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HomeMy Public PortalAboutC-20-034 - Merchants Landscape Services, Inc. Sports Field AerationAGREEMENT FOR CONTRACT SERVICES BETWEEN THE CITY OF CARSON AND I MERCHANTS LANDSCAPE SERVICES, INC. THIS AGt_~ENT FOR .~Q ~TRACT SERVICES (herein "Agreement") is made and entered into this day of f'-'\A.Y'CV'-; 2020 by and between the CITY OF CARSON, a California municipal corporation ("City") and Merchants Landscape Services, 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 o f 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 ex pe nse 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 and No Cents ($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 01007.0001/632878.2 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 I shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person. I I 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 undertaken 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 ( I 0) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall 0 I 007.0001/632!178_2 -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 (I) 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. Edgar Valdivino, Branch Manager, 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, Park Maintenance Supervisor, or such other person as may be designated by the City Manager, is hereby designated as being the representative the City authorized to act in 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: 01007.0001/632878.2 ·3- (a) Commercial General Liability Insurance (Occurrence Form CGOOO I or eguivalent). 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,~00.00 per occurrence or if a general aggregate limit is j 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 eguivalent). 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 Reguirements. 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 01007.0001/632878.2 -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 w~th this Section 5.1 to the Contract Officer. No work of 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. 01007.0001/632878.2 -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 br 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. 01007.0001/632878.2 -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 j 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 01007.0001/632878.2 -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. I 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 Employees. 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 01007.0001/632878.2 -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 eit~er party to this Agreement is required to initiate or defend or made a party to any action or pro!"eeding 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 1 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. 01007.0001/6328782 -9- [Signatures on the following page.] OICXl7,IXXH/6)2878.2 -10- IN WITNE SS WHEREOF, the parties hereto have executed this and year first-above written. CITY: CONSULTANT: MERCHANTS LANDSCAPE SERVICES, a California Corporation B & Name: Mark Brower Title: President By:~\3~~c Name: Donna Brower Title: Secretary Address: 1510 S. Lyon St. Santa Ana, CA 92705 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 CONSULT ANT'S BUSINESS ENTITY. 01007.0001/631878.2 -IJ- CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CML COD& § 1189 [..a"' .... ;("~.t";(" .. -:'<'""-W-,<'X'-i-:~-O<"A.';<"~ .. -:"<',.q(".e<".ffl'~~-:-<--.G('.i'l<'~-O<' .. ~..r.<'.e<'~..c<"..c('.,";-<'4':<"~..i';<'~xc<'.c<-.t';<"~~R.<'.t'!'<'~~..e,;,~...-,.')11' ~ ( ~ State of California } ~ 0 ~ I County of range I ~ onMarch 11, 2020 before me, Nadine Rodriguez, Notary Public ~ Date Here tns'"1 Name and Tille ol the Officet I ~ personally appeared _M_a_r_k_C_. _B_ro_w_e_r _________________ _ I ~d~-~ I I ~ I I i ~ I ~ a NADINE RODRIGUEZ .. Notary Public • Callfornl1 ~ Orange County z Commiss ion II 2155586 J. • , s • +Ml &0TT· Jx£1?5i[n J}~2% l who proved to me on the basis of satisfactory evidence to be the person(~) whose name(s) is/at-e subscribed to the within instrument and acknowledged to me that he/sl'le/tijey executed the same in his/h,er/lt18ir authorized capacity(ijs),· and that by his/her/t!Aeir signature($) on the instrument the person(s), or the entity upon behalf of which the person(~) acted, executed the instrument. . I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph ls true and correct. I I I I I I I ~ WITNESS my hand and official seal. g .HI /} I Slgnature:':'!{P #~N ~d1.~:S. 4.-t.~y g Signature DI Notary Public - ~~~~~~~~~-OPTIONAL ~~~~~~~~~~~.-- Place Noia,y Seal~ Though the information below is not required by law, ii may proV9 valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form lo another document. ~ Description of Attached Document Document Date:------------------ ~ ~ ~ Slgner(s) Other Than Named Above: i Capaclty(les) Claimed by Slgner-(s-)---------..---------- ~ Signer's Name: ------------1 ~ ~:;:::; Officer -rnte(s): I ~ C Partner -D Limited D General I I Par1ner -I I Limited I 1 General Top of thumb here I~·:· CC Attorney In Fact D Attorney In Fact Trustee D Trustee C Guardian or Conservator LJ Guardian or Conservator I RIGHT THur,1BPAINT OF SIGNER ~ C Other: D Other:--------i ~ ~ Signer Is Representing: § 1~1,;<;~~~~~~~-=~V(,~"£(,~~~~"!.i\,~~~~~~~-=~~~~~~~~~~~~"!.«,"!,;(..