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HomeMy Public PortalAboutC-17-044 - Kam's Automotive, Inc. dba Falcon Towing Amendment No. 1, Towing and Storage Non-Exclusive FranchiseAMENDMENT NO.1 TO CITY OF CARSON TOWING AND STORAGE NON-EXCLUSIVE FRANCHISE AGREEMENT THIS AMENDMENT NO. 1 TO CITY OF CARSON TOWING AND STORAGE NON-EXCLUSIVE FRANCHISE AGREEMENT ("Amendment") by and between the CITY OF CARSON, a California municipal corporation ("City") and KAM' S AUTOMOTIVE, INC., a California corporation, dba FALCON TOWING ("Operator"), is effective as of the 31st day of August, 2020. RECITALS A. City and Operator, under the name "Falcon Towing, a California corporation," entered into that certain City of Carson Towing and Storage Non -Exclusive Franchise Agreement dated September 28, 2017 ("Agreement"), whereby Operator agreed to provide towing and storage of vehicles as requested by City. B. The full and correct legal name of Operator is and at all relevant times has been "KAM'S AUTOMOTIVE, INC., a California corporation." Operator does business as"Falcon Towing" pursuant to a fictitious business name registered with the County of Los Angeles. C. Section 1 of the Agreement provides that the term of the Agreement is for a three- year period commencing on September 1, 2017, and concluding, unless extended by City as authorized in the Agreement, on the close of business on August 31, 2020. D. Section 1 of the Agreement further provides that "City, through its manager, shall have the right, it its sole and unfettered discretion, to extend the term of the Agreement ... for two (2) additional one (1) year extended terms." E. City, through its manager, has elected to exercise the first of its two options to extend the term of the Agreement for a one-year extension term pursuant to Section 1 of the Agreement, and Operatoris agreeable to same. City and Operatornow desire to enter into this Amendment to effectuateCity's exercise of said option, thereby extending the term of the Agreement until the close of business on August 31, 2021, with one option remaining available to the City to extend the term of the Agreement for a further one-year period thereafter. F. City and Operator further desire, by this Amendment, to clarify and correct the legal name and description of Operator's business entityfor purposes of the Agreement, and to ratify and reaffirm the continuous and uninterrupted term of the Agreement from September 1, 2017 through the effective date of this Amendment. TERMS 1. Recitals. The foregoing recitals are true and correct, and are incorporated herein by this reference. 2. Contract Changes. The Agreement is amended as provided herein. -1- 01007.0001/665885.2 A. The term "Operator," and all references to "Falcon Towing," as used in the Agreement, shall be deemed, commencing from and after September 1, 2017, to mean and refer to "Kam's Automotive, Inc., a California corporation, dba Falcon Towing." B. Section 1 of the Agreement is hereby amended to read in its entirety as follows (added text shown in bold italics, deleted text shown in s#ikedffeugh): "The term of this Agreement is for afour (4)dr-ee- (3) year period commencing on September 1, 2017 and concluding, unless extended by City as authorized herein, on the close of business on August 31,20212020. City, through its manager, shall have the right, in its sole and unfettered discretion, to extend the term of this Agreement by giving notice to Operator, not later than thirty (30) calendar days prior to expiration of this Agreement, for one (])two(2)additional one (1) year extended term$. In the event City exercises its option to extend the term of the Agreement, all terms, conditions, and provisions of the original Agreement shall remain the same and apply during the extension period, with the exception that (i) the service charges may be renegotiated between City and Operator in good faith, and (ii) City may impose any additional conditions necessary to improve service to the public. If City exercises its option(s) under this Section 1, Operator understands and agrees that, for any extended term of this Agreement, any adjustments (increases or decreases) in rates charged for towing services and/or additional conditions must be approved by the Carson City Council." 3. Continuing Effect of Agreement. Except as amended by thisAmendment, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment, whenever the term "Agreement" appears in the Agreement, it shall mean the Agreement, as amended by this Amendment to the Agreement. 