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C-23-124 - MDG ASSOCIATES 2023 JUN 21
CONTRACT SERVICES AGREEMENT By and Between CITY OF CARSON and MDG ASSOCIATES INC. EXHIBIT NO. 1 21st June professional standards" shall mean those standards of practice recognized by one or more first- class firms performing similar work under similar circumstances. 1.2 Consultant's Proposal. The Scope of Service shall include the Consultant's scope of work or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern. 1.3 Compliance with Law. Consultant shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered. 1.4 Licenses, Permits, Fees and Assessments. 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 this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder. 1.5 Familiarity with Work. By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Consultant discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the Contract Officer. 1.6 Care of Work. The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence. 01007.0001/894804.1 -2- 1.7 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perfoinni their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. 1.8 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to ten percent (10%) of the Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed. 1.9 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. ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT. 2.1 Contract Sum. Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed Six Hundred Thousand Dollars ($600,000) (the "Contract Sum"), unless additional compensation is approved pursuant to Section 1.8. In the event City elects to exercise its options to extend the Term pursuant to Section 3.4 hereof, the Contract Sum will increase by an amount of $200,000 per year. 01007.0001/894804.1 -3- 2.2 Method of Compensation. The method of compensation may include: (i) a lump sum payment upon completion; (ii) payment in accordance with specified tasks or the percentage of completion of the services, less contract retention; (iii) payment for time and materials based upon the Consultant's rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, (b) contract retention is maintained, and (c), the Contract Sum is not exceeded; or ,(iv) such other methods as may be specified in the Schedule of Compensations 2.3 Reimbursable Expenses. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City. Coordination of the performance of the work with City is a critical component of the services. If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings. 2.4 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 sub -contractor contracts. Sub -contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person. City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, 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 City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. 2.5 Waiver. Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant. 01007.0001/894804.1 -4- ARTICLE 3. PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. 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 one hundred eighty (180) days cumulatively. 3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the 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 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) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit 40,1 ARTICLE 4. COORDINATION OF WORK 4.1 Representatives and Personnel of Consultant. The following principals of Consultant ("Principals") are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: Rudy Munoz President (Name) (Title) 01007.0001/894804.1 -5- (Name) (Title) (Name) (Title) It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement fir directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant, and any authorized agents,, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. Additionally, 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, if any, assigned to perform the services required under this Agreement. Consultant shall notify City of any changes in Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance. 4.2 Status of Consultant. Consultant shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant's officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Consultant, nor any of Consultant's officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City's employees. Consultant expressly waives any claim Consultant may have to any such rights. 4.3 Contract Officer. The Contract Officer shall be Robert Lennox, Assistant City Manager. It shall be the Consultant's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the teens of this Agreement. 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 herein. City shall have no voice in the selection, discharge, supervision or control of Consultant's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Consultant shall perform all services required herein as an 01007.0001/894804.1 -6- independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. 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. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant. 4.5 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City. ARTICLE 5. INSURANCE AND INDEMNIFICATION 5.1 Insurance Coverages. The Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of City: (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 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 01007.0001/894804.1 -7- 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 he 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 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 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 endorsements to all required insurance policies at any time. Any failure to comply 01007.0001/894804.1 -8- with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City. All certificates shall name the City as additional insured (providing the appropriate endorsement) and shall conform to the following "cancellation" notice: CANCELLATION: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE, CANCELLED BEFORE THE EXPIRATION DATED THEREOF, THE ISSUING COMPANY SHALL MAIL THIRTY (30) -DAY ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER NAMED HEREIN. [to be initialed] Consultant Initials City, its respective elected and appointed officers, directors, officials, employees, agents and volunteers are to be covered as additional insureds as respects: liability arising out of activities Consultant performs; products and completed operations of Consultant; premises owned, occupied or used by Consultant; or any automobiles owned, leased, hired or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, employees or volunteers. Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. Any deductibles or self -insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self -insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. The Consultant agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which the Consultant may be held responsible for the payment of damages to any persons or property resulting from the Consultant's activities or the activities of any person or persons for which the Consultant is otherwise responsible nor shall it limit the Consultant's indemnification liabilities as provided in Section 5.3. In the event the Consultant subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, the contract between the Consultant and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Consultant is required to maintain pursuant to Section 5.1, and such certificates and endorsements shall be provided to City. 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, 01007.0001/894804.1 -9- 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, or 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, and in connection therewith: (a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; (b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees. Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City's sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City's negligence, except that design professionals' indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement. 5.4 Sufficiency of Insurer. Insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A-" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City ("Risk 01007.0001/894804.1 -10- Manager") due to unique circumstances. If this Agreement continues for more than 3 years duration, or in the event the risk manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Consultant agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the Risk Manager. ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION 6.1 Records. 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. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Consultant's business, custody of the books and records may be given to City, and access shall be provided by Consultant's successor in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act. 6.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed. 6.3 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the "documents and materials") prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of 01007.0001/894804.1 -11- ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City's sole risk and without liability to Consultant, and Consultant's guarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. 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. 6.4 Confidentiality and Release of Information. (a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer. (b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena. (c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorneys fees, caused by or incurred as a result of Consultant's conduct. (d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. ARTICLE 7. ENFORCEMENT OF AGREEMENT AND 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 01007.0001/894804.1 -12- concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California. 7.2 Disputes; Default. In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, 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. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice of the Consultant's default shall not be deemed to result in a waiver of the City's legal rights or any rights arising out of any provision of this Agreement. 7.3 Retention of Funds. Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant's acts or omissions in performing or failing to perform Consultant's obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein. 7.4 Waiver. Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non -defaulting party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 01007.0001/894804.1 -13- 7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 7.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other 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 a legal action under this Agreement. 7.7 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, except as provided in Section 7.3. 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. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non -terminating party with the opportunity to cure pursuant to Section 7.2. 