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Home My Public Portal AboutC-23-128 - SWAYZER CORP 2023 JUN 29AGREEMENT FOR CONTRACT SERVICES BETWEEN THE CITY OF CARSON AND SWAYZER CORPORATION THIS AGREEMENT FOR CONFRACT SERVICES (herein “Agreement”) is made and entered into this 76. day of q , 2023 by and between the CITY OF CARSON, a California municipal competion (“City”) and SWAYZER CORPORATION, a California corporation (“Consultant”). City and Consultant are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties.” NOW, THEREFORE, the parties hereto agree as follows: i, 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 Sum. For the services rendered pursuant to this Agreement, Consultant shall be compensated in accordance with the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference, but not exceeding the maximum contract amount of Sixty Thousand Dollars and Zero Cents ($60,000.00) (“Contract Sum”). 2.2 Invoices. Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City’s Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall 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 01007.0006/886823. 1 l 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, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s 01007.0006/886823. 1 -2- 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. Samuel Swayzer, President, and Ezekiel Swayzer, CFO, are hereby designated as being the representative of Consultant authorized to act on its behalf with respect to the work and services specified herein and make all decisions in connection therewith. All personnel of Consultant and any authorized agents shall be under the exclusive direction of the representative of Consultant. Consultant shall utilize only competent personnel to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant’s staff and subcontractors, and shall keep City informed of any changes. 4.2 Contract Officer. Freddy Loza, LBM Superintendent, or such person as may be designated by the City Manager is hereby designated as being the representative the City authorized to act in its behalf with respect to the work and services specified herein and to make all decisions in connection therewith (“Contract Officer”). 43 Prohibition Against Subcontracting or Assignment. Consultant shall not contract with any entity to perform in whole or in part the work or services required hereunder without the express written approval of the City. Neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Any such prohibited assignment or transfer shall be void. 4.4 Independent Consultant. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth. Consultant shall perform all services required herein as an independent contractor of City with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City, or that it is a member of a joint enterprise with City. Se 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: (a) General Liability Insurance (Coverage Form ISO CGL CG 00 01 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 01007.0006/886823.1 -3- an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, then the general aggregate limit shall be twice the occurrence limit. (b) | Worker’s Compensation Insurance. A policy of worker’s compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the 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, with Employer’s Liability insurance coverage limits of at least $1,000,000.00. (c) Automotive Insurance (Coverage Form ISO CA 00 01 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 $1,000,000. Said policy shall include coverage for owned, non-owned, leased, hired cars and any automobile. (d) Professional Liability. Professional liability insurance appropriate to the Consultant’s profession, as determined by the City’s Risk Manager, provided that the limits shall be no less than $1,000,000 per claim and no less than $1,000,000 general aggregate. 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) 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 include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit “B.” (g) Broader Coverages and Higher Limits. Notwithstanding anything else herein to the contrary, if Consultant maintains broader coverages and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverages and/or higher limits maintained by Consultant. 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. Moreover, the insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self-insured retention. All 01007.0006/886823.1 -4- of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of insurance are cancelled, the 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 ofa financial category Class VII or better, unless such requirements are waived by the City’s Risk Manager or other designee of the City due to unique circumstances. 5.3 Indemnification. To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, invitees, or any individual or entity for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s or indemnitors’ reckless or willful misconduct, or arising from Consultant’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, except claims or liabilities occurring as a result of City’s sole negligence or willful acts or omissions. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement. 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION 6.1 Records. Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the “books and records”), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services and shall keep such records for a period of three years following completion of the services hereunder. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. 6.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement or as the Contract Officer shall require. 6.3 Confidentiality and Release of Information. 01007.0006/886823.1 -5- (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 fully with the City and to provide the City with the opportunity to review any response to discovery requests provided by Consultant. 6.4 Ownership of Documents. All studies, surveys, data, notes, computer files, reports, records, drawings, specifications, maps, designs, photographs, documents and other materials (the “documents and materials”) prepared by Consultant in the performance of this Agreement shall be the property of the City and shall be delivered to the City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by the City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Moreover, 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. 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 01007.0006/886823.1 -6- 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 Government Code Sections 905 et. seq. and 910 et. seq., in order to pursue any legal action under this Agreement. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 7.4 Termination Prior to Expiration of Term. This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days’ written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days’ written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder, but not exceeding the compensation provided therefore in the Schedule of Compensation Exhibit “C”. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2. 7.5 Termination for Default of Consultant. If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for 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 01007.0006/886823.1 -7- 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 writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 01007.0006/886823. 1 -8- 8.7 Attorneys’ Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which 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 any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, whether the signatures are originals, electronic, facsimiles or digital. All such counterparts shall together constitute but one and the same Agreement. 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. EE Consultant’s Authorized Initials 2Z~ 8.11 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (1) 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. [Signatures on the following page. ] 01007.0006/886823.1 -9- IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written. CITY: CITY OF CARSON, a municipal corporation ula Davis-Holmes, Mayor ATTEST: CPiet Soph | tC cee ek Dr. Khaleah K. Bradshaw, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP Sunny K. Soltani, City Attorney Liig, rl] CONSULTANT: SWAYZER CORPORATION, a California corporation By: C heiée— Name: Samuel Swayzer Title: President yw <K<Ca CG Name £zekiel Sway ~ Title: Chief Finangial Officer Address: 1665 E. Del Amo Blvd. Carson, CA 90746 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. 01007.0005/886823.1 -10- IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written. CITY: CITY OF CARSON, a municipal corporation Lula Davis-Holmes, Mayor ATTEST: Dr. Khaleah K. Bradshaw, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP Sunny K. Soltani, City Attorney jig, 11] CONSULTANT: SWAYZER CORPORATION, a California corporation By. Chrtée— Name: Samuel Swayzer Title: President By: <a Ce Go Name£zekiel SwayZer ~ Title: Chief Finangial Officer Address: 1665 E. Del Amo Blvd. Carson, CA 90746 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. (01007.0006/886823.1 -10- EXHIBIT “A” SCOPE OF SERVICES I. Consultant will perform complete landscaping services (the “Services”) in the manner described herein, with the Contract Officer to designate and determine all locations at which Consultant will perform Services. A. Complete landscape maintenance on all work sites described below, including, but not limited to maintenance of shrubs and ground cover plants; weed control, control of all plant diseases and pests, mowing pathways, and drainage systems, irrigation systems, and other maintenance required to maintain the work sites in safe, attractive and usable condition and maintain all plant material in good condition with horticulturally acceptable growth and color. Any tree work below 6 feet, such as clearance for mowing, shall be done to current International Society of Arboriculture and ANSI A300 standards. NOTE: Tree trimming above 6 feet, will be completed by the City and is excluded from this scope of work. B. Consultant shall remove all weeds from landscaped areas of medians by hand, equipment, tools or using a product, and remove all dead plant material from landscaped areas in addition to disposing of all debris and litter removed from the maintenance operations. Consultant shall have Temporary Traffic Control per the W.A.T.C.H Manual and without the need to submit traffic control plans. 