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HomeMy Public PortalAboutC-20-134 - The Ollivier Corporation, Security System Services for New Corporate YardN CONTRACT SERVICES AGREEMENT By and Between CITY OF CARSON and THE OLLIVIER CORPORATION AGREEMENT FOR CONTRACT SERVICES BETWEEN THE CITY OF CARSON AND THE OLLIVIER CORPORATION THIS AGREEMENT FOR C NIT ACT SERVICES (herein "Agreement) is made and entered into this� day of 020 by and between the CITY OF CARSON, a California municipal corporation ("City") and THE OLLIVIER CORPORATION, a California corporation ("Contractor"). City and Contractor may be referred to, individually or collectively, as "Party" or "Parties." RECITALS A. City has sought, by use of its emergency purchasing powers under Public Contract Code Section 22035, the performance of the services defined and described particularly in Article 1 of this Agreement. B. On November 17, 2020, at its regularly scheduled meeting, the City Council made the findings required under Public Contract Code Section 22050 to proceed with this Agreement without competitive bidding. C. Contractor was selected by the City to perform those services defined and described particularly in Article 1 of this Agreement. D. Pursuant to the City of Carson's Municipal Code, City has authority to enter into and execute this Agreement. E. The Parties desire to formalize the selection of Contractor for performance of those services defined and described particularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein. OPERATIVE PROVISIONS NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows: ARTICLE 1. SERVICES OF CONTRACTOR 1.1 Scone of Services. In compliance with all terms and conditions of this Agreement, the Contractor shall provide those services specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference, which may be referred to herein as the "services" or "work" hereunder. As a material inducement to the City entering into this Agreement, Contractor represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Contractor shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services 01007.00011679177.1 NDP 4- described herein. Contractor covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. 1.2 Contractor's Proposal. The Scope of Service shall include the Contractor's scope of work or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern. I.3 Compliance with Law. Contractor shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered. 1.4 Licenses, Permits, Fees and Assessments. Contractor 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 this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by Iaw and arise from or are necessary for the Contractor's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder. 1.5 Familigp�y with Work. By executing this Agreement, Contractor warrants that Contractor (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Contractor warrants that Contractor has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Contractor discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Contractor shall immediately inform the City of such fact and shall not proceed except at Contractor's risk until written instructions are received from the Contract Officer. 1.6 Care of Work. The Contractor shall adopt reasonable methods during the life of the Agreement to famish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such 01407 00011679177.1 NDP -2- damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence. 1.7 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to cavy out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. 1.8 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 Contractor, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor. Any increase in compensation of up to ten percent (10%) of the Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Contractor that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed. 1.9 SpecialRequirements. 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" small govern. ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT. 2.1 Contract Sum. Subject to any limitations set forth in this Agreement, City agrees to pay Contractor the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed One Hundred Ninety One Thousand Six Hundred Seventy One Dollars and Sixty One Cents ($191,671.61 ) (the "Contract Sum"), unless additional compensation is approved pursuant to Section 1.8. 01007.000I/679177.1 NDP -3- 2.2 Method of Com enation. The method of compensation may include: (i) a lump sum payment upon completion; (ii) payment in accordance with specified tasks or the percentage of completion of the services, less contract retention; (iii) payment for time and materials based upon the Contractor's rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation. 2.3 Reimbursable Expenses. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Contractor at all project meetings reasonably deemed necessary by the City. Coordination of the performance of the work with City is a critical component of the services. If Contractor is required to attend additional meetings to facilitate such coordination, Contractor shall not be entitled to any additional compensation for attending said meetings. 2.4 Invoices. Each month Contractor 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, Contractor is certifying compliance with all provisions of the Agreement. The invoice shall 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. Contractor shall not invoice City for any duplicate services performed by more than one person. City shall independently review each invoice submitted by the Contractor 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 Contractor which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Contractor to be paid within forty-five (45) days of receipt of Contractor's correct and undisputed invoice; however, Contractor 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 Contractor for correction and resubmission. Review and payment by City for any invoice provided by the Contractor shall not constitute a waiver of any rights or remedies provided herein or any applicable law. 2.5 Waiver. Payment to Contractor for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Contractor. 01007.0001/679177.1 NDP 4- ARTICLE 3. PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. Contractor 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 Contractor, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) 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 Contractor, 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 Contractor 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 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 Contractor be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Contractor'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) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit " EY ). ARTICLE 4. COORDINATION OF WORK 4.1 R resentatives and Personnel of Contractor. The following principals of Contractor ("Principals") are hereby designated as being the principals and representatives of Contractor authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: Jess Hurd Account Executive (Name) (Title) 01007.00011679177.1 NDP -5• (Name) (Title) (Name) (Title) It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder. All personnel of Contractor, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of City. Additionally, Contractor shall utilize only competent personnel to perform services pursuant to this Agreement. Contractor shall make every reasonable effort to maintain the stability and continuity of Contractor's staff and subcontractors, if any, assigned to perform the services required under this Agreement. Contractor shall notify City of any changes in Contractor's staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance. 4.2 Status of Contractor. Contractor shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Contractor shall not at any time or in any manner represent that Contractor or any of Contractor's officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Contractor, nor any of Contractor's officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City's employees. Contractor expressly waives any claim Contractor may have to any such rights. 