7.8 Termination for Default of 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 Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 01007.0001/894804.1 -14- 7.9 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1 Non -liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the 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. 8.2 Conflict of Interest. Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant's performance of services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the Contract Officer. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects her/his financial interest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation. The Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 8.3 Covenant 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 insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class. 01007.0001/894804.1 -15- 8.4 Unauthorized Aliens. Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City. ARTICLE 9. MISCELLANEOUS PROVISIONS 9.1 Notices. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Carson, 701 East Carson, Carson, California 90745 and in the case of the 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. 9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 9.3 Counterparts. This Agreement may be executed in 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. 9.4 Integration; Amendment. This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. 01007.0001/894804.1 -16- 9.5 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is: so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 9.6 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 "non -interests" pursuant to Government Code Sections 1091 or 1091.5. Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect. Consultant's Authorized Initia 9.7 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE] 01007.0001/894804.1 -17- 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 ATTEST: Gut IcrS CA+ -1 C. Dr. Khaleah R. Bradshaw, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP Sunny K. Soltani, City Attorney [rjl] a Davis -Holmes, Mayor CONSULTANT: MDG ASSOCIATES'INC., a . lifornia corporation By: Name: Rudy Title: Presiden By: Name: Guadalupe Munoz Title: CFO Address: 10722 Arrow Route, Suite 822 Rancho Cucamonga, CA 91730 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. 01007.0001/894804.1 . -18- 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 R. Bradshaw, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP Sunny K. Soltani, City Attorney [rjl] CONSULTANT: MDG ASSOC 4 C., a • . lifornia corporation By: By: Name: Rudy Title: Presiden Name: Guadalupe Munoz Title: CFO Address: 10722 Arrow Route, Suite 822 Rancho Cucamonga, CA 91730 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. 01007.0001/894804.1 -18- CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES On 0 (c/o 9 , 2023 before me, C. C . RtoS , personally appeared ' k.101 1,-WRsoz, proved to me on the basis of satisfactory evidence to be the person(g whose names Oise subscribed to the within instrument and 6knowledged to me that�i /she/they executed the same in is er/their authorized capacity(), and that by hi /her/their signature(g) on the instrument the person(,s, or the entity upon behalf of which the persons acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and of eal. Signature: JUAN C. RIOS Notary Public • California ' San Bernardino County Commission # 2402181 •�•' My Comm. Expires May 11, I026 OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE(S) PARTNER(S) ❑ LIMITED ❑ GENERAL ATTORNEY -IN -FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE 01007.0001/894804.1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT 'A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES On Olv/O`} , 2023 before me, J JA1`l. C • (z1OS , personally appeared GwaI u?e 4 k firoved to me on the basis of satisfactory evidence to be the person whose names : is are subscribed to the within instrument and acknowledged to me that h sh /they executed the same in hi er heir authorized capacity), and that by his?their signature on the instrument the person(4, or the entity upon behalf of which the person(4 acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand an . ' ial se Signatur - : JUAN C. RIOS Notary Public • California San Bernardino County Commission 4 2402181 My Comm. Expires May 11, 2026 OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER CI CI TITLE(S) PARTNER(S) ❑ LIMITED ❑ GENERAL ATTORNEY -IN -FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE 01007.0001/894804.1 EXHIBIT "A" SCOPE OF SERVICES Consultant will perform the following Services: A. Summary of Services: Consultant shall perform services for inspections, appraisal evaluations, coordination of residential and commercial rehabilitation projects and administrative and HUD IDIS training tasks on an as -needed basis. Consultant shall provide a sufficient complement of qualified inspection personnel to perform the services listed below on an as -needed basis. The City processes and completes approximately 35 to 40 residential and 2 commercial projects per year. Primary objectives and duties shall include the following: 1. The initial assessment and determination of the scope of work necessary to complete rehabilitation projects in the City. Structure types consist of single- family, multi -family, and mobile home type housing and neighborhood commercial structures; 2. Project coordination and job progress/compliance monitoring. 3. Administrative and IDIS training tasks on an as -needed basis; and 4. Appraisal evaluations and reporting services. B. Consultant will perform the following Services: 1. Initial Inspection of the Property: Identify rehabilitation items eligible under current CDBG and/or HOME (as applicable) program guidelines. 