareholders of this corporation and until his respective successors are elected and qualified, or until his earlier resignation or removal, and such officer shall serve at the pleasure of the Board of Directors of this corporation: NAME OFFICE William G. Zimmerman President, Secretary, and Chief Financial Officer Dated: May 20, 1999 Sole Incorpora or William G. ''Zilerman PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND W.G. ZIMMERMAN ENGINEERING, INC FOR TRANSPORTATION ENGINEERING STAFF SUPPORT Table of Contents 1 Scope of Services................................................................................................................ 1 2 City Staff Assistance...........................................................................................................2 3 Term; Time of Performance................................................................................................2 4 Compensation......................................................................................................................2 5 Extra Work..........................................................................................................................2 6 Method of Payment.............................................................................................................3 7 Disposition of Plans,Estimates and Other Documents.......................................................3 8 Hold Harmless.....................................................................................................................3 9 Professional Liability Insurance ..............................................................................4 10 Certificate of Insurance.......................................................................................................5 11 Independent Contractor.......................................................................................................6 12 Termination of Agreement..................................................................................................6 13 Assignment and Delegation..................................................................................................6 14 Copyrights/Patents ..............................................................................................................7 15 City Employees and Officials..............................................................................................7 16 Notices... .................................................................................................................7 17 Consent................................................................................................................................8 18 Modification........................................................................................................................8 19 Section Headings................................................................................................................. 8 20 Interpretation of this Agreement.........................................................................................8 21 Duplicate Original...............................................................................................................9 22 Immigration..........................................................................................................................9 23 Legal Services Subcontracting Prohibited ...........................................................................9 24 Attorney's Fees..................................................................................................................... 10 25 Survival ................................................................................................................................ 10 26 Governing Law..................................................................................................................... 10 27 Signatories............................................................................................................................ 10 28 Entirety................................................................................................................................. 10 29 Effective Date.................................................................................I I