4.3 Contract Officer. The Contract Officer shall be [Kevin Kennedy, Information Technologies Manager, or] such person as may be designated by the City Manager. It shall be the Contractor's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Contractor shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 4.4 Inde endent Contractor. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Contractor's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Contractor shall perform all services required herein as an 01007.00011679177.1 NDP -6- independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Contractor 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. City shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint venturer or a member of any joint enterprise with Contractor. 4.5 Prohibition Against Subcontracting or AssignMent. The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Contractor shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Contractor, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder without the express consent of City. ARTICLE 5. INSURANCE AND INDEMNIFICATION 5.1 insurance Coverages. The Contractor 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: (a) 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, then 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 Contractor 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 Contractor in the course of carrying out the work or services contemplated in this Agreement. (c) Automotive Insurance fform CA 0001 d 1/87 including '!My 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 $1,000,000. Said policy shall include coverage for owned, non -owned, leased, hired cars and any automobile. 41007.00011679177.1 NDP -7- (d) Professional Liability. Professional liability insurance appropriate to the Contractor'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 Contractor's services or the termination of this Agreement. During this additional 5 -year period, Contractor shall annually and upon request of the City submit written evidence of this continuous coverage. (e) Subcontractors. Contractor 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 include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit "B". 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 Contractor'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. Moreover, 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 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 Contractor shall, prior to the cancellation date, submit new evidence of insurance in conformance with Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Contractor 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 endorsements 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. All certificates shall name the City as additional insured (providing the appropriate endorsement) and shall conform to the following "cancellation" notice: CANCELLATION: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATED THEREOF, THE ISSUING COMPANY SHALL MAIL THIRTY (30) -DAY 01007.0001/679177.I IVDP -8- ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER NAMED HEREIN. (to be initialed] Con for tials City, its respective elected and appointed officers, directors, officials, employees, agents and volunteers are to be covered as additional insureds as respects: liability arising out of activities Contractor performs; products and completed operations of Contractor; premises owned, occupied or used by Contractor, or any automobiles owned, leased, hired or borrowed by Contractor. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, employees or volunteers. Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. The Contractor agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which the Contractor may be held responsible for the payment of damages to any persons or property resulting from the Contractor's activities or the activities of any person or persons for which the Contractor is otherwise responsible nor shall it limit the Contractor's indemnification liabilities as provided in Section 5.3. In the event the Contractor subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, the contract between the Contractor and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Contractor is required to maintain pursuant to Section 5.1, and such certificates and endorsements shall be provided to City. S.3 Indemnification. To the full extent permitted by law, Contractor 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 Contractor, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Contractor is legally liable ("indemnitors"), or arising from Contractor's or indemnitors' reckless or willful misconduct, or arising from Contractor's or indemnitors' negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith: (a) Contractor will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; 01007.00011679177.1 NDA .9- (b) Contractor will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Contractor hereunder; and Contractor agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees. Contractor shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Contractor shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or wiffW misconduct of Contractor in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City's sole negligence or willfill acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City's negligence, except that design professionals' indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct ofthe design professional. The indemnity obligation shall be binding on successors and assigns of Contractor and shall survive termination of this Agreement. 5.4 Sufficiency of Insurer. 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 Risk Manager of the City ("Risk Manager") due to unique circumstances. If this Agreement continues for more than 3 years duration, or in the event the risk manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Contractor agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the Risk Manager. ARTICLE 6. RECORDS, REPORTS, .AND RELEASE OF INFORMATION 6.1 Records. Contractor shall keep, and require subcontractors to keep, such Iedgers, 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. Any and all such documents shall be maintained in 01007.00011679177.1 NDP -10- accordance with generally accepted accounting principles and shall be complete and detailed. 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. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Contractor's business, custody of the books and records may be given to City, and access shall be provided by Contractor's successor in interest. Notwithstanding the above, the Contractor shall fulIy cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act. 6.2 Reports. Contractor shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Contractor hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Contractor agrees that if Contractor becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Contractor is providing design services, the cost of the project being designed, Contractor shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Contractor is providing design services, the estimated increased or decreased cost estimate for the project being designed. 6.3 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the "documents and materials") prepared by Contractor, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Contractor will be at the City's sole risk and without liability to Contractor, and Contractor's guarantee and warranties shall not extend to such use, reuse or assignment. Contractor may retain copies of such documents for its own use. Contractor shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom. Moreover, Contractor 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. 01007.0001/674177.1 NDP -11- 6.4 Confidentiality and Release of Information. (a) All information gained or work product produced by Contractor in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Contractor. Contractor shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer. (b) Contractor, its officers, employees, agents or subcontractors, 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 Contractor gives City notice of such court order or subpoena (c) If Contractor, or any officer, employee, agent or subcontractor of Contractor, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Contractor for any damages, costs and fees, including attorneys fees, caused by or incurred as a result of Contractor's conduct. (d) Contractor shall promptly notify City should Contractor, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Contractor or be present at any deposition, hearing or similar proceeding. Contractor agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Contractor. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMNATION 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, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 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 7.2 Disputes: Default. In the event that Contractor is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Contractor for any work performed after the date of default. lnstead, the City may give notice to Contractor of the default and the reasons for the 01007.0001/679177.1 NDP -12- default. The notice shall include the timeframe in which Contractor may cure the default. This timeframe is presumptively thirty (34) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Contractor is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Contractor does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice of the Contractor's default shall not be deemed to result in a waiver of the City's legal rights or any rights arising out of any provision of this Agreement. 7.3 Retention of Funds. Contractor hereby authorizes City to deduct from any amount payable to Contractor (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Contractor's acts or omissions in performing or failing to perform Contractor's obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Contractor, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Contractor to insure, indemnify, and protect City as elsewhere provided herein. 7.4 Waiver. Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Contractor shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non -defaulting party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 7.5 Rights and Remedies are Cumulative. 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. 7.6 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 01007.000I/679177.1 NDP -13- remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Contractor shall file a statutory claim pursuant to Government Code Sections 905 et. seq. and 910 et. seq., in order to pursue a legal action under this Agreement. 7.7 Termination Prior to Expiration of Tenn. 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 Contractor, except that where termination is due to the fault of the Contractor, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Contractor 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 Contractor may determine. Upon receipt of any notice of termination, Contractor shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Contractor has initiated termination, the Contractor 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, except as provided in Section 7.3. In the event the Contractor has initiated termination, the Contractor shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. 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. 7.8 Termination for Default of Contractor. If termination is due to the failure of the Contractor 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 Contractor shall be liable to the extent that the total cost for 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 Contractor for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 7.9 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 may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. 01007.0001/679177.1 NDP -14- AR'T'ICLE S. CITY OFFICERS AND EMPLOYEES; NON-DISCRIMINATION 8.1 Non -liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Contractor, 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 Contractor or to its successor, or for breach of any obligation of the terms of this Agreement. 8.2 Conflict of Interest. Contractor covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Contractor's performance of services under this Agreement. Contractor further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the Contract Officer. Contractor agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects her/his financial interest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation. The Contractor warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 8.3 Covenant A ainst Discrimination. Contractor 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. Contractor shall take affirmative action to insure 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. 8.4 Unauthorized Aliens. Contractor hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 110I, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Contractor so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Contractor hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City. O t 007.000I1679177.1 NDP -Is- ARTICLE 9. NIISCELLANEOUS PROVISIONS 9.1 Notices. 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 Contractor, 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 personalty delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section. 9.2 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. 9.3 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. 9.4 Integration: Amendment. This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. 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. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Contractor and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. 9.5 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in 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 phrases, sentences, clauses, paragraphs, or sections 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 ofthe basic benefit oftheir bargain or renders this Agreement meaningless. 0I007.0001/679177.1 NDP -16- 9.6 Warranty_ & Reuresentation 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 "non -interests" pursuant to Government Code Sections 1091 or 1091.5. Contractor 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. Contractor 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. Contractor 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 der this Agreement void and of no force or effect. Contractor's Authorized Initials 9.7 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. iSIGNATURES ON FOLLOWING PAGE] 01007.0001/679in.1 NDP -17- i 1 i 1 * i iJ r�4 1l.i 1j) ��' •�4 '11.-: f it �{Y baa' - rt'�t■ .i �' Ym*:Eari f�Nwl '�crff OF tie ;Akbm26 City C SmUK-Sohad, CilyAgDmy fel CONTRACTOR: s6 i�- �1 •t#1-Tsae lrt V !Y� THE OLLIVIER CORPORA71a CafifaMtia U2 Nm= tetras-%%"Ac�md-JLA Title; 43eGl. AAA- I C O .- Name: to.-ru 't%n�cAdjpm Title: see,rw-Acee[ Address: 8726 Se�uNveda Bhrd.. M l l Las Angles. CA 9W45 -4M Tiro carporate uMcersignatm'es required when Cuut meter is a corporaftm, with one signature repired from each of the lbDav ttg groups: I) C kab msn of the Board, President or any Vice President; and 2) Secretary, any Assistiat Secretary, Cbid MmucEtl Otiiw or any Assistant Treasurer. CONTRACTOR'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE AITESTA77ONS SMALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR'S BUSIN]M ENTITY. 