2. Description of Work: Based on the results of the initial inspection, a description of work will be created summarizing the items identified in the initial inspection including a construction cost estimate utilizing the City's Inspection and Project Services Checklist. ® Abatement of health and safety concerns regarding the foundation, structure, and the garage (where there is one). • An evaluation of deficiencies within the property that will include the following: o Code violations, and health and safety issues; o Roofing; o Plumbing; o Electrical; 01007.0001/894804.1 A-1 o Heating; o Pest infestation; o Interior and exterior painting window replacement; o Lead -based paint and asbestos abatement as needed on a case by case basis; o Interior carpet or other flooring; o Foundation. (Including all items per the City of Carson Residential Rehabilitation Standards checklist and the program guidelines under the program) 3. Bid Procedure: Compile information for projects that will be used to implement the bid process. 4. Coordination of Pre -Construction Meetings and Job Walks. Coordinate the holding of Pre -Construction Meetings and Job Walks between the eligible homeowner and awarded contractor. 5. Coordination and Monitoring of Job Progress: Conduct inspections to determine work progress and keep written log of inspections and comments. 6. Recommend/Request Payments: Based on results of inspection(s) of work performed, recommend progress and final payments to the contractor. 7. Case File Completion: Complete all paperwork needed to complete and close out each assigned project. Case file shall include a completed check -off list or punch -list. 8. Compliance Monitoring: Monitor compliance with State of California prevailing wage requirements and Federal Davis -Bacon and Related Acts (DBRA) provisions. 9. Section 3 Compliance: Monitoring compliance with Section 3 of the Housing and Community Development Act of 1968, which states that HUD -funded jobs and contracts are to be directed, to the greatest extent possible, to local low-income residents and the businesses that employ them. 10. Administrative Tasks (AS NEEDED): • Assistance and training on the HUD IDIS system for employees responsible for administrating the federal and state grant programs • Assist and coordinate with the City's Finance Department to prepare HUD IDIS system required drawdown submissions; 01007.0001/894804.1 A-2 • Assistance in preparation of Slum and Blight Analysis for Community Block Grant funded programs; and • Assist City staff with evaluation oversight of CDBG Public Service recipients. 11. Appraisal Evaluation Services: • Prepare interior and exterior evaluations of subject properties • Provide a summary appraisal report, photographs, sketches, comparable photographs, comparable property locations, and a signed statement of limiting conditions specifically for the HOME program. 12. Commercial Facade Program Consultant Service: • Initial inspection of property • Description of work • Bid Procedure • Pre -construction meetings and job walks • Coordination and monitoring of job progress • Recommend/request payments • Case File completion 13. Notary: Consultant shall perform required notary services, and shall hold a current notary commission at all times during the term of this Agreement. 14. Compliance with Laws: The requested services shall be performed in accordance with all Federal and State laws and regulations applicable to contract involving CDBG, HOME and PLHA program funding, including but not limited to, 12 USC 1706e et seq., 42 USC 12701 et seq., 24 CFR Part 92, 24 CFR Part 570, 2 CFR Part 200, and 25 CCR 8200 et seq. II. 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 the following status reports: A. As requested by City, meet with City staff on a regular basis to provide project updates. B. Any and all reports requested by City. III. 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. Rudy Munoz, President, overall management 01007.0001/894804.1 A-3 B. Clint Whited, Senior Vice President, Slum and Blight Analysis and Integrated Disbursement Information System reporting system training C. Esther Luis, Director, main point of contact and will be on -site as requested by City and assist with administrative tasks and overall project coordination D. Miguel Ramirez, Manager, assistance with inspection and project coordination and inspection functions of the Commercial Rehabilitation Program E. Arthur Gomez, Senior Associate, on -site management of day to day functions of the housing rehabilitation and project coordination and assistance with Commercial Rehabilitation Program, as needed 01007.0001/894804.1 A-4 EXHIBIT "B" SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) (new text shown in bold italics, deleted text in st-Fikethreugh) I. 