01007.0006/886823.1 A-1 Project Locations and Maps 01007.0006/886823.1 Medians Anprox. Length No. Location From To pe , et Total Area (Sq Ft) (Miles) 1 223 St. Medians | Wilmington Ave Avalon Blvd 0.863 30,805.07 Alameda St. 2 ; Del Amo Blvd. Sepulveda Blvd. 1.9 112,250.59 Medians 5 Albertoni Median | Figueroa St Broadway 0.116 6,147.84 Avalon Blyd. 4 Del Amo Blvd Alondra Blvd 2.63 292,052.05 North Medians Avalon Blvd. 5 : Sepulveda Blvd Del Amo Blvd 2.7 100,083.44 South Medians Bitterlake Service 6 . Lysander Dr Scudder CT 0.4218 58,048.91 Medians Carson St. a. 7 . 405 South Wilmington Ave 0.75 55,665.69 Medians Carson Street 8 Medians & Figueroa St 405 South 1.436 56,058.55 Pkwys. Central Ave. 9 . 91 Fwy Del Amo Blvd 17 59,740.50 Medians Del Amo Blvd. 4. _ 10 ‘ Wilmington Ave Figueroa St 2.75 135,211.99 Medians Dominguez St. « 11 ; Avalon Blvd Leapwood Ave 0.0527 5,855.95 Medians Figueroa Service | 22at St Westside 12 Carriagedale Dr 1.667 97,755.99 Medians & Eastside Figueroa St. | . 13 . Victoria St Carson St 2.035 79,623.50 North Medians 23 Figueroa St. 01007.0006/886823.1 14 234t St. Carson St. 11 47,800.87 South Medians Lomita Service | 15 Fries Ave Island Ave 0.07 4280.74 Median Main St. North a 16 Alondra Blyd 225% St 2.28 101,565.89 Medians Main St. South 17 | Lomita Bled 225" St 1.42 63,906.06 Medians McHelen Service 18 Salmon Ave McHelen Ave 0.089 2973.67 Medians (on 223) Santa Fe Ave. ‘ 19 . Carson St. 218" Pl 0.0764 4,259.06 Medians Sepulveda Blyd. 20 | 110 Fwy Alameda St 2.547 151,057.69 Medians University Dr. . 21 . Avalon Blyd Wilmington Ave 0.8174 59,681.85 Medians Victoria St. 22 . Figueroa St Central Ave 1.224 55,482.67 Medians Walnut St. 25 ; Avalon Blyd Billings Or 0.34 18,030.47 Medians Wilmington Ave. , . . 24 . Victoria St Lomita Blvd 3.82 186,576.08 Medians 24 Special Locations 01007.0006/886823.1 rox. Length No. Location From To nan . at Total Area (Sq Ft) {Miles} 2 Parkways on To be accessed by To be accessed by 25 id Cluff St Lucerne St 223" St contractor contractor 2 Parkways on + To be accessed by To be accessed by 26 23.4** St 254% St Figueroa contractor contractor Dedication Mini- od 2 To be accessed by To be accessed by 27 . 225 St 225 St Park on Main St contractor contractor Embankment slope area (runs parallel ( P To be accessed by To be accessed by 28 to Carson Stat . contractor contractor North side of bridge) Embankment slope 39 area just off To be accessed by To be accessed by Carson St & before contractor contractor bridge Embankment slope - P To be accessed by To be accessed by 30 aréa on transition Carson St Alameda St contractor contractor road Embankment slope a i To be accessed by To be accessed by 51 area on transition Del Amo Blvd Alameda St contractor contractor road Embankment Marathon a i To be accessed by To be accessed by 52 Slope parallel to Wilmington Ave | Way/Phillips 66 contractor contractor Sepulveda Blyd St. . h h To be accessed by To be accessed by 35 Parkway Main St 228" St 235" St contractor contractor eae px 223" St arkwa' ¥ underpass 405 North To be accessed by To be accessed by 34 Alameda St. (West . (under the Entrance contractor contractor side of the St.) bridge) 25 01007.0006/886823.1 Parkway on ¥ To be accessed by To be accessed by 35 Caroldale Ave at ett contractor contractor 255" St Parkway on To be accessed b To be accessed b 36 isla 230t* st Galavan St " ¥ Figueroa St. contractor contractor Parkway on Lomita To be accessed b To be accessed b 37 y Island Ave Fries Ave ¥ " Blvd contractor contractor Parkway on Main . h To be accessed by To be accessed by 38 225" St 228" St St. contractor contractor Parkway parallel to To be accessed b To be accessed b 39 ; ey P Alameda St Sepulveda Blvd : ¥ transition road contractor contractor Parkway/Easement 40 100ft West of 405 To be accessed by To be accessed by South (South of contractor contractor Carson St.) Parkways on Del East side of Del : To be accessed by To be accessed by 41 Amo Blvd (North Tilman Amo Park (where contractor contractor side of St.) Park begins) Parkways on North & South side of Marathon | ae To be accessed by To be accessed by 42 Sepulveda Blvd Wilmington Ave Way/Phillips 66 ; contractor contractor (South is Tree St. wells only) Parkways on | To be accessed by To be accessed by 43 . Mettler Ave Cairo Ave Victoria St contractor contractor Service Median on To be accessed b To be accessed b 44 i énchor Ave Catskill Ave y . 223" St contractor contractor 26 45 ' a u fa rt A2 Medians ETESUUERPESE NRCS meats Succes Re a ea mr a sia City of Carson i “The sumbers on the map corespand to the project locations listed in Exhibit A-2 C. SCHEDULING OF WORK The Consultant shall accomplish all normal landscape maintenance required under this contract between the hours of 6:00 a.m. and 6:00 p.m. Monday through Friday. Exceptions may be made to normal working hours, where incidences of use may be too great during the hours specified to allow for proper maintenance. The Contract Officer may grant, on an individual basis, permission to perform contract maintenance at other hours. No maintenance functions that generate excess noise which would cause annoyance to residents of any area shall be commenced before 8:00 a.m. The Consultant shall establish a schedule of routine work to be followed in the performance of this contract. 01007.0006/886823.1 A copy of the schedule shall be provided to the Contract Officer. Any changes in scheduling shall be reported, in writing, to the Contract Officer immediately and Consultant shall provide weekly reports of all activities. 1. METHOD OF PERFORMING WORK NOTE: All irrigating (described below) must be done in accordance with any and all water conservation mandates imposed on the City by governing agencies and coordinated with the Contract Officer. A. Irrigation 1) Irrigation shall be done by the use of automatic or manual sprinkler systems where available and operable; however, failure of the existing irrigation system to provide full and proper coverage shall not relieve the Consultant of the responsibility to provide adequate irrigation with full and proper coverage to all areas in the work site. 2) The Consultant shall inspect the operation of the system at least once per week to keep the system operation at an optimum level of efficiency. The Consultant shall maintain all sprinkler systems, at no cost to the City, in such a way as to: guarantee proper coverage and full working capability; and make whatever adjustments necessary to prevent run-off into street right-of-ways or other areas not meant to be irrigated. a. | Whenever possible, automatic irrigation shall be programmed to start between the hours of 10:00 p.m. and 6:00 a.m. or as directed by the Contract Officer. The Consultant shall be responsible for reprogramming controllers during inclement weather to conserve water. Consultant shall pay particular attention to areas requiring hand watering and apply proper amounts to assure normal growth, health and appearance. 3) This periodic inspection may occur more often, but not less frequently than one inspection each week. All areas receiving marginal coverage shall be irrigated by a portable irrigation method. The Consultant shall furnish all hoses, nozzles, sprinklers, etc., necessary to accomplish this supplementary irrigation. Care shall be exercised to prevent a waste of water, erosion, and/or detrimental seepage into existing underground improvements or structures. 4) Medians shall be irrigated Monday through Friday as required, to maintain horticulturally accepted growth and color and to encourage deep rooting, or as directed by Contract Officer. Medians shall not 01007.0006/886823.1 C. 01007.0006/886823.1 5) 6) 7) 8) 9) be irrigated Saturdays or Sundays. Landscape: Improved banks and slopes shall be irrigated Monday through Friday, as required, to maintain horticulturally acceptable growth and color, and to encourage deep rooting. Shrub beds shall be irrigated, as required, to maintain horticulturally acceptable growth and color, and to promote deep rooting. Irrigation rates for shrub areas shall be applied in such a manner as to keep surface run-off at a minimum. The irrigation rate shall be adjusted to the needs of shrub-types, seasons, and weather conditions. Newly planted trees, shrubs, ground cover and turf shall receive special attention until these plants are established. Adequate water shall be applied to promote normal, healthy growth. Proper berms or basins shall be maintained during the establishment period. Any damages to public or private property resulting from excessive irrigation water or irrigation water run-off shall be charged against the contract payment. Immediate repairs must be made by the Consultant to the satisfaction of the Contract Officer/City. Consultant shall be available 24 hours per day for emergency response and must respond to calls within one (1) hour. Pruning Shrubs and Ground CoverPlants 1) 1) All shrubs and ground cover plants growing in the work areas shall be pruned as required, to maintain plants in a healthy, growing condition and to maintain plant growth within reasonable bounds to prevent encroachment of passage ways, walks, streets, and view of signs or in any manner deemed objectionable by the City. Dead or damaged limbs or branches shall be cut cleanly with sharp pruning tools, with no projections or stubs remaining. Pruning shall be done in a manner to permit plants to grow naturally in accordance with their normal growth characteristics. Exceptions: box hedging may be required on some hedges or shrubs. Shearing, hedging or severe pruning of plants must be completed upon request in order to promote traffic safety as directed by the City. Weed Control All landscaped areas within the specified maintenance area including but not limited to lawns, shrub and ground cover beds, planters and tree wells shall be kept free of all weeds. All median and landscaped areas shall be checked a minimum of once a week for the removal of weeds. For the purpose of this specification, a weed will be considered as "any undesirable or misplaced plant". Weeds shall be controlled either by hand, mechanical or chemical methods. The Contract Officer may restrict the use of chemical weed control in certain areas. 