~I C 2010 NaUonal Notary Association• Nationa!Notary.org • 1-1100-US NOTARY 11-8()0.876-6827) Item 15907 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CML CODI § t 189 I ~ Donna Brower onMarch 11, 2020 Date before me, Nadine Rodriguez, Notary Public Hera ln!er1 Name and Title ol lhe Officer ~ personally appeared I ------------N~amec-,~,o~,=~-ne-~~,,----------~ ·1 I ~. who proved to me on the basis of satisfactory ~ evidence to be the person~) whose name(s) is/at-e I ~ subscribed to the within instrument and acknowledged ~ to me that he/s'1eltijey executed the same in ~ his/hsrltl"\eir authorized capacity(i~s),· and that by ). ~ his/her/tlfoir signature($) on the instrument the ~ ?i 9 NADINE RODRIGUEZ ~ ~ _ Notary Publi c • Calllornla person(s), or the entity upon behalf of which the lg. ~ ~ orange County I person(~) acted, executed the instrument. ~ i Comm ission II 2155586 ?; • ~ , , • , • • 4 MJ SoT'r:· Jxgir:'itt" J,}t2&( I certify under PENAL TY OF PERJURY under the ~ -laws of the State of California that the foregoing ~ paragraph is true and correct. I ~. ?i WITNESS my hand and offlctal seal. I S>JnahJre:dlad~s$ ig I p~ Notary Seal Above OPTIONAL Signature ol Notary Public . ~. Though the information below is not required by law, II may prove valuable to persons relying on the documenl ~ and could prevent fraudulent removal and reattachment of this fonn to another document. j Description of Attached Document j Title or Type of Document: ---------------------....,.....c..--, g ~ Document Date: Number of Pages: i Signer(s) Other Than Named Above: /"""------ ~ Capaclty(les) Claimed by Slgner{s) ~. Signer's Name: 1. ~ 0 Corporate Officer -Trtle(s):_______ g ~ 0 Individual ndividual RIGHT THUr,1BPRINT OFS1GNER ~ C Partner -D Limited O General I I Partner -J I Lim ited I I General Top 0 , trumb here ! C Attorney in Fact D Attorney in Fact ~ C Trustee O Trustee ! C Guardian or Conservalo LJ Guardian or Conservator ~ C Other: O Other: g I _L Signer Is Aepresenling: I l~~'1,;(,~~"9..~~~~~~~~~~~~~-g,-g;:g.~~-g..~'1"<,.,"'g,."C<,,.~'C(,"G(,~~~~~"'Q(.,"'g(,"C(,'C<,~~'q"1 0 2010 NatJonal Notary Assoelaoon • NalianalNota,y.DIV • 1·B00-US NOTARY (1•800-ll76-6827) Item #5907 EXHIBIT "A" SCOPE OF SERVICES I. Consultant will perform the foil owing Services: A. Deep-tine aeration of sport field turf at the City parks specified in subsection (B) of this section. The sport field turf is to be aerated by removing 1/2" to 5/8" diameter hollow-tine cores to a depth of 2-1/2" to 3" with spacing between cores, not to exceed 3", using a piston-type aeration machine with a tractor equipped with turf tires. B. Consultant will aerify a total of twelve ( 12) acres of sport field turf at three City parks. The parks to be aerified are as follows: I. Veterans Park, 22400 Moneta Ave, Carson, CA 90745. 2. Carson Park, 21436 Main St., Carson, CA 90745. 3. Del Amo Park, 703 E. Del Amo Blvd., Carson, CA 90745. 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 foil owing status reports: A. A Completion Report for each park aerified. The report will include, without limitation, a description of: 1. Any issues encountered, such as rocks and boulders present below the soil. 2. Any irrigation breaks, including to sprinkler heads and lateral lines. 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. Edgar Valdivino, Branch Manager B. Eutiquio Bravo, Field Supervisor 01001.000116J2s1s.2 A -I EXHIBIT "B" SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) I. A new Section 1.5, "Prevailing Wages," is added to the Agreement, to read in its entirety as follows (additions shown in bold italics, deletions in strikethrough): "1.5 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates, that Consultant and all subcontractors be registered with and pay the registration fee to the Department of Industrial Relations ("DIR"), Consultant be subject to the monitoring and enforcement by the DIR, and the performance of other requirements on "Public Works" and "Maintenance" projects. If the services are being performed as part of an applicable "Public Works" or "Maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the City, its elected and appointed officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws." 01007.0001/632878.2 B-J EXHIBIT "C" SCHEDULE OF COMPENSATION I. Consultant shall perform the Services for a lump-sum payment of $4,999.00. II. 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. III. 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. Line items for all the work performed, the number of hours worked, and the hourly rate. B. Line items for all materials and equipment properly charged to the Services. C. Line items for all other approved reimbursable expenses claimed, with supporting documentation. D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services. IV. The total compensation for the Services shall not exceed $4,999.00, as provided in Section 2.1 of this Agreement. C-1 01007.0001/632878.2 EXHIBIT "D" SCHEDULE OF PERFORMANCE I. Consultant shall perform all Services timely in accordance with the following schedule: A. Consultant shall complete four (4) acres of aeration per day. All work shall be completed within three business days. II. Consultant shall deliver the following tangible work products to the City by the following dates. A. Completion reports for each park aerified within two (2) business days of completion of aeration of the subject park. III. The Contract Officer may approve extensions for performance of the Services in accordance with Section 3.2. D-1 01007.0001/632878.2 ACORD~ CERTIFICATE OF LIABILITY INSURANCE -7-I DATE IMMIDDIYYYYI ~ 12/212019 THIS CERTIFICATE 15 ISSUED AS A MATTER OF INFORMATION ONLY ANO 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: lf the certlficate holder Is an ADDITIONAL INSURED, the pollcy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION 15 WAIVED, sub]ect to the terms and condltlons of the policy, certain policies may require an endorsemenL A statement on this certificate does not confer rights to the certificate holder In Heu of such endorsement(s) • PRooucER Bolton & ComP.an~ ....,,. A<.1 NAME: 3475 E. Foothill B vd., Suite 100 ra~~N,t .,.,,. {626) 799-7000 I rffc Nol: (6261 583-2117 Pasadena, CA 91107 E-MAIL ADDRESS: INSURERISI AFFORDING COVERAGE NAIC# www.boltonco.com 0008309 INSURER A: Nationwide Mutual Insurance ComDanv (A+XVl 23787 INSURED INSURER B: AMCO Insurance Comoanv {A+XVl 19100 Merchants Landscape Services, Inc. INSURER c: Safetv Nalional Casualtv Corooration (A+ XIVl 15105 1190 Monterey Pass Road INSURER D: Federal Insurance Comoanv (A++ XVl Monterey Par!< CA 91754 20281 INSURER E: Depositors Insurance Comoanv CA+XVl 42587 INSURER F: COVERAGES CERTIFICATE NUMBER: 52655043 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 NOlWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO All THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE AuD. YNO ,~BM~, ,~mtii~, LIMITS LTR ol>Ch POLICY NUMBER E ..L COMMERCIAL GENERAL LIABILITY I I ACP3018851070 7/1/2019 7/112020 EACH OCCURRENCE $1 000000 ==1 CLAIMS-MADE CJ OCCUR 1-Jf\M"I.>" J YE~~"" s 100 000 -PREMISES Ee oci:urrencal MED EXP (Any one person) S 10 000 - E PERSONAL & ADV INJURY s 1000000 -GEN'L AGGREGATE LIMIT APPLIES FER: GENERAL AGGREGATE s2,000,000 R [Z]PRO-O Loc PRODUCTS ,COMP/OP AGG S2 000000 POLICY JECT OTHER : $ A AUTOMOBILE LIABILITY I ./ -ACP3018851070 7/112019 71112020 &~'!~!~tf 11-IGLE LIMIT s 1000000 J_ ANY AUTO BODIL y INJURY (Per pencn) s O'M>IED ..--SCHEDULED BOOIL Y INJURY (Per acciden1) S -AUTOS ONLY ,__ AUTOS HIRED NON-O'NNED rp~~~~~AMAGE s -AUTOS ONLY -AUTOS ONLY s B ..:L UMBREUAUAB ~OCCUR ACP3018851070 7/112019 7/1/2020 EACH OCCURRENCE S5000000 EXCESSUAB Cl.AIMS-MADE AGGREGATE S5000000 OED I 11 RETENTIONS10 ,000 s C WORKERS COMPENSATION I SP4054972 Excess WC (CA) 6/112019 6/1/2020 1 I ~f~TUTE I I OTH-ER AND EMPLOYERS' LIABILITY V,N ANYPROPRIETOR/PARTNERIEXECUTIVE D NIA E L EACH ACCIDENT S 1000000 OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L. DISEASE· EA EMPLOYEE s 1 nnn nnn ~m:~:ff~ ~1~PERATIONS belc,,y E L DISEASE -POLICY LIMIT s 1 000.000 D 3rd Party Employee Theft 81585028 6/1/2019 16/1/2020 Limit: S 1 MllJDed. $25,000 I DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES !ACORD 101, AddlUanal Remark1 Schedule, may be attached Lr more apace 11 required] Workers Comp is Selr-lnsured under California Certificate of Consent to Self Insure #03-1-1793-01 for CA operations. Re: Aeration of Sports Field Turf at Veterans Park, Carson Park & Del Arno Park. GL & Auto AddiUonal Insured apply per CG74721216, CG72461115 & AC70060316 attached, only if required by written contracUagreement. GL Primary & Non-Contributorx Wordln~ applies per CG74721216 altached. GL, Auto & XSWC Waivers of Subrogalion apply per CG74721216 , AC70060316 & 0456000113XWC attached. ddiliona lnsured(s): City of Carson, ils elected and appointed officers, employees, volunteers and agents. CERTIFICATE HOLDER CANCELLATION Aeration of Sports Field Turf, Veterans Park SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Cit1 of Carson THE EXPIRATION OATE THEREOF, NOTICE WILL BE DELIVERED IN 70 E. Carson Street ACCORDANCE WITH THE POLICY PROVISIONS. Carson CA 90745 AUTHORIZED REPRESENTATIVE {!_~~ra:~ Cheryl Feia I © 198 8-2015 A CO RD CO RP ORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD 5265500 I MSRCH·l I MLS 7/1/19 CGt.,/l~to .1/:,,b 6/1/1 9 xwc: ~ crime I Nancy Cad .. allader I 12/l /2019 10.H:06 1'>I iPSTJ I Page 1 oc 11 ACP3018851070 COMMERCIAL AUTO AC 70 06 0316 A. EFFECT OF THIS ENDORSEMENT Coverage provided under this policy is mo difi ed by the provisions of this endorsement. lf there is any conflict between the provisions of this endorsement and the provision(s) of any state- specific endorsement also attached to this poli- cy, then the provision(s) of the state-specific endorsement shall apply instead of the provi- sions of this endorsement that are in conflict, but only to the extent of the conflict, and only to the extent necessary to bring such provisions into conformance with the state requirement(s) contained in the provision(s) of the state-specific endorsement. B. NEWLY ACQUIRED OR FORMED ENTITIES The Named Insured shown in the Declarations is amended to include any organization you newly acquire or form , other than a partnership, joint venture, or limited liability company, and over which you maintain ownership or majority (more than 50%) interest: if there is no other similar in- surance available to that organ lzation. Coverage under this provision is afforded until the 180tti day after you acquire or form the organization or the end of the policy period, whichever is later. C. EMPLOYEES AS INSUREDS -NONOWNED AUTOS The following is added to paragraph A.1. Who Is An Insured of SECTION II -COVERED AUTOS LIABILITY COVERAGE: d. Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow in your business or your per- sonal affairs. D. ADDITIONAL INSURED BY CONTRACT, PERMIT OR AGREEMENT The following ls added to A.1. Who Is An In- sured of SECTION II -COVERED AUTOS LIABILITY COVERAGE: Any person or organization that you are re- quired to name as an additional insured in a written contract or agreement that is executed or signed by you prior to a "bodily injury" or "property damage" occurrence is an "insured" for Covered Auto Liability coverage. How- ever, with respect to covered "autos", such person or organization is an insured only to the extent that person or organization qualifies as an "insured" under A.1. Who is an Insured of SECTION II -COVERED AUTOS LIABILITY COVERAGE: If specifically required by the written contract or agreement referenced in the paragraph above, any coverage provided by this endorsement to an additional insured shall be primary and any other valid and collectible insurance avail- able to the addftional Insured shall be non- contributory with thls insurance. If the written contract does not require this coverage to be primary and the addi tional insured's coverage to be non-contributory, then this insurance will be excess over any other valid and collectible insur- ance available to the additional insured. E. SUPPLEMENTARY PAYMENTS BAIL BONDS Supplementary Payments of SECTION 11 - COVERED AUTOS LI ABILITY COVERAGE is revised as follows : (2) Up to $3,000 for cost of bail bonds (including bonds for related traffic law violations) re- quired because of an "accident" we cover. We do not have to furnish these bonds. F. SUPPLEMENTARY PAYMENTS -LOSS OF EARNINGS Supplementary Payments of SECTION ll - COVERED AUTOS LIABILITY COVERAGE is revised as follows: (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. G. PERSONAL EFFECTS AND PROPERTY OF OTHERS EXTENSION 1. The Care, Custody or Control Exclusion of SECTION II -COVERED AUTOS LIABILITY COVERAGE, does not apply to "property dam- age" to property, other than your property, up to an amount not exceeding $500 in any one "acci- dent". Coverage is excess over any other valid and collectible insurance. 2. The following paragraph is added to A.4. Coverage Extensions of SECTION Ill - PHYSICAL DAMAGE COVERAGE: c. We will pay up to $1,000 for your prop- erty that is lost or damaged as a result of a covered "loss", without applying a deductible. Coverage is excess over any other valid and collectible insur- ance. Page 2 of 7 Includes copyrighted material of Insurance ·services Office, Inc. with its permission AC 70 06 0316 526550H I l'IEROl-1 I MLS 1/1/1' CGL,Auto.UCb 6/l/1' XHC ~ crime I Nancy Cadvalla<ler I 12/2/2019 10:H ,06 A.'1 IPSTI I t•g~ 3 er U ACP3.018851070 COMMERCIAL AUTO AC 70 06 0316 must be caused by a cause of loss listed under item A 1 of Physical Damage Cover- age in this Coverage Part. Extra Expenses means those expenses you Incur to avoid or minimize the suspension of business and to continue your business operations. 3. Additional Conditions We will not pay for "loss" or expenses caused by suspension, lapse or cancellation of any license, lease or contract. But if the suspension, lapse or cancellation is directly caused by the suspension of your business, we will cover such "loss" that affects your business income. We will not pay under this coverage if you do not repair or replace the covered "auto". You must resume all or part of your business as quickly as possible . If you have other autos you can use to reduce the amount of loss payable under this cov- erage, you are required to use them. We will pay for expenses you incur to reduce the amount that otherwise would have been payable under this coverage . We will not pay more than the amount by which you ac- tually reduce the business income loss or extra expense incurred. 4. Limit The most we will pay for "loss" arising out of one covered "auto" is $10,000 per loss with an annual aggregate of $20,000. Payment applies in addition to the otherwise applica- ble amount of each coverage you have on a covered "auto". 5. Definitions a. "Business Income" means the: 1.). Net income (Net profit or loss before income taxes) that would have been earned or incurred if no loss would have occurred; and 2.). Continuing normal operating expenses incurred, including payroll. b. nPeriod of Restoration" means the period of time that: 1.). Begins: (a) 24 hours after the time of loss for Business Income Coverage; or (b) Immediately after the time of loss for Extra Expense Coverage: and 2.) Ends at the earliest of: (a) The time required to resume your normal business opera- tions; or (b) The time that is reasonably necessary to repair or replace the covered auto with a maxi- mum time period of 180 days. Period of Restoration does not include any increased period required due to the enforcement of any ordinance or law that re- quires any insured or others to test for, monitor, clean up, re- move, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of pollu- tants. The expiration date of this policy will not cut short the peri- od of restoration. V. TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US The following is added to the Transfer Of Rights Of Recovery Against Others To Us Condition: We waive any right of recovery we may have against any person or organization to the extent required of you by a written