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 exceeding three (3) ene-(1-) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit "D"). The City may, at its sole discretion, elect to extend the Term by three (3) additional one-year terms (each, an "Extension Term"). The pricing to be applied for each Extension Term is listed in Exhibit "C" and Exhibit "C-1."" II. A new Article 10, "Federal Contracting Requirements," is hereby added to the Agreement to read it its entirety as follows: "ARTICLE 10. FEDERAL CONTRACTING REQUIREMENTS The Agreement shall be subject to compliance with all applicable Federal laws, including those listed below. Consultant shall further agree to require compliance with such laws, to the extent applicable, in any contracts or subcontracts entered into involving HOME or CDBG funding. A. Anti -Lobbying Certification Pursuant to the Byrd Anti -Lobbying Amendment (31 USC § 1352), Consultant warrants that it has filed the required certification, using the form previously provided by City. B. Clean Air and Water Pollution Control Acts Consultant shall agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 USC §7401-7671q) and the Water Pollution Control Act as amended (33 USC §1251-1387). Any and all violations shall be reported to HUD and the Regional Office of the Environmental Protection Agency (EPA). C. Conflict of Interest Under 24 CFR §92.356, this Agreement shall be subject to the conflict of 01007.0001/894804.1 B-1 interest provisions of 2 CFR §§200.318 through 200.326. In accordance with 2 CFR §200.318, Consultant shall comply with all applicable City and State requirements regarding conflicts of interest, and no employee, officer or agent shall participate in the selection, award or administration of this Agreement if employee, officer or agent has a real or apparent conflict of interest. Such a conflict of interest would arise when the employee, officer or agent, or any member of his or her immediate family, his or her partner, or an organization which employs or is about to employ any of said parties; has a financial interest or other interest in or a tangible personal benefit from a firm considered for a contract. Under Carson Municipal Code Section 2615, it is unethical for any City employee or official to participate directly or indirectly in a procurement contract when the City employee or official knows that: (1) The City employee or official, or any member of the City employee's or official's immediate family has a financial interest pertaining to the procurement contract; or (2) any other person, business, or organization with whom the City employee or official, or any member of the City employee's or official's immediate family is negotiating or has an arrangement concerning prospective employment is involved in the procurement contract. Consultant shall disclose all conflicts of interest to the City's Contract Officer within the meaning of the foregoing authorities, including any known financial interest in connection with the award or implementation of this Agreement. Consultant shall agree to comply with the foregoing authorities and to require all subcontractors to do the same. D. Environmental Review Consultant shall acknowledge that, pursuant to 24 CFR §92.352 and other applicable Federal laws and regulations, the National Environmental Policy Act of 1969, 42 USC § §4321-4347 (NEPA), and its implementing regulations (24 CFR Parts 50 and 58) apply to the HOME program, and that applicability of NEPA does not preclude applicability of the California Environmental Quality Act (CEQA) to discretionary approvals of projects of State and local agencies made in connection with the HOME program. Consultant shall agree to comply with, and to require compliance with, any mitigation measures or other applicable environmental restrictions or obligations pursuant to NEPA and CEQA in connection with the activities performed using HOME funding received pursuant to this Agreement. • E. Equal Opportunity Consultant shall agree to comply with the following laws, and to require its subcontractors to comply with the following laws, to the extent applicable, in connection with performance under said contracts: 01007.0001/894804.1 B-2 1. The Civil Rights Act, Fair Housing Act, and Age Discrimination Act: Title VI of the Civil Rights Act of 1964 (42 USC § 2000d et seq.), the Fair Housing Act (42 USC §§ 3601- 3620), and the Age Discrimination Act of 1975 (29 USC § 6101), and applicable implementing regulations, which prohibit Consultant from discriminating or excluding from employment or program participation any person due to race, color, national original origin, sex, age, handicap, religion, familial status or religious preference. 2.Rehabilitation Act of 1973 and the "504 Coordinator" The Rehabilitation Act of 1973 (29 USC §§791 et seq.), and the regulations implementing Section 504 thereof (28 CFR Part 42, Subpart G (§§42.501-42.540). This involves evaluating Consultant's current policies and practices and making modifications to ensure compliance with Section 504. Consultants employing 50 or more persons and receiving CDBG assistance of $25,000 or more shall designate at least one person to coordinate compliance with 28 CFR Part 42, Subpart G. 3. Americans with Disabilities Act of 1990 (ADA): The Americans with Disabilities Act of 1990 (ADA) (42 USC § 12101 et seq.) and applicable implementing regulations and guidelines, which prohibit discrimination on the basis of disability in employment, State and local government service, and public accommodations and commercial facilities. 4. Construction Contract Equal Employment Opportunity Provisions. Except as otherwise provided under 41 CFR Part 60, all contracts meeting the definition of "federally assisted construction contract" in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and implementing regulations at 41 CFR part 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor." F. Flood Disaster Protection Consultant shall comply with Section 202(a) of the Flood Disaster Protection Act of 1973 (42 USC §4106), which prohibits Federal financial 01007.0001/894804.1 B-3 assistance for buildings located in Special Flood Hazard Areas (SFHAs) within communities not participating in the National Flood Insurance Program. Section 102(a) (42 USC §4012) of that act mandates the purchase of flood insurance for buildings located in SFHAs as a condition of acquisition, construction, re -construction, repair and improvements activities. However, flood Insurance is not required for routine maintenance activities. G. Labor Standards For prime construction contracts in excess of $2,000, the consultant shall agree to comply with the Davis- Bacon Act of 1931 (40 USC §§3141-3144, §§3146-3148), as supplemented by 29 CFR Part 5. In accordance with the statute, Consultant shall agree to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor, which will be disclosed to Consultant. In addition, contractors shall be required to pay wages not less than once a week. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. Compliance with said requirements shall not excuse compliance with California prevailing wage laws. The consultant shall also agree to comply with, and to require compliance with, the Copeland "Anti —Kickback" Act (40 USC 3145), as supplemented by 29 CFR Part 3. The Act provides that each contractor or sub -recipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. H. Contract Work Hours and Safety Standards Act (40 USC §§3701-3708) Contracts in excess of $100,000 involving the employment of mechanics or laborers shall include a provision for compliance with 40 USC §3702 and §3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 USC §3702, each contractor shall compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one -and -a -half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 USC §3704 are applicable to construction work and provide that no mechanic or laborer must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. I. National Labor Relations Board (NLRB) Certification 01007.0001/894804.1 B-4 By signing the Agreement, Consultant is stating under penalty of perjury that it has had no more than one non -appealable finding of contempt of court issued by a federal court in the preceding two years because of failure to comply with a federal court order or with a NLRB order. Records Retention Consultant shall retain all records and files relating to this Agreement, including but not limited to the records specified in 24 CFR §92.508, for a period of five years following the final payment under the Agreement or any extensions thereto. Consultant shall make all records and files available upon request by the City, the State of California Department of Housing and Community Development or HUD during the record retention period. K. Relocation, Displacement and Acquisition Projects involving acquisition of real property must comply with federal relocation law to accommodate those persons temporarily or permanently displaced by the project. Consultant shall comply with Federal relocation law for projects including rehabilitating rental housing units and results in increased rents to "Targeted Income Group" (TIG) households. L. Debarment and Suspension Certificate (Executive Orders 12549 and 12689) A contract award (see 2 CFR § 180.220) must not be made to parties listed on the government -wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR Part 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by federal agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Consultant warrants that it has submitted a completed and signed Debarment and Suspension Certificate using the form previously provided by City. Consultant acknowledges that falsely providing this certification may result in criminal prosecution or administrative sanctions, and that this certification is a required component of all proposals submitted. M. Recovered Materials Consultant shall agree to comply with, and to require compliance with, Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include: procuring only items designated in guidelines of the Environmental 01007.0001/894804.1 B-5 Protection Agency (EPA) at 40 CFR Part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner maximizing energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. N. Contract Remedies and Termination Provisions Consultant shall be aware that contracts for more than the simplified acquisition threshold currently set at $150,000, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 USC §1908, shall address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate, and all contracts in excess of $10,000 shall address both termination for cause and for convenience by the contractor including the manner by which it will be effected and the basis for settlement. 0. Contracting with Small and Minority Businesses, Women's Business Enterprises, and Labor Surplus Area Firms. In accordance with 2 CFR §200.321, Consultant shall take all necessary affirmative steps (including those set forth in 2 CFR §200.321, to assure that minority businesses, women's business enterprises, and labor surplus area firms are used when possible. P. Filing of Protests Pursuant to 2 CFR §200.318(k), the City's procedures apply to protests of contract awards. Proposers may file a protest of a contract award with the City's Community Development Director. In order for a protest to be considered valid, the protest must: 1. Be actually received by the Community Development Director in writing within five calendar days after the date of the contract award. 2. Clearly identify the specific recommendation being protested. 3. Specify, in detail, the grounds of the protest and the facts supporting the protest. 