4. Affirmation of Agreement;Warranty Re Absence of Defaults. City and Operator each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein. Each party represents and warrants to the other that the Agreement is currently an effective, valid, and binding obligation. Operator represents and warrants to City that, as of the date of this Amendment, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. City represents and warrants to Operator that, as of the date of this Amendment, Operator is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. -2- 01007.0001/665885.2 5. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment. 6. Authority. The persons executing this Amendment 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 Amendment on behalf of said party, (iii) by so executing this Amendment, such party is formally bound to the provisions of this Amendment, and (iv) the entering into this Amendment does not violate any provision of any other agreement to which said party is bound. [SIGNATURES ON FOLLOWING PAGE] -3- 01007.0001/665885.2 11 1 ���i{+.`a, 'iii `1 i�. �; i�'�^ II Vii- •1„ ll� '!l. - r. �s,i ��' }¢.� •z.H rs! � !F:al ..sl.. �c- :Fret: "1.;'..- ..1..:11 I :.. �,-'1.` 'i.'k �/ilii'—ti.':. il- .Yq"7.sskVc- Sm" r. SW I=4 Coy Anomey [BR)l •'A '1='w'�ti 1yi OPERATOR: 1 AWS AUTOMOTNE, MC., a mon, dba. FALCON TOWING B Nam KUMMIML roje: eC 4te vu Date: 4 r S lili1'' By: N : �A4Z-J(Nl jv%� r + Title: Date: \-c Addms:15600 S. Allain SL Gardena, CA 90245 Two curporate uWeer sgpmtsres required when Operstar is a esrparatma, aah cue squatum regaaeri %m eadr of the Raming grmps: I) Ct►a rm of the Board, Prtddeat ar aay VKV Prokim .; and 2) Secretary, ray Amistaat Secttetary. Chef F'uaadd Officer or any Assnrat Treasww OPERATOR'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO OPERATOR'S BUSINESS ENTITY. -4- 01007.000116658852 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES 14iaMti►►ANlI�1�N/NOTd�rQlll On � 0 6 , 2020 before me, , personally appeared ar`d~ Nal)'M' , , l�j�roved to me on the basis of satisfactory evidence to be the persor)4) whose namesk) is/* subscribed to the within instrument and acknowledged to me that he/eke/they executed the same in his/1v6r/jkeir authorized capacity(iot), and that by his/ker/their signatureO on the instrument the person(, or the entity upon behalf of which the personA acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: ARTIN OHANNESIAN X VCOMM. #2331168 (A to �� HOTARY PUBLIC - CALIFORNIA LOS ANGELES COUNTY X My Comm. Expires Aug. 28, 2024 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. 01007.0001/665885.2 DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT q M! NUMBERIOF PAGES DATE OF DOCUMENT OTHER THAN NAMED ABOVE CAPACITY CLAIMED BY SIGNER ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLES) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) 01007.0001/665885.2 DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT q M! NUMBERIOF PAGES DATE OF DOCUMENT OTHER THAN NAMED ABOVE 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. COUNTY OF LOS ANGELES aNa I Jog44cC OnsQ , 2020 before meSO`it`' Su�°'�! ,personally appeared ku�Y1 �at NujMf proved to me on the basis of satisfactory evidence to be the person(sT-whose names(4).is/a —subscribed to the within instrument and acknowledged to me that he/skelgey executed the same in his/4aMWi authorized capacity(ies); and that by hispver/t>q?ir`signaturef s - n the instrument the person�o the entity upon behalf of which the person(oracted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my nd officia eal. "NIA SANDOVAL COw# 2315758Sign e: jj% dOi�YPUBU` CA�LIIFFORNIA y' YY CoYr. EXP. DEC. 21, 2023" 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. s E CAPACITY CLAIMED BY SIGNER INDIVIDUAL CORPORATE OFFICER TITLE(S) PARTNER(S) ❑ LIMITED ❑ GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) 01007.0001/665885.2 DESCRIPTION nOF ATTACHED DOCUMENT .�/ v 7- �Gltrl0.'7 �(7f.er l nc� � •� yjOneV -6-R/7C11 1 Pel 4g TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES Irti/I- DATE OF DOCUMENT N /%` OTHER THAN NAMED ABOVE Id i� Policy Number: 606788201/606622616/WVE 5038616 02 Date Entered. 11/10/2020 4CORO®DATE `� CERTIFICATE OF LIABILITY INSURANCE (MM/DDNYYY) 11/10/2020 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). MooucER MCIS 13700 TAHITI WAY #244 MARINA DEL REY, CA 90292 CONTACT LOLITA SAMARINI NAME: PHONE c•(310)390-0777 acNo:(310)390-0222 E-MAIL LOLITA@MANATEKINS.COM ADDRESS: COMMERCIAL GENERAL LIABILITY INSURERS) AFFORDING COVERAGE NAIC # INSURER A: TRUCK INSURANCE EXCHANGE 21687 NSURED KAMS AUTOMOTIVE INC. II INSURER B: INSURANCE COMPANY OF THE WEST 27847 INSURER C : DBA: FALCON TOWING INSURER D: 15600 S. MAIN STREET GARDENA, CA 90248 INSURER E INSURER F: PRAEM SES Ea occurreRENTEnce) $100,000 ;OVERAGES CERTIFICATE NUMBER: 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. iSR .TR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF MM/DDNYYY POLICY EXP MMIDDIYYYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $2,000,000 CLAIMS -MADE X OCCUR �/ X �/ X PRAEM SES Ea occurreRENTEnce) $100,000 MED EXP (Any one person) $ 5,000 PERSONAL &ADV INJURY $1,000,000 606622616 4/1/2020 4/1/2021 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 POLICY PET ® LOC PRODUCTS - COMP/OP AGG $2,000,000 $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT s2,000,000 Ea accident BODILY INJURY (Per person) $ ANY AUTO X X ` OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ HIRED NON -OWNED 606788201 4/1/2020 4/1/2021 AUTOS ONLY AUTOS ONLY Per accident $ UM $100K UMBRELLA LIAB HCLAIMS-MADE OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB DED I I RETENTION $ $ WORKERS COMPENSATION STATUTE ER ' AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNERIEXECUTIVEE.L. N/A X WVE 5038616 02 01/19/2020 01/19/2021 EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $1,000,000 . ON HOOK X 606788201 4/1/2020 4/1/2021 $150,000 $1,000 DED GKDP X 606622616 4/1/2020 4/1/2021 $100,000 $1,000/$2,5K PHYSICAL DAMAGE 606788201 4/1/2020 4/1/2021 COMP. & COLL $2K/$5K DED IESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) ity of Carson, its elected and appointed officers, employees, volunteers and agents are dditional insureds on GL and Auto policies. GL policy is Primary and Non-contributory. aiver of Subrogation endorsement in favor of City of Carson OR in favor of additional insured. 30 DAYS WRITTEN NOTICE OF CANCELLATION :ERTIFICATE HOLDER CANCELLATION CITY OF CARSON 701 E CARSON ST. �,� r G =' `) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE CARSON, CA 90745 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 1111D/20?0 AUTHORIZED REPRESENTATIVE LOLITA SAMARINI ©1988-2015 ACORD CORPORATION. All rights reserved. cCORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Policy: 606788201/606622616 1St Edition THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: BUSINESSOW NERS LIABILITY COVERAGE FORM BUSINESSOW NERSCOMMON POLICYCONDITIONS With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modi- fied bythe endorsement. SCHEDULE Name of Additional Insured Person(s) CITY OF CARSON Or Organization(s): Location of Covered Operation(s): 701 E CARSON ST. CARSON, CA 90745 Effective Date Of Endorsement: 11/03/2020 The BUSINESSOW NERS LIABILITY COVERAGE FORM is amended as follows: A. With respect to the additional insured described in paragraph B. of this endorsement, the following exclusions are added to paragraph 1. Applicable To Business Liability Coverage under Section B. Exclusions: This insurance does not apply to: 1. "Bodily injury" or "property damage" for which the additional insured(s) is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liabilityfor damages that the additional insured(s) would have in the absence of the contract or agreement. 2. "Bodily injury" or "property damage" occurring after: a. Your ongoing operations at the location of covered operations other than service maintenance or re- pairs performed by you or on your behalf have been completed; or b. The portion of your ongoing operation out of which the "bodily injury" or "property damage" arises has been put to its intended use by any person or organization. But in no event shall this insurance apply to "bodily injury" or "property damage" arising out of your operations that were completed prior to the effective date of this endorsement. 3. "Bodily injury" or "property damage" arising out of any act or omission of the additional insured(s) or any of its "employees", agents or contractors other than you, except for general supervision by the additional in- sured(s) of your ongoing operations performed by that additional insured. 