2) Weeding shall also include the removal of weeds growing in all Bomanite and paved or unpaved surfaces maintained under contract. D. Disease and Pest Control 1) The Consultant shall regularly inspect all landscaped areas for presence of disease, insect or rodent infestation. The Consultant shall advise the Contract Officer within four (4) days of disease, insect or rodent infestation being found; Consultant shall identify the disease, insect or rodent and specify control measures to be taken and upon written approval of the Contract Officer, the Consultant shall implement the approved control measures, exercising extreme caution in the application of all spray materials, dusts or other materials utilized. 2) Approved control measures shall be continued until disease, insect or rodent infestation is controlled to the satisfaction of the Contract Officer. The Consultant shall utilize all safeguards necessary during the disease, insect or rodent control operations to ensure the safety of the public and the employees of the Consultant. E. Replacement of Plant Material e The Contractor shall notify the Contract Officer within four (4) days of the loss of plant material due to any cause. e The Contractor shall remove and replace shrub, turf or ground cover which is damaged or lost due to Contractor’s faulty maintenance or negligence as determined by the City. The size and species of replacement shrubs, turf or ground cover plants shall be as directed by Contract Officer. F. Turf Grass Mowing and Edging - Frequency 1) Grass in this contract may be mowed with power propelled mowers. The mowers shall be maintained so as to provide a smooth even cut 01007.0006/886823.1 01007.0006/886823.1 2) 3) 4) without tearing. The reel or blade adjustment will provide a uniform level cut without ridges or depressions. Rotary mowers must be equipped with grass catchers, or mulching blades. Mowing shall be performed weekly and all foliage cut to the accepted height for the species of grass being mowed. The Consultant may request alteration of this mowing frequency from the Contract Officer, for reasons of inclement weather or to account for seasonal adjustment. Cool season turf shall be cut at 2-1/2" and Bermuda at 1" height or at the discretion of the Contract Officer. Turf shall be edged as specified. Consultant shall apply Pest Control Adviser approved chemicals for control of broadleaf weeds. Bermuda shall be over seeded with annual rye grass (Lolium Multiflorum) at a rate of six pounds per 1,000 square feet as determined by the Contract Officer. Seed shall be uniformly broadcast and applied during the month of October. All clippings shall be removed following each mowing and edging and plant debris disposed of. All grass clippings removed from City medians shall be deposited on behalf of the City of Carson for recycling as green waste in accordance with the Source Reduction and Recycling Element adopted pursuant to Public Resources Code Section 41000 et. Seq. All weight receipts for the disposal of green waste must be turned over to the Contract Officer within 4 days of receipt. Noncompliance will result in delay of payment until Consultant satisfies this requirement. Turf growing adjacent to tree trunks shall be removed to a minimum of 18” from trees so that no string trimming or mowing damages the trees. All turf shall be edged adjacent to all improved surfaces, and where no improved surface exists, turf edges shall be maintained as if the turf area abuts a shrub bed, property line or to maintain turf delineation. Edging shall be accomplished twice monthly or more frequently if desired by the Consultant. Ground Covers l) 2) Maintenance and Replacement: Ground covers are to be maintained and replaced as needed so as to form a solid mat over the surface of the ground. Ground covers must be replaced in kind unless authorization or prior approval is obtained from the Contract Officer to change the plant material. Irrigation and Fertilization: Areas planted with ground covers shall 01007.0006/886823. 1 be adequately irrigated and fertilized to maintain the planting ina healthy condition. Frequent light irrigation is to be avoided. 3) Edging: Ground cover beds shall be maintained within their intended bounds, edged every two (2) weeks and shall not be permitted to encroach into lawns, shrub beds or adjacent areas, or in any manner deemed undesirable by the Contract Officer. 4) Renovation: Ground cover plantings shall be thinned and pruned for the health of the planting and the appearance of the site, and at such other times when directed by the Contract Officer. 5) Cultivation/Mulching: The open soil between plants shall be regularly mulched at the Contract Officer's discretion where the planting permits. 6) Replanting: Replanting shall be required to maintain the continuity of the ground cover and replacement material and labor shall be provided by the Consultant at no additional cost to the City. Paved Surfaces All paved surfaces shall be maintained in a safe, non-hazardous and usable condition at all times. The Consultant shall remove stones, paper, leaves, twigs, and all other debris from paved areas. Removal of debris from paved areas shall be done on a weekly basis. Any damage to sidewalks or surface areas requiring repair shall be promptly reported to the Contract Officer. Reporting Damage or Malfunction Any damage to or malfunction of any facility not specifically provided for above shall be promptly reported to the Contract Officer. Fertilization. Aerification. Renovation Schedules Schedule fertilization of all plantings, turf, and ground cover with a commercial fertilizer as often as required to promote healthy appearance. Water thoroughly to prevent burning. Apply at the rate recommended by manufacturer and soil test results. Test to be provided by City. Organic fertilizer is to be used where possible. Aeration of turf areas is to be done a minimum of one (1) time per year to reduce compaction stress conditions, which will offer a greater K. Il. In addition to the requirements of Section 6.2, during performance of the Services, Consultant will keep the City appraised of the status of performance by delivering water penetration and reduce runoff. In those areas where soil condition is poor, top dressing may be required by the City. Thatching all turf areas one (1) time per year at a time when there will be the least amount of stress to turf. Inspection The City shall inspect the work area to insure adequacy of maintenance and that methods of performing the work are in compliance with the contract. However, this shall not be construed to relieve the Consultant of the duty to provide continuous inspection of the work area. Discrepancies and deficiencies in the work shall be brought to the attention of the Consultant and corrected in the manner specified by the Contract Officer. the following status reports: A. Weekly detailed landscaping maintenance report to the Contract Officer covering all irrigation checks, any turf stress, and any pests and diseases. Ii. All work product is subject to review and acceptance by the City, and must be revised by the Consultant without additional charge to the City until found satisfactory and accepted by City. IV. Consultant will utilize the following personnel to accomplish the Services: A. B. 01007.0006/886823.1 One (1) Landscape Supervisor Seven (7) Full-time Landscapers + one (1) Turf conversion worker EXHIBIT “B” SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) (new text shown in bold italics, deleted text in strikethrough) 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: “1.5 Compliance with Labor and Wage Laws. Certain portions of the Services may be subject to prevailing wages under the Labor Code and to the extent such is true, 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 DIR. 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 under 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 seq.), 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. 01007.0006/886823.1 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 perjury, 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 (14) times the basic rate of pay. (1) 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.” (j) Consultant’s Responsibility 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 any contract with any subcontractor for work under this Agreement. Consultant shall be 01007.0006/886823.1 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.” Il. Section 3.4 (Term) of the Agreement is hereby amended to read in its entirety as follows: “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 later than June 30, 2023 exeeeding-one-1)-year-from-the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit “D”).” 