4. Include all relevant, supporting documentation with the protest at time of filing. If the protest does not comply with each and every one of these requirements, it will be rejected as incomplete. If the protest is complete, the City's Community Development Director or assigned designee shall review the basis of the protest and all relevant information. The Community Development Director will deny or concur with the protest 01007.0001/894804.1 B-6 and provide a written decision to the protestor. The protestor may then appeal the decision of the Community Development Director to the City Manager, by submitting a written appeal containing the information set forth above to the City Clerk within five days of the date the City notifies the protestor of the decision." 01007.0001/894804.1 B-7 EXHIBIT "C" SCHEDULE OF COMPENSATION Consultant shall perform the following tasks at the following rates: Time and Personnel Commitment: The following is a list of personnel that Consultant will commit to City. City will be given the first opportunity to establish the number of hours required for each individual to assure that their services are being provided in accordance with the needs of the City. Adjustments to be made throughout the Agreement period in accordance with the City's needs. Proposed Staffing/Budget Program Staff Position Hourly Rate FY 23-24' Proposed Hrs./ Ntk Estimated Annual Fees' F,drrinistrati';eTasks Esther Luis Direocr S1 7.C331Ir. 12l-rsAA. S73,&38 Commercial Rehabilitation Miguel Ramirez ",Iarager Si <1.51r:-lr. 10 Frsi`A. S57,980 Arthur Gomez Senior ,tssccia a S1C5.5a- r. As needed As needed Housinr,ICcmmercial Rehabilitation ArthurComGz Senicrisscciate S1Co.50,1: . 30Frs1,ti'<. 5163,2530 Slum and High: Fral Y- ,is „ Clint n'hi:ed Senior Vi Presider,: S128.G1r-1r. To be Ceterrrined Lurrp Son rte to to pro',ided cased on 513 Study Area *The number of hours noted depicts the number of hours in which each individual is available to the City. The actual number of hours required to implement the programs shall be those determined by the City. REIMBURSABLE ITEMS: Appraisals Project Supplies Prints/Reproductions Postage/Delivery $300.00 per appraisal At Cost plus 10°- surcharge lif appiiesl At Cost plus 10% surcharge (if applies] At Cos: plus 10% surcharge (if applies] II. Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task sub -budget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 1.8. III. The City will compensate Consultant for the Services performed upon submission of a valid invoice. Each invoice is to include: 01007.0001/894804.1 C-1 A. Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate. B. Line items for all materials and equipment properly charged to the Services. C. Line items for all other approved reimbursable expenses claimed, with supporting documentation. D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services. IV. The total compensation for the Services shall not exceed $200,000 as provided in Section 2.1 of this Agreement. V. The Consultant's billing rates for all personnel are attached as Exhibit C-1. 01007.0001/894804.1 C-2 EXHIBIT "C-1" BILLING RATES SCHEDULE OF HOURLY BILLING RATES Rated effecti""e ao of Jul— 1.2023 Title PY 2023-2024 PY 2024-2025 PY 20252026 Frecident/39ric- Vj E Pre oident 5138.00 5131.07., 5134.20 Vices Preddert 5122.02 5125.02 5129.00 Dir9ct r 5117.02 5120.00 ?'123.30 Mena cer S111.57 5114.E2 5117.50 Senior As=ocieta 5125.50 510E,O2 5111.00 Arzcciate 595.07 537.52 5107:20 Senior Project A.:ci±tent 578.02 530.02 SE 2'.20 Froie t Aooictent 573.02 `75.02 577.20 Secretary 551.00 552.52 554.00 Note: If IvIDG o ff is squeezed by the City Dd amend a meeting .not coroiberet a part of thin propocal or on a day in which a conoultant is not ocheduled to be or :Lite. the City oh211 ba billed for tie time it t;kec to drive DJ end from the City and it.o corporate office. 01007.0001/894804.1 C-3 EXHIBIT "D" SCHEDULE OF PERFORMANCE I. Consultant shall perform all services timely in accordance with the following schedule: Consultant shall perform the services on a task order basis as assigned by the City's Contract Officer from time -to -time. II. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2. 01007.0001/894804.1 D-1 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 6/22/2023 The Buckner Company of Colorado 6400 S.FIDDLERS GREEN CIRCLE,SUITE 950 Greenwood Village CO 80111 Kasey Heupel 13037563418 denver@buckner.com License#:480397 Certain Underwriters at Lloyds MDGASSO-02 MDG Associates,Inc. 10722 Arrow Route,Suite 822 Rancho Cucamonga CA 91730 1107382365 A Professional Liability TMP00025701 7/1/2023 7/1/2024 Aggregate Per Claim 2,000,000 $2,000,000 City of Carson Attn:Risk Management Dept. 701 East Carson Street Carson CA 90745 ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTRINSD WVD PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATIONAND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 6/22/2023 (626) 396-1035 (626) 396-1045 44393 MDG Associates, Inc. 10722 Arrow Route, Ste. 822 Rancho Cucamonga, CA 91730 24082 24066 A 1,000,000 X X BKW57179298 7/1/2023 7/1/2024 200,000 15,000 1,000,000 2,000,000 2,000,000 1,000,000B X X BAS57179298 7/1/2023 7/1/2024 4,000,000C ESA57179298 7/1/2023 7/1/2024 4,000,000 Certificate Holders are named as Additional Insured on General Liability per blanket form CG8810 0413 and on Auto Liability per form AC8543 0618. Certificate Holders are named as Additional Insured on General Liability per blanket form CG8810 0413 and on Auto Liability per form AC8543 0618 but only as respects the insured's operations as it relates to their signed contract in regards to the Home Inspection Services. *30day Notice of Cancellation except 10 days for non-payment of premium. City of Carson Attn: Risk Management Department 701 E. Carson Street Carson, CA 90745 MDGASSO-01 CFRANCIS Kelley, Jiggins & Associates455 N. El Molino Ave. Pasadena, CA 91101 Chip Francis chip@kjains.com West American Insurance Company Ohio Security Insurance Company American Fire & Casