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HomeMy Public PortalAboutC-21-115 - BERNEL, INC DBAAGREEMENT FOR CONTRACT SERVICES BETWEEN THE CITY OF CARSON AND BERNEL, INC., DBA VFS FIRE AND SECURITY SERVICES THIS AGREEMENT FOR CONTRACT SERVICES (herein "Agreement") is made and entered into this 31 day of August, 2021 by and between the CITY OF CARSON, a California municipal corporation ("City") and BERNEL, INC., a California corporation, doing business as VFS FIRE AND SECURITY SERVICES ("Consultant"). City and Consultant are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the "Parties." NOW, THEREFORE, the parties hereto agree as follows: 1. SERVICES OF CONSULTANT 1.1 . Scope of Services. In compliance with all of the terms and conditions of this Agreement, the Consultant shall perform the work or services set forth in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by reference. Consultant warrants that it has the experience and ability to perform all work and services required hereunder and that it shall diligently perform such work and services in a professional and satisfactory manner. 1.2 Compliance With Law. All work and services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency of competent jurisdiction. 1.3 Licenses, Permits, Fees and Assessments. Consultant shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the services required by the Agreement. 1.4 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit "B" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit "B" and any other provisions of this Agreement, the provisions of Exhibit "B" shall govern. 2. COMPENSATION 2.1 Contract Stun. For the services rendered pursuant to this Agreement, Consultant shall be compensated in accordance with the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference, but not exceeding the maximum contract amount of Twenty -Four Thousand Eight Hundred Sixty -Five Dollars ($24,865.00) ("Contract Sum"). 2.2 Invoices. Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City's Director of Finance. By submitting an invoice for payment under this Agreement, 01007AOM33680.9 M Consultant 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. Consultant shall not invoice City for any duplicate services performed by more than one person. City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, City will use its best efforts to cause Consultant to be paid within forty five (45) days of receipt of Consultant's correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by the City of any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. 2.3 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual cost of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to ten percent (10%) of the Contract Sum but not exceeding a total contract amount of Five Thousand Dollars ($5,000) or in the time to perform of up to ninety (90) days may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. No claim for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed. 3. PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit "D" and incorporated herein by this reference. When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding thirty (30) days cumulatively. 3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, tires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within ten (10) days of the commencement of such 01007.0001!733680.9 BRJ -2- 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 Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of the Agreement pursuant to this Section. 3.4 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) year from the date hereof, except as otherwise provided in the Schedule of Performance {Exhibit "D"). 4. COORDINATION OF WORK 4.1 Representative of Consultant. Craig LaPierre, Director of Service Operations, and Angelique Wright, Customer Service Representative, are hereby designated as being the representatives of Consultant authorized to act on its behalf with respect to the work and services specified herein and make all decisions in connection therewith. All personnel of Consultant and any authorized agents shall be under the exclusive direction of the representative of Consultant. Consultant shall utilize only competent personnel to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant's staff and subcontractors, and shall keep City informed of any changes. 4.2 Contract Officer. David Roberts, Assistant City Manager, or such other person as may be designated by the City Manager, is hereby designated as being the representative the City authorized to act on its behalf with respect to the work and services specified herein and to make all decisions in connection therewith ("Contract Officer"). 4.3 Prohibition Against Subcontracting or Assignment. Consultant shall not contract with any entity to perform in whole or in part the work or services required hereunder without the express written approval of the City. Neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Any such prohibited assignment or transfer shall be void. 4.4 Independent Consultant. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth. Consultant shall perforin all services required herein as an independent contractor of City with only such obligations as are consistent with that role. Consultant shall not at any tune or in any manner represent that it or any of its agents or employees are agents or employees of City, or that it is a member of a joint enterprise with City. 5. INSURANCE AND INDEMNIFICATION 5.1 Insurance Coverages. The Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of City: 01007.000IM3680.9 BRJ -3- (a) Commercial General Liability Insurance Occurrence Form CGO001 or equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, either the general aggregate limit shall apply separately to this contract/location, or the general aggregate limit shall be twice the occurrence limit. (b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Consultant against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Consultant in the course of carrying out the work or services contemplated in this Agreement. (c) Automotive insurance (Form CA 0001 (Ed 1/87} including "any auto" and endorsement CA 0025 or equivalent}. A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount not less than either (i) bodily injury liability limits of $100,000 per person and $300,000 per occurrence and property damage liability limits of $150,000 per occurrence or (ii) combined single limit liability of $1,000,000. Said policy shall include coverage for owned, non -owned, leased, hired cars, and any other automobile. (d) Professional Liability. Professional liability insurance appropriate to the Consultant's profession. This coverage may be written on a "claims made" basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of Consultant's services or the termination of this Agreement. During this additional 5 -year period, Consultant shall annually and upon request of the City submit written evidence of this continuous coverage. (e) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit `B". (f) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 5.2 General Insurance Requirements. All of the above policies of insurance shall be primary insurance and shall name the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers, employees or agents may apply in excess of, and not contribute with Consultant's insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. The insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self-insured retention. All of said policies of insurance shall provide that said insurance may not be amended 01007.000ll733680.4 BRd -4- or cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of insurance are cancelled, the Consultant shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Consultant has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of and endorsement to all required insurance policies at any time. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City. The insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the City's Risk Manager or other designee of the City due to unique circumstances. 5.3 Indemnification. To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents ("Indemnified Parties") against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, invitees, or any individual or entity for which Consultant is legally liable ("indemnitors"), or arising from Consultant's or indemnitors' reckless or willful misconduct, or arising from Consultant's or indemnitors' negligent perforinance of or failure to perform any term, provision, covenant or condition of this Agreement, except claims or liabilities occurring as a result of City's sole negligence or willful acts or omissions. The indemnity obligation shall be bines on successors and assigns of Consultant and shall survive termination of this Agreement. 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION 6.1 Records. Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the "books and records"), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services and shall keep such records for a period of three years following completion of the services hereunder. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. 6.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement or as the Contract Officer shall require. 01007.000Ii733680,9 BR3 -5- 6.3 Confidentiality and Release of Information. (a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than the City without prior written authorization from the Contract Officer. (b) Consultant shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives the City notice of such court order or subpoena. (c) If Consultant provides any information or work product in violation of this Agreement, then the City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney's fees, caused by or incurred as a result of Consultant's conduct. (d) Consultant shall promptly notify the City should Consultant be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder. The City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fiilly with the City and to provide the City with the opportunity to review any response to discovery requests provided by Consultant. 6.4 Ownership of Documents. All studies, surveys, data, notes, computer files, reports, records, drawings, specifications, maps, designs, photographs, documents and other materials (the "documents and materials") prepared by Consultant in the performance of this Agreement shall be the property of the City and shall be delivered to the City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by the City of its fill rights of ownership use, reuse, or assignment of the documents and materials hereunder. Moreover, Consultant with respect to any documents and materials that may qualify as "works made for hire" as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed "works made for hire" for the City. 7. ENFORCEMENT OF AGREEMENT AND TERMINATION 7.1 California Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California. 01007.000ln33680.4 BRJ -6- 7.2 Disputes; Default. In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. 7.3 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Govermnent Code Sections 905 et. seq. and 910 et. seq., in order to pursue any legal action under this Agreement. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 7.4 Termination Prior to Expiration of Term. This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days' written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days' written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may 'be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder, but not exceeding the compensation provided therefore in the Schedule of Compensation Exhibit "C". In the event of termination without cause pursuant to this Section, the terminating party need not provide the non -terminating party with the opportunity to cure pursuant to Section 7.2. 7.5 Termination for Default of Consultant. If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for 01007.000033680.9 BRJ -7- completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 8. MISCELLANEOUS 8.1 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry, or other protected class in the performance of this Agreement. Consultant shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry, or other protected class 8.2 Non -liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by the City or for any amount, which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 8.3 Notice. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Carson, 701 East Carson, Carson, California 90745 and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section. 8.4 Integration; Amendment. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 8.5 Severability. In the event that part of this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining portions of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 8.6 Waiver. No delay or omission in the exercise of any right or remedy by non -defaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in oiow.000in336809 BW -8- writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 8.7 Attgpieys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which any be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees, whether or not the matter proceeds to judgment. 8.8 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 8.9 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 8.10 Warranty & Representation of Non -Collusion. No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of "financial interest" shall be consistent with State law and shall not include interests found to be "remote" or "noninterests" pursuant to Government Code Sections 1091 or 1091.5. Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect. Consultant's Authorized Initials 8.11 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. 01007.0001/733680.9 BRJ -9- IN WITNESS WHEREOF, the parties hereto have executed this Agro e on the date and year first -above written. /1? CITY: CITY OY'/CKRSOD(, VAVnicipal ATTEST: E UNLIT%/ Sr., Chief Deputy City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP Sunny K. Soltani, City Attorney [BRJ] CONSULTANT: BERNEL, INC., lifo a rporation, dba VFS FIRE AND S9"T ICES Na : John Solonynko Title: Chief Operating 41cer By: Na istopher Herak Title: Chief Financial Officer Address: 501 W. SOUTHERN AVENUE ORANGE, CA 92865 Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY. 01007.0000733680.9 BK7 -10- 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 08 2021 before me, personally appeared 1o11q S,0j0flqlqkh, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. KARINA RIVERA COMM. #2234420 z m Notary Public - California O Signatur z « Orange County Comm. Expires Mar. 16, 2022 OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fi•audulent 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)) 01007.000ll733680.9 BRJ DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES On 00 1-31 , 2021 before me, Virjljjr4 jVVj _, personally appeared hPj h! roved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. KARINA RIVE - RA �� COMM. #2234420 z Notary Public . California Signature: Orange County M Comm. Expires Mar, 16, 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)) 01007.0001/733680.9 BRJ DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNERS) OTHER THAN NAMED ABOVE EXHIBIT "A" SCOPE OF SERVICES I. Consultant will perform services related to monitoring of existing fire and intrusion alarm systems at various City facilities as follows: A. CitV Hall: 1. Fire Panel (Edwards EST3 voice evac system): a. Install Fire Alarm MeshWnx Radio or Telguard Cellular. b. Program panel. c. Monitor panel. 2. Intrusion Panel (DMP): a. Program panel. b. Provide/install cellular communicator if requested by Contract Officer; City to provide phone line if no cellular communicator. c. Monitor panel. B. Community Center: 1. Fire Panel (Edwards EST3 voice evac system): az Install Fire Alain McshWrx Radio or Telguard Cellular. b. Program panel. c. Monitor panel. 2. Intrusion Panel (DSC 4020): a. Program panel. b. Provide/install cellular communicator if requested by Contract Officer; City to provide phone line if no cellular communicator. c. Monitor panel. C. Mills Park: 1. Intrusion Panel (DSC 4020): 01007.000 U733680.9 BR3 A-1 a. Program panel. b. Provide/install cellular communicator if requested by Contract Officer; City to provide phone line if no cellular communicator. c. Monitor panel. D. Carson Park• 1. Fire Panel (Notifier NFS 320): a. Install Fire Alarm MeshWrx Radio. b. Program panel. c. Monitor panel. 2. Intrusion Panel (DSC 4020): a. Program panel. b. Provide/install cellular conununicator if requested by Contract Officer; City to provide phone line if no cellular communicator. c. Monitor panel. E. Veterans Park: 1. Fire Panel (FCI Panel; new system, currently offline): a. Install Fire Alarm MeshWrx Radio. b. Program panel. c. Monitor panel. 2. Intrusion Panel (DSC 4020): a. Program panel. b. Provide/install cellular communicator if requested by Contract Officer; City to provide phone line if no cellular communicator. c. Monitor panel. F. Stevenson Park: 1. Fire Panel (Notifier AFP 4000; new system): 01007.0001/733680,9 BRJ a. Install Fire Alarm MeshWrx Radio. b. Program panel. c. Monitor panel. 2. Intrusion Panel (DSC 4020): a. Program panel. b. Provide/install cellular communicator if requested by Contract Officer; City to provide phone line if no cellular communicator. c. Monitor panel. II. The following general terms and clarifications shall apply to the services set forth in Section I, above: A. City will provide Consultant with programming access to the panels to the extent the same are "datalocked" (i.e., secured by a third party with codes or otherwise so as to prevent access by outside users, including Consultant), and with physical access to all areas of the relevant City facilities, as necessary to enable Consultant to perform the services pursuant to this Agreement. Consultant shall notify City within one business day of any inability to access a panel as necessary to perform services due to the panel being "datalocked," and City and Consultant will make best efforts to obtain the cooperation of the relevant third party as necessary to obtain lawful access for Consultant to perform the services. To the extent such access cannot be obtained, Consultant will not be obligated to perform such services. In that event, Consultant shall perform the services to the extent feasible, unless otherwise directed by the Contract Officer. B. Consultant has determined that no phone line is required in connection with installation of fire alarm MeshWxx Radio or Telguard Cellular for any of the fire alarm system panels referenced above. C. The monitoring services will be performed: (i) on a 24/7 basis, (ii) in a manner sufficient to satisfy the City's obligations with respect to monitoring of the subject alarm systems to the extent applicable pursuant to the California Fire Code or other state laws or regulations, and (iii) in accordance with Exhibit "A-1 ". D. All services other than monitoring services will be performed during Consultant's normal working hours and days, 6:00 am to 2:30 pm, Monday through Friday. in. The following items/functions are excluded from the services set forth in Section I, above: A. All conduit, boxes, terminal enclosures, gutters or raceways, unless specifically included in this Agreement. O1007.000in33680.9 BRJ B. All concrete coring. C. Fire watch (to the extent required during any period of the term of this Agreement during which the services are not being performed), including the financial cost thereof. D. Any signage required by the Authority Having Jurisdiction (AHJ). IV. In addition to the services specified above, Consultant shall perform maintenance of the above -referenced fire and intrusion alarm systems on an on-call (as needed) basis in accordance with the following: A. Each task shall be indicated by a written request produced by the Contract Officer with a description of the work to be performed, and the time desired for completion. All tasks shall be carried out in conformity with all provisions of this Agreement. B. Consultant must prepare a written description of the requested tasks including all components and subtasks; the costs to perform the task ("Task Budget"), using the itemized fees in Exhibit "C" (including Exhibit "C-1"), whenever a requested task is provided for in Exhibit "C"; an explanation of how the cost was determined; and, a schedule for completion of the task ("Task Completion Date"); which shall all collectively be referred to as the "Task Proposal." C. Contract Officer shall in writing approve, modify or reject the Task Proposal, and may issue a Notice to Proceed. D. The task shall be performed at a cost not to exceed the Task Budget. E. Consultant shall complete the task and deliver all deliverables to Contract Officer by the Task Completion Date. V. As part of the Services, Consultant will prepare and deliver the following tangible work products to the City: A. See Sections I-IV, above, and Section VI, below. VI. In addition to the requirements of Section 6.2, during performance of the Services, Consultant will keep the City updated of the status of performance by delivering the following status reports: A. Monthly reports summarizing all monitoring and maintenance work performed. B. Status reports of any ongoing work as requested by the Contract Officer. C. Evaluations, reports or recommendations concerning any maintenance issues observed during performance of the services and the recommended means of correction thereof. 01007,000in33680.9 BRJ D. Submittals to the Authority Having Jurisdiction (AIIJ) as required by the California Fire Code or other applicable state laws or regulations, with copies provided to the Contract Officer. VII. All work product is subject to review and acceptance by the City, and must be revised by the Consultant without additional charge to the City until found satisfactory and accepted by City. VIII. Consultant will utilize the following personnel to accomplish the Services: A. Craig LaPierre, Director of Service Operations B. Angelique Wright, Customer Service Representative C. Duly qualified and certified service technicians as designated by Consultant. D. MeshWrx, Inc., a California corporation ("MeshWrx"), approved subcontractor for monitoring services. E. National Monitoring Center (NMC), approved subcontractor for central station monitoring services. 01007.0001/733680.9 BIU EXHIBIT "A-1" MONITORING SERVICES ADDENDUM This addendum is intended to clarify the scope of services and limitations on liability solely with regard to the monitoring subscription services to be provided by MeshWrx pursuant to this Agreement. It is not intended to apply to or affect the provisions of the Agreement which apply to installation, programming or maintenance of the City's alarm systems specified in Exhibit "A" (the "Alarm System") or components thereof. A. The following scope of services limitation shall apply to the monitoring services: 1. MeshWrx shall install mesh radio or cellular communicators to City's Alarm System panels as specified in Exhibit "A." MeshWrx shall coordinate initial arrangement with a third -party monitoring service (sometimes referred to herein as the "central station"). MeshWrx intends to use National Monitoring Center (NMC) for its central station services. This includes 24/7/365 alarm monitoring and dispatch of emergency services. 2. Upon receipt of an alarm signal from any of City's alarm systems specified in Exhibit "A" (the "Alarm System"), MeshWrx's central station will make every reasonable effort to notify the appropriate municipal department or authority and comply with AHJ dispatch procedures and use best efforts to promptly notify City, including the Contract Officer. 3. MeshWrx will notify the Contract Officer of any known trouble, supervisory or other off - normal signals from or related to City's Alarm System as soon as practical. 4. MeshWrx will make best efforts to contact the first available person listed on the Call List (defined below) via telephone call, text, or email message in the event of an alarm signal from City's alarm system. The "Call List" refers to written contact information provided by City to MeshWrx. 5. Upon request of the Contract Officer, MeshWrx will reprogram system functions, remotely or on premises, in accordance with Section IV of Exhibit "A"; any change in programming may require a full physical test of all alarm components pursuant to NFPA 72 and AHJ requirements (the cost of such testing to be at City's expense). 6. City authorizes MeshWrx to access the Alarm System control panel and/or communicator to input or delete data and programming as detailed in Section ILA of Exhibit "A." B. For clarity, the Parties acknowledge and agree that the following shall not be within the scope of the monitoring subscription services to be provided by MeshWrx: 1. MeshWrx will not monitor or assume responsibility for the manner in which signals are monitored by City, or the response, if any, to such signals. 2. MeshWrx provides no inspection service or repair service of the Alarm System, including the mesh radio equipment; and does not maintain the operation of the Alarm System, 01007.00011733680.9 BIU including the communication pathways and the mesh radio equipment's connection to the central station. Any Alarm System maintenance services pursuant to this Agreement would be provided by Consultant pursuant to Section IV of Exhibit "A." 3. MeshWrx has no responsibility for the existing Alarm System design, service or compliance with applicable law, other than with respect to performing the monitoring services in compliance with applicable law as provided herein. C. In connection with the provision of the monitoring services by MeshWrx, the City acknowledges the following: 1. MeshWrx makes no warranty of any kind regarding the mesh radio equipment or other detection equipment installed pursuant to this Agreement, except that MeshWrx shall replace the equipment with identical or similar equipment if the equipment fails to operate in accordance with the manufacturer's specifications and operation instructions. City shall keep the equipment in a good state of repair, normal wear and tear excepted. 2. The signals which are transmitted over telephone lines, wire airwaves, Internet, Managed Facilities Voice Networks, VOIP, or other modes of communication pass through communication networks wholly beyond the control of MeshWrx and are not maintained by MeshWrx; these communication paths may not function during power failure or not maintain functionality for a 24 hour period as required by NFPA-72 (National Alarm and Signaling Code) for alarm systems. City is responsible for verifying operation of the communication pathway with the communications pathway provider. 3. City is responsible to maintain the operation of the Alarm System, including the mesh radio communication equipment and communication pathways, and the system's connection to the central station, except to the extent maintenance services are performed pursuant to Section IV of Exhibit "A." 4. City is responsible for assuring that the Alarm System has been installed and approved pursuant to AHJ requirements. 5. City acknowledges it is responsible for all Alarm System permits and permit fees and for obtaining/maintaining any permits required by applicable law and/or the AHJ therefor. 6. City's Contract Officer will notify MeshWrx of any known communication failure which prevents alarm signal transmission from the Alarm System to the central station. 7. MeshWrx may subcontract any monitoring services pursuant to this Agreement to third parties who may be independent of MESHWRX, including, but not limited to, monitoring services to a central station (NMC is approved for this purpose as of the effective date of this Agreement per Section VIII of Exhibit A), subject to applicable provisions of this Agreement including Sections 4.3 and 5.1(f). D. Compensation for monitoring services shall be in accordance with Section I of Exhibit "C," and billing for such services shall be as set forth in Section 2.2 of the Agreement and Section IV of Exhibit "C." 01007.000in33680.9 BRJ E. The Parties acknowledge and agree that MeshWix is not an insurer against fire, smoke and/or water damages, and this Agreement is not intended to provide for or otherwise operate to cause MeshWrx to be treated as providing insurance against damages or loss due to fire, smoke or water. City assumes all risk of loss or damages due to, and MeshWix shall have no liability under this Agreement for any loss or damage of any kind or nature due to the failure of Alarm System detection equipment to operate in accordance with manufacturer's specifications and operation instructions that is not attributable to gross negligence or willful misconduct of MeshWrx. F. in the event of any conflict or inconsistency between the terms of this addendum and the terms of the remainder of this Agreement, precedence shall be given to this addendum with respect to resolving such conflict or inconsistency insofar as it pertains to monitoring subscription services only. 01007.00011733580.9 BRJ EXHIBIT "B" SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) (added text indicated in bold italics, deleted text indicated in stiikethreugl}} I. A new Section 1.5, "Compliance with Labor and Wage Laws," is hereby added to the Agreement, to read in its entirety as follows: 111.5 Comt)liance with Labor and Wage Laws. Certain portions of the services (i.e., installation, programming and maintenance services, but not monitoring services) are subject to prevailing wages under the Labor Code and to the extent they are, the below provisions will apply. (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 1 (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") implementing such statutes. The work performed under this Agreement is subject to compliance monitoring and enforcement by the DTR. Consultant shall post job site notices, as prescribed by regulation. (b) Registration with DIR. Pursuant to Labor Code section 1771.1, Consultant 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. Consultant 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 diem wages are on file at City Hall and will be made available to any interested party on request. By initiating any work tinder this Agreement, Consultant acknowledges receipt of a copy of the DIR determination of the prevailing rate of per diem wages, and Consultant shall post a copy of the same 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 seg.), then Consultant shall pay the higher of either the state for federal prevailing wage applicable to each laborer. (d) Penalty for Failure to Pay Prevailing Wages. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Consultant shall, as a penalty to the City, forfeit two hundred dollars ($200) for each calendar day, or portion thereof, for 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 Consultant or by any subcontractor. 01007.0001/733680.9 13RJ B-1 (e) Payroll Records. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of pe7jury, 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. (f) Apprentices. Consultant 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, Section 200 et seq. concerning the employment of apprentices on public works projects. Consultant shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Consultant 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, Consultant and each of its subcontractors shall submit to the City a verified statement of the journeyman and apprentice hours performed under this Agreement. (g) Eight -Hour Work Day. Consultant acknowledges that eight (8) hours labor constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code Section 1810. (h) Penalties for Excess Hours. Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. Consultant shall, as a penalty to the City, forfeit twenty-five dollars ($25) for each worker employed in the performance of this Agreement by Consultant or by any subcontractor 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 Consultant 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-half (1 %2) 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, Consultant 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) Consultant's Res,ponsibilily for Subcontractors. For every subcontractor who will perform work under this Agreement, Consultant shall be responsible for such subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code, and shall make such compliance a requirement in 01007.0001/733680.9 BRI any contract with any subcontractor for work under this Agreement. Consultant 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 the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take corrective action to halt or rectify any such failure by any subcontractor." II. Section 2.2 ("Invoices") of the Agreement is hereby amended to read in its entirety as follows: 112.2 Invoices. Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City's Director of Finance, provided that all monitoring services shall be payable in quarterly increments (i.e., for three months of services at a time) and billed in advance of performance of the services, whereas all other services slaall be billed and payable on a monthly basis following performance of the services. By submitting an invoice for payment under this Agreement, Consultant 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-categoly), travel, materials, equipment, supplies, and subcontractor contracts. Subcontractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person. City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, City will use its best efforts to cause Consultant to be paid within forty five (45) days of receipt of Consultant's correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by the City of any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law." III. Section 3.4 ("Term") of the Agreement is hereby amended to read in its entirety as follows: "M 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) ye six (G) months from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit "D")." 01007.0001/733680.9 BRl II. A retention of ten percent (10%) shall be held from each payment as a contract retention to be paid as a part of the final payment upon satisfactory completion of services. NOT APPLICABLE III. Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task subbudget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 2.3. IV. The City will compensate Consultant for the Services performed upon submission of a valid invoice, in accordance with Section 2.2. Each invoice is to include: A. Line items for all the work performed, the number of hours worked, and the hourly rate. B. Line items for all materials and equipment properly charged to the Services. C. Line items for all other approved reimbursable expenses claimed, with supporting documentation. D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services. V. The total compensation for the Services shall not exceed $24,865.00, as provided in Section 2.1 of this Agreement. VI. Consultant's billing rates for on-call maintenance services (Exh. A, §4) are as follows: 135/hour; 3 -hour minimum per task. 01007.000117336$0.9 BRJ EXHIBIT "D" SCHEDULE OF PERFORMANCE I. Consultant shall perform all services specified in Section I of Exhibit "A" timely on an ongoing basis throughout the term of this Agreement in accordance with Section ILC - II.D of Exhibit "A" and any schedule established by the Contract Officer. II. On-call maintenance services shall be performed timely in accordance with the applicable Task Proposal, and completed by the Task Completion Date. II. Consultant shall deliver the following status reports and tangible work products to the City by the following dates. A. See Sections V -VI of Exhibit "A." III. The Contract Officer may approve extensions for performance of the Services in accordance with Section 3.2. D -I 01007.0001 n33680.9 BRJ V, VFS FIRE & SECURITY SERVICES September 8, 2021 Subject: Authorization to sign and bind To Whom It May Concern: This letter confirms that John Solonynko, in his capacity as Chief Operating Officer of VFS Fire & Security Services ("Company"), has the authority to sign, bind and execute contract documents on behalf of the company. Sincerely, Randy Nelson, Pr Ide'� nt VFS FIRE & SECURITY SERVICES HEADQUARTERS • 501 WEST SOUTHERN AVENUE • ORANGE, CALIFORNIA 92865 • 714-778-6070 • LIC# 689284 C16, C10, C7- HOUSTON 7•HOUSTON • 3214 PASADENA FREEWAY PASADENA, TEXAS 77503 • 713-636-9232 • LIC#SCR-G-252869 ACR -2428930 NEVADA STATE FIRE MARSHAL G 1072, GU 1185, PH 1089 WWW.VFSFIRE.COM /'� NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDMON OF ANY CONTRACTOR OTHER DOCUMENTWITH RESPECTTO WHICHTHIS CERTIFICATE MAYBE DATE (MM/DDYrM Ali. . CERTIFICATE OF LIABILITY INSURANCE 9/1/2021 THIS CERTIFICATE IS ISSUED ASA MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND ORALTER 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, subjecttothe terms and conditions of the policy, certain policies may require an endorsement. A statementon this certificate does not confer ri ghts to the certificate holder in lieu of such endorsement(s). PRODUCER: CON I AU I NAME: Rhett Butler US Ri s k, LLC PHONE EXT : (866) 315-3838 ac. No.: (214) 265-4932 46 ADDRESS, info@securityamericains.com INSURER(S) AFPDRDINGCOVERAGE NAIC # 8401 N. Centra I Expressway, Suite 1000 Dallas TX 75225 INSURER& Underwriters at Lloyd's, London AA1122000 INSURED: INSURER B: Scottsdale Insurance Company 41297 Bernel, Inc dba VFS Fire and Security Services; dba Golden State Fire Protection, Inc. INSURER C: INSURER D: MED EXP (Anyone person) $10,000 A MeshWrx, Inc. 501 W. Southern Ave. INSURER E: SPG200451 06/21/2021 Orange CA 92865 INSURER F: GENERAL AGGREGATE $2,000,000 COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFYTHATTHE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FORTH POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDMON OF ANY CONTRACTOR OTHER DOCUMENTWITH RESPECTTO WHICHTHIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXC LU SION S AN D CONDITI ONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER POLICY h" MM/DD POLICY EXP MM/DD LIMITS GENERAL LIABILITY EACH OCCURRENCE $1,000,000 X CO MMERCIALGENERALUABILITY UAMAUE 10 HEN I ED PREMISES (Ea occurrence) 500,000 CLAIMS -MADE ❑X OCCUR MED EXP (Anyone person) $10,000 A X x SPG200451 06/21/2021 06/21/2022 PERSONAL&ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $2,000,000 X] POLICY PRC LOC JECT PROFESSIONAL LIABILITY $1,000,000 AUTOMOTIVE LIABILITY (Ea accident) BODILY INJURY (Per person) ANY AUTO ALL OWN ED SCHEDULED AUTOSAUTOS BODILY INJURY (Per accident) HIRED AUTOS NON -OWNED AUTOS PROPERTY DAMAGE Per accident) X UMBRELLALIAB X OCCUR EACH OCCURRENCE $5,000,000 A EXCESS LIAB CLAIMS -MADE X X SPG200451UMB 6/21/2021 06/21/2022 AGGREGATE $5,000,000 DED X ETENTION $ 10,000 AND EMPLOYERS' LIABILITY EACH OCCURRENCE ANY PROPRIETOR/PARTNERIEXECUTIVE OFFICER/MEMBER EXCLUDED? YM (Mandatoryin NH) ❑ N / A PREMISES (Ea occurrence) MED EXP (Any one person) If yes, describe under DESCRIPTION OF OPERATIONS below PERSONAL&ADV INJURY B UMBRELLA EXCESS LIABILITY X X CXS0018294 6/21/2021 6/21/2022 EACH OCCURRENCE $5,000,000 AGGREGATE $5 006 W0 t Additional Remarksmorespaceisrequi The City of Carson, its officers, employeesand agentsand theirrespective insu rersare named asAdditional Insured underthe General Liabilityand Umbrella Liability policy ifrequired bywritten contract withthe Named Insured but only for coveragesand limitsprovided bythe pol icyandthe additional insured endorsement. Waiverof Subrogation appliesin favorofaddibonal insured on Commercial General Liability. PrimaryandNon-Contributory coverage appliesto General Liability and Umbrella Liability. Umbrella/ExcessLiability isfollowform to Auto, Employer's, General amd professional Liability.Ten ('10) Days Notice of Cancellation for Non-Paymentof Premium, Thirty (30) DaysAll Others. CERTIFICATE HOLDER CANCELLATION The City of Carson SHOULD ANYOF THE ABOVE DESCRIBEDPOLICES BE CANCELLEDBEFORE 701 E Carson Street APPROVED THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POI ICYPROVISIONS. Carson CA 1� G 90745 AUTHORIZED REPRESENTATIVE 9/2/2021 Randall Goss, CEO Chairman POLICY NUMBER: SPG200451 INSURED NAME: Bernel Inc dba VFS Fire & Security Services dba Golden State Fire Protection, Inc; MeshWrx, Inc. COMMERCIAL GENERAL LIABILITY CG 2010 0413 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: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Additional Insured Person(s)or Organization(s): Location (s) of Covered Operations: WHERE REQUIRED BY WRITTEN CONTRACT Information required to complete this Schedule, if not shown above, will be shown in the Declarations. 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 on with respect to liability for "bodily injury', "property damage" or "personal and advertising injury" caused, in whole or part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; In the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. 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 CG 2010 0413 ©ISO Properties, Inc., 2013 Page 1 of 1 required by the contractor agree me nt to provide such additional insured. B. With respect tot he insurance afforded tot hese additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, partsor equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work' out of which the injury or damage arises has been put to its intended use by any person or organization otherthan another contractoror subcontractor engaged in performing operations for a principal as a part of the same project. C. 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 contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contractor 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. CG 2010 0413 ©ISO Properties, Inc., 2013 Page 1 of 1 POLICY NUMBER: SPG200451 INSURED NAME: Bernel Inc dba VFS Fire & Security Services dba Golden State Fire Protection, Inc; MeshWrx, Inc. COMMERCIAL GENERAL LIABILITY CG 20 37 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABI LITY COVERAGE PART SCHEDULE Name of Additional Insured Person(s) or Location and Description of Completed Organization(s): Operations: WHERE REQUI RED BY WRITTEN CONTRACT, BUT ONLY WHEN COVERAGE FOR COMPLETED OPERATIONS IS SPECIFICALLY REQUIRED BYTHAT CONTRACT Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II - Who Is An Insured isamended 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" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "products -completed operations hazard". 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 oragreementto provide for such additional insured. 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 contractor agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. CG 20 37 0413 ©ISO Properties, Inc., 2004 Page 1 of 1 This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 37 0413 ©ISO Properties, Inc., 2004 Page 1 of 1 POLICY NUMBER: SPG200451 COMMERCIAL GENERAL LIABILITY INSURED NAME: Bernel Inc dba VFS Fire & Security Services CG 24 0410 93 dba Golden State Fire Protection, Inc; MeshWrx, Inc. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: SCHEDULE Name of Additional Insured Person(s) or Organ ization(s): WHERE REQUIRED BY WRITTEN CONTRACT The TRANSFER OF RIGHTSOF RECOVERYAGAI NST OTHERSTO US Condition (Section IV —COMMERCIAL GENERAL LIABI LIN CONDITIONS) is amended by the addition of the following: We waive any right of recovery we may have against the person or organization in the additional insured endorsement included in this policy 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". CG 24 0410 93 ©ISO Properties, Inc., 1992 Page 1 of 1 POLICY NUMBER: SPG200451 COMMERCIAL GENERAL LIABILITY INSURED NAME: Bernel Inc dba VFS Fire & Security Services SARPG-CGL/PNC— 7/14 dba Golden State Fire Protection, Inc; MeshWrx, Inc. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NON-CONTRIBUTORY ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Additional Insured Persons) or Organization(s): WHERE REQUIRED BY WRITTEN CONTRACT A. Section IV—Commercial General Liability Conditions, 4. Other Insuranceis amended, only with respect to the above scheduled entity or operations by adding: c. Notwithstanding any other provision to the contraryin this policy, or in a policy issued to the scheduled additional insured(s), the insurance afforded bythis endorsement shall be primary and noncontributory with respect to liability arising out of work performed by or for the Named Insured 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; and 3) The additional insured is not a subcontractor for you; and 4) The loss does not arise out of bodily injury or personal injury to your employees, volunteers or subcontractors. SARPG-CGL/PNC — 7/14 Page 1 of 1 A� l7® CERTIFICATE OF LIABILITY INSURANCE D/Y ATE (MM/DDYYY) 8/31/2021 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 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 Venbrook Insurance Services 6320 Canoga Avenue, 12th Floor NAME: CONTACT Windy West PHONE g18-598 8941 FAX No E-MAIL ADDRESS: WWest venbrook.com Woodland Hills, CA 91367 INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Federal Insurance Company A.M. Best A++ XV 20281 www.venbrook.com CA Lic No. OD80832 INSURED Bernel, Inc. DBA: VFS Fire and Security Services 501 W. Southern Ave. INSURER B: Indian Harbor Insurance Company 36940 INSURER C: INSURER D: AGCS Marine Insurance Co. A.M. Best A+ XV 22837 Orange CA 92865 INSURER E: The Hanover Insurance Co. A.M. Best A XV 22292 INSURER F: rnVFRAnFS CFRTIFICOTF NIIMRFR• aza7Voa1 RFVICIr11J NIIIURFR- 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. ILICY LTR TYPE OF INSURANCE a= WVD SUER POLICY NUMBER EFF MM DDPOLICY/YYYY EXP MMIDDfYYYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS -MADE FIOCCUR DAMA ET RENTED PREMISES Ea occurrence $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY F—] PRO ❑ LOC JECT PRODUCTS - COMP/OP AGG $ $ OTHER: 1 A AUTOMOBILE LIABILITY ✓ ✓ 54309646 3/1/2021 3/1/2022 (Ea aBINEDtSINGLE LIMIT $ 1,000'000 BODILY INJURY (Per person) $ ANY AUTO 1✓ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ ✓ HIRED NON -OWNED AUTOS ONLY ✓ AUTOS ONLY PROPERTY DAMAGE $ Per accident UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED I I RETENTION $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ✓ 54309647 3/1/2021 3/112022 ✓ PERTEOTH- STATUANYPROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? ❑N NIA E.L. DISEASE - EA EMPLOYEE $ 1 0 (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below USL&H -INCLUDED E.L. DISEASE - POLICY LIMIT $ 1 000,000 D Contractor's Equipment/Misc.Tools SML93080813 6/21/2021 6/21/2022 $130,000/$2,500 Deductible B Pollution Liability PECO04869404 11/18/2020 3/1/2022 $10,000,000/$5,000 Deductible D Leased/Rented Equipment/Installation SML93080813 6/21/2021 6/21/2022 $200,000/$250,000/$2,500 Deductible E Commercial Crime BD3D16799402 6/21/2021 6/21/2022 $1,000,000/$10,000 Retention DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: Named Insureds Operations ** SEE ATTACHED ADDENDUM ** il=§:Nl"RIaN City of Carson 701 E. Carson St. Carson CA 90745 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE APPROVED THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN R G ACCORDANCE WITH THE POLICY PROVISIONS. 9/2/2021 AUTHORIZED REPRESENTATIVE Windy West ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD 63675981 121-22 AL/WC/IM/POLL - Be—el I Windy West 1 8/31/2021 10:57:04 AM (PDT) I Page 1 of 7 AGENCY CUSTOMER ID: LOC #: A O ADDITIONAL REMARKS SCHEDULE Page of AGENCY NAMED INSURED Venbrook Insurance Services Berne], Inc. DBA: VFS Fire and Security Services 501 W. Southern Ave. POLICY NUMBER Orange CA 92865 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 (03/16) HOLDER: City of Carson ADDRESS: 701 E. Carson St. Carson CA 90745 RE: Named Insureds Operations The City of Carson, its elected and appointed officers, employees and agents are named as Additional Insured under the Automobile Liability policy if required by written contract with the Named Insured but only for coverage and limits provided by the policy and the additional insured endorsement. Primary and Non -Contributory coverage applies to Automobile Liability. Waiver of Subrogation applies to Automobile Liability and Workers Compensation. *10 Day's Notice of Cancellation for Non -Payment of Premium, 30 Days All Others. ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ADDENDUM 63675981 121-22 AL/WC/IM/POLL - Sernel I Windy West 1 8/31/2021 10:57:04 AM (PDT) I Page 2 of 7 Bernel, Inc. 54309646 COMMERCIAL AUTOMOBILE THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM This endorsement modifies the Business Auto Coverage Form. 1. EXTENDED CANCELLATION CONDITION Paragraph A.2.b. — CANCELLATION - of the COMMON POLICY CONDITIONS form IL 00 17 is deleted and replaced with the following: b. 60 days before the effective date of cancellation if we cancel for any other reason. 2. BROAD FORM INSURED A. Subsidiaries and Newly Acquired or Formed Organizations As Insureds The Named Insured shown in the Declarations is amended to include: 1. Any legally incorporated subsidiary in which you own more than 50% of the voting stock on the effective date of the Coverage Form. However, the Named Insured does not include any subsidiary that is an "insured" under any other automobile policy or would be an "insured" under such a policy but for its termination or the exhaustion of its Limit of Insurance. 2. Any organization that is acquired or formed by you and over which you maintain majority ownership. However, the Named Insured does not include any newly formed or acquired organization: (a) That is an "insured" under any other automobile policy; (b) That has exhausted its Limit of Insurance under any other policy; or (c) 180 days or more after its acquisition or formation by you, unless you have given us written notice of the acquisition or formation. Coverage does not apply to "bodily injury" or "property damage" that results from an "accident" that occurred before you formed or acquired the organization. B. Employees as Insureds Paragraph A.1. — WHO IS AN INSURED — of SECTION II — LIABILITY COVERAGE is amended to add the following: d. Any "employee" of yours while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. C. Lessors as Insureds Paragraph A.1. — WHO IS AN INSURED — of SECTION II — LIABILITY COVERAGE is amended to add the following: e. The lessor of a covered "auto" while the "auto" is leased to you under a written agreement if: (1) The agreement requires you to provide direct primary insurance for the lessor; and (2) The "auto" is leased without a driver. Such leased "auto" will be considered a covered "auto" you own and not a covered "auto" you hire. However, the lessor is an "insured" only for "bodily injury" or "property damage" resulting from the acts or omissions by: 1. You; 2. Any of your "employees" or agents; or 3. Any person, except the lessor or any "employee" or agent of the lessor, operating an "auto" with the permission of any of 1. and/or 2. above. D. Persons And Organizations As Insureds Under A Written Insured Contract Paragraph A.1 — WHO IS AN INSURED — of SECTION II — LIABILITY COVERAGE is amended to add the following: f. Any person or organization with respect to the operation, maintenance or use of a covered "auto", provided that you and such person or organization have agreed under an express provision in a written "insured contract", written agreement or a written permit issued to you by a governmental or public authority to add such person or organization to this policy as an "insured". However, such person or organization is an "insured" only: Form: 16-02-0292 (Rev. 11-16) Page 1 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" 63675981 1 21-22 AL/WC/IM/POLL - Bernel I Windy West 1 8/31/2021 10:57:04 AM (PDT) I Page 3 of 7 4 5. (1) with respect to the operation, maintenance or use of a covered .,auto"; and (2) for "bodily injury" or "property damage" caused by an "accident' which takes place after: (a) You executed the "insured contract' or written agreement; or (b) The permit has been issued to you. FELLOW EMPLOYEE COVERAGE EXCLUSION B.5. - FELLOW EMPLOYEE —of SECTION II — LIABILITY COVERAGE does not apply. PHYSICAL DAMAGE — ADDITIONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE Paragraph AA.a. — TRANSPORTATION EXPENSES — of SECTION III — PHYSICAL DAMAGE COVERAGE is amended to provide a limit of $50 per day for temporary transportation expense, subject to a maximum limit of $1,000. AUTO LOAN/LEASE GAP COVERAGE Paragraph A. 4. — COVERAGE EXTENSIONS - of SECTION III — PHYSICAL DAMAGE COVERAGE is amended to add the following: c. Unpaid Loan or Lease Amounts In the event of a total "loss" to a covered "auto", we will pay any unpaid amount due on the loan or lease for a covered "auto" minus: 1. The amount paid under the Physical Damage Coverage Section of the policy; and 2. Any: a. Overdue loan/lease payments at the time of the "loss"; b. Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; c. Security deposits not returned by the lessor: d. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and e. Carry-over balances from previous loans or leases. We will pay for any unpaid amount due on the loan or lease if caused by: 1. Other than Collision Coverage only if the Declarations indicate that Comprehensive Coverage is provided for any covered "auto"; 2. Specified Causes of Loss Coverage only if the Declarations indicate that Specified Causes of Loss Coverage is provided for any covered "auto"; or 3. Collision Coverage only if the Declarations indicate that Collision Coverage is provided for any covered "auto. 6. RENTAL AGENCY EXPENSE Paragraph A. 4. — COVERAGE EXTENSIONS — of SECTION III — PHYSICAL DAMAGE COVERAGE is amended to add the following: d. Rental Expense We will pay the following expenses that you or any of your "employees" are legally obligated to pay because of a written contract or agreement entered into for use of a rental vehicle in the conduct of your business: MAXIMUM WE WILL PAY FOR ANY ONE CONTRACT OR AGREEMENT: 1. $2,500 for loss of income incurred by the rental agency during the period of time that vehicle is out of use because of actual damage to, or "loss" of, that vehicle, including income lost due to absence of that vehicle for use as a replacement; 2. $2,500 for decrease in trade-in value of the rental vehicle because of actual damage to that vehicle arising out of a covered "loss"; and 3. $2,500 for administrative expenses incurred by the rental agency, as stated in the contract or agreement. 4. $7,500 maximum total amount for paragraphs 1., 2. and 3. combined. EXTRA EXPENSE — BROADENED COVERAGE Paragraph A.4. — COVERAGE EXTENSIONS — of SECTION III — PHYSICAL DAMAGE COVERAGE is amended to add the following: e. Recovery Expense We will pay for the expense of returning a stolen covered "auto" to you. AIRBAG COVERAGE Paragraph B.3.a. - EXCLUSIONS — of SECTION III — PHYSICAL DAMAGE COVERAGE does not apply to the accidental or unintended discharge of an airbag. Coverage is excess over any other collectible insurance or warranty specifically designed to provide this coverage. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT - BROADENED COVERAGE Paragraph C.1.b. — LIMIT OF INSURANCE - of SECTION III - PHYSICAL DAMAGE is deleted and replaced with the following: b. $2,000 is the most we will pay for "loss" in any one "accident' to all electronic equipment that reproduces, receives or transmits audio, visual or data signals which, at the time of "loss", is: (1) Permanently installed in or upon the covered "auto" in a housing, opening or other location that is not normally used by the "auto" manufacturer for the installation of such equipment; (2) Removable from a permanently installed housing unit as described in Paragraph 2.a. above or is an integral part of that equipment; or (3) An integral part of such equipment. 10. GLASS REPAIR —WAIVER OF DEDUCTIBLE Form: 16-02-0292 (Rev. 11-16) Page 2 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" 63675981 1 21-22 AL/WC/IM/POLL - Bernel I Windy West 1 8/31/2021 10:57:04 AM (PDT) I Page 4 of 7 Under Paragraph D. - DEDUCTIBLE — of SECTION III — PHYSICAL DAMAGE COVERAGE the following is added: No deductible applies to glass damage if the glass is repaired rather than replaced. 11. TWO OR MORE DEDUCTIBLES Paragraph D.- DEDUCTIBLE — of SECTION III — PHYSICAL DAMAGE COVERAGE is amended to add the following: If this Coverage Form and any other Coverage Form or policy issued to you by us that is not an automobile policy or Coverage Form applies to the same "accident", the following applies: 1. If the deductible under this Business Auto Coverage Form is the smaller (or smallest) deductible, it will be waived; or 2. If the deductible under this Business Auto Coverage Form is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible. 12. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS Paragraph A.2.a. - DUTIES IN THE EVENT OF AN ACCIDENT, CLAIM, SUIT OR LOSS of SECTION IV - BUSINESS AUTO CONDITIONS is deleted and replaced with the following: a. In the event of "accident", claim, "suit" or "loss", you must promptly notify us when the "accident" is known to: (1) You or your authorized representative, if you are an individual; (2) A partner, or any authorized representative, if you are a partnership; (3) A member, if you are a limited liability company; or (4) An executive officer, insurance manager, or authorized representative, if you are an organization other than a partnership or limited liability company. Knowledge of an "accident", claim, "suit" or "loss" by other persons does not imply that the persons listed above have such knowledge. Notice to us should include: (1) How, when and where the "accident" or "loss" occurred; (2) The "insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons or witnesses. 13. WAIVER OF SUBROGATION Paragraph A.5. - TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US of SECTION IV — BUSINESS AUTO CONDITIONS is deleted and replaced with the following: 5. We will waive the right of recovery we would otherwise have against another person or organization for "loss" to which this insurance applies, provided the "insured" has waived their rights of recovery against such person or organization under a contract or agreement that is entered into before such "loss". To the extent that the "insured's" rights to recover damages for all or part of any payment made under this insurance has not been waived, those rights are transferred to us. That person or organization must do everything necessary to secure our rights and must do nothing after "accident" or "loss" to impair them. At our request, the insured will bring suit or transfer those rights to us and help us enforce them. 14. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS Paragraph B.2. — CONCEALMENT, MISREPRESENTATION or FRAUD of SECTION IV — BUSINESS AUTO CONDITIONS - is deleted and replaced with the following: If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we will not void coverage under this Coverage Form because of such failure. 15. AUTOS RENTED BY EMPLOYEES Paragraph B.5. - OTHER INSURANCE of SECTION IV — BUSINESS AUTO CONDITIONS - is amended to add the following: e. Any "auto" hired or rented by your "employee" on your behalf and at your direction will be considered an "auto" you hire. If an "employee's" personal insurance also applies on an excess basis to a covered "auto" hired or rented by your "employee" on your behalf and at your direction, this insurance will be primary to the "employee's" personal insurance. 16. HIRED AUTO — COVERAGE TERRITORY Paragraph B.7.b.(5). - POLICY PERIOD, COVERAGE TERRITORY of SECTION IV — BUSINESS AUTO CONDITIONS is deleted and replaced with the following: (5) A covered "auto" of the private passenger type is leased, hired, rented or borrowed without a driver for a period of 45 days or less; and 17. RESULTANT MENTAL ANGUISH COVERAGE Paragraph C. of - SECTION V — DEFINITIONS is deleted and replaced by the following: "Bodily injury" means bodily injury, sickness or disease sustained by any person, including mental anguish or death as a result of the "bodily injury' sustained by that person. Form: 16-02-0292 (Rev. 11-16) Page 3 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" 63675981 1 21-22 AL/WC/IM/POLL - 3ernel I Windy West 1 8/31/2021 10:57:04 AM (PDT) I Page 5 of 7 POLICY NUMBER: 54309646 COMMERCIAL AUTO 16-02-0316 Ed. 10 14 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NON-CONTRIBUTORY LIABILITY INSURANCE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Berne], Inc. Endorsement Effective Date: 03/01/2021 SCHEDULE Name(s) Of Person(s) Or Organization(s): WHERE REQUIRED BY WRITTEN CONTRACT. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Item 5. —'Other Insurance" of Item B. — "General Conditions" under Section IV —"Business Auto Conditions": e. Regardless of the provisions of Paragraph 5.a. through d. above, for any liability arising out of the ownership, maintenance, use, rental, lease, loan, hire or borrowing by an "insured" of a covered "auto" for which an "insured" is contractually obligated to provide primary insurance coverage to a client, this Coverage Form will be primary and non-contributory with respect to the Persons or Organizations in the schedule, regardless of the availability or existence of other collectible insurance under any other Coverage Form or policy that applies on a primary basis. 16-02-0316 Ed. 10 14 63675981 121-22 AL/WC/IM/POLL - Bernel I Windy West 18/31/2021 10:57:04 AM (PDT) I Page 6 of 7 Page 1 of 1 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT 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.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule WHERE REQUIRED BY WRITTEN CONTRACT IN STATES WHERE APPLICABLE. 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 03/01/2021 Policy No.54309647 Endorsement No. Insured Bernel. Inc. Premium $ Insurance Company Federal Insurance Company A.M. Best A++ XV Countersigned by. WC 00 03 13 (Ed. 4-84) Copyright 1983 National Council on Compensation Insurance. 63675981 1 21-22 AL/WC/IM/POLL - Bernel I Windy West 1 8/31/2021 10:57:04 AM (PDT) I Page 7 of 7