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HomeMy Public PortalAboutC-20-011 - Animal Pest Management Services, Inc., Pest Control ServicesCONTRACT SERVICES AGREEMENT By and Between CITY OF CARSON and Animal Pest Management Services, Inc. AGREEMENT FOR CONTRACT SERVICES BETWEEN THE CITY OF CARSON AND ANIMAL PEST MANAGEMENT SERVICES, INC. THIS AGREEMENT FO ONT CT SERVICES (herein "Agreement") is made and entered into this day of ( 2020 by and between the CITY OF CARSON, a California municipal corporation ("Cit ') and Animal Pest Management Services, Inc., a California Corporation ("Consultant"). City and Consultant are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the "Parties." NOW, THEREFORE, the parties hereto agree as follows: 1. SERVICES OF CONSULTANT 1.1 Scope -of Services. In compliance with all of the terms and conditions of this Agreement, the Consultant shall perform the work or services set forth in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by reference. Consultant warrants that it has the experience and ability to perform all work and services required hereunder and that it shall diligently perform such work and services in a professional and satisfactory manner. 1.2 Compliance With Law. All work and services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency of competent jurisdiction. 1.3 Licenses, Permits, Fees and Assessments. Consultant shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the services required by the Agreement. 1.4 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit "B" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit "B" and any other provisions of this Agreement, the provisions of Exhibit "B" shall govern. 2. COMPENSATION 2.1 Contract Sum. For the services rendered pursuant to this Agreement, Consultant shall be compensated in accordance with the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference, but not exceeding the maximum contract amount of Four Thousand Nine Hundred Ninety -Nine Dollars ($4,999.00) ("Contract Sum"). 2.2 Invoices. Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City's Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall 01007 00011625832 3 detail charges for all necessary and actual expenses by the following categories: labor (by sub- category), travel, materials, equipment, supplies, and subcontractor contracts. Subcontractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person. City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, City will use its best efforts to cause Consultant to be paid within forty five (45) days of receipt of Consultant's correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by the City of any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. 2.3 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertakerl unless a written order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual cost of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to ten percent (10%) of the Contract Sum but not exceeding a total contract amount of Five Thousand Dollars ($5,000) or in the time to perform of up to ninety (90) days may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. No claim for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed. 3. PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit "D" and incorporated herein by this reference. When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding thirty (30) days cumulatively. 3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall 01007.0001/625832.3 -2- ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of the Agreement pursuant to this Section. 3.4 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) year from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit "D"). 4. COORDINATION OF WORK 4.1 Representative of Consultant. Dan Fox, President, is hereby designated as being the representative of Consultant authorized to act on its behalf with respect to the work and services specified herein and make all decisions in connection therewith. All personnel of Consultant and any authorized agents shall be under the exclusive direction of the representative of Consultant. Consultant shall utilize only competent personnel to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant's staff and subcontractors, and shall keep City informed of any changes. 4.2 Contract Officer. John Martinez, Parks Supervisor, or such person as may be designated by the City Manager, is hereby designated as being the representative the City authorized to act on its behalf with respect to the work and services specified herein and to make all decisions in connection therewith ("Contract Officer"). 4.3 Prohibition Against Subcontracting or Assignment. Consultant shall not contract with any entity to perform in whole or in part the work or services required hereunder without the express written approval of the City. Neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Any such prohibited assignment or transfer shall be void. 4.4 Independent Consultant. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth. Consultant shall perform all services required herein as an independent contractor of City with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City, or that it is a member of a joint enterprise with City. 5. INSURANCE AND INDEMNIFICATION 5.1 Insurance Coverages. The Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of City: 01007.0001/625832.3 -3- (a) Commercial General Liability Insurance (Occurrence Form CG0001 or equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, either the general aggregate limit shall apply separately to this contract/location, or the general aggregate limit shall be twice the occurrence limit. (b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Consultant against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Consultant in the course of carrying out the work or services contemplated in this Agreement. (c) Automotive Insurance (Form CA 0001 (Ed 1/87) including "any auto" and endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount not less than either (i) bodily injury liability limits of $100,000 per person and $300,000 per occurrence and property damage liability limits of $150,000 per occurrence or (ii) combined single limit liability of $1,000,000. Said policy shall include coverage for owned, non -owned, leased, hired cars, and any other automobile. (d) Professional Liability. Professional liability insurance appropriate to the Consultant's profession. This coverage may be written on a "claims made" basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of Consultant's services or the termination of this Agreement. During this additional 5 -year period, Consultant shall annually and upon request of the City submit written evidence of this continuous coverage. (e) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit `B". (f) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 5.2 General Insurance Requirements. All of the above policies of insurance shall be primary insurance and shall name the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers, employees or agents may apply in excess of, and not contribute with Consultant's insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. The insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self-insured retention. All of said policies of insurance shall provide that said insurance may not be amended 01007.0001/625832.3 -4- or cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of insurance are cancelled, the Consultant shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Consultant has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of and endorsement to all required insurance policies at any time. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City. The insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the City's Risk Manager or other designee of the City due to unique circumstances. 5.3 Indemnification. To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents ("Indemnified Parties") against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, invitees, or any individual or entity for which Consultant is legally liable ("indemnitors"), or arising from Consultant's or indemnitors' reckless or willful misconduct, or arising from Consultant's or indemnitors' negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, except claims or liabilities occurring as a result of City's sole negligence or willful acts or omissions. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement. 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION 6.1 Records. Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the "books and records"), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services and shall keep such records for a period of three years following completion of the services hereunder. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. 6.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement or as the Contract Officer shall require. 01007.0001/625832.3 -5- 6.3 Confidentiality and Release of Information. (a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than the City without prior written authorization from the Contract Officer. (b) Consultant shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives the City notice of such court order or subpoena. (c) If Consultant provides any information or work product in violation of this Agreement, then the City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney's fees, caused by or incurred as a result of Consultant's conduct. (d) Consultant shall promptly notify the City should Consultant be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder. The City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with the City and to provide the City with the opportunity to review any response to discovery requests provided by Consultant. 6.4 Ownership of Documents. All studies, surveys, data, notes, computer files, reports, records, drawings, specifications, maps, designs, photographs, documents and other materials (the "documents and materials") prepared by Consultant in the performance of this Agreement shall be the property of the City and shall be delivered to the City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by the City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Moreover, Consultant with respect to any documents and materials that may qualify as "works made for hire" as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed "works made for hire" for the City. 7. ENFORCEMENT OF AGREEMENT AND TERMINATION 7.1 California Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California. 01007.0001/625832.3 -6- 7.2 Disputes; Default. In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. 7.3 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et. seq. and 910 et. seq., in order to pursue any legal action under this Agreement. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 7.4 Termination Prior to Expiration of Term. This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days' written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days' written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder, but not exceeding the compensation provided therefore in the Schedule of Compensation Exhibit "C". In the event of termination without cause pursuant to this Section, the terminating party need not provide the non -terminating party with the opportunity to cure pursuant to Section 7.2. 7.5 Termination for Default of Consultant. If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for 01007.0001/625832.3 -7- completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 8. MISCELLANEOUS 8.1 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry, or other protected class in the performance of this Agreement. Consultant shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry, or other protected class 8.2 Non -liability of City Officers and Employ. No officer or employee of the City shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by the City or for any amount, which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 8.3 Notice. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Carson, 701 East Carson, Carson, California 90745 and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section. 8.4 Integration; Amendment. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 8.5 Severability. In the event that part of this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining portions of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 8.6 Waiver. No delay or omission in the exercise of any right or remedy by non -defaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in 01007.0001/625832.3 -8- writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 8.7 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which any be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees, whether or not the matter proceeds to judgment. 8.8 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 8.9 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 8.10 Warranty & Representation of Non -Collusion. No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of "financial interest" shall be consistent with State law and shall not include interests found to be "remote" or "noninterests" pursuant to Government Code Sections 1091 or 1091.5. Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect. Consultant's Authorized Initials D r- 8.11 8.11 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. 01007.0001/625832.3 -9- [Signatures on the following page.] 01007.0001/625832.3 -10- IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first -above written. WYNDER, LLP CITY: CITY OF SO nicipal rporation Sharon Landers, City Manager CONSULTANT: ANIMAL PEST MANAGEMENT SERVICES, INC., a California Corporation By: z__ Name: Dan Fox Title: President By: Name: Dan Fox Title: CFO/Treasurer Address: 13655 Redwood Court Chino, CA 91710 Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY. 01007.0001/625832.3 -11- CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of � Cn Oerrar,� i n c) On Aamar \ a3 ^ "? before me, 1Sq T. —Fur, er, A)34-0 r ate Here Insert Name and Title of the Officer personally appeared C)oY , Fi_�x Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. *my MELISAJ.TURNER WITNESS my hand and official seal. Notary Public - California 7/ San Bernardino CountyCommission # 2212189 Signature a Comm. Expires Aug 31, 2021 Sig ure of Notary Public Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: ) I _ 1 -- ) q Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: D�,"1 �o�C Tei�_orporate Officer — Title(s): )aerl ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: AYliq-4 Ve!°S M6fW6erYmPn r SPrd,[eS, nY. Signer's Name: bh T�x, P'Lorporate Officer — Title(s): 'TreaSUf'r r— ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representiv: rf v -nn I!} t.,n - .1 a.1 -1 a r < o,-, i I', o -r---/7 02016 National Notary Association - www.Nationa]Notary.org • 1 -800 -US NOTARY (1-800-876-6827) Item #5907 4s CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES On , 2020 before me, , personally appeared , proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form CAPACITY CLAIMED BY SIGNER ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) 01007.0001/625832.3 DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES On , 2020 before me, , personally appeared , proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form CAPACITY CLAIMED BY SIGNER ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) 01007.0001/625832.3 DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE EXHIBIT "A" SCOPE OF SERVICES I. Consultant will perform the following Services: A. Services. 1. Inspections. a. Consultant shall make at least one preventative maintenance/service visit, consisting of inspection and treatment (each, a "service visit"), to each City facility listed in subsection (C) below (collectively, the "facilities," or each, a "facility") each month, except as otherwise provided herein. b. Within 15 days from the effective date of this Agreement, Contractor shall furnish the Contract Officer with a monthly schedule of services, including dates and times for all required and anticipated service visits, for all facilities. The schedule of services shall be subject to approval of the Contract Officer, and shall be maintained and updated by Consultant as necessary, subject to Contract Officer approval. C. During each service visit, the Consultant's service technician shall conduct a thorough inspection -of the subject facility, shall treat the facility in accordance with this Agreement, and shall prepare a service report which includes, without limitation, notations of: (i) areas of active infestation; and (ii) areas of potential infestation and problems. 2. Treatment. a. Consultant shall take all actions deemed necessary based on the service visit, subject to this Agreement and applicable laws, rules, and regulations, to render complete, preventative and corrective insect, rodent, or other animal abatement treatments, and to provide complete avian control procedures via removal methods. b. All pesticide applications under this Agreement shall be performed by licensed applicators, or duly authorized persons acting under their direct supervision. C. Additional (i.e. not pursuant to a scheduled service visit) pesticide applications, trap installations, bait station installations, rodent removals, or other pest control or abatement procedures, when deemed necessary and requested by the Contract Officer, shall be performed within 48 hours of the request from the Contract 01007.0001/625832.3 A-1 3. 9 01007.0001/625832.3 Officer, at no additional charge. Consultant shall prepare service and inspection reports for such activities in accordance with Section H of this Exhibit and as directed by the Contract Officer. Insect Control a. Insects which shall be controlled/abated by Consultant pursuant to this Agreement include, but are not limited to, all types of roaches, beetles, flies, crickets and other hoppers, ants (all species), sow bugs, earwigs, silverfish, moths (and other flying pests), weevils (and other food pests), mosquitos, and/or similar insects. b. Control Methods may include any of the following, as deemed necessary and appropriate by Consultant: i. Application of liquid residual insecticides to cracks and crevices where pests breed and harbor. ii. Application of liquid residual insecticides as a spot treatment where pests are found. iii. Application of insecticide dusts to voids or concealed areas. iv. Use of baits where necessary. V. Application of liquid insecticides or repellents around trash cans, trash receptacles, trash dumpsters and trash enclosures for flies or other nuisance insect infestations. Rodent, Avian, or other Vertebrate Pest Control a. Consultant shall inspect all facilities at least monthly for signs of rodent, avian, or other animal (e.g., mole) activity or infestation. b. When rodent or other animal activity is found, control measures will be applied and increased in the areas of activity. C. When rodent or other animal activity is found or suspected, tracking powder may be used in tracking powder stations or concealed voids. d. Snap traps (baited or with expanded trigger) will be used in areas where such traps will not present a hazard to members of the public or City employees. i. Glue stations may be used in lieu of snap traps in areas where such a hazard to may exist. Note: Use of glue traps must be approved in advance by the Contract Officer. e. Notwithstanding any other provision of this Agreement, Consultant shall check and maintain all traps, including removing all rodents from them, on a weekly basis (or a more frequent basis as deemed necessary by the Contract Officer) when there has been evidence of rodent or other animal infestation within the past seven days, and Consultant shall maintain the increased pest control activity until the rodent or other animal activity is no longer evident in the area. Consultant shall submit additional service and inspection reports relating to such activity in accordance with Section H of this Exhibit and as directed by the Contract Officer. L Bait stations may be used in unoccupied storage facilities, stand- alone trash enclosures and stand-alone restrooms, but shall not be used in continuously occupied buildings without prior approval of the Contract Officer. Bait stations must be tamper proof. Consultant shall clean and legally dispose of any and all spilled bait immediately. g. When avian activity is found in a facility, the bird(s) or other avian activity (e.g. eggs, nests) shall be removed from the facility without being harmed. h. Gopher, Mole and Vole Control Procedures. Contractor shall utilize one or more of the following control methods, as directed by the Contract Officer and in accordance with all applicable laws, rules and regulations, with respect to control of gophers, moles and voles: i. The use of Carbon Dioxide (CO2). Consultant shall follow manufacturer instructions. ii. The use of traps, particularly Gopher Hawks and Maccabee Traps. Consultant shall follow manufacturer instructions. iii. The use of Carbon Monoxide (CO). Consultant shall follow manufacturer instructions. iv. The use of organic repellent throughout the City to control gophers and voles. V. The use of synthetic rodent bait or Aluminum phosphide throughout the City to control gopher populations. This work is subject to prior approval by the Contract Officer. 01007.0001/625832.3 After treatment of rodent tunnels, all existing mounds shall be knocked down flush with existing grades. Excess soil shall be removed from hardscapes (i.e., sidewalks, curbs and gutters) and soil neatly returned to the landscape. B. On -Call Services. Consultant will perform the following services on an on- call basis: 1. Bee, Wasp and Hornet Removal a. Removal of bee, wasp, or hornet nests, or other stinging insect nests, from the facilities, as directed by the Contract Officer and in accordance with subsection (2), below. 2. Consultant must perform all On -Call Services in compliance with the following requirements: a. Each task (e.g., removal of a nest) shall be indicated by a written request produced by the Contract Officer with a description of the work to be performed, and the time desired for completion. All tasks shall be carried out in conformity with all provisions of this Agreement. b. Consultant must prepare a written description of the requested task(s), including: all components and subtasks; the costs to perform the task ("Task Budget"), using the itemized fees in Section II of Exhibit C, and explaining how the cost was determined; and, a schedule for completion of the task ("Task Completion Date"); which shall all collectively be referred to as the "Task Proposal". C. Contract Officer shall in writing approve, modify or reject the Task Proposal, and may issue a Notice to Proceed. d. The task shall be performed at a cost not to exceed the Task Budget. e. Consultant shall complete the task and deliver all deliverables to Contract Officer by the Task Completion Date. C. Locations. The service area for all Services and On -Call Services includes the following City facilities located within the City of Carson: CITY FACILITIES (entire facility unless otherwise indicated) 1 City Hall 1701 E. Carson St. 2 Community Center 1801 E. Carson St. 01007.0001/625832.3 3 Anderson Park 19101 Wilmington Ave. 4 Calas Park 1000 E. 220" St. 5 Carriage Crest Park 23800 S. Figueroa St. 6 Carson Park 21411 S. Orrick Ave. 7 Del Amo Park 703 E. Del Amo Blvd 8 Dolphin Park 21205 S. Water St. 9 Dominguez Park 21330 Santa Fe Ave. 10 Friendship Mini-Park 21930 S. Water St. 11 Hemingway Park 700 E. Gardena Blvd 12 Mills Park 1340 E. Dimondale Dr. 13 Perry Street Mini-Park 2151 & Perry St. 14 Reflections Mini-Park 21208 Shearer St. 15 Foisia Park 23410 Catskill Ave. 16 Stevenson Park 17400 Lysander Dr. 17 Veterans Park 22400 Moneta Ave. 18 Walnut Mini-Park 440 E. Walnut St. II. In addition to the requirements of Section 6.2, during performance of the Services, Consultant will keep the City updated of the status of performance by delivering the following status reports: A. Monthly schedule of service visits for all facilities, sufficiently in advance as deemed necessary by the Contract Officer. B. Service and inspection reports for each service visit, and for all additional inspections/control procedures as specified herein, including, without limitation, notations of: (i) areas of active infestation; and (ii) areas of potential infestation and problems. Consultant shall also provide City with recommendations for preventative measures as necessary and appropriate in its professional judgment. III. All work product is subject to review and acceptance by the City, and must be revised by the Consultant without additional charge to the City until found satisfactory and accepted by City. IV. Consultant will utilize the following personnel to accomplish the Services: A. Brent Sherman B. Ron Moore C. Kristopher Porter D. William Watson E. Martin Pina 01007.0001/625832.3 EXHIBIT `B" SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) I. Section 3.4, Term, is amended to read in its entirety as follows (additions shown in bold italics, deletions in str-ikethfengh): "3.4 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding June 30, 2020 one (1) year- fFefn the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit "D")." 01007.0001/625832.3 B-1 EXHIBIT "C" SCHEDULE OF COMPENSATION I. Consultant shall perform the Services, with the exception of the On -Call Services, for a flat monthly rate of $700, with the remaining amounts available for On -Call Services, as follows: RATE TIME A. Task A $700/month -5 months (Services, exclusive of On - Call Services) B. Task B (On -Call On -Call Rates Task -by -Task Services) (see Section II) basis II. On -Call Services shall be performed at the following rates: A. Nest located up to 1St Story Height - $150 per nest B. Nest located 1St - 2°d Story Height - $250 per nest C. Nest located 3rd Story Height or above - $350 per nest. SUB -BUDGET $3,500 $1,499 For purposes of this section, the height of a story is presumed to be 15 feet, unless different for an actual building on/in which a nest is located. III. Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task subbudget to another so long as the Contract Sum is not exceeded per Section .2.1, unless Additional Services are approved per Section 2.3. IV. The City will compensate Consultant for the Services performed upon submission of a valid invoice, in accordance with Section 2.2. Each invoice is to include: A. B. C. D. 01007.0001/625832.3 Line items for all the work performed, the number of hours worked, and the hourly rate. Line items for all materials and equipment properly charged to the Services. Line items for all other approved reimbursable expenses claimed, with supporting documentation. Line items for any approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services. C-1 V. The total compensation for the Services shall not exceed $4,999, as provided in Section 2.1 of this Agreement. 01007.0001/625832.3 I. II. IV. EXHIBIT "D" SCHEDULE OF PERFORMANCE Consultant shall perform all Services (exclusive of On -Call Services) timely in accordance with the following schedule: A. Task A (Services, exclusive of On - Call Services) Days to Perform Monthly Service Visits in accordance with Monthly Schedule of Services pursuant to Sections I.A.1 and II.A of Exhibit A, except as otherwise provided in Section I.A.4 of Exh. A. Deadline Date N/A (ongoing) Consultant shall perform all On -Call Services on an on-call basis as set forth in Section I.B of Exhibit A. Consultant shall deliver the following tangible work products to the City by the following dates. A. Monthly Schedule of Services - sufficiently in advance of services as deemed necessary by Contract Officer. B. Service and inspection reports — upon conclusion of service visit or inspection, or within 24 hours of same. The Contract Officer may approve extensions for performance of the Services in accordance with Section 3.2. D-1 01007.0001/625832.3 0 9 a F W. EVE 07 ANIMA -1 ' 'r INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS DATE/Y)CERTIFICATE 01/28/2020 -2"� OF LIABILITY INSURANCE 1 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 endorsement(s). PRODUCER 949-365-5159 BrakkeSchafnitz Ins. Brokers License #OK07568 NRMEACT Wendy A. Martin PHONE 949-365-5159 FAX 949-313-3357 (AIC, No, Ext): (AIC, No): 28202 Cabot Road, Suite 600 Laguna Niguel, CA 92677-1251 AEDoARILESs: wendy.martin@si6.us 61GLO12961191 11/19/2019 INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Everest Indemnity Ins. Co. 110851 DAMAGE TORENTEDn $ 100,000 PREMISES (Ea occurre INSURED Animal Pest Management Service INSURER B: Everest Denali Insurance Co 16044 Services, Inc. 13655 Redwood Court INSURER C: Everest National Insurance Co. 10120 INSURER D: Chino, CA 91710 INSURER E: INSURER F; PERSONAL &ADV INJURY $ 1,000,000 COVERAGES CERTIFICATE NUMBER- RFVI.RION NUMRFP: 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. 1NSR LTRTYPE OF INSURANCE ADDL SUB DI POLICY NUMBER POLICY EFF 14204% POLICY EXP LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE a OCCUR Y y 61GLO12961191 11/19/2019 11/19/2020 EACH OCCURRENCE $ 1,000,000 DAMAGE TORENTEDn $ 100,000 PREMISES (Ea occurre MED EXP (Any oneperson) $ 5,000 PERSONAL &ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PPOLICY ❑X JECOT E-1 LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMPIOP AGG $ 2,000,000 IDed a/clm $ 10,000 OTHER: B AUTOMOBILE LIABILITY COMBINEll SINGLE LIMIT $ 1,000,000 BODILY INJURY Perperson) $ X ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS Y Y 51CAD00182191 11/19/2019 11/19/2020 BODILY INJURY Per accident $ PROPERTY DAMAGE Peraccidenl $ X HIRED NON -,S NED AUTOS ONLY X AUTOS ONLY $ A X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,000 EXCESS LIAB CLAIMS -MADE 51CCO04666191 11/19/2019 11/19/2020 AGGREGATE $ 5,000,000 DED X RETENTION $ 10000 $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y! N ANY PROPRIETOR/PARTNER/EXECUTNE OFFICERIMEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N / A Y 5300003278191 11/19/2019 11/19/2020 X PER OTH- T ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE -POLICY LIMIT $ 1,000,000 B Pollution Liab 51GLO12961191 11/19/2019 11/19/2020 Each Occ 1,000,000 Transportation Cov Aggregate 2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 161, Additional Remarks Schedule, may be attached if more space is required) Additional Insured City of Carson, its elected and appointed officers, employees, volunteers and agents as per attached blanket additional insured endorsement(s) ECG205960412, Primary ECG245200805,Waiver of Transfer of Rights EC13245220402, Auto Enhancement Endt ECA045060414, WC Waiver of Transfer of Rights WC040306. CITYCAR City of Carson 701 E Carson Street Carson, CA 90749 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY ECG 20 599 05 09 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS -AUTOMATIC STATUS WHEN REQUIRED IN WRITTEN CONTRACT OR AGREEMENT WITH YOU - INCLUDING COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Section II — Who Is An Insured is amended to include as an additional insured any person or organization for whom you are performing opera- tions, but only when you and such person or or- ganization have agreed in writing in a contract or agreement prior to the commencement of such operations that such person or organization be added as an additional insured on your policy. Such person or organization is an additional in- sured only with respect to liability for "bodily in- jury', "property damage" or "personal and adver- tising injury' but only to the extent caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of "your work" for an addi- tional insured. B. The insurance afforded to an additional insured shall only include the insurance required by the terms of the written agreement and shall not be broader than the coverage provided within the terms of the Coverage Part. C. The Limits of Insurance afforded to an additional insured shall be the lesser of the following: 1. The Limits of Insurance required by the writ- ten agreement between the parties; or 2. The Limits of Insurance provided by this Cov- erage Part. D. With respect to the insurance afforded to an additional insured, the following additional exclu- sions apply: This insurance does not apply to: 1. "Bodily injury', "property damage" or "personal and advertising injury" arising out of any act or omission of an additional insured or any of its employees. 2. 'Bodily injury', "property damage" or "personal and advertising injury' arising out of the ren- dering of, or the failure to render, any archi- tectural, engineering or surveying services, including: (a) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifica- tions; or (b) Supervisory, inspection, architectural or engineering activities. 3. 'Bodily injury', "property damage" or "personal and advertising injury' arising out of any con- struction projects that are part of a consoli- dated (wrap-up) insurance program. This ex- clusion also applies to any: (a) Work or operations performed; or (b) Materials, parts or equipment furnished; in connection with such wrap-up construction projects, regardless of whether they are per- formed or furnished at the location of the wrap-up construction project or anywhere else. ECG 20 599 05 09 Copyright, Everest Reinsurance Company 2009 Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., used with its permission. COMMERCIAL GENERAL LIABILITY ECG 24 520 08 05 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDMENT - OTHER INSURANCE (PRIMARY NONCONTRIBUTORY) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Condition 4. Other Insurance of SECTION IV COMMERCIAL GENERAL LIABILITY CONDITIONS is replaced by the following: a. Primary Insurance This insurance is primary except when b. below applies. If this insurance is primary, our obliga- tions are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method de- scribed in c. below, except that we will not seek contribution from any party with whom you have agreed in a written contract or agreement that this insurance will be primary and noncontribu- tory, if the written contract or agreement was made prior to the subject "occurrence" or of- fense. b. Excess Insurance This insurance is excess over: (1) Any of the other insurance, whether prima- ry, excess, contingent or on any other basis: (a) That is Fire, Extended Coverage, Build- er's Risk. Installation Risk or similar coverage for "your work'; (b) That is Fire insurance for premises rented to you or temporarily occupied by you with permission of the owner; (c) That is insurance purchased by you to cover your liability as a tenant for "prop- erty damage" to premises rented to you or temporarily occupied by you with permission of the owner; or (d) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I — Coverage A — Bodily Injury And Property Damage Liability. (2) Any other primary insurance available to you covering liability for damages arising out of the premises or operations, or the products and completed operations, for which you have been added as an addition- al insured by attachment of an endorse- ment. When this insurance is excess, we will have no duty under Coverages A or B to defend the in- sured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other in- surance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insur- ance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self-insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method al- so. Under this approach each insurer contrib- utes equal amounts until it has paid its applica- ble limit of insurance or none of the loss remains, whichever comes first. ECG 24 520 08 05 Includes copyrighted material of Insurance Services Office, Inc., Page 1 of 2 E3 with its permission. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this meth- od, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. ECG 24 520 08 05 Includes copyrighted material of Insurance Services Office, Inc. Page 2 of 2 Used with its permission. COMMERCIAL GENERAL LIABILITY ECG 24 522 04 02 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: Blanket Where Required by Written Contract; (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) The TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Condition (Section IV — COMMERCIAL GENERAL LIABILITY CONDITIONS) is amended by the addition of the following: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your operations or "your work" done under a written agreement that requires you to waive your rights of recovery. The written agreement must be made prior to the date of the 'occurrence". This waiver applies only to the person or organization shown in the Schedule above. ECG 24 522 04 02 Includes copyrighted material of Insurance Services Office, Page 1 of 1 Inc., with its permission. COMMERCIAL AUTO ECA 04 506 02 14 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTO ENHANCEMENT ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM The following is a summary of the Limits of Insurance and additional coverage provided by this endorse- ment. For complete details on specific coverage, please refer to policy language in this endorsement and the underlying Business Auto Coverage Form. Coverage Applicable Enhancement Subsidiaries As Insureds Broadened Newly Acquired Organizations As Insureds Broadened Blanket Additional Insureds Broadened Employees As Insureds(Non-Ownership) Broadened Supplementary Payments — Bail Bonds $3,000 Limit Supplementary Payments — Loss Of Earnings $1,000 per day Fellow Employee Bodily Injury Broadened Towing Coverage — All Covered Autos Broadened Glass Breakage Coverage — Waiver of Deductible Broadened Loss of Use Expenses $50 per day $1,000 Limit Stolen Vehicle Extra Expense Broadened Airbag Discharge Broadened Electronic Equipment Permanent) Installed Broadened Single Deductible Provision Broadened Notice To Company Broadened Blanket Waiver Of Subrogation Broadened Unintentional Failure To Disclose Hazards Broadened Bodily Injury Includes Mental Anguish Broadened Coverage Territory Extension - Mexico Broadened ECA 04 506 02 14 Copyright, Everest Reinsurance Company, 2014 Page 1 of 4 ❑ Includes copyrighted material of Insurance Services Office, Inc. used with its permission. INSURED COPY A. Who Is An Insured The following is added to Paragraph A.I. of Sec- tion II — Covered Autos Liability Coverage: d. Any: (1) Subsidiary which is a legally incorporated entity of which you own greater than 50% interest in the voting stock on the effective date of this Coverage Form. However, the insurance afforded by this provision does not apply to any subsidiary that is an "in- sured" under any other automobile liability policy, or would be an "insured" under such policy but for the termination of such policy or the exhaustion of such policy's limits of insurance. (2) Organization you newly acquire or form, and over which you maintain majority inter- est. The coverage afforded by this provision: (a) Is effective on the acquisition date, and is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; (b) Does not apply to "bodily injury" or "property damage" resulting from an "accident" that occurred before you ac- quired or formed the organization; and (c) Does not include any newly acquired or formed organization that is: (i) A joint venture or partnership; or (ii) An "insured" under any other auto- mobile liability policy or would be an "insured" under such policy but for the termination of such policy or the exhaustion of such policy's limits of insurance. e. Any person, organization or governmental entity with respect to the operation, mainte- nance, or use of a covered "auto" if you are re- quired to add such person, organization or governmental entity to this policy as an addi- tional insured in order to comply with the terms of a written "insured contract" or written agreement. This does not apply when such contract or agreement: (1) Involves the owner or anyone else from whom you hire or borrow a covered "auto" unless it is a "trailer" connected to a cov- ered "auto" you own; or (2) Is executed after the date of loss. Paragraph e.(2) does not apply if (1) The terms and conditions of the written "insured contract` had been agreed upon prior to the "accident' or 'loss"; and (2) You can definitively establish that the terms and conditions of the written "insured con- tract" ultimately executed are the same as those which had been agreed upon prior to the "accident" or "loss". f. Any of your "employees" while using a covered "auto" in your business or your personal affairs, provided you do not own, hire or borrow that "auto". B. Coverage Extensions - Supplementary Payments Paragraphs A.2.a.(2) and A.2.a.(4) of Section it — Covered Autos Liability Coverage are replaced by the following: (2) Up to $3,000 for cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the "in- sured" at our request, including actual loss of earnings up to $1,000 a day because of time off from work. C. Fellow Employee The following exception is added to exclusion 5. Fellow Employee under paragraph B. Exclu- sions of Section II — Covered Autos Liability Coverage: This exclusion does not apply if the "bodily injury" results from the use of a "covered auto" you own or hire. The coverage provided under this excep- tion is excess over any other collectible insurance. D. Towing Paragraph A.2. of Section III — Physical Damage Coverage is replaced by the following: 2. We will pay for towing and labor costs each time that a covered "auto" is disabled. All labor must be performed at the place of disablement of the covered "auto". If the auto is not a pri- vate passenger type, a $250 deductible will apply to this coverage but it will not reduce the available limit of insurance. For all types of "au- to", the most we will pay under this coverage is $1,000 per disablement. "Autos" which are dis- abled do not include stolen vehicles. Page 2 of 4 Copyright, Everest Reinsurance Company, 2014 ECA 04 506 02 14 Includes copyrighted material of Insurance Services Office, Inc. used with its permission. INSURED OPY C F. Glass Breakage — Hitting A Bird Or Animal — Falling Objects or Missiles The following is added to Paragraph A.3. of Sec- tion III — Physical Damage Coverage: Any deductible shown in the Declarations will not apply to glass breakage if such glass is repaired, in a manner acceptable to us, rather than re- placed. If the glass must be replaced and there is no other damage associated with the "loss", the deductible will be $100 unless a lower deductible is shown in the Declarations applicable to this coverage. Loss Of Use Expenses Paragraph AA.b. of Section III — Physical Dam- age Coverage is replaced by the following: b. Loss Of Use Expenses For Hired Auto Physical Damage, we will pay expenses for which an "insured" becomes le- gally responsible to pay for loss of use of a ve- hicle rented or hired without a driver, under a written rental contract or agreement. We will pay for loss of use expenses if caused by: (1) Other than collision only if the Declarations indicate that Comprehensive Coverage is provided for any covered "auto"; (2) Specified Causes Of Loss only if the Decla- rations indicate that Specified Causes Of Loss Coverage is provided for any covered "auto"; or (3) Collision only if the Declarations indicate that Collision Coverage is provided for any covered "auto". However, the most we will pay for any expens- es for loss of use is $50 per day, to a maximum of $1,000. G. Extra Expense — Stolen Vehicle The following is added to Paragraph A.4. of Sec- tion III — Physical Damage Coverage: c. Stolen Vehicle We will pay for all reasonable and necessary expenses to return a stolen covered "auto' to you. H. Airbag Coverage The following exception is added to Paragraph B.3.a. of Section III — Physical Damage Cover- age: The accidental discharge of an airbag shall not be considered mechanical breakdown if it occurs in a covered 'auto" for which Comprehensive coverage is purchased. This provision does not apply to "au- tos' you hire with a driver and is excess over any warranty specifically designed to provide this cov- erage, Electronic Equipment Coverage Section III — Physical Damage Coverage is amended as follows: 1. The sublimit in Paragraph C.1.b. of the Limit Of Insurance Provision is increased to $3,000. 2. No Physical Damage Coverage deductible ap- plies to the first $3,000 of "loss" to electronic equipment described in Paragraph C.1.b. of the Limit Of Insurance Provision. J. Single Deductible Provision The following is added to Paragraph D. of Section 111— Physical Damage Coverage: If a Comprehensive or Specked Causes of Loss Coverage "loss" from "accident" involves two or more covered "autos", only the highest deductible applicable to those coverages will be applied to the "accident", if the cause of the loss is covered for those vehicles. This provision only applies if you carry Compre- hensive or Specified Causes of Loss Coverage for those vehicles, and does not extend coverage to any covered "autos" for which you do not carry such coverage. If a "loss" covered under this Coverage Part also involves a 'loss" to other property from the same °accident", which is covered under a Commercial Property or Inland Marine Coverage Part issued by us to you, only the highest deductible applica- ble to those coverages will be applied to the "acci- dent'. K. Notice To Company Paragraph A.2. of Section IV — Business Auto Conditions is amended as follows: 1. With respect to notification requirements, your obligation under Paragraph A.2.a. applies only when the "accident" or "loss" is known to: a. You, if you are an individual; b. A partner, if you are a partnership; c. A member, if you are a joint venture or limited liability company; or d. An executive officer or insurance manager, if you are an organization other than a part- nership, joint venture or limited liability company. 2. With respect to the requirements pertaining to you providing us with document concerning a claim or "suit", your obligation under Paragraph A.2.b, will not be considered breached unless the breach occurs after such claim or "suit" is known to: a. You, if you are an individual; b. A partner, if you are a partnership; c. A member, if you are a joint venture or limited liability company; or ECA 04 506 02 14 Copyright, Everest Reinsurance Company, 2014 Page 3 of 4 O Includes copyrighted material of Insurance Services Office, Inc. used with its permission. INSURED COPY d. An executive officer or insurance manager, N if you are an organization other than a part- nership, joint venture or limited liability company. L. Blanket Waiver Of Subrogation The following is added to Paragraph A.5. of Sec- tion [V— Business Auto Conditions: a. However, we waive any right of recovery we may have against a person, organization or government entity when you have waived such right of recovery under a written "insured con- tract" that is: (1) Currently in effect or becoming effective during the term of this policy; and (2) Executed prior to the "accident" or "loss", or executed after the "accident" or "loss" if. (a) The terms and conditions of the written "insured contract" had been agreed up- on prior to the "accident" or "loss"; and (b) You can definitively establish that the terms and conditions of the written "in- sured contract" ultimately executed are the same as those which had been agreed upon prior to the "accident" or "loss". b. We hereby waive any right of subrogation against any of your officers, directors or em- ployees which might arise by reason of any payment under the insurance afforded by the policy for the operation, maintenance, use, loading or unloading of a non -owned "auto". This waiver extends only to payments in ex- cess of other valid and collectible insurance available to the officer, director or employee. M. Unintentional Failure To Disclose Hazards The following is added to Paragraph B.2. of Sec- tion IV — Business Auto Conditions: If you unintentionally fail to disclose any hazards existing on the effective date of this Coverage Form, we will not deny coverage under this Cov- erage Form because of such failure. However, this provision does not affect our right to collect addi- tional premium due to us as a result of these un- disclosed hazards in accordance with our filed rat- ing plans. Bodily Injury Includes Mental Anguish Paragraph C. of Section V — Definitions is re- placed by the following: C. "Bodily injury" means bodily injury, sickness or disease sustained by a person, including "men- tal anguish" or death resulting from any of these at any time. For the purpose of this provision, the -term "mental anguish" shall mean any type of men- tal or emotional illness or distress. O. Mexico Coverage The coverage provided by this policy for covered "autos" you own or lease on a long term basis without drivers are extended to "accidents" or "losses" occurring in Mexico if: 1. The covered "auto" is in Mexico for a period not exceeding 10 days; and 2. The covered "auto" is principally garaged and used in the United States; and 3. The driver of the covered "auto" does not re- side in Mexico; For Liability Coverage to apply to "accidents" oc- curring in Mexico, the following must also apply: 1. Valid and collectible auto liability insurance for the covered "auto" has been purchased from a licensed Mexican Insurance Company and is in force at the time of the "accident"; and 2. The original "suit" for damages is brought with- in the United States. For "losses" payable under Physical Damage Coverage this additional restriction applies: We will pay "losses" under Physical Damage Cov- erage in the United States, not in Mexico. If the covered "auto" must be repaired in Mexico in order to be driven, then the most we will pay for "loss" is the lesser of the following: 1. The cost of repairing the "auto" or replacing its parts in Mexico; or 2. The cost of repair or replacement at the near- est point in the United States where the repairs or replacement could be made. Other Insurance: The insurance provided by this section will be ex- cess over any other collectible insurance. Page 4 of 4 Copyright, Everest Reinsurance Company, 2014 ECA 04 506 02 14 0 Includes copyrighted material of Insurance Services Office, Inc. used with its permission. INSURED COPY WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA 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. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be otherwise due on such remuneration. PERSON OR ORGANIZATION % of the California workers' compensation premium SCHEDULE ANY PERSON OR ORGANIZATION FOR WHOM THE NAMED INSURED HAS AGREED BY WRITTEN CONTRACT TO FURNISH THIS WAIVER. JOB DESCRIPTION -1998 by the Workers' Compensation Insurance Rating Bureau of Callbrrda. NI rights reserved. From the WCIRB's California Workers' Compensation Insurance Forms Manual -1999. WSURM COPY