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HomeMy Public PortalAboutC-21-094 - WATERLINE TECH, INCPURCHASE AGREEMENT BY AND BETWEEN THE CITY OF CARSON AND WATERLINE TECHNOLOGIES, INC. THIS PURCHASE AGREEMENT ("Agreement") is executed this 20th day of July, 2021 ("Effective Date"), by and between the CITY OF CARSON, a California municipal corporation ("City"), and WATERLINE TECHNOLOGIES, INC., a California corporation ("Seller"). City and Contractor may be referred to, sometimes individually or collectively, as "Party" or "Parties." 1. Purchase and Sale of Goods. On and subject to the terms and conditions set forth in this Agreement, Seller agrees to sell and deliver to City and City agrees to purchase and accept from Seller the pool chemicals ("Goods") described herein as specified in Exhibit "A," attached hereto and incorporated herein by this reference, for the total purchase price ("Purchase Price") set forth in Section 3. 2. Description of Goods. The Goods being sold by Seller to City consists of the pool chemicals described in Exhibit "A." 3. Purchase Price. The Purchase Price which City agrees to pay to Seller for purchase and sale of the Goods is Twenty -Four Thousand Dollars and Zero Cents ($24,000) per year, as provided in further detail in Exhibit "A." City will purchase the Goods detailed in Exhibit "A" three (3) times, once per year, as directed by the Contract Officer, with the total Purchase Price for the Goods not to exceed Seventy -Two Thousand Dollars and Zero Cents ($72,000). 4. Term. The term of this Agreement shall expire after City's acceptance of the final delivery of the Goods estimated to occur in 2023 and City's payment therefor following Seller's submission of the requisite invoice. 5. Representations and Warranties of Seller. Seller makes the following representations and warranties to City: 5.1. Authority and Consents. Seller has the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement. No approvals or consents of any persons are necessary in connection with Seller's execution, delivery, and performance of this Agreement, except for such as have been obtained on or prior to the date hereof. The execution, delivery, and performance of this Agreement by Seller have been duly authorized by all necessary action on the part of Seller and constitute the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms. 5.2. Title and Operating Condition. Seller has good and marketable title to the Goods. The Goods are free and clear of any restrictions on or conditions to transfer or 01007.0006/728163.3 assignment, and City will acquire absolute title to the Goods free and clear of mortgages, liens, pledges, charges, encumbrances, equities, claims, covenants, conditions and restrictions except for such as may be created or granted by City. The Goods are in conformity with the manufacturer's specifications, descriptions, representations and warranties. Seller is aware that City is purchasing the Goods for use in City's operations and that City is relying on Seller's warranties that the Goods are fit for this purpose and the ordinary purposes for which the Goods are normally used. 6. Time of Delivery. The date and time of each delivery of the Goods shall be no later than three (3) days following issuance of a Notice to Proceed by City's Contract Officer, or as otherwise requested by the City, during City's business hours which are Monday through Thursday 7:00 am to 3:30 pm. City will provide Seller with a schedule of delivery dates for all sites listed in Section 7 for the peak season. Thereafter, the City off-peak season begins and deliveries will be on an as needed basis, as directed by the Contract Officer. 7. Place of Delivery. The Goods shall be delivered to four locations within the City of Carson, California: Foisia Pool, located at 23410 Catskill Avenue; Carson Pool, located at 21436 Main Street; Dominguez Pool, located at 21330 Santa Fe Avenue; and Hemingway Pool, located at 16605 S. San Pedro Street. 8. Title and Risk of Loss; Payment and Invoicing. Title to and the risk of loss, damage and destruction of the Goods shall remain with the Seller until after inspection and acceptance of the Goods by City, and payment by City of the Purchase Price. Seller shall invoice City in the amount of the Purchase Price for purchase of the Goods, and City shall remit payment by no later than forty-five (45) days after City's acceptance of the Goods. 