01007.0006/886823.1 EXHIBIT “C” SCHEDULE OF COMPENSATION 1. Consultant shall perform the following tasks at the following rates: RATE TIME A. Maintenance of Hardscape 2,962.50 Monthly Surfaces B. Maintenance of Turf $3,950.00 Monthly C. Maintenance of Plant Area $12,837.50 Monthly Not-to-Exceed $60,000.00 Il. A retention of ten percent (10%) shall be held from each payment as a contract retention to be paid as part of the final payment upon satisfactory completion of services. Ill. 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. I. The total compensation for the Services shall not exceed $60,000.00, as provided in Section 2.1 of this Agreement. 01007.0006/886823.1 EXHIBIT “D” SCHEDULE OF PERFORMANCE 1. Consultant shall perform all Services timely in accordance with a schedule to be coordinated with the Contract Officer. Il. Consultant shall deliver the following tangible work products to the City by the following dates. Weekly detailed landscaping maintenance report to the Contract Officer covering all irrigation checks, any turf stress, and any pests and diseases. Il. The Contract Officer may approve extensions for performance of the Services in accordance with Section 3.2. D-1 01007.0006/886823.1 CALIFORNIA ALL- PURPOSE CERTIFICATE OF 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 As fpaelZs } a On 25/lbfZo Z23 7 before me, AA C faba, lbpay fhe (Here insert napie and title of the pfficerY personally appeared Sane / AwaAyze.- and E zeke / Susy Zor- who proved to me on the basis of satisfactofy evidence to be the person(s) whose” name(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. | 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. JULIO C. BAHENA Notary Public - California 3 Los Angeles County Ss 4 Commission + 2367206 My Comm. Expires Jul 22, 2025 (Notary Public Seal) ADDITIONAL OPTIONAL INFORMATION This form complies with current Califo DESCRIPTION OF THE ATTACHED DOCUMENT Ay ceeiondes + Bor Gutract gowiws itle or description of attached document) Ca. and Gs (Title or description of attached document continued) Number of pages” 4 Document Date os bfzous CAPACITY CLAIMED BY THE SIGNER Individual (s) [C1 Corporate Officer (Title) Partner(s) Attorney-in-Fact Trustee(s) Other 2015 Version www.NotaryClasses.com 800-873-9865 ov) we INSTRUCTIONS FOR COMPLETING THIS FORM rnia statutes regarding notary wording and, if needed, should be completed and attached to the document. Acknowledgments jrom other states may be completed for documents being sent to that state so long as the wording does not require the California notary to violate California notary law. e State and County information must be the State and County where the document signer(s) personally appeared before the notary public for acknowledgment. e Date of notarization must be the date that the signer(s) personally appeared which must also be the same date the acknowledgment is completed. The notary public must print his or her name as it appears within his or her commission followed by a comma and then your title (notary public). Print the name(s) of document signer(s) who personally appear at the time of notarization. Indicate the correct singular or plural forms by crossing off incorrect forms (i.e. he/she/they,- is /are ) or circling the correct forms. Failure to correctly indicate this information may lead to rejection of document recording. The notary seal impression must be clear and photographically reproducible. Impression must not cover text or lines. If seal impression smudges, re-seal if a sufficient area permits, otherwise complete a different acknowledgment form. Signature of the notary public must match the signature on file with the office of the county clerk. «+ Additional information is not required but could help to ensure this acknowledgment is not misused or attached to a different document. “* Indicate title or type of attached document, number of pages and date. ** Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer, indicate the title (ie. CEO, CFO, Secretary). Securely attach this document to the signed document with a staple. ® ACORD oe CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDIYYYY) 10/20/2022 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 = * . Wright, Finnegan & Carter Insurance Associates 23001 La Palma Ave, Ste 100 neueeet Rachelle Harman | FAX no): (714)283-1997 PHONE: ext: _(714)283-1999 E-M. Yorba Linda, CA 92887 BME ee. certificates@wfcinsurance.com License #: 0k93616 INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Ohio Security Insurance Co 24082 INSURED INsuRERB: West American Insurance Co. 44393 Swayzer's Inc - = DBA Swayzer Corporation, DBA: Swayzer's Landscapes surerc: American Fire and Casualty Co 24066 PO Box 4365 INSURER D : Carson, CA 90749 INSURER E: INSURERF : COVERAGES CERTIFICATE NUMBER: 00001634-1332168 REVISION NUMBER: 21 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. iT TYPE OF INSURANCE ina avo, POLICY NUMBER (MM/DDIYYYY) | (MNDDIVYYY) LIMITS A |X | COMMERCIAL GENERAL LIABILITY Y BLS56694138 08/08/2022 | 08/08/2023 | EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED | cLAIMS.MADE OCCUR PREMISES (Ea occurrence) _| $ 500,000 | X| New Residential MED EXP (Any one person) _| $ 15,000 | X} Exclusion PERSONAL & ADVINJURY _| $ 1,000,000 | GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE s 2,000,000 |_X | Poticy Teo: LOC PRODUCTS - COMP/OP AGG | $ 2,000,000 OTHER: $ B | AUTOMOBILE LIABILITY Y BAW56694138 42/01/2022 | 12/01/2023 | ascceny [$4,000,000 X ANY AUTO BODILY INJURY (Per person) | $ | | OWNED SCHEDULED i |__| AUTOS ONLY AUTOS BODILY INJURY (Per accident) | $ HIRED NON-OWNED PROPERTY DAMAGE ; |__| AUTOS ONLY AUTOS ONLY | (Per accident) CompiColl 8 500 C |X| umereauiae | X/ occur USA56694138 08/08/2022 | 08/08/2023 | EACH OCCURRENCE s___ 4,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 4,000,000 DED X | RETENTIONS 10,000 $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS' LIABILITY v1 starute |_| ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? [| NIA (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE! $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT | $ A |Bus Pers Prop BKS56694138 12/01/2022 | 12/01/2023 | Limit 21,096 A |Equip Rent From BKS56694138 12/01/2022 | 12/01/2023 | Limit 25,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CITY OF CARSON, ITS ELECTED AND APPOINTED OFFICERS, EMPLOYEES AND AGENTS ARE ADDITIONAL INSURED AND PRIMARY WORDING APPLIES PER THE BLANKET ADDISTIONAL INSURED ENDORSEMENT ATTACHED TO THE POLICY - AS REQUIRED BY WRITTEN CONTRACT. ADDITIONAL INSURED APPLIES TO AUTO LIABILITY. 30 DAY WRITTEN NOTICE OF CANCELLATION WILL BE GIVIEN TO THE CERTIFICATE HOLDER IN THE EVENT OF POLICY CANCELLATION. CERTIFICATE HOLDER CANCELLATION CITY OF CARSON INSURANCE APPROVED 701 E. CARSON STREET RG P.O. BOX 6234 ats /3004 Carson, CA 90749 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Mh. (iste. (RMH) ACORD 285 (2016/03) The ACORD name and logo are registered marks of ACORD / © 1988-2015 ACORD CORPORATION. All rights reserved. Printed by RMH on 10/20/2022 at 04:12PM 8B Policy# COMMERCIAL GENERAL LIABILITY DT acrecari 20 CG 88 10 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY EXTENSION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART INDEX. SUBJECT. PAGE NON-OWNED AIRCRAFT 2 NON-OWNED WATERCRAFT 2 PROPERTY DAMAGE LIABILITY - ELEVATORS 2 EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant’s Property Damage) 2 MEDICAL PAYMENTS EXTENSION 3 EXTENSION OF SUPPLEMENTARY PAYMENTS - COVERAGES AAND B 3 ADDITIONAL INSUREDS - BY CONTRACT, AGREEMENT OR PERMIT 3 PRIMARY AND NON-CONTRIBUTORY- ADDITIONAL INSURED EXTENSION 5 ADDITIONAL INSUREDS - EXTENDED PROTECTION OF YOUR “LIMITS OF INSURANCE" 6 WHO IS AN INSURED - INCIDENTAL MEDICAL ERRORS/MALPRACTICE AND WHO IS AN INSURED - FELLOW EMPLOYEE EXTENSION - MANAGEMENT EMPLOYEES 6 NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES 7 FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES 7 KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT 7 LIBERALIZATION CLAUSE 7 BODILY INJURY REDEFINED 7 EXTENDED PROPERTY DAMAGE 8 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - 8 WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of § 566 94138 00 2396 280 88 65 INN O With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. A. NON-OWNED AIRCRAFT Under Paragraph 2. Exclusions of Section | - Coverage A - Bodily Injury And Property Damage Liability, exclusion g. Aircraft, Auto Or Watercraft does not apply to an aircraft provided: 1. It is not owned by any insured; 2. Itis hired, chartered or loaned with atrained paid crew; 3. The pilot in command holds acurrently effective certificate, issued by the duly constituted authority of the United States of America or Canada, designating her or him acommercial or airline pilot; and 4. tis not being used to carry persons or property for a charge. However, the insurance afforded by this provision does not apply if there is available to the insured other valid and collectible insurance, whether primary, excess (other than insurance written to apply specifically in excess of this policy), contingent or on any other basis, that would also apply to the loss covered under this provision. NON-OWNED WATERCRAFT Under Paragraph 2. Exclusions of Section | - Coverage A - Bodily Injury And Property Damage Liability, Subparagraph (2) of exclusion g. Aircraft, Auto Or Watercraft is replaced by the following: This exclusion does not apply to: (2) A watercraft you do not own that is: (a) Less than 52 feet long; and (b) Not being used to carry persons or property for a charge. PROPERTY DAMAGE LIABILITY - ELEVATORS 1. Under Paragraph 2. Exclusions of Section | - Coverage A - Bodily Injury And Property Damage Liabil- ity, Subparagraphs (3), (4) and (6) of exclusion j. Damage To Property do not apply if such "property damage" results from the use of elevators. For the purpose of this provision, elevators do not include vehicle lifts. Vehicle lifts are lifts or hoists used in automobile service or repair operations. 2. The following is added to Section IV - Commercial General Liability Conditions, Condition 4. Other Insurance, Paragraph b. Excess Insurance: The insurance afforded by this provision of this endorsement is excess over any property insurance, whether primary, excess, contingent or on any other basis. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant’s Property Damage) lf Damage To Premises Rented To You is not otherwise excluded from this Coverage Part: 1. Under Paragraph 2. Exclusions of Section | - Coverage A - Bodily Injury and Property Damage Liability: a. The fourth from the last paragraph of exclusion j. Damage To Property is replaced by the follow- ing: Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire, lightning, explosion, smoke, or leakage from an automatic fire protection system) to: (i) Premises rented to you for a period of 7 or fewer consecutive days; or (ii) Contents that you rent or lease as part of a premises rental or lease agreement for a period of more than 7 days. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" to contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section Ill - Limits of Insurance. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 8 8B b. The last paragraph of subsection 2. Exclusions is replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section Ill - Limits Of Insurance. 2. Paragraph 6. under Section Ill - Limits Of Insurance is replaced by the following: 6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to: a. Any one premise: (1) While rented to you; or (2) While rented to you or temporarily occupied by you with permission of the owner for damage by fire, lightning, explosion, smoke or leakage from automatic protection sys- tems; or b. Contents that you rent or lease as part of apremises rental or lease agreement. 3. As regards coverage provided by this provision D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant’s Property Damage) - Paragraph 9.a. of Definitions is replaced with the following: 9.a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with the permission of the owner, or for damage to contents of such premises that are included in your premises rental or lease agreement, is not an “insured contract". MEDICAL PAYMENTS EXTENSION If Coverage C Medical Payments is not otherwise excluded, the Medical Payments provided by this policy are amended as follows: Under Paragraph 1. Insuring Agreement of Section | - Coverage C - Medical Payments, Subparagraph (b) of Paragraph a. is replaced by the following: (b) The expenses are incurred and reported within three years of the date of the accident; and EXTENSION OF SUPPLEMENTARY PAYMENTS - COVERAGES A AND B 1. Under Supplementary Payments - Coverages A and B, Paragraph 1.b. is replaced by the following: b. Up to $3,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. 2. Paragraph 1.d. is replaced by the following: d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. ADDITIONAL INSUREDS - BY CONTRACT, AGREEMENT OR PERMIT 1. Paragraph 2. under Section Il - Who Is An Insured is amended to include as an insured any person or organization whom you have agreed to add as an additional insured in a written contract, written agreement or permit. Such person or organization is an additional insured but only with respect to liability for "bodily injury", "property damage” or "personal and advertising injury" caused in whole or in part by: a. Your acts or omissions, or the acts or omissions of those acting on your behalf, in the performance of your on going operations for the additional insured that are the subject of the written contract or written agreement provided that the "bodily injury" or "property damage" occurs, or the "per- sonal and advertising injury" is committed, subsequent to the signing of such written contract or written agreement; or © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 8 $66 54 138 00 2396 280 88 67 b. Premises or facilities rented by you or used by you; or c. The maintenance, operation or use by you of equipment rented or leased to you by such person or organization; or d. Operations performed by you or on your behalf for which the state or political subdivision has issued a permit subject to the following additional provisions: (1) This insurance does not apply to "bodily injury", "property damage", or "personal and ad- vertising injury" arising out of the operations performed for the state or political subdivision; (2) This insurance does not apply to "bodily injury" or “property damage" included within the "completed operations hazard". (3) Insurance applies to premises you own, rent, or control but only with respect to the following hazards: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners, or decorations and similar expo- sures; or (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance. 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 insur- ance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. With respect to Paragraph 1.a. above, a person’s or organization’s status as an additional insured under this endorsement ends when: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (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 other than another contractor or subcontractor engaged in performing operations for aprincipal as a part of the same project. With respect to Paragraph 1.b. above, a person’s or organization’s status as an additional insured under this endorsement ends when their written contract or written agreement with you for such premises or facilities ends. With respects to Paragraph 1.c. above, this insurance does not apply to any “occurrence” which takes place after the equipment rental or lease agreement has expired or you have returned such equipment to the lessor. The insurance provided by this endorsement applies only if the written contract or written agreement is signed prior to the "bodily injury" or "property damage". We have no duty to defend an additional insured under this endorsement until we receive written notice of a "suit" by the additional insured as required in Paragraph b. of Condition 2. Duties In the Event Of Occurrence, Offense, Claim Or Suit under Section IV - Commercial General Liability Condi- tions. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 8 8B 68 2. With respect to the insurance provided by this endorsement, the following are added to Paragraph 2. Exclusions under Section | - Coverage A - Bodily Injury And Property Damage Liability: This insurance does not apply to: a. "Bodily injury" or "property damage" arising from the sole negligence of the additional insured. b. "Bodily injury" or "property damage" that occurs prior to you commencing operations at the location where such "bodily injury" or “property damage" occurs. c. "Bodily injury", “property damage" or "personal and advertising injury" arising out of the render- ing of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occur- rence" which caused the “bodily injury" or "property damage", or the offense which caused the “personal and advertising injury", involved the rendering of, or the failure to render, any professional architectural, engineering or surveying services. d. "Bodily injury" or "property damage" occurring after: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the Jocation 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 other than another contractor or subcontractor engaged in performing operations for a principal as apart of the same project. e. Any person or organization specifically designated as an additional insured for ongoing operations by a separate ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS endorsement _is- sued by us and made apart of this policy 3. With respect to the insurance afforded to these additional insureds, the following is added to Section Il - Limits Of Insurance: If coverage provided to the additional insured is required by acontract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the contract or agreement; or b. 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 Declaratio ns. H. PRIMARY AND NON-CONTRIBUTORY ADDITIONAL INSURED EXTENSION This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. Condition 4. Other Insurance of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS is amend- ed as follows: a. The following is added to Paragraph a. Primary Insurance: If an additional insured’s policy has an Other Insurance provision making its policy excess, and you have agreed in awritten contract or written agreement to provide the additional insured coverage ona primary and noncontributory basis, this policy shall be primary and we will not seek contribution from the additional insured’s policy for damages we cover. © 2013Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 8 566 94138 00 2396 280 8B 69 Uhh b. The following is added to Paragraph b. Excess Insurance: When awritten contract or written agreement, other than a premises lease, facilities rental contract or agreement, an equipment rental or lease contract or agreement, or permit issued by a state or political subdivision between you and an additional insured does not require this insurance to be primary or primary and non-contributory, this insurance is excess over any other insurance for which the addi- tional insured is designated as a Named Insured. Regardless of the written agreement between you and an additional insured, this insurance is excess over any other insurance whether primary, excess, contingent or on any other basis for which the additional insured has been added as an additional insured on other policies. ADDITIONAL INSUREDS - EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. 1. The following is added to Condition 2. Duties In The Event Of Occurrence, Offense, Claim or Suit: An additional insured under this endorsement will as soon as practicable: a. Give written notice of an "occurrence" or an offense that may result in a claim or "suit" under this insurance to us; b. Tender the defense and indemnity of any claim or "suit" to all insurers whom also have insurance available to the additional insured; and c. Agree to make available any other insurance which the additional insured has for aloss we cover under this Coverage Part. d. We have no duty to defend or indemnify an additional insured under this endorsement until we receive written notice of a "suit" by the additional insured. 2. The limits of insurance applicable to the additional insured are those specified in a written contract or written agreement or the limits of insurance as stated in the Declarations of this policy and defined in Section Ill - Limits of Insurance of this policy, whichever are less. These limits are inclusive of and not in addition to the limits of insurance available under this policy. WHO IS AN INSURED - INCIDENTAL MEDICAL ERRORS / MALPRACTICE WHO IS AN INSURED - FELLOW EMPLOYEE EXTENSION -MANAGEMENT EMPLOYEES Paragraph 2.a.(1) of Section Il - Who Is An Insured is replaced with the following: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to aco-"employee" while in the course of his or her employ- ment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co-"employee" or "volunteer worker" asa consequence of Paragraph (1) (a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1) (a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. However, if you are not in the business of providing professional health care services or providing profes- sional health care personnel to others, or if coverage for providing professional health care ser- vices is not otherwise excluded by separate endorsement, this provision (Paragraph (d)) does not apply. Paragraphs (a) and (b) above do not apply to "bodily injury" or "personal and advertising injury" caused by an "employee" who is acting in asupervisory capacity for you. Supervisory capacity as used herein means the "employee’s" job responsibilities assigned by you, includes the direct supervision of other "employ- ees" of yours. However, none of these "employees" are insureds for "bodily injury" or "personal and © 2013Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 6 of 8 88 70 advertising injury" arising out of their willful conduct, which is defined as the purposeful or willful intent to cause "bodily injury" or "personal and advertising injury", or caused in whole or in part by their intoxica- tion by liquor or controlled substances. The coverage provided by provision J. is excess over any other valid and collectable insurance available to your "employee". NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES Paragraph 3. of Section Il -Who Is An Insured is replaced by the following: 3. Any organization you newly acquire or form and over which you maintain ownership or majority interest, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the expiration of the policy period in which the entity was acquired or formed by you; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. d. Records and descriptions of operations must be maintained by the first Named Insured. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations or qualifies as an insured under this provision. FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES Under Section IV - Commercial General Liability Conditions, the following is added to Condition 6. Repre- sentations: Your failure to disclose all hazards or prior "occurrences" existing as of the inception date of the policy shall not prejudice the coverage afforded by this policy provided such failure to disclose all hazards or prior “occurrences” is not intentional. KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT Under Section IV - Commercial General Liability Conditions, the following is added to Condition 2. Duties In The Event of Occurrence, Offense, Claim Or Suit: Knowledge of an "occurrence", offense, claim or “suit" by an agent, servant or "employee" of any insured shall not in itself constitute knowledge of the insured unless an insured listed under Paragraph 1. of Section Il - Who Is An Insured or a person who has been designated by them to receive reports of "occurrences", offenses, claims or "suits" shall have received such notice from the agent, servant or "employee". LIBERALIZATION CLAUSE If we revise this Commercial General Liability Extension Endorsement to provide more coverage without additional premium charge, your policy will automatically provide the coverage as of the day the revision is effective in your state. BODILY INJURY REDEFINED Under Section V - Definitions, Definition 3. is replaced by the following: 3. "Bodily Injury" means physical injury, sickness or disease sustained by a person. This includes mental anguish, mental injury, shock, fright or death that results from such physical injury, sick- ness or disease. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 7 of 8 566 94138 00 2396 280 71 MM M EXTENDED PROPERTY DAMAGE Exclusion a. of COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY is replaced by the following: a. Expected Or Intended Injury “Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU Under Section IV - Commercial General Liability Conditions, the following is added to Condition 8. Trans- fer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against aperson or organization because of payments we make for injury or damage arising out of your ongoing operations or “your work" done under a contract with that person or organization and included in the “products-completed operations hazard" provided: 1. You and that person or organization have agreed in writing in a contract or agreement that you waive such rights against that person or organization; and 2. The injury or damage occurs subsequent to the execution of the written contract or written agree- ment. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 8 of 8 ; COMMERCIAL AUTO Policy# BAW56694 138 AC 85 43 08 21 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ob 44 CALIFORNIA BUSINESS AUTO COVERAGE ENHANCEMENT ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. If the policy to which this endorsement is attached also contains a Business Auto Coverages Enhancement Endorsement with aspecific state named in the title, this endorsement does not apply to vehicles garaged in that specified state. COVERAGE INDEX SUBJECT PROVISION NUMBER ACCIDENTAL AIRBAG DEPLOYMENT 42 ADDITIONAL INSLIRED BY CONTRACT, AGREEMENT OR PERMIT 3 AMENDED DUTIES IN THE EVENT OF ACCIDENT. CLAIM, SUIT ORLOSS 20 AMENDED FELLOW EMPLOYEE EXCLUSION 5 AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE 14 BODILY iNJURY REDEFINED 24 EMPLOYEES AS INSUREDS (Including Employee Hired Auto) 2 EXTRA EXPENSE - BROADENED COVERAGE 10 GLASS REPAIR - WAIVER OF DEDUCTIBLE 16 HIRED AUTO COVERAGE TERRITORY 22 HIRED AUTO PHYSICAL DAMAGE {Including Employee Hired Auto) 6 LOAN /LEASE GAP (Coverage Not Available In New York) 16 NEWLY FORMED OR ACQUIRED SUBSIDIARIES 1 PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) 17 PERSONAL EFFECTS COVERAGE 11 PHYSICAL DAMAGE - ADDITIONAL TRANSPORTATION EXPENSE COVERAGE 8 PHYSICAL DAMAGE DEDUCTIBLE - VEHICLE TRACKING SYSTEM 13 PRIMARY AND NON-CONTRIBUTORY - WRITTEN CONTRACT OR WRITTEN AGREEMENT 23 RENTAL REIMBURSEMENT 9 SUPPLEMENTARY PAYMENTS 4 TOWING AND LABOR ¢ TWO OR MORE DEDUCTIBLES 18 UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS 19 WAIVER OF TRANSFER OF RIGHTS OF RECOVERYAGAINST OTHERS TO US 21 SECTION Il - LIABILITY COVERAGE is amended as follows: 1. NEWLY FORMED OR ACQUIRED SUBSIDIARIES SECTION II - LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured is amended to include the following as an “insured”: d. Any legally incorporated subsidiary of which you own more than 50 percent interest during the policy period. Coverage is afforded only for 90 days from the date of acquisition or formation. However, "insured" does not include any organization that: {1) ls apartnership or joint venture; or (2) |s an "insured" under any other automobile policy except a policy written specificall y to apply in excess of this policy; or (3) Has exhausted its Limit of Insurance or had its policy terminated under any other automobile policy. © 2021 Liberty Mutual Insurance ACT 85 43 08 21 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 7 Min RO eo Ub Coverage under this provision d. does mot apply to “bodily injury" or "property damage" that accurred before you acquired or formed the arganization. EMPLOYEES AS INSUREDS SECTION Il - UABILITY COVERAGE, Paragraph A.1. Who Is An Insured is amended to include the following as.an “insured”: e Any "smployee" of yours while using acovered "auto" you de not own, hire or borrow but only for acts within the scope of their emplayment by you. Insurance provided by this endarsement is excess over any other insurance available to any “employee”. f. Any “employee” of yours while operating an "auto" hired or borrowed under a written contract or agreement in that “employee’s" name, with your permission, while performing duties related to the conduct of your business and within the scope of their employment. Insurance provided by this endorsement. is excess over any other insurance available to the “employee". ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT SECTION Il - LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured is amended to include the following as an "insured": g. Any person or organization with respect to the operation, maintenance or uss of a covered "auto". provided that you and such person or organization have agreed in a written contract, written agreement, or permit issued to you by governmental or public authority, to add such person, or organization, or governmental or public authority to this policy as an “insured” However, such person or organization is an "insured": {1) Only with respect to the operation, maintenance or use of acovered “auto"; (2) Only for “bodily injury" or “property damage" caused by an “accident" which takes place after you executed the written contract or written agreement, or the permit has been issued to you; and {3). Only for the duration of that contract, agreement or permit. The "insured" is required to submit aclaim to any other insurer to which coverage could apply for defense and indemnity. Unless the “insured" has agreed in writing to primary noncontributory wording per enhancement number 23, this policy is excess over any other collectible insurance. SUPPLEMENTARY PAYMENTS SECTION Il - LIABILITY COVERAGE, Coverage Extensions, 2.a. Supplementary Payments , Paragraphs (2) and (4) are replaced by the following: {2) Up to $3,000 for cost of ball bonds (Including bonds for related traffic violations ) required because of an "accident" we cover. We da nat have to furnish these bonds. {4) All reasonable expenses. incurred by the "insured" at our request. including actual loss of earnings up to $500 a day because of time off from work. AMENDED FELLOW EMPLOYEE EXCLUSION In those jurisdictions Where, by law, fellow "employees" are not entitled to the protection afforded to the emplayer by the workers compensation exclusivity rule, or similar protection, the follawing — provi- sion is added: SECTION Il - LIABILITY, Exclusion B.5. Fellow Employee does not apply if the “bodily injury" results from the use of a covered “auto” ‘you own or hire if you have workers compensation insurance. in force for all of your “employees” at the time of "loss". This coverage is excess over any other collectible insurance. SECTION Ill - PHYSICAL DAMAGE COVERAGE is amended as follows: 6. HIRED AUTO PHYSICAL DAMAGE Paragraph A.4. Coverage Extensions of SECTION Ill - PHYSICAL DAMAGE COVERAGE. is amended by adding the following: If hired “autos" are covered “autos" for Liability Coverage, and if Camprehensive, Specified Causes of Loss or Collision coverage are provided under the Business Auto Coverage Form for any “auto” you own, then the Physical Damage coverages provided are extended to "autos": © 2021 Liberty Mutual Insurance AC 85 43 08 21 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 7 ob at a. You hire, rent or borrow; or b. Your “employee” hires or rents under a written contract or agreement in that "employee's" name, but only if the damage occurs while the vehicle is being used in the conduct of your busingss, subject to the following limit and deductible: a. The most we will pay for "loss" in any one “accident” or "loss" is the smallest of: (1) $50,000; or (2) The actual cash value of the damaged or stolen property as of the time of the "loss"; or {3) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality, minus a deductible. b. The deductible will be equal to the largest deductible applicable to any owned “auto” for that coverage. c. Subject to the limit, deductible and excess provisions described in this provision, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. d. Subject to a maximum = of $1,000 per "accident", we will alsa cover the actual loss of use of the hired “auto" if it results from an "accident", you are legally liable and the lessor incurs an actual financial loss. e. This coverage extension does net apply to: (1) Any "auto" that is hired, rented or borrowed with a driver; or (2) Any “auto” that is hired, rented or borrawed from your “employee” or any member of your “employee's” household. Goverage provided under this extension is excess over any other collectinle insurance available at the time of “less”. TOWING AND LABOR SECTION Ill - PHYSICAL DAMAGE COVERAGE. Paragraph A.2. Towing , is amended by the addition of the following: We will pay towing and labor casts incurred, up to the limits shawn helow, each time a covered “auto” classified and rated 4$ a private passenger type, “light truck" cr "mecium truck" is disabled: a. For private passenger type vehicles, we will pay up to $75 per disablement. b. For “light trucks", we will pay up to $75 per disablement. “Light trucks" are trucks that have a gross vehicle weight (GVW) of 10,000 pounds or less. c. For "medium trucks", we will pay up ta $150 per disablement. “Medium trucks" are trucks that have agross vehicle weight (GVW) of 10.001 - 20,000 pounds. However, the labor must be performed at the place of disablement. PHYSICAL DAMAGE - ADDITIONAL TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a. Coverage Extensions, Transportation Expenses of SECTION Ill - PHYSICAL DAMAGE COVERAGE, is amended to provide a limit of $50 per day and amaximum limit of $1,500. RENTAL REIMBURSEMENT SECTION Ill -PHYSICAL DAMAGE COVERAGE, A. Coverage , is amended by adding the following: a. We will pay up to $75 per day for rental reimbursement expenses incurred by you for the rental of an “auto” because of “accident” or "loss", to an “auto” for which we also pay a "loss" under Comprehensive, Specified Causes of Loss or Collision Coverages. We will pay only for those ex- penses incurred after the first 24 hours following the "accident" or"loss" to the covered "auto." b. Rental Reimbursement requires the rental of a comparable or lesser vehicle, which in many cases may be substantially less than $75 per day, and will only be allowed for the period of time it should take to repair or replace the vehicle with reasonable speed and similar quality, up to a maximum of 30 days. ce. Weill also pay up to $500 for reasonable and necessary expenses incurred by you to remove and replace your tools and aquipment from the covered “auto”. This limit is excess over any other collectible. insurance. © 2021 Liberty Mutual Insurance AC 85 43 08 21 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 7 V L 0 On" ArT AD ob af 10. 11. 12. 13. 14. d. This coverage does not apply Unless you have a business necessity that other "autos" available for your use and aperation cannot fill. e. lf "loss" results from the total theft of a covered “auto” of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided under Paragraph 4. Coverage Extension. f. No deductible applies to this coverage. g. The insurance pravided under this extension is excess over any other callectible insurance. lf this policy also providas Rental Reimbursement Coverage you purchased, the coverage provided by this Enhancement Endorsement is in addition to the coverage you purchased. For the purposes of this endorsement provision, materials and equipment do nat include “personal effects" as defined in provision 11.B. EXTRA EXPENSE - BROADENED COVERAGE Under SECTION Ill - PHYSICAL DAMAGE COVERAGE, A. Coverage. we will pay for the expense of returning astolen covered “auto" to you. The maximum amount we will pay is $1,000. PERSONAL EFFECTS COVERAGE A. SECTION Ill -PHYSIGAL DAMAGE COVERAGE, A. Coverage .is amended by adding the following: lf you have purchased Comprehensive Coverage on this policy for an "auto" you own and that “auto” is stolen, we will pay, without application of a deductible, up to S600 for "personal effects" stolen with the "auto." The insurance provided under this provision is excess over any other collectible. insurance. B. SECTION V - DEFINITIONS is amended by adding the following: For the purposes of this provision, "personal effects" mean tangible property that is worn or carried by an “insured.” "Personal effects" does not include tools, equipment, jewelry, money or securn- ties. ACCIDENTAL AIRBAG DEPLOYMENT SECTION Ill -PHYSICAL DAMAGE COVERAGE, B. Exclusions is amended by adding. the following: If you have purchased Comprehensive or Collision Coverage under this policy, the exclusion for "loss" relating to mechanical breakdown does not apply to the accidental discharge of an airbag. Any insurance we provide shall be excess over any other collectible insurance or reimbursement by manufacturer's warranty. However, we agree to pay any deductible applicable to the other coverage or warranty. PHYSICAL DAMAGE DEDUCTIBLE - VEHICLE TRACKING SYSTEM SECTION Ill -PHYSICAL DAMAGE COVERAGE, D. Deductible . is amended by adding the following: Any Camprehensive Deductible shown in the Declarations will be reduced by 50% for any "loss" caused by theft if the vehicle is equipped with a vehicle tracking device such as a radio tracking device or a global position device and that device was the method of recovery of the vehicle. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE SECTION Ill - PHYSICAL DAMAGE COVERAGE, B. Exclusians, Paragraph a. of the exception to exclu- sions 4.c. and 4.d. is deleted and replaced with the following: Exclusions 4.c. and 4.d. do not apply to: a. Electronic equipment that receives or transmits audio, visual or data signals, whether or not de- signed solely for the reproduction of saund, if the equipment is: {1) Permanently installed in the covered “auto” at the time of the “loss” or removable from a housing unit that is permanently installed in the covered “auto"; and (2) Designed to be salely operated by use from the power from the "auto's" electrical system; and 3) Physical damage coverages are provided for the covered "auto". lf the "loss" occurs solely to audio, visual or data electronic equipment aor accessories used with this equipment, then our obligation to pay for, repair. return or replace damaged or stolen property will be reduced by a $100 deductible. © 2021 Liberty Mutual Insurance AC 85 43 08 21 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 7 ob 14. 16. 17. LOAN / LEASE GAP COVERAGE (Not Applicable In New York) A. Paragraph c. Limit Of Insurance of SECTION Ill - PHYSICAL DAMAGE COVERAGE is amended by adding the following: The most we will pay for a “total loss" to a covered "auto" owned by or leased to you in any one “accident” is the greater of the: 1. Balance due Under the terms of the loan or lease to which the damaged covered "auto" is subject at the time of the “Ioss" less the amount of: a. Overdue payments and financial penalties associated with those payments as of the date of the “loss"; b. Financial penalties imposed under a lease dues to high mileage, excessive use or abnormal wear and tear; c. Cosis for extended warranties, Credit Life Insurance, Health, Accident or Disability Insur- ance purchased with the loan or laase: d. Transfer or rollover balances from previous loans or leases; Final payment due under a“Balloon Loan"; f. The dollar amount of any unrepaired damage which occurred prior to the "total loss" of a covered “auta"; g. Security deposits not refunded by a4 lessor; h. All refunds payable or paid to you as aresult of the early termination of alease agreement or as aresult of the early termination of any warranty or extended service agreement on a covered “auto”; i.) Any amount representing taxes: j- Loan ar lease termination fees: or 2. The actual cash value of the damage or stolen property as of the time of the "loss". An adjustment for depreciation and physical sondition will be made in determining the actual cash value at the time of the “loss". This adjustment is not applicable in Texas. B. Additional Conditions This coverage applies only to the orginel loan for which the covered “auto” that incurred the “loss" serves as collateral, or lease written on the covered "auto" that incurred the “lass”. C. SECTION V - DEFINITIONS is changed by adding the following: As used in this endorsement provision, the following definitions apply: “Tatal loss" means a“ioss" in which the cost of repairs plus the salvage value exceeds the actual cash value. A "balloon laan" is one with periadic payments that are insufficient to repay the balance over the term of the loan, thereby requiring alarge final payment. GLASS REPAIR - WAIVER OF DEDUCTIBLE Paragraph D. Deductible of SECTION Ill - PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: No deductible applies to glass damage if the glass is repaired rather than replaced. PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) Paragraph D. Deductible of SECTION Ill - PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: The deductible does not apply to “loss" caused by collision to such covered “auto" of the private passenger type or light weight truck with a gross vehicle weight of 10,000 Ibs. or less as defined by the manufacturer as maximum loaded weight the “auto" is designed to carry while it is: a. In the charge of an “insured"; b. Legally parked; and ec. Unoccupied. © 2021 Liberty Mutual Insurance AC 85 43 08 21 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 7 S = ob 18. The "loss" must be reported to the police authorities within 24 hours of known damage. The total amount of the damage to the covered “auto" must exceed the deductible shown in the Declarations. This provision does not apply to any “loss" if the covered “auto” is in the charge of any person or organization engaged in the automobile business. TWO OR MORE DEDUCTIBLES Under SECTION Ill - PHYSICAL DAMAGE COVERAGE, if tvo or more company policies or coverage forms apply ta the same "accident", the following applies to Paragraph D. Deductible - a. lf the applicable Business Auto deductible is the smaller (or smallest) deductible, it will be waived: or b. If the applicable Business Auto deductible is not the smaller (or smallest) deductible , it will be reduced by the amount of the smaller {or smallest) deductible; or c. lf the "loss" involves two or more Business Auto coverage forms or policies, the smaller {or smallest) deductible will be waived. For the purpose of this endorsement, company means any company that is part of the Liberty Mutual Group. SECTION IV - BUSINESS AUTO CONDITIONS is amended as follows: 19. 20. 21. 22. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS SECTION IV- BUSINESS AUTO CONDITIONS , Paragraph B.2. is amended by adding the following: lf you unintentionally fail to disclose any hazards, exposures or material facts existing as of the incep- tion date or renewal date of the Business Auto Coverage Form, the coverage afforded by this policy will not be prejudiced. However, you must report the undisclosed hazard of exposure as soon as practicable after its discovery, and we have the right to collect additional premium for any such hazard or exposure. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS SECTION IV - BUSINESS AUTO CONDITIONS , Paragraph A.2.a. is replaced in its entirety by the follow- ing: a. Inthe event of "accident", claim, "suit" or“loss", you must promptly notify us when it is known to: (1) Yau, if you are an individual; {2) Apartner, if you are a partnership; (3) Member, if you are a limited liability company; (4) An executive officer or the “employee” designated by the Named Insured to give such notice, if you are a corporation. To the extent possible, notice to us should include: {a) How, when and where the “accident” or "loss" took place; {b) The “insured's" name and address; and {¢) The names and addresses of any injured persons and witnesses. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US SECTION IV - BUSINESS AUTO CONDITIONS . Paragraph A.5. Transfer Of Rights Of Recovery Against Others To Us, is amended by the addition of the following: If the person or organization has in a written agreement waived those rights befare an “accident” or “loss", our nghts are waived also. HIRED AUTO COVERAGE TERRITORY SECTION IV - BUSINESS AUTO CONDITIONS , Paragraph B.7. Policy Period, Coverage Territory , is amended by the addition of the following: f. For "autos" hired 30 days or less, the coverage territory is anywhere in the world, provided that the “insured’s" responsibility to pay for damages is determined in a "suit", on the ments, in the United States, the territories and possessions of the United States of America, Puetto Rico or Canada or in aselttement we agree to. © 2021 Liberty Mutual Insurance AC 85 43 08 21 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 6 of 7 ob This extension of coverage does not apply to an “auto” hired, leased, rented of borrowed with a driver. 23. PRIMARY AND NON-CONTRIBUTING IF REQUIRED BY WRITTEN CONTRACT OR WRITTEN AGREE- MENT The following is added to SECTION IV - BUSINESS AUTO CONDITIONS, General Conditions, B.5. Other Insurance and supersedes any provision to the contrary: This Coverage Form's Covered Autos Liability Coverage is primary to and will not seek cantribution from any other insurance available fo an "Insured" under your policy provided that: 1. Such "insured" is aNamed Insured under such other insurance; and 2. You have agreed in a written contract or written agreement that this insurance would be primary and would not seek contribution from any other insurance available to such “insured”. SECTION V - DEFINITIONS is amended as fallows: 24. BODILY INJURY REDEFINED Under SECTION V - DEFINITIONS , Definition C.is replaced by the following: “Bodily injury" means physical injury, sickness or disease sustained by a person, including mental anguish, mental injury, shock, fright or death resulting from any of these at any time. © 2021 Liberty Mutual Insurance AC 85 43 08 21 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 7 of 7 DATE (MM/DDIYYYY) a) ACORD CERTIFICATE OF LIABILITY INSURANCE @578008 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 CoNLACT Automatic Data Processing Insurance Agency, Inc. Automatic Data Processing Insurance Agency, Inc. PHONE exp, 1-800-524-7024 (AIG, No): E-MAIL ADDRESS: 1 Adp Boulevard INSURER(S) AFFORDING COVERAGE NAIC # Roseland NJ 07068 INSURER A; NorGUARD Insurance Company 31470 INSURED Swayzer Corporation INSURER B: INSURER C : DBA: Swayzer Landscapes INSURER D: 1665 E Del Amo Blvd INSURER E: Carson CA 90746 INSURER F : COVERAGES CERTIFICATE NUMBER: 3018772 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL|SUBR| POLICY EFF_| POLICY EXP LTR TYPE OF INSURANCE INSD | WvD POLICY NUMBER (MM/DDIYYYY) | (MM/DDIYYYY) LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE 5 DAMAGE TO RENTED CLAIMS-MADE OCCUR PREMISES (Ea occurrence) $ MED EXP (Any one person) $ PERSONAL & ADVINJURY | $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY [| ERC: [| Loc PRODUCTS - COMP/OP AGG | $ OTHER: s AUTOMOBILE LIABILITY Chia UMIT ls ANY AUTO BODILY INJURY (Per person) | $ [| OWNED SCHEDULED ; AUTOS ONLY AUTOS BODILY INJURY (Per accident) | $ |_| HIRED NON-OWNED PROPERTY DAMAGE 5 AUTOS ONLY AUTOS ONLY (Per accident) $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED | RETENTION $ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS’ LIABILITY vin xX STATUTE | ER 7 RaGSGH ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT ,000, A. |OFFICER/MEMBER EXCLUDED? nia] Y | Swwe4e6se1 05/16/2023 | 05/16/2024 w (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE} $ 1,000,000 If yes, describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY Limit | $1,000, DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) This certificate has a blanket Waiver of Subrogation for the following state(s) :CA CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE INSURANCE APPROVED THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN CITY OF CARSON RG ACCORDANCE WITH THE POLICY PROVISIONS. POLE, GARSON ST. AUTHORIZED REPRESENTATIVE PO Box 6234 6/5/2023 Carson CA 90749 “Ton We ! ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD , WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 1.02% of the California workers’ compensation premium otherwise due on such remuneration. Schedule Person or Organization Job Description Blanket Waiver - Any person or organization for whom the All CA Operations Named Insured has agreed by written contract to furnish this waiver. 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 05/16/2023 Policy No. SWWC466561 Endorsement No. O Insured Insurance Company NorGUARD Insurance Company Swayzer Corporation Countersigned By ©1998 by the Workers’ Compensation Insurance Rating Bureau of California. All rights reserved.