4. "Property damage" to: a. Property owned, used or occupied by or rented to the additional insured(s); b. Property in the care custody or control of the additional insured(s) or over which the additional in- sureds) exercise physical control; or E0002 1st Edition Includes Copyrighted Material of Insurance Services Office, Inc. with its permission Pagel of 2 c. Any work including materials, parts or equipment furnished in connection with such work which is per- formed for the additional insured by you. B. Section C. Who Is An Insured is amended to include as an insured the person(s) or organization(s) shown in the Schedule, but only to the extent that the additional insured(s) is held liable for "bodily injury" or "property damage" caused in whole or in part by: 1. Your ongoing operations performed for such person or organization at the location designated above; 2. The acts or omissions of your subcontractors acting on "your" behalf on the scheduled project in the per- formance of your ongoing operations for the additional insured(s) which start and are completed within the effective period of this endorsement; or 3. The acts or omissions of such additional insured(s) in connection with its general supervision of such op- erations. C. With respect to this endorsement, "wrap up policy" means an Owner or Contractor Controlled Insurance Pro- gram providing one or a series of policies designed to cover a specific construction project that insures all of the persons and entities working on such project. The BUSINESSOW NERS COMMON POLICY CONDITIONS are amended as follows: With respect to the additional insured described in paragraph B. of this endorsement, Section H. Other Insur- ance is replaced by the following: H. Otherinsurance Primary and Non Contributory Insurance The coverage provided to an additional insured under this endorsement shall be primary and non con- tributory ONLY to any insurance issued directly to the additional insured if: a. The Named Insured agreed in a written contract or written agreement to provide the additional insured coverage on a primary and non contributory basis; b. Such written contract or written agreement referenced in a. above was executed prior to the is- suance of this endorsement; C. The additional insured designated herein has a policy with an Other Insurance provision making this policy excess; and d. There is no "wrap up policy" in effect for the work performed at the location designated in the Schedule of this endorsement. Excess Insurance If there is other valid and.collectable insurance available to the additional insured(s) as an additional insured under other policies covering the work performed at the location designated and described in the schedule of this endorsement, this insurance will be excess over those policies. This endorsement is part of your policy. It supersedes and controls anything to the contrary. Itis otherwise subject to all the terms of the policy. E0002 Ist Edition Includes Copyrighted Material of Insurance Services Office, Inc. with its permission Page 2 of 2 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. kA;1% FARM E R 5 E3306 INSURANCE 1st Edition WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Effective Date: 11/03/2020 Policy Number: 606788201/606622616 This endorsement modifies insurance provided under the following: BUSINESSOWNERS COMMON POLICY CONDITIONS - BP 00 09 SCHEDULE Name of Person or Organization: CITY OF CARSON (If no entry appears above, information required to complete this Endorsement must be shown in the Declarations as applicable to this endorsement.) The provisions of the Businessowners Common Policy Conditions are modified by this endorsement as follows. Condition K. Transfer Of Rights Of Recovery Against Other To Us in the Businessowners Common Policy Conditions is amended by the addition of thefollowing: 3. 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 ongoing operations or "your work" done under a contract with that person or organization and included in the "products -completed operations hazard." This waiver applies only to the person or organization shown in the Schedule above. This endorsement is part of your policy. It supersedes and controls anything to the contrary. It is otherwise subject to all the terms of the policy. 91-3306, 1st. Edition 6/97 Includes Copyrighted Material Insurance Services Office, Inc., 1992 Page 1 of 1 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 06 37 (Ed. 5-02) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the schedule. The additional premium for this endorsement shall be 5 % of the California Workers' Compensation premium otherwise due on such remuneration, subject to a minimum premium of $ 50. Schedule Person or Organization CITY OF CARSON 701 E CARSON ST CARSON, CA 90745 Job Description CITY OF CARSON REQUIRED PER CONTRACT TOWING & STORAGE This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 01/19/2020 Policy No. WVE 5038616 02 Endorsement No. 002 Insured KAMS AUTOMOTIVE INC Premium $ INCL. Insurance Company INSURANCE COMPANY OF THE WEST Countersigned By WC 99 06 37 (Ed. 5-02) INSURED