con- tract executed prior to any "accident" be- cause of payments we make for damages under this coverage form. W. NOTICE OF AND KNOWLEDGE OF OCCURRENCE SECTION IV BUSINESS AUTO CONDITIONS, Paragraph A is amended as follows: 6. NOTICE OF AND KNOWLEDGE OF OCCURRENCE a. Your obligation in the Duties in the Event of Accident, Claim, Suit or Loss Condi- tion relative to notification require- ments applies only when the "accident" or "loss" is known to: (1) You, if you are an individual: (2) A partner, if you are a partnership; (3) A member, if you are a limited liability company; or (4) An executive officer or insurance manager, if you are a corporation. b. Your obligation in the. Duties in the Event of Accident, Claim, Suit or Loss Condition relative to providing us with documents concerning a claim or "suit" will not be Page 6 of 7 Includes copyrighted material of Insurance Services Office, Inc. AC 70 06 03 16 with its permission 52655043 1 MEltc:H•l I HLS 7/1/U CGL,Auto.Ucb 6/l /U xwc" Cd"" I N.mcy CadvaU•dAt" I 11!)/2Pl9 lO,H:06 A.~ (PST) I Paga J of 11 ACP3018851070 CG74721216 This insurance is primary to any expanded property damage coverage provided by a separate endorsement attached to this policy, and it will supplant any deductible in said endorsement E. Damage To Premises Rented To You 1. Under Section I -Coverages, Coverage A Bodily Injury And Property Damage Liability, the last paragraph of 2. Exclusions of is replaced with: If Damage To Premises Rented To You is not otherwise excluded, Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke, or sprinkler leakage to premises while rented to you or temporarily occupied by you with permission of the owner. 2. Under Section Ill -Limits Of Insurance , Paragraph 6 is re placed with : 6. Subject lo 5. above , th e Damage To Premises Rented To You Li mit is the most we will pay under Coverage A for damages because of uproperty damage" to any one premises, while rented to you, or in the case of damage by fire , lightning, explosion, smoke, or sprinkler leakage, while rented to you or temporarily occupied by you with permission of the owner. The limit is increased to $1,000,000. 3 Under Section IV -Commercial General Liability Conditions, 4. Other Insurance, b. Excess Insurance (1) (a) (ii) is replaced with: (ii) That is Fire, Lightning, Explosion, Smoke, or Sprinkler leakage insurance tor premises rented to you or temporarily occupied by you with permission of the owner. F. Supplementary Payments Under Section I -Coverages, Supplementary Payments -Coverages A and B Paragraphs 1.b and 1.d. are replaced with: b. Up to $2,500 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or ''suit", including actual loss of earnings up to $500 a day because of time off from work. G. Newly Formed And Acquired Organizations Under SECTION II -WHO IS AN INSURED Paragraph 3.a. is replaced with: a. Coverage under this provision is afforded onl y until the 1 B0 1h day after you acquire or form the organization or the end of the policy period, whichever is earlier; H. Additional Insured -Automatic Status When Required In An Agreement Or Contract With You Section II -Who Is An Insured is amended to include: 1. Any person(s) or organization(s) described in Paragraph 2. a. -d. below with whom you have agreed in writing in a contract or written agreement that such person or organization be added as an additional insured on your policy during the policy period shown in the Declarations. 2. Any other person or organization you are required to add as an additional insured under the contract or agreement described in Paragraph 1. above. The person or organization added as an insured by this endorsement is an insured only for liability due to: a. Lessors of Leased Equipment -with respect to their liability for "bodily injury", "property damage", or "personal and advertising injury", caused in whole or in part by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s). This insurance does not apply to any "occurrence" which takes place after the equipment lease expires. However, their status as additional insured under this policy ends when their lease, contract, or agreement with you for such leased equipment expires. b. Managers or Lessors of Premises - with respect to liability arising out of the ownership, maintenance, or use of tha t part of the premises you own, ren t, lease, or occupy. Page 2 of 5 Includes copyrighted material of Insurance Services Office, Inc., with its permission. CG 74 721216 5l655o•J I H£RCH•l I HLS 1/1 /19 CGL,Autc,L'bl> 6 /1 /19 XWC: L crima I !fancy Cadwallader I 12/2/2019 10.H:06 AM IPST] I Page 4 c t 11 This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant in that premises. (2) Structural alterations, new con- struction or demolition operations performed by or on behalf of the person or organization. However, their status as additional insured under this policy ends when you cease to be a tenant of such premises. c. State or Political Subdivision - Permits Relating to Premises -with respect to the following hazards for which the state or political subdivision has issued a permit or authorization in connection with premises you own, rent, or control and to which this insurance applies. (1) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners, or decorations and similar exposures; or (2) The construction , erection , or removal of elevators; or (3) The ownership maintenance or use of any elevators covered by this insurance. This insurance does n ot apply to: (1) "Bodily injury" or "property damage" or "personal or advertising injury" arising out of operations performed for the state or municipality; or {2) "Bodily injury" or "property damage· included within the "products- completed operations hazard". However, such state or political subdivision 's status as additional insured under this policy ends when the permit ends. d. Owners, Lessees, or Contractors - with respect to liabili ty for "bodily injury•, "property damage~ or "personal and advertising injury" caused in whole or in part, by : (1) Your acts or omissions; or CG 74 721216 {2) The acts or omissions of those acting on your behalf; in the performance of your ongoing operations performed for that additional insured, whether the work is performed by you or on your behalf. The insurance does not apply to: (1) "Bodily injury", "property damage", or "personal and advertising injury" arising out of the rendering of or the failure to render any professional architectural, engineering, or survey services, including: (a) The preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, survey, field orders, change orders, or drawings and specifications; or (b) Supervisory, inspection, archi- tectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training, or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage'', or the offense which caused the "personal and advertising injury", involved the rendering of, or failure to render 1 any professional, architectural, engineering or su,veying services. (2) "Bodily injury'' or "property damage" occurring after: (a) All work, Including materials, parts , or equipment furnished in connection with such work, on the project (other than service, maintenance, or repairs) to be performed by or on behalf of the additional insured{s) at the location of the covered operations has been completed ~ or CG74721216 Inclu des copyrig hted material of fnsurance Services Office , In c., with its permiss ion. Page 3 of 5 5265504J I HERCH-1 I l'!!.S 7/1/19 CGL,Auto ,U!ab 6 flf U ~IIC , c rime I ~ancy c a d:l'o lla ~er I 12/2/1019 10 :21 :06 Jl.'i (PST} I ngc S of 11 CG74721216 (b) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. However, a person or organization's status as additional i nsured under this policy ends when your operations for that additional insured are completed. With respect to the insurance afforded to such additional insureds a. -d . described above the following is added to the Section Ill -Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations ; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. However, the insurance afforded to such additional insureds a. -d. described above: 1. Only applies to the extent permitted by law; and 2. Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. 3 . Primary and Noncontributory -Other Insurance Conditions The following is added to the Other Insurance Condition and supersedes any provisions to the contrary: Primary and Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: a. The additional insured is a Named Insured under such other insurance; and b. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. I. Employee Bodily Injury To Another Employee Under Section II -Who Is An Insured The rollowing is added to Paragraph 2.a.(1): Paragraphs 2.a.(1)(a), (b), and (c) do not apply to "bodi ly injury" to a co-"employee" in the course of the co-"employee's" employment by you, or to "bodily injury" to a co-"volunteer worker" while performing duties related to the conduct of your buslness. J. Broad Form Named Insured Under Section II -Who Is An Insured The rollowing is added to Paragraph 2.: e. Any business entity incorporated or organized under the laws of the United State or America (including any State thereof), its territories or possessions or Canada (including any Province thereof) in which the Named Insured shown in the Declarations owns, during the policy period, an interest of more than fifty percent. If other valid collectible insurance is available to any business entity covered by this solely by reason of ownership by the Named Insured shown in the Declarations in excess of fifty percent, this insurance is excess over the other insurance, whether primary, excess , contingent, or on any other basis. K. Aggregate Limit Per Location Under Section Ill -Limits Of Insurance lhe following is added to Paragraph 2: The General Aggregate Limit under Section Ill Limits Of Insurance applies separately to each of your locations owned by or rented to you or temporarily occupied by you with the permission of th e owner. For the purposes of this provision, location means premises involving the same or connecting lots, or premises whose connection is interrupted only by a public street, roadway, waterway, or railroad right-of-way. Page 4 of 5 Includes copyrighted material of Insurance Services OHice, Inc ., with its permission. CG 74 721216 5265500 I 1'.l!ROl -1 Kt.S 7/1 /U CCL,A1.:to L'l:b 6/1/19 XWC: ~ crloe I Nancy C:advallader I ll/2/2019 10 :14 :06 AM IPSTJ I Page , of 11 ACP3018851070 COMMERCIAL GENERAL LIABILITY CG 72 461115 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS-AUTOMATIC STATUS FOR OTHER PARTIES WHEN REQUIRED IN WRITTEN CONSTRUCTION AGREEMENT 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: Ongoing Operations 1. Any person or organization for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy; and 2. Any other person or organization you are required to add as an additional insured under the contract or agreement described in Paragraph 1. above. Such person(s) or organization(s) is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: a. Your acts or omissions: or b. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured. However, the insurance afforded to such additional insured described above: a. Only applies to the extent permitted by law; and b. Will not be broader than that which you are required by the contract or agreement lo provide for such additional insured. A person's or organization's status as an additional insured for ongoing operations ends when your operations for the person or organization described in Paragraph 1. above are completed. With respect to insurance afforded to these additional insureds for ongoing operations, this insurance does not apply to "bodily injury" or "property damage" occurring after: a. All work, including material , parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed : or b. that operation of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. B. Section II -Who Is An Insured is amended to include as an additional insured: Products-Completed Operations Any person or organization with whom you have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" performed for such person or organization and included in the "products·completed operations hazard". However, the insurance afforded to such additional insured described above: a. Only applies to the extent permitted by law; and b. Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. C. With respect to the insurance afforded to these additional insureds, this insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering CG 72 46 1115 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Page 1 of 2 Sl65504J I !<B~CH·l I HLS 1 1 1 /19 CGL,Auto.Uc>:o 6/l H• llYC' & erl 01e I !fancy Cadwallader I ll/l/2019 10 ,H ,06 JIM (PST) I Page 1 of ll CG72461115 of, or the failure to render, any profession a• architectural, engineering or surveying services, including: 1. The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or 2. Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused lhe "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of , or the failure to render, any professional architectural , engineerfng or surveying services. D. With respect to the insurance afforded to these additional insureds, the following is added lo Section Ill -Limits Of Insurance: The most we will pay on behalf of the addi ti onal insured is the amount of insurance : 1. Required by the contract or agreement described in Paragraph A.1. or Paragraph B.; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. E. With respect to the insurance afforded to these additional insureds, the following is added to Section IV -Commercial General Llablllty Conditions, Condition 4. Other Insurance and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. All terms and conditions of this policy apply unless modified by this endorsement. Page 2 of 2 Includes copyrighted material of Insurance Services Office, Inc. with its permission. CG 72 46 1115 5265504) I ~ROl•l l MLS 7/1/U CGL,Auto.tll:b 6 /1 /19 XWC, cri toe l N<l ~ey Cadwallader l 12/l/201' 10 ,24 ;06 A.~ (PST) l Page 9 cf 11 ACP3018851070 CG 74 72 1216 (b) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. However, a person or organization's status as additional insured under this policy ends when your operations for that additional insured are completed. With respect to the insurance afforded to such additional insureds a. -d. described above the following is added to the Section 111-Limits Of Insurance; If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement : or 2. Available under the applicable Limits of Insurance shown in the Declarations : whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. However, the insurance afforded to such additional insureds a. -d. described above: 1. Only applies to the extent permitted by law; and 2. Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. 3. Primary and Noncontributory -Other Insurance Conditions The following is added to the Other Insurance Condition and supersedes any provisions to the contrary: Primary and Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that a. The additional insured is a Named Insured under such other insurance; and b. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. I. Employee Bodily Injury To Another Employee Under Section II -Who Is An Insured The following is added to Paragraph 2.a.(1): Paragraphs 2.a.(1)(a), (b). and (c) do not apply to "bodily injury" lo a co-"employee" in the course of the co-"employee's" employment by you, or to "bodily injury" to a co-"volunteer worker" while performing duties related to the conduct of your business. J. Broad Form Named Insured Under Section II -Who Is An Insured The following is added to Paragraph 2.: e. Any business entity incorporated or organized under the laws of the United State of America (including any State thereof), its territories or possessions or Canada (including any Province thereof) in which the Named Insured shown in the Declarations owns, during the policy period, an interest of more than fifty percent. If other valid collectible insurance is available to any business entity covered by this solely by reason of ownership by the Named Insured shown in the Declarations in excess of fifty percent, this insurance is excess over the other insurance, whether primary, excess, contingent, or on any other basis. K. Aggregate Limit Per Location Under Section Ill -Limits Of Insurance the following is added to Paragraph 2: The General Aggregate Limit under Section Ill Limits Of Insurance applies separately to each of your locations owned by or rented to you or temporarily occupied by you with the permission of the owner. For the purposes of this provision, location means premises involving the same or connecting lots, or premises whose connection is interrupted only by a public street, roadway, waterway, or railroad right-of-way. Page 4 of 5 Includes copyrighted material o1 Insurance Services Office, Inc., with its permission. CG74721216 5:265SD4l I MJ!llC!l•l I MLS 7 /1(19 ctlL.l'uto.1."t:ol> 6/1/19 XIIC • crii,o J wane\· Cad.,,allader I 12/:2/2019 10:24:H 11:i iPSTI I Page 9 of 11 ACP301a'851070 L. Aggregate Limit Per Project Under Section Ill -Limits Of Insurance The following paragraph is added to Paragraph 2: The General Aggregate Limit under Section Ill Limits Of Insurance applies separately to each of your construclion projects away from premises owned by or rented to you. M. Knowledge Of An Occurrence Under Section IV -Commerclal General Llability Conditions, The following is added to 2. Duties In The Event Of Occurrence, Offense, Clalm Or Suit : e. Knowledge of an occurrence, offense, claim, or suit by an agent or employee of any insured shall not in itself constitute knowledge of the insured unless you, a partner, if you are a partnership; or an executive officer or insurance manager, it you are a corporation receives such nolice of an occurrence, offense, claim or suit from the agent or employee. f. The requirements in Paragraph b. will not be considered breached unless there is knowledge of occurrence as outlined in Paragraph e. above. N. Unintentional Failure To Disclose Hazard Under Section IV -Commercial General Liability Conditions, Condition 6. Representations the following paragraph is added: d. Your failure to disclose all hazards or prior "occurrences" or offenses existing as of the inception date of the policy shall not prejudice the coverage afforded by this policy provided such failure to disclose all CG74721216 hazards or prior "occurrences" or offenses is not intentional. This provision does not affect our right to collect additional premium or exercise our right of cancellation or non-renewal. 0. Waiver Of Subrogation Under Section IV -Commercial General Llabllity Conditions, B. Transfer Of Rights Of Recovery Against Others To Us the fo llowing paragraph is added : If required by a written contract executed prior to loss, we waive any right of subrogation we may have against the contracting person or organization because of payments we make tor injury or damage arising out of your ongoing operations or wyour work" done under a contract with that person or organization and included in the "products-completed operations hazards". P. Liberalization Under Section IV -Commercial General Liability Conditions , th e follow ing paragraph is addp,j: 1 o. Liberalization If we rev ise this coverage form to provide more coverage without additional premium charge , your policy will automatically provide the additional coverage as of the day the revision is eflective in your state. a. Broadened Bodily Injury Definition (Mental Anguish) Under Section V -Definitions Definition 3. Bodily Injury is replaced with: 3. "Bodily injury" means physical injury, sickness, or disease to a person and if arising out of the foregoing, mental anguish, mental injury, shock, or humiliation , including death at any time resulting therefrom. All terms and conditions of this policy apply unless modified by this endorsement. CG 74 721216 Includes copyrighted material of Insurance Services Ollice, Inc., with its permission. ~~H~OU I HERC!l-1 I MLS 1Jl/i9 cGL,Auto.t1!0l> 6/1/19 xwc r. cri1:1e j Nancy Ca d wa U•der I ll/2/2019 11),lt.06 A.'I (PST I I Page ic oe U Page 5 of 5 \ I ,t i, 0456 00 0113 (XWC) ENDORSEMENT BLANKET WAIVER OF SUBROGATION Effective 12:01 A.M., Local lime June 1 , 2019 In consideration of the payment of premium and adherence by both parties to the terms of this Agreement, it is hereby understood and agreed that the Recovery From Others section of this Agreement is amended to include the following additional language The CORPORATION has the right to pursue subrogation recoveries from anyone liable for an injury covered by this Agreement. The CORPORATION will not enforce its right against any person or organization for whom the EMPLOYER performs work under a written contract that requires the EMPLOYER.to obtain this agreement from the CORPORATION . AU other terms, conditions, agreements and stipulations remain unchanged . Attach to and forming a part of Excess Workers' Compensation and Employers' Liability Insurance Agreement No SP4054972 lssued by SAFETY NATIONAL CASUAL TY CORPORATION of St. Louis, Missouri to MERCHANTS BUILDING MAINTENANCE COMPANY, ET AL, dated June 1 , 2019. SAFETY NATIONAL CASUAL TY CORPORATION ~11-.11~ President Secretary 52655043 I HERCH-1 I 1'.LS 1/1/U CGL,Auto.L'cb 6/1/19 JOIC" crime I ll'ancy Cadvalla.ler I 12/2/2019 10 ;24 D6 AM (PSTI I Pogo 11 o~ U