0lW7 OalXNt7ttNDP -I& CALEFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the I document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF I ieELES C7RAVOyC On 020 before me, �Q.�YNl ersonally appeared W15�70��0A0 p S ed to me on the basis of s tisfactory evid nce to be the person(s) whose names s subscribed to the within ' ent and acknowledged to me tha�y executed the same u t Si t eiri uthorized capacity(ies), and that b hi it 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. ev �' WITNESS had o ci 5e CcrMIUS o. ommlds10e No. ?3206" NOTARY PU@LIC•CAL1PO*m,A 1 Signature: ORANGE COUNTY ' Atr CCDM- fUMMS Feb i, $�_a OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and coµld prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER IIES�ONOFATTGACHED DOCUMENT ❑ INDIVIDUAL CO { �F Ad R TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING: (NAME OF PE $ON(S) OR �NTITY(IE )) 01007.00011679177.1 NDP QM 0� �o � amxj}f-'� TITLE OR TYPE OF DOCUMENT 60'1 1 NUMBER OF PA DATE OF DOCUMENT CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT IA 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 L"4WQBLES ,, , `�� On20 before me,tAtA UIi Q. `W Oren onaliy appeared WO ML proved to me on the basNosvislfuactoprry evidence to be the persons) whose ames(s t subscribed to the within ins ent and acknowledged to me executed the same iq er thorized capacity(ies), and that by signature(s)on the instrument theperson(s),or the entity upon behalf of which the person(s) acted xeZ d the tY P F () , instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the fore oin ar ph is true and correct. n C MILLE D. BUNIM Commission No.;320626 WITNESSh d Rffiic' a POVARY ruNLic.c.�►woRNIA l%!1 I! . [ _ _ ORANGE COUNTY Signature:) !dX./siw ` �` i;r— Mr aefn�n. aXu+Ir•� F.a s. zuz. 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 I3ES NIO OFFAATTTACHEDD U NT ❑ INDIVIDUAL �j CORPORATE OFFICER TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING: (NAME OF PERSQN(S) ORTITY(IES) 8rnY�h�c' Lt�e. i 1 vti*ev owl 01007.00011679177.1 NDP cAn 0 w4lk LE OR TYPE OF DOCUMENT t �� s NUMBER OF PAG DATE OF DOCUMENT OTHER THAN NAMED EXH BIT "A" SCOPE OF SERVICES 1. Contractor will perform the following Services to install fully functional surveillance, access control, and access alarm systems at Carson City Yard, 18620 S Broadway, Carson, including: A. Surveillance Cameras. Program and installation of surveillance cameras connecting to existing cable and patch panels and supply all needed programming to deliver a "turn key" fully functional Arcules SasS based surveillance system for 90 days retention: 1. Building A -- mounted in existing wall mount rack (a) 2 — Axis 4 port POE + switch with 370W power and 2SFP fiber ports (b) 1 APC 2000VA Rack Mount UPS (c) 1— Arcules Network Camera Bridge (90 -day retention) 2. Building A — cameras (a) 2 Axis P3225 -LV, 2MP High definition indoor dome cameras (b) 12 Axis P3225 -LIVE, 2 MP high definition outdoor dome cameras (outdoor rated in whse) (c) 3 Axis Q3708-PVE, 3 x SMP high definition, multi -sensor 180 - degree camera (d) 1 Axis Q3717 -PE, 4 x 2MP high definition, multi -sensor indoor/outdoor cameras (e) 3 Axis M3067 -P fisheye camera (f) Running new yellow Cat6 Cable for 2 mezzanine cameras and one new equipment room camera, all approximate 100' runs (g) Running new yellow Cath Cable for 3 hall fisheye cameras and one new ceiling mount interior dome camera, all approximate 90' runs in T -Bar 3. Building B — mounted in existing wall mount rack (a) 1 — Axis 24 port POE+ switch with 370W power and 2 SFP fiber ports (b) 1— APC 2000VA Rack Mount UPS 01007.00011674177.1 NDP A-1 V1.1 1— Arcules Network Camera Bridge (90 -day retention) 4. Building B — cameras (a) 5 Axis P3225 -LV, 2 MP high definition indoor dome cameras (b) 2 Axis P3225 -LVE, 2 MP high definition outdoor dome cameras (c) 2 Axis P3717 -PE, 4 x 2MP high definition, multi -sensor indoor/outdoor cameras 5. Building C — mounted in existing wall mount rack (a) 1 — Axis 24 port POE+ switch with 370W power and 2 SFP fiber ports (b) 1 APC 2000VA Rack Mount UPS (c) 1— Arcules Network Camera Bridge (90 -day retention) 6. Building C -- cameras (a) 6 Axis P3225 -LVE, 2 MP high definition outdoor dome cameras (outdoor rated in whse) (b) 1 Axis P3717 -PE, 4 x 2MP high definition, multi -sensor indoor/outdoor camera (c) 2 — Axis M3067 -P fisheye camera (d) Axis P3225 -LVE, 2MP high definition outdoor dome cameras (e) Running new yellow Cath Cable for 2 hall fisheye cameras and one new ceiling mount interior dome camera, all approximate 90' runs in T Bar (fl Running new yellow Cath Cable for one new camera ceiling mounted on the eave outside the main entry door, approximate 65' run B. Intrusion System. The Intrusion scope of work will include the installation of a new intrusion system together with monthly monitoring. Contractor will install the intrusion panels, keypad, wireless transmitter, door contacts and motion sensors, and will program and commission the system. Contractor will install the following Intrusion components at the City Yard: 1. Building A — Intrusion Detection System (a) 1 Bosch 64 zone panel 01001.0001/679177.1 rror -2 (b) I Bosch Cellular Backup Communicator (c) 5 Bosch Hardwire LCD Keypads (d) 1 Bosch wireless high-power receiver (e) 2 Bosch Hardwire siren (f) 10 Bosch wireless Motion Sensors (g) 14 Bosch wireless door sensor/transmitter 2. Building B — instruction Detection System (a) I Bosch 64 zone panel (b) 1 Bosch Cellular Backup Communicator (c) 2 Bosch Hardwire LCD Keypads (d) 1 Bosch wireless high-power receiver (e) 2 Bosch Hardwire siren (f) 7 Bosch wireless Motion Sensors (g) 10 Bosch wireless door sensor/transmitter 3. Building C — Intrusion Detection System (a) 1 Bosch 64 zone panel (b) 1 Bosch Cellular Backup Communicator (c) 2 Bosch Hardwire LCD Keypads (d) i Bosch wireless high-power receiver (e) 2 Bosch Hardwire siren (f) 4 Bosch wireless Motion Sensor (g) 13 Bosch wireless door sensor/transmitter C. Access Control. The access control scope of work will include the installation of an access control system which will run as a stand-alone system. Contractor will install access control panels in each of the 3 buildings to support the doors within each building. Contractor will build and install a Brivo panel enclosure in each building together with new 24V bck power supplies, and will install new HID multiclass 01007.0001/679177.1 NDP A-3 smart card readers on 14 doors. Contractor will install all card readers, all panels, will terminate all access control cables on the doors and on the panels, and will program and commission the new readers on the new Brivo SasS based hosted access control software. Contractor will test each door for forced open and propped open conditions and will test each reader accordingly. Following all testing, Contractor will import the City's existing access control database, if desired, into the Corporate Yard Brivo access control system. In addition, Contractor will issue the City 500 new access cards to be issued to City employees and will add new access cards to the system. Contractor will configure up to three of the following: time zone, access group, door schedule and populate info for up to five access cards during system training. Contractor will provide installation staff, project specialists, and project management to oversee installation and will provide 2 -hour training session on the use of the system. Contractor will install the following Access Control components at City Yard: 1. Building A — Access Control System (a) 1 Brivo panel enclosure and control (b) 1 Altronix 24V lock power supplies (c) 8 HID card readers (d) 7 Request to exit motion detectors (e) 3 Concealed door contacts (f) 6 Armored cable surface -mount (g) 1 intercom system door station (h) 1 intercom master station (i) 1 interstitial door unlock button 2. Building B — Access Control System (a) 1 Brivo panel enclosure and control (b) 1 Altronix 24V lock power supplies (c) 6 HID card readers (d) 5 Request to exit motion detectors (e) 4 Concealed door contacts (f) 2 Armored cable surface -mount 01807.0001/679177.1 NDP A4 (g) 1 intercom system door station (h) 1 intercom master station (i) 1 interstitial door unlock button 3. Building C — Access Control System (a) 1 Brivo panel enclosure and control (b) 1 Altronix 24V lock power supplies (c) 2 HID card readers (d) 2 Request to exit motion detectors (e) 2 Armored cable surface -mount D. Access Control — EIectrified Locking Hardware and Installation 1. Building A (a) Main Entry — 2 Mag -locks, Door release button (b) IDF — 1 Schlage Cylindrical Lock (Satin Chrome), 4.5" x 4.5" transfer hinge (c) Warehouse Doors — 5 Surface Mount Rim Device Strike (d) Parking Pedestrian Gate I Surface Mount Rim Device Strike 2. Building B (a) Main Entry -2 Mag -locks, Door release button (b) IDF —1 Schlage Cylindrical Lock (Satin Chrom), 4.5" x 4.5" (c) Warehouse Doors — 3 Surface Mount Rim Device Strike (d) Parking Pedestrian Gate 1 Surface Mount Rim Device Strike 3. Building C (a) Warehouse Doors — 2 Surface Mount Rim Device Strike E. Contractor shall provide video hosting, alarm monitoring and Brivo SasS services. 0t007.0001/679t77.1 NDP A -J F. Proiect Administration. Contractor shall provide all coordination with trades and contractors. Contractor shall provide Project Management and attend up to 3 in- person constriction meetings. G. Project Closeout and Customer Assurance. Contractor shall conduct a performance pre-test in advance of customer acceptance test. Contractor shall perform a customer walk-through with Contract Officer to demonstrate system functionality. Contractor shall provide a one (1) year warranty on all parts supplied by Contractor and 90 days on labor. f. As part of the Services, Contractor will prepare and deliver the following tangible work products to the City: A. NIA M. In addition to the requirements of Section 6.2, during performance of the Services, Contractor will keep the City apprised of the status of performance by delivering the following status reports: A. NIA IV. All work product is subject to review and acceptance by the City, and must be revised by the Contractor without additional charge to the City until found satisfactory and accepted by City. V. Contractor will utilize the following personnel to accomplish the Services: A. Gilbert Morales B. Virgil Melgar C. Steven Vegh D. Peter Lupercio 01007.0001/679171.1 NDP A-6 EXHIBIT"B" SPECIAL REQUIREMENTS (Snoerseding Contract Boilerplate) 1. Section 1.10, "Compliance with Labor and Wage Laws", is hereby added to the Agreement as follows (additional language identified in bold italics, and deletions shown in "1.10. Compliance with Labor and Wage Laws (a) Public Work The Parties acknowledge that the work to be performed under this Agreement is a `public work" as defined in Labor Code Section 1720 and that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter I (commencing with Section 1720) of the California Labor Code relating to public works contracts and the rules and regulations established by the Department of Industrial Relations ("DIR' j implementing such statutes. The work performed under thisAgreement is subject to compliance monitoring and enforcement by the DIR. Contractor shall post job site notices, as prescribed by regulation. (b) Registration with DIR Pursuant to Labor Code section 1771. 1, Contractor and all subcontractors must be registered with, and pay an annual fee to, the DIR prior to and during the performance of any work under this Agreement (c) Prevailing Wages. Contractor shall pay prevailing wages to the extent required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per deem wages are on file at City hall and will be made available to any interested party on request By iniarting any work under this Agreement, Contractor acknowledges receipt of a copy of the DIR determination of the prevailing rate ofper diem wages, and Contractor shall post a copy of the some at each job site where work is performed under this Agreement If this Agreement is subject to the payment of federal prevailing wages under the Davis Bacon Act (40 U.S.C. § 3141 et seq.), then Contractor shall pay the higher of either the state for federal prevailing wage applicable to each laborer. (d) Penalty for Failure to Pay Prevailing Waves. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the pa yment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Contractor shall, as a penalty to the City, forfeit two hundred dollars ($200) for each calendar day, or portion thereof, far each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Contractor or by any subcontractor. (e) Payroll Records Contractor shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Contractor and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjuiy, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform the City of the location of the records. (� AnnrenContractor shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8, 01007.000I/679177.1 NDP B-1 Section 200 et seq. concerning the employment of apprentices on public works projects, Contractor shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under thisAgreement, Contractor shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within sixty (60) days after concluding work pursuant to this Agreement, Contractor and each of its subcontractors shall submit to the City a verified statement of theJourneyman and apprentice hours performed under this Agreement (g) Eight -Hour Work Day. Contractor acknowledges that eight (8) hours labor constitutes a legal day's work. Contractorshall comply with and be bound by Labor Code Section 1810. (h) Penalties for Excess Hours. Contractorshall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Contractor shall, as a penalty to the City, forfeit twenty-five dollars ($25) for each worker employed in the performance of thisAgreement by the Contractor or by anysubcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code section 1815, work performed by employees of Contractor in excess of eight (8) hours per day, and forty (40) hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than one and one -hay (1'/s) times the basic rate of pay. (i) Workers' Compensation. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees if it has employees. In accordance with the provisions of California Labor Code Section 1861, Contractor certifies as follows: "I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract." 0) Contractor's Responsibility or Subcontractors. For every subcontractor who will perform work under this Agreement, Contractor shall be responsible for such subcontractor's compliance with Division 2, Part 7, Chapter I (commencing with Section 1720) of the California Labor Code, and shall make such compliance a requirement in any contract with any subcontractor for work under this Agreement. Contractor shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a review of the certified payroll records of the subcontractor on a periodic basis or upon becoming aware of thefaflure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Contractor shall diligently take corrective action to halt or rectfy any such failure by any subcontractor. " 01007.0001/679177.1 MDP B-2 EX Mff "C" SCHEDULE OF COMPENSATION 1. Contractor shall perform the following Services at the following rates: *Line Item Price Summary attached as Exhibit C-1. * * Includes $35.00 per panel x 3 panels. ***Includes $20.00 x 16 readers and two unlock doors. 11. A retention of ten percent (10%) shall be held from each payment as a contract retention to be paid as part of the final payment upon satisfactory completion of services. M. Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task sub -budget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 1.8. IV. The City will compensate Contractor for the Services performed upon submission of a valid invoice. Each invoice is to include: A. Line items for all personnel describing 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. 01007 0601/679177.1 NDP C-1 SERVICES RATE SUB -BUDGET A. All purchase and installation of equipment, configuration, testing, and training, project management, drawings and close out documents NIA $159,163.61 B. Video Hosting $2,244/mo. $26,928.00 C. Alarm Monitoring $105.00/mo.** $1,260.00 D. Brivo SasS $360.00/mo.*** $4,320.00 TOTAL $191 671.61 *Line Item Price Summary attached as Exhibit C-1. * * Includes $35.00 per panel x 3 panels. ***Includes $20.00 x 16 readers and two unlock doors. 11. A retention of ten percent (10%) shall be held from each payment as a contract retention to be paid as part of the final payment upon satisfactory completion of services. M. Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task sub -budget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 1.8. IV. The City will compensate Contractor for the Services performed upon submission of a valid invoice. Each invoice is to include: A. Line items for all personnel describing 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. 01007 0601/679177.1 NDP C-1 V. The total compensation for the Services shall not exceed $191,671.61 as provided in Section 2.1 of this Agreement. VI. The Contractor's billing rates for all personnel are attached as Exhibit C-1. NIA. 01007.00011679177.1 NDP C- EXHIBIT C-1 o13.q�0Da-Y85Z4POe+FlebaCrltS 4 X66.94 #3{,547.75 G1i-313-9y, - Ga%Nmy. od QpW" Wo Mlpm - 5 year 3 $MAD WIOAG rw"aw - 33 cpm m ted 20 Owboom Sa�d�000i11N!!.-AFCSmartWX20WORadPOW 3 $1I249 $5^s6 09"1- Axa P3225 -W Hk 9 [ MNwk C WM a pan $0".70 01593-DOi - AXIS PM4&tVE Nftva k Owma 22 "mm $14,951.57 AXIS QVCS*M OW NE'1'WM CAIMCPAWM 3 #1.9'41.79 $SAU36 P371741 E FDO OM V CAtWO, a MP, NO JR WlM 4 $1,310.04 #4MIS 0173t- M-AX!!M1W-P 5 "9734 W E3" Qn* AC$m m 101 a Panel IUt � duels and f Rlt# mbd enlipeiwe +�MwmtpowerStgp1Y UIatSuppORPbwerFar ambaft Lodes* WMOnarACSMM SIX (6) RMWtbpadq►88weneA 1 X472,64 $?, GxW P+ WKa i - s Z6= -E2- e4 oo 9&9 2 D00e ACS300 oxemhex 3 MA9 ALWftLPWM a a =ftVtVM PMW9XhlftW 3 00 amm" UVOC Z clasa4 2io atUWAr, 6" 6W kft m SAT TW,12v 7AH 8A3 l Z V 12 $22.4 $M92 Rcadtr, ruulpClASS SEis pkv i INar7ba� I�Mo gr 1t1p 36 $Z2.0 #2,7i9 53 Cmbbdkr Commmi ,18 ir4h mft"wCowwot�rt1 Pdymbmft �m"4* Ib wS� mmla�OA DO tIH)tr pd! MatlaA Sensor 14 $7537 $1,05"x.19 7 $L395 '�64 V4 wm Leoft MT�4 �aDa49=1111, Thmw Pdeoatdb f mVrAft omuK� jr4ugd4 Alsdnurt HoaelnQ, 8 oras #2'30Aa r4 Anmed 00*, Cbmd Lowe Vft Crap, 3' Gw SW 00IMPOSPE IC4JSS SEDS COPifACTL S6 SMART CARD 500 $3;4B $$4MA0 BK,�p'PQ(a, FIGL066„ Bim, "mini aws LAM CAT G PlM NI C MP YPLLQW 100a8J[ 3 ONZ #928.55 W12G.0 - w (885126, 86303, VIGO, MCI) 3 $4407 #1,333.71 Sm�N On SkVle Gene Place, 3 - 28 VDC. 6 $V.41 $t" 8940W -809dh Sllmlbjeh i� 9 X91 $2,52$.38 (36M - RAOLOTI WlRELt'SS NIT 01.10;, PW, 2x 3 #242.06 Ms u DDDRftWPM RFRi6A- 80edh VNndM (Pter 3 ;156,06 $468.19 RF�A - PM CURTAIN MOWN CM=M - 18 $82.22 $3,47w 4M r, PETINWJNE RFD*R"- ODMW "OON TAa- 9MAM mouNr X sWS7 #1, W.70 22, f4 S1aC SKO PLENUM CMP 100M 2 $Wz #ia6.50 Ooar aefflC Sbft UgueFA 121N VK a 4%WSk 2000 LbStallc L0a4 SaW StWnbMSted 12 $SI1.90 $413 m $dlb a howwidWy llp t 0 P Jkxk24WC 4 $3b246.11 SDC 15811S%W4 660!88 C,R 1 W sC [Em LaX 4 14MO #oZ73 Pltg Lock "Moog mddma amd 4 Wmw 01007.00011679177.1 NDP -3 Farts Ltct T�yabl._ (Ltv Unit Pnce 7ohl Convrarts is - • •s• - is ..c :e :r .i m msw wj mft2 $w.b r47KM HUB•21,O+IA'E1�1bT1j1�Un$o&Dt7llwlbrd7wQ** 2 4VSS SM1C II�SCOMMMCO POSrMFLU MCJi8L wHr IDS PGW �38280 xcw L0! P&M i week OD rem Colin h9ad 11w egapaeCnt- PIN 381 ;13500 p�,l6Qo0 hMMvdTr r"-wr 72 u40m acAM pfaia"Wageml-Pw S2 U" ASOM or eoDowr ft -PW 24 IMM $,z" T"Pa= $MAMA Tm Labw.. ,eso oo Sato TMC wow mbmb ibl 01007.00011679177.1 NDP C4 EXHIBIT "D" SCHEDULE OF PERFORMANCE I. Contractor shall perform all Services timely in accordance with the following schedule: U. Contractor shall deliver the following tangible work products to the City by the following dates. A. NIA. III. The Contract Officer may approve extensions for performance of the Services in accordance with Section 3.2. 01007000116741771 NDP D-1 SERVICES TIME DEADLINE A. All purchase and 30 days 30 days from written installation of equipment, Notice to Proceed configuration, testing, and issued by Contract training, project Officer management, drawings and close out documents B. Video Hosting 1 year N/A C. Alarm Monitoring I year N/A D. Brivo SasS I year N/A U. Contractor shall deliver the following tangible work products to the City by the following dates. A. NIA. III. The Contract Officer may approve extensions for performance of the Services in accordance with Section 3.2. 01007000116741771 NDP D-1 ACORE> CERTIFICATE OF LIABILITY INSURANCE OATEtMMtDDIYYYY) `� 1 11/12/2020 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 Jeff Utz clo Arthur J. Gallagher Risk Management Services 6967 South River Gate Drive; Suite 200 CONTACT NAME: PHONE FAX MCAIL—EExu, NC No ; ADDRESS: karia barns@ajg com INSURERS AFFORDING COVERAGE NAIC M Saft Lake City, UT 84047 INSURER A. American Zurich Insurance Company 40142 INSURED StaffPay, Inc. dba. Emplicity Labor Contractor, for co -employees of The 011ivier Corporation INSURER B: INSURER C INSURER 0: 9651 Irvine Center Dr Suite 200 Irvine, CA 92618 INSURER E, INSURER F: COVERAGES CERTIFICATE NUMBER:19CA756971008 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE. INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS ILS TYPE OF INSURANCE INSD WVO S BRI POLICY NUMBER MMJODIYYC XP YY MEFF M1�01YY Y LIMITS COMMERCIAL GENERAL LIABILITY s EACH OCCURRENCEDAMAGE CLAIMS -MADE OCCUR TO i PREMISES Ea ocamence S MED EXP (Any one person) s PERSONAL 8 ADV INJURY $ I GENERAL AGGREGATE Is GEN'L AGGREGATE LIMIT APPLIES PER: POLICY F—] ECT F—] LOC PRODUCTS - COMPIOP AGG 5 Is n OTHER: AUTOMOBILELIABILITY lEa acel=s tlent ED SINGL LIMI $ Ea BODILY INJURY (Per person) s ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Par acudent) $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE $ Pet aeddent S —d OCCUR UMBRELLALIABHCLAIMS_MAOE i EACHO^wURRENCE $ EXCESS LIAR AGGREGATE _ E DED I I RETENTION s $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANYPROPRIETORIPARTNERIEXECUTIVE OFFICERIMEMBER EXCLUDED? N f A X WC 16-56-627-02 12/01/2019 _ OTTH- X STAR71j7EER `EL EACH ACCIDENT S 1,000,{100 1210112020 -- - (Mandatory In NHI E L DISEASE • EA EMPLOYEE S 1.000.000 if yes describe under DESCRIPTION OF OPERATIONS below E L. DISEASE - POLICY LIMIT S 1,000,000 I Location Coverage Period: 112/01/2019 12/01/2020 Client# 10988 -CA DESCRIPTION OF OPERATIONS I LOCATIONS t VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) Coverage is provided for The 011ivier Corporation Waiver of Subrogation issued in favor of City of Carson. its elected and appointed only those co -employees 8726 S. Sepulveda Blvd #0311 officers, employees. Volunteer and agents. of, but not subcontractors Los Angeles, CA 90045 to: Endorsements. Waiver of Subrogation, 30 days written cancel notice (10 days for non payment of premium) GERTIFIGATE HOLDER CANCELLATION CITY OF CARSON SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 701E Carson Street THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Carson, CA 90745 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Ii/1q/2020 " /l/Z- ©1988-2015 ACORD CORPORATION. All rights reserved. a A�`O 1r7D AC� CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDIYYYY) 1111 V2020 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 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 Wood Gutmann & Bogart 15901 Red Hili Ave., Suite 100 Tustin CA 92780 CONTACT Shaby Ani ad PHONE FAX FAIC. No. Fxtiv 714-505-7000 IJVC, No): 714-573-1770 ADM JUL samiad@wgbib.com INSURERIS) AFFORDING COVERAGE NAIC0 9/1/2020 INSURER A: Everest Indemnity Insurance Co EACH OCCURRENCE S 1 000.000 INSURER B: Everest Indemnity Insurance Co INSURED OLLIV-1 The 011ivier Corporation 8726 S. Sepulveda Blvd., #D311 INSURER C: Everest Denali Insurance Co 16044 INSURER D: Los Angeles CA 90045 INSURER E: PREMISES Ea occurrence $100.000 INSURER F: COVERAGES CERTIFICATE NUMBER: 676132783 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR LTR TYPE OF INSURANCE AODL�SUBRj POLICY NUMBER POLICY EFF POLICY EXP MMIDDfYYYY) I IMMfDDfYYYY1 I LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y 51 GLO15339201 9/1/2020 9!112021 EACH OCCURRENCE S 1 000.000 CLAIMS -MADE DDOCCUR I PREMISES Ea occurrence $100.000 MED EXP (Any one person) $5000 PERSONAL & ADV INJURY $1000,000 GENERAL AGGREGATE S 2 000,000 AGGREGATE LIMIT APPLIES PER PGEN'L POLICY [K JECT LOC PRODUCTS - COMPIOP AGG S 2 000,000 PER PROJECT AGG S 5 000,000 OTHER. C AUTOMOBILE LIABILITY Y Y 51 CADOW76201 9/1/2020 9/1/2021 CEaOMBIstudeNEDnt SINGLE LIMIT $ I _000.000 BODILY INJURY (Per person) S X ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident)S PROPER 1DAMAGE $ NON -OWNED HIRED AUTOS AUTOS $ B UMBRELLALIAB X OCCUR 51CCO05800201 9112020 9112021 EACH OCCURRENCE $5,000,000 AGGREGATE S 5.000.000 X EXCESS LIAR CLAIMS -MADE DED I RETENTION S $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y I N STATUTE ERH ANY PROPRIETORIPARTNERIEXECUTIVE E L EACH ACCIDENT $ OFFICERIMEMBER EXCLUDED7 N I A E L. DISEASE - EA EMPLOYE $ (Mandatory in NH) DIt Ees SCRIPscribe under TION OF OPERATIONS below E L DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES IACORD 101, Additional Remarks Schedule, may be attached If more space Is required) Certificate holder(s) istare named as additional insured per the attached endorsements as required by written contract subject to the terms & conditions of the policy: General Liability - Additional Insured Ongoing Operations & Completed Operations # ECG 20 612 04 15 General Liability - Primary & Non -Contributory Insurance # ECG 24 520 08 05 General Liability - Blanket Waiver of Subrogation # ECG 24 522 04 02 General Liability - Per Project Aggregate # ECG 25 529 01 10 Auto - Blanket Additional Insured & Waiver of Subrogation # ECA 04 506 06 09 See Attached... Ls1 SLA I I R Le1_1 E Zvi Lai 01 aI ;q:1 �n} SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Carson 701 E Carson Street AUTHORIZED REPRESENTATIVE Carson CA 90745 11/14/2020 ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD ACORL70 `� AGENCY CUSTOMER ID: OLLIV-1 LOC #: ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY Wood Gutmann & Bogart NAMEDINSURED The 011ivier Corporation 8726 S Sepulveda Blvd. #D311 Los Angeles CA 90045 POLICY NUMBER CARRIER NAIC CODE EFFECTIVE DATE; ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE - Blanket Primary & Non -Contributory # ECA 24 509 04 14 lional Insured - of Carson, its elected and appointed officers. employees, volunteers and agents ACORD 101 (2008101 ) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 51GLO15338-201 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. be- low applies. If this insurance is primary, our ob- ligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described 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 noncontributory, if the written contract or agreement was made prior to the subject *oc- currence" or offense. b. Excess Insurance This insurance is excess over. (1) Any of the other insurance, whether pri- mary, excess, contingent or on any other basis: (a) That Is Fire, Extended Coverage, Builders Risk, Installation Risk or simi- lar 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 In- jury 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 Mich you have been added as an addi- tional insured by attachment of an en- dorsement. 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 contribu- tion by equal shares, we will follow this method also. Under this approach each insurer con- tributes equal amounts until it has paid its ap- plicable limit of Insurance or none of the loss remains, whichever comes first. ECG 24 620 08 05 Includes copyrighted material of Insurance Services Office, Page 1 of 2 13 Inc., with its permission. If any of the other Insurance does not permit contribution by equal shares, we Will contribute by limits. Under this method, each insurer's share is based on the ratio of Its applicable limit of in- surance to the total applicable limits of Insurance of all Insurers. ECG 24 620 86 05 Includes copyrighted material of Insurance Services Office, Inc. Page 2 of 2 Used with its permission. POLICY NUMBER:51GLO15338-201 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED CONSTRUCTION PROJECT(S) GENERAL AGGREGATE LIMIT WITH CAP This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Designated Construction Projects: Blanket Where Required Per Written Contract Designated Construction Project General Aggregate Limit Cap: $5,000,000 no entry appears above, information required to complete this endorsement will be shown as applicable to this endorsement.) A. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under SECTION I — Coverage A, and for all medical expenses caused by accidents under SECTION I - Coverage C, which can be attributed only to ongoing operations at a single designated construction project shown in the Schedule above: 1. A separate Designated Construction Project General Aggregate Limit applies to each designated construc- tion project, and that limit is equal to the amount of the General Aggregate Limit shown in the Declara- tions. However, the separate Designated Construction Project General Aggregate Limit(s) are subject to a Designated Construction Project General Aggregate Limit Cap in the amount shown in the above Sched- ule of this endorsement. The Designated Construction Project General Aggregate Limit Cap is the most we will pay under the Designated Construction Project General Aggregate Limit for all designated con- struction projects combined. 2. The Designated Construction Project General Aggregate Limit is the most we will pay for the sum of all damages under Coverage A, except damages because of "bodily injury" or "property damage" included in the "products -completed operations hazard", and for medical expenses under Coverage C regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 3. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the Designated Construction Project General Aggregate Limit for that designated construction pro- ject and the Designated Construction Project General Aggregate Cap. Such payments shall not reduce the General Aggregate Limit shown in the Declarations nor shall they reduce any other Designated Construc- tion Project General Aggregate Limit for any other designated construction project shown in the Schedule above. However, such payments for damages and medical expenses included in the Designated Con- struction Project General Aggregate Limit for all designated construction projects combined will reduce the Designated Construction Project General Aggregate Limit Cap. 4. The limits shown in the Declarations for Each Occurrence, l=ire Damage To Premises Rented To You and Medical Expense continue to apply. However, instead of being subject to the General Aggregate Limit shown in the Declarations, such limits will be subject to the applicable Designated Construction Project General Aggregate Limit. ECG 25 529 01 10 Copyright Everest Reinsurance Company, 2010 Page 1 of 2 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 40/40/40 B. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under SECTION I — Coverage A, and for all medical expenses caused by accidents under SECTION I — Coverage C, which cannot be attributed only to ongoing operations at a single designated construction project shown in the Schedule above: 1. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the amount available under the General Aggregate Limit or the Products -Completed Operations Aggregate Limit, whichever is applicable; and 2. Such payments shall not reduce any Designated Construction Project General Aggregate Limit. C. When coverage for liability arising out of the "products -completed operations hazard" is provided, any pay- ments for damages because of "bodily injury" or "property damage" included in the "products -completed op- erations hazard" will reduce the Products -Completed Operations Aggregate Limit, and not reduce the General Aggregate Limit nor the Designated Construction Project General Aggregate Limit. D. If the applicable designated construction project has been abandoned, delayed, or abandoned and then re- started, or if the authorized contracting parties deviate from plans, blueprints, designs, specifications or time- tables, the project will still be deemed to be the same construction project. E. The provisions of Section III - Limits Of Insurance not otherwise modified by this endorsement shall continue to apply as stipulated. F. If this policy contains any retained limits, Self Insured Retentions, deductibles or similar provisions, such provisions shall also apply to this endorsement. ECG 25 529 01 10 Copyright Everest Reinsurance Company, 2010 Page 2 of 2 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Policy Number: 51CAD00676201 COMMERCIAL AUTO ECA 24 509 04 14 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION - BLANKET This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE PART Paragraph c. of the Other Insurance General Condition is replaced by the following: c. Regardless of the provisions of Paragraph a. above, this Coverage Form's Liability Coverage is primary and we will not seek contribution from any other insurance for any liability assumed under an "insured contract" that requires liability to be assumed on a primary noncontributory basis. Additionally, only the coverage and limit of insurance requirements of the "insured contract" shall apply, and in no event shall those requirements exceed the coverage and limits of insurance provided under this policy_ ECA 24 509 04 14 Copyright, Everest Reinsurance Company, 2014 Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., used with its permission Policy Number. 51CAD00676201 COMMERCIAL AUTO ECA 04 506 06 09 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 O anizations As Insureds Broadened Blanket Additional Insureds Broadened Employees As Insureds(Non-Ownership) Broadened Su lementa Pa menta — 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 Subroation Broadened Unintentional Failure To Disclose Hazards Broadened Bodily Injury Includes Mental Anguish Broadened Coverage Territory Extension - Mexico Broadened ECA 04 S06 06 09 Copyright, Everest Reinsurance Company, 2009 Page 1 of 5 13 Includes copyrighted material of Insurance Services Office, Inc. used with its permission. A. Who Is An Insured The following is added to Paragraph A.T. of Sec- tion II — 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: 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 go- vernmental entity to this policy as an additional 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 11 — 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 — 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 5 Copyright, Everest Reinsurance Company, 2009 ECA 04 506 06 09 d Includes copyrighted material of Insurance Services Office, Inc. used with its permission. E. Glass Breakage — Hitting A Bird Or Animal — Falling Objects or Missiles The following is added to Paragraph A.3. of Sec- tion 111— 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. F. Loss Of Use Expenses Paragraph A.4.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 ex- penses 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 expenses to return you. H. Airbag Coverage reasonable and necessary a stolen covered "auto" to 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. 1. Electronic Equipment Coverage The following exception is added to Paragraph B.4.c. of Section III — Physical Damage Cover- age: Exclusion 4.c. does not apply to permanently in- stalled "electronic equipment" within a covered "auto". Permanently installed equipment includes equipment, which is: a. Removable from a housing unit which is per- manently installed in the covered "auto" at the time of the "loss'; and b. Designed to be solely operated by use of the power from the "auto" electrical system, in or upon the covered "auto'. The most we will pay in the event of a covered "loss" under this provision is the lesser of: a. The actual cash value of the "electronic equip- ment" at the time of the "loss"; b. The cost of repairing or replacing the "elec- tronic equipment" with other "electronic equip- ment" of like kind or quality; or c. $3,000. No deductible will apply to this coverage provision. This provision shall not apply to "electronic equip- ment" for which coverage is already provided by other primary collectible insurance. J. Single Deductible Provision The following is added to Paragraph D. of Section III — Physical Damage Coverage: If a Comprehensive or Specified 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 to 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: ECA 04 506 06 09 Copyright, Everest Reinsurance Company, 2009 Page 3 of 5 17 Includes copyrighted material of Insurance Services Office, Inc. used with its permission. 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 d. An executive officer or insurance manager, 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.S. of Sec- tion IV — 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 upon 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. N. Bodily Injury — Including 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 Page 4 of 5 Copyright, Everest Reinsurance Company, 2009 ECA 04 506 06 09 ❑ Includes copyrighted material of Insurance Services Office, Inc, used with its permission. 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. ECA 04 506 06 09 Copyright, Everest Reinsurance Company, 2009 Page 5 of 5 ❑ Includes copyrighted material of Insurance Services Office, Inc. used with its permission. POLICY NUMBER:51GL015338-201 COMMERCIAL GENERAL LIABILITY ECG 20 612 04 15 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 (FOR USE WITH FIRE SUPPRESSION SPRINKLER CONTRACTORS AND/OR ALARM CONTRACTORS) 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 inju- ry", "property damage" or "personal and advertis- ing 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 written agreement between the parties; or 2. The Limits of Insurance provided by this Coverage 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 "per- sonal 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 "per- sonal and advertising injury" arising out of any construction projects that are covered by a consolidated (wrap-up) insurance pro- gram. This exclusion also applies to any: (a) Work or operations performed; or (b) Materials, parts or equipment fur- nished; in connection with such wrap-up construc- tion projects. This exclusion applies whether or not the con- solidated (wrap-up) insurance program: (i') Provides coverage identical to that pro- vided by this endorsement; (ii) Has adequate limits of insurance to pay for all sums as damages because of "bodily injury", "property damage" or medical expenses; or (iii) Remains in effect during the entire period of the construction project. ECG 20 612 04 15 Copyright, Everest reinsurance Company 2015 Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc„ used with its permission. POLICY NUMBER: 51GLO15338-201 COMMERCIAL GENERAL LIABILITY EGG 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 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 f of 1 Q Inc., with its permission.