9. Inspection. After delivery, City shall inspect the Goods within a reasonable time not to exceed thirty (30) days and provide written notice to the Seller specifying any defects or other objections, unless City intends to accept the Goods in whole, in which case no notice will be necessary. Acceptance of the Goods, whether in whole or in part, shall not be deemed a waiver of any defects identified by the City, nor any defects later discovered by the City, and specified to the Seller in writing. 10. No Replacements or Cures. This Agreement calls for strict compliance. Seller expressly agrees that both the Goods tendered and the tender itself will conform fully to the terms and conditions of the Agreement on the original tender. In the event of rejection by City of the whole of the Goods or any part thereof, City may, but is not required to, accept any substitute performance from Seller or engage in subsequent efforts to effect a cure of the original tender by Seller. 11. Insurance Coverages. 11.1 Types of Coverages. Seller shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of City: 01007.0006/728163.3 (a) Commercial General Liability Insurance. A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, either the general aggregate limit shall apply separately to this contract/location, or the general aggregate limit shall be twice the occurrence limit. (b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for Seller against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by Seller in the course of carrying out the work or services contemplated in this Agreement. (c) Automotive Insurance. A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount not less than either (i) bodily injury liability limits of $100,000 per person and $300,000 per occurrence and property damage liability limits of $150,000 per occurrence or (ii) combined single limit liability of $1,000,000. Said policy shall include coverage for owned, non -owned, leased, hired cars, and any other automobile. (d) Subcontractors. Seller shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. (e) Broader Coverages and Higher Limits. Notwithstanding anything else herein to the contrary, if Seller maintains broader coverages and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverages and/or higher limits maintained by Seller. 11.2 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 Seller's insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. The insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self-insured retention. All of said policies of insurance shall provide that said insurance may not be amended 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, Seller shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section to the Contract Officer. No work or services under this Agreement shall commence until Seller has provided the City with Certificates of Insurance, additional insured endorsement forms or 01007.0006/728163.3 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. The insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the City's Risk Manager or other designee of the City due to unique circumstances. 12. Indemnification. Seller agrees to defend, indemnify, protect and hold harmless the City, its officers, officials, employees, agents and volunteers from and against any and all claims, demands, losses, damages, costs and liability of any kind or nature (including reasonable attorney's fees) which the City, its officers, officials, employees, agents or volunteers may sustain or incur or which may be imposed upon them for injury to or death of persons, or damage to property (i) arising out of or from the Goods or delivery of the Goods, and (ii) to the extent arising from (a) Seller's negligent acts, omissions or willful misconduct, (b) Seller's ownership or possession of the Goods during any period ending on or prior to the Effective Date, (c) Seller's replacement of the Goods or any part thereof pursuant to this Agreement, and (d) Seller's breach of any of its representations, warranties or covenants under this Agreement. 1.3. Remedies. The remedies and rights conferred on the City by this Agreement are in addition to and cumulative with all other remedies and rights accorded the City under law or equity. Without limiting the generality of the foregoing, Seller agrees that if there is any defect in the Goods, as determined in City's sole and absolute discretion, and upon written notice thereof given to Seller, Seller shall replace the defective Goods without delay or cost to the City. In the event of Seller's failure to replace the Goods within ten (10) calendar days after being notified of such defects, City is hereby authorized to contract with another party for the purchase of replacement of Goods, and Seller shall reimburse City for all such costs immediately upon demand. 14. Survival of Representations and Warranties. All representations, warranties, covenants and agreements of the Parties contained in this Agreement shall survive the execution, delivery and performance of this Agreement. 15. Assignment. This Agreement may not be assigned by Seller without the express written consent of City. This Agreement shall be binding on, and shall inure to the benefit of, the Parties to it and their respective heirs, legal representatives, successors and assigns. All Goods manufacturer's warranties shall be assigned to and turned over to the City. 16. Severability. If any provision of this Agreement is held invalid or unenforceable by any court of final jurisdiction, it is the intent of the Parties that all other provisions of this Agreement be construed to remain fully valid, enforceable, and binding on the Parties. 01007.0006/728163.3 17. Entire Agreement: Modification: Waiver. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof and thereof and supersedes all prior and contemporaneous agreements, representations and understandings of the Parties, whether oral or written. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by all the Parties. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the Party making the waiver. 18. Contract Officer. Modesto Bolanos, Facilities Maintenance Supervisor, or such person as may be designated by the City Manager is hereby designated as being the representative of the City authorized to act on its behalf with respect to this Agreement and to make all decisions in connection therewith ("Contract Officer"). 19. Notices. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service if served personally on the Party to whom notice is to be given, or on the third day after mailing if mailed to the Parry to whom notice is to be given, by first class mail, registered or certified, postage prepaid, and properly addressed as follows: To Seller at: Waterline Technologies, Inc. 620 North Santiago St Santa Ana, CA 92701. Attn: Kirk Buttermore, CEO To City at: City of Carson 701 East Carson Street Carson, CA 90745 Attn: City Manager Any Party may change its address for purposes of this paragraph by giving the other Party written notice of the new address in the manner set forth above. 20. Effects of Headings. The subject headings of the sections and subsections of this Agreement are included for convenience only and shall not affect or be considered in the construction or interpretation of any of its provisions. 21. Counterparts. This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile and electronic signatures shall be deemed the same as original signatures. 22. Governing Law. This Agreement shall be construed in accordance with, and governed by, the laws of the State of California as applied to contracts that are executed and performed entirely in California. 01007.0006/728163.3 23. Termination. City may terminate this Agreement for any reason whatsoever, prior to delivery of the Goods and City's payment of the Purchase Price therefor as set forth herein. 24. Venue. All proceedings involving disputes over the terms, provisions, covenants or conditions contained in this Agreement and all proceedings involving any enforcement action related to this Agreement shall be initiated and conducted in the applicable court or forum in Los Angeles County, California. [SIGNATURES ON FOLLOWING PAGE] 01007.0006/728163.3 IIT WITNESS WHEREOF, the Parties to this Agreement have duly executed in on the day and year first above written. ATTEST: 4SON UN Johriy. Carroll, Sr. - Chief Deputy City Clerk APPROVED AS TO FORM: ALESHIRE &-WYNDER, LLP Sunny K. Soltani, City Attorney 01007.0006/728163.3 CITY: CITY O CARSON, a municipal corporation L aDavis-Holmes, Mayor SELUk WATERLINMTECL GI S, INC. By: Name: Title: ;res" - By: ccs Name: Title: Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY. CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES On U� IS 2021 before me, Sar -AL. 0017-, personally appearedpAK 60f"O" oved to me on the basis 6f satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my and arld official seal. 4MVQdmm.Ex9We& SARAH E. ORTIZ Commission No. 2236180 NOTARY PUBLIC-CALIFORNIASignature: ORANGE COUNTY MARCH 29. 2022 01007.0006/728163.3 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 OnJ U1 15 2021 before me,5AVpy (—' OIL11Z personally appeared KArtN 1 LAy6t E , proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS in hand lend o ficial seal. + :'� SARAH E. ORTIZ _ Commission No. 2236180 Signature: ' NOTARY PUBLIC -CALIFORNIA ". ORANGE COUNTY +. •�` My Comm. Expires MARCH 29, 2022 OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form CAPACITY CLAIMED BY SIGNER ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) 01007.0006/728163.3 DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER ❑ ❑ INDIVIDUAL CORPORATE OFFICER TITLES) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) 01007.0006/728163.3 DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNERS) OTHER THAN NAMED ABOVE EXHIBIT A DESCRIPTION OF GOODS AND PRICING UN 1791, HYPOCHLORITE SOLUTION, 8, PG 111, (SODIUM HYPOCHLORITE) and UN 1789 HYDROCHLORIC ACID, 8, PG 11, RQ — STRAIGHT on an as needed basis per facility, as detailed below. Chlorine tablets and/or 50 pound bags of sodium bicarbonate on an as needed basis per facility, as detailed below. TABLE A: Item Description Price Per Galion Per Delivery Charge Department of No. 3 UN 1791, HYPOCHLORITE SOLUTION, 8, PG III, (SODIUM HYPOCHLORITE), RQ for Hazardous Pesticide Regutation $1.27 4 Materials Assessment Fee 1 LIN 1791, HYPOCHLORITE $ $ $ SOLUTION, 8, PG 111, (SODIUM $1.27 $0,00 $0.00 HYPOCHLORITE), AQ 2 UN 1789, HYDROCHLORIC ACID, $ $ 8, PG 11, Rid, STRAIGHT $2,47 $0,00 $0.00 TOTAL COST $ $ $ $334 Prices include sales tax @ 9.5 % TABLE 8, Item Description Price Per individual No. Galion 3 UN 1791, HYPOCHLORITE SOLUTION, 8, PG III, (SODIUM HYPOCHLORITE), RQ $ $1.27 4 LIN 1789, HYDROCHLORIC ACID, 8, PG 11, RQ - STRAIGHT $ $2-47 TOTAL COST $ $3.74 Prices include sales tax: @ 9.5 % TABLE C: Item Description Price Per 50 Pound No. Bag 5 Pool Grade Sodium Bicarbonate $ $18.35 Prices include sales tax @ 9.5 % 01007.0006/728163.3 09999/0001/63760.01 A. Foisia Pool is located at 23410 Catskill Ave. and is comprised of: 1. (1) 500 gallon tanks for Liquid Chlorine (Sodium Hypochlorite) 1 -inch male Camlock Hose Fitting. 2. (1) 350 gallon tank for Muriatic Acid (Straight) 1 -inch male Camlock Hose Fitting B. Carson Pool is located at 21436 Main St. and is comprised of: 1. (1) 500 gallon tanks for Liquid Chlorine (Sodium Hypochlorite) 1 -inch male Camlock Hose Fitting 2. (1) 350 gallon tank for Muriatic Acid (Straight) 1 -inch male Camlock Hose Fitting C. Dominguez Pool is located at 21330 Santa Fe Ave and is comprised of. 1. (1) 500 gallon tanks for Liquid Chlorine (Sodium Hypochlorite ) 1 inch male Camlock Hose Fitting 2. (1) 350 gallon tank for Muriatic Acid (Straight) 1 inch male Camlock Hose Fitting D. Hemingway Pool is located at 16605 S. San Pedro St. and is comprised of. 1. (1) 500 gallon tanks for Liquid Chlorine (Sodium Hypochlorite ) 1 inch male Camlock Hose Fitting 2. (1) 350 gallon tank for Muriatic Acid (Straight) 1 inch male Camlock Hose Fitting 12 01007.0006/728163.3 09999/0001/63760.01 FEDERATED INSURANCE70 Dear Policyholder, Thank you for choosing Federated Insurance to handle your insurance and risk management needs. The attached certificate document(s) have been issued or updated. Please feel free to contact us with any additional changes, additions or deletions that may be needed by contacting the Federated Client Contact Center at: Fax: 507-446-4664 E-mail: clientcontactcenter@fedins.com Thank you for your business! Client Contact Center Enclosed: Certificate Document(s) MISC-0829 (04-13) A tf CERTIFICATE OF LIABILITY INSURANCE °� 07/14 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(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements . PRODUCER CONTACT NAME : CLIENT CONTACT CENTER FEDERATED MUTUAL INSURANCE COMPANY Pn/cNrN. HOME OFFICE: P.O. BOX 328 Ext): 888-333-4949 LAIC Ne : 507-446-4664 ADDRESS: CLIENTCONTACTCENTERaFEDINS.COM OWATONNA, MN 55060 INSURER(S) AFFORDING COVERAGE NAIC # DAMAGE TO RENTED $100,000 PREMISES (E.ocarrcnca INSURER A: FEDERATED MUTUAL INSURANCE COMPANY 13935 INSURED 308-577-6 INSURER B: WATERLINE TECHNOLOGIES INC INSURER C: 620 N SANTIAGO ST INSURER D: SANTA ANA, CA 92701-3942 INSURER E: AUTOMOBILE LIABILITY X ANY AUTO OWNED AUTOS ONLY ISCHEULED AUTOSO HIRED AUTOS ONLY NON -OWNED "., AUTOS ONLY INSURER F: Y COVLKA0E5 CER IIPICAIE NUMBER: 266 REVISION NUMBER: 0 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 DL INSR SUBR W POLICY NUMBER POLICY EFF MMI IYYYY POLICY EXP MMIDDIYYYY LIMITS A X COMMERCIAL GENERAL LIABILITY -. CLAIMS -MADE OCCUR Y Y 0623485 06/15/2020 08/15/2021 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED $100,000 PREMISES (E.ocarrcnca MED EXP (Any one person) EXCLUDED X PERSONAL& ADV INJURY $1,000,000 'L AGGR GATE LIMIT APPLIES PER: NPOLICY �JECT n LOC OTHER: GENERAL AGGREGATE $2,000,000 PRODUCTS- COMPIOP AGO $2,000,000 A AUTOMOBILE LIABILITY X ANY AUTO OWNED AUTOS ONLY ISCHEULED AUTOSO HIRED AUTOS ONLY NON -OWNED "., AUTOS ONLY Y Y 0623485 08/15/2020 08/15/2021 COMBINED SINGLE ..IT $1,000,000 Ea aaltlen _ BODILY INJURY (Per penon) BODILY INJURY (Par accident' PROPERTY DAMAGE Per acct dent A X UMBRELLA LIAR EXCESS LIAe X OCCUR CLAIMS -MADE Y Y 0623486 08/15/2020 08/15/2021 EACH OCCURRENCE $15,000,000 AGGREGATE $15,000,000 DED RETENTION WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETORIPARTNERlEXECUTIVE OFFICERIMEMBER EXCLUDED? (Mandatory in NN) If yes, describe under DESCRIPTION OF OPERATIONS below N I A PER STATUTE OTH- ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L DISEASE - POLICY LIMIT DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) SEE ATTACHED PAGE CERTIFICATE HOLDER CANCELLATION 308-577-6 2660 CITY OF CARSON SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 701 E CARSON ST APPROVED THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN CARSON, CA 90745-2224 D / !� l/ ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 7/14/2021 © 1986-2015 ACORD CORPORATION. All rights reserved. ACORD 26 (2016/03) The ACORD name and logo are registered marks of ACORD AC-"RE) 16-� AGENCY CUSTOMER ID: LOC #: ADDITIONAL REMARKS SCHEDULE -6 Page 1 of 1 AOENCY NAMED INSURED FEDERATED MUTUAL INSURANCE COMPANY WATERLINE TECHNOLOGIES INC 620 N SANTIAGO ST SANTA ANA, CA 92701-3942 POLICY NUMBER SEE CERTIFICATE # 266.0 CARRIER NAIC CODE SEE CERTIFICATE # 266.0 EFFECTIVE DATE: SEE CERTIFICATE # 266.0 /1UUI IIV"AL KCMAKRJ THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE ADDITIONAL INSUREDS INCLUDE CITY OF CARSON, ITS ELECTED AND APPOINTED OFFICERS, EMPLOYEES, VOLUNTEERS AND AGENTS. WAIVER OF SUBROGATION IN FAVOR OF THE ADDITIONAL INSUREDS THE CERTIFICATE HOLDER IS AN ADDITIONAL INSURED ON GENERAL LIABILITY SUBJECT TO THE CONDITIONS OF THE ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION ENDORSEMENT. THE CERTIFICATE HOLDER IS AN ADDITIONAL INSURED SUBJECT TO THE CONDITIONS OF THE ADDITIONAL INSURED BY CONTRACT ENDORSEMENT FOR BUSINESS AUTO LIABILITY. INSURANCE PROVIDED BY THE GENERAL LIABILITY COVERAGE IS PRIMARY AND NONCONTRIBUTORY OVER OTHER INSURANCE. INSURANCE PROVIDED BY THE BUSINESS AUTO LIABILITY IS PRIMARY AND NONCONTRIBUTORY OVER OTHER INSURANCE. GENERAL LIABILITY CONTAINS A WAIVER OF SUBROGATION IN FAVOR OF THE CERTIFICATE HOLDER SUBJECT TO THE CONDITIONS OF THE BLANKET WAIVER OF TRANSFER OF RIGHTS OF RECOVERY ENDORSEMENT. BUSINESS AUTO LIABILITY CONTAINS A WAIVER OF SUBROGATION IN FAVOR OF THE CERTIFICATE HOLDER SUBJECT TO THE CONDITIONS OF THE BLANKET WAIVER OF TRANSFER OF RIGHTS OF RECOVERY ENDORSEMENT. COMMERCIAL UMBRELLA FOLLOWS FORM ACCORDING TO THE TERMS, CONDITIONS, AND ENDORSEMENTS FOUND IN THE COMMERCIAL UMBRELLA POLICY. ACORD 101 (2008101) O 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD COMMERCIAL AUTO CA 04 49 11 16 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. A. The following is added to the Other Insurance Condition in the Business Auto Coverage Form and the Other Insurance - Primary And Excess Insurance Provisions in the Motor Carrier Coverage Form and supersedes any provision to the contrary: This Coverage Form's Covered Autos Liability Coverage is primary to and will not seek contribution from any other insurance available to an "insured" under your policy provided that: 1. Such "insured" is a Named Insured under such other insurance; and 2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to such "insured". B. The following is added to the Other Insurance Condition in the Auto Dealers Coverage Form and supersedes any provision to the contrary: This Coverage Form's Covered Autos Liability Coverage and General Liability Coverages are primary to and will not seek contribution from any other insurance available to an "insured" under your policy provided that: 1. Such "insured" is a Named Insured under such other insurance; and 2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to such "insured". CA 04 49 11 16 © Insurance Services Office, Inc., 2016 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED BY CONTRACT ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE PART With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. A. WHO IS AN INSURED for "bodily injury" and "property damage" liability is amended to include: Any person or organization other than a joint venture, for which you have agreed by written contract to procure bodily injury or property damage "auto" liability insurance arising out of operation of a covered "auto" with your permission. However, this additional insurance does not apply to: (1) The owner or anyone else from whom you hire or borrow a covered "auto". This exception does not apply if the covered "auto" is a "trailer" connected to a covered "auto" you own. (2) Your "employee" if the covered "auto" is owned by that "employee" or a member of his or her household. (3) Someone using a covered "auto" while he or she is working in a business of selling, servicing, repairing, parking or storing "autos" unless that business is yours. (4) Anyone other than your "employees", partners (if you are a partnership), members (if you are a limited liability company), or a lessee or borrower or any of their "employees", while moving property to or from a covered "auto". (5) A partner (if you are a partnership), or a member (if you are a limited liability company) for a covered "auto" owned by him or her or a member of his or her household. B. The coverage extended to any additional insured by this endorsement is limited to, and subject to all terms, conditions, and exclusions of the Coverage Part to which this endorsement is attached. In addition, coverage shall not exceed the terms and conditions that are required by the terms of the written agreement to add any insured, or to procure insurance. C. The limits of insurance applicable to such insurance shall be the lesser of the limits required by the agreement between the parties, or the limits provided by this policy. D. Additional exclusions. The insurance afforded to any person or organization as an insured under this endorsement does not apply: 1. To "loss" which occurs prior to the date of your contract with such person or organization; 2. To "loss" arising out of the sole negligence of any person or organization that would not be an insured except for this endorsement. 3. To "loss" for any leased or rented "auto" when the lessor or his or her agent takes possession of the leased or rented "auto" or the policy period ends, whichever occurs first. Includes copyrighted material of Insurance Services Office, Inc. with its permission. CA -F-127 (03-03) Policy Number: 0623485 Transaction Effective Date:05-21-2021 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET WAIVER OF TRANSFER OF RIGHTS OF RECOVERY This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE PART With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. In the event of any payment for a loss under this Business Auto Coverage Part arising out of your ongoing operations, we agree to waive our rights under the TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US condition against any person or organization, its subsidiaries, directors, agents or employees, for which you have agreed by written contract, prior to the occurrence of any loss, to waive such rights, except when the payment results from the sole negligence of that person or organization, its subsidiaries, directors, agents or employees. Includes copyrighted material of Insurance Services Office, Inc. with its permission. CA -F-128 (03-03) Policy Number: 0623485 Transaction Effective Date:05-21-2021 COMMERCIAL GENERAL LIABILITY CG 20 01 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. © Insurance Services Office, Inc., 2012 Page 1 of 1 CG 20 01 04 13 Policy Number: 0623485 Transaction Effective Date: 05-21-2021 POLICY NUMBER: 0623485 COMMERCIAL GENERAL LIABILITY CG 20 26 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional CITY OF CARSON 701 E CARSON ST CARSON CA 90745 A. Section II - Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. WATERLINE TECHNOLOGIES INC 620 N SANTIAGO ST SANTA ANA CA 92701 See IL -F-40-0024 B. With respect to the insurance afforded to these additional insureds, the following is added to Section III - Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. © Insurance Services Office, Inc., 2012 Page 1 of 1 CG 20 26 04 13 Policy Number: 0623485 Transaction Effective Date: 07-14-2021 EXTENSION ENDORSEMENT Extension - CG 20 26 - CITY OF CARSON ANY COVERAGE PROVIDED BY THIS ENDORSEMENT APPLIES ONLY WITH RESPECT TO NAMED INSURED'S DELIVERY OF PRODUCTS TO CERTIFICATE HOLDER'S SWIMMING POOLS. ADDITIONAL INSUREDS INCLUDE CITY OF CARSON, ITS ELECTED AND APPOINTED OFFICERS, EMPLOYEES, VOLUNTEERS AND AGENTS. IL -F-40-0024 (05-10) Policy Number: 0623485 Transaction Effective Date: 07-14-2021 FEDERATED INSURANCE COMPANIES THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV - Conditions: We waive any right of recovery we may have against any person or organization 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", except when the payments result from the sole negligence of that person or organization. We waive this right only when you are required to do so by written contract or agreement with that person or organization, executed by you prior to the occurrence of any loss. Includes copyrighted material of Insurance Services Office, Inc. with its permission. CG -F-81 (04-13) Policy Number: 0623485 Transaction Effective Date: 05-21-2021 A`�•�RD® `./ CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 07/14/2021 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 CONTACT Nicole Chow NAME: PHONE -3635 AC No Newfront Insurance Services, LLC ADDRESS: nicole.chow@newfront.com 55 2nd Street INSURERS AFFORDING COVERAGE NAIC # Floor 18 San Francisco CA 94105 INSURER A: Service American Indemnity Co 39152 INSURED INSURER B: INSURER C: Waterline Technologies Inc. INSURER D 620 N Santiago St INSURER E Santa Ana CA 92701 INSURER F COVERAGES 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. INSR LTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER MMLDDY� MM DDS LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TCLAIMS-MADE RENTEence F-1OCCURPREM SESOEa occur $ MED EXP (Any one person) $ PERSONAL &ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ POLICY ] PRO JECT ❑ LOC PRODUCTS - COMP/OP AGG $ $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident BODILY INJURY (Per person) $ ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ Per accident NON -OWNED HIRED AUTOS AUTOS $ UMBRELLA LIAB HCLAIMS-MADE OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB DED I I RETENTION $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? ❑ (Mandatory in NH) N/A X SAMTWC0031501 07/01/2021 07/01/2022 x PER OTH- STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) Waiver of Subrogation applies in favor of City of Carson. CERTIFICATE HOLDER CANCELLATION City of Carson 701 E Carson St Carson APPROVED &VG 7/14/2021 CA 90745 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE t ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 4-84) 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 per- form work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be otherwise due on such remuneration. Person or Organization 0 . 020% of the California workers' compensation premium Schedule Blanket Waiver of Subrogation as required by writtencontract Job Description Contract 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 Date: 0 7 / 01 / 2 01 Policy No. SAMTWC 0 0 315 01 Endorsement No. Policy Effective Date: 07/01/2021 to 07/01/2022 Premium $ Insured: Waterline Technologies, Inc DBA: Carrier Name/ Code: Service American Indemnity Company (Method) Countersigned by (--_. •� ��-�~�+ WC 04 03 06 (Ed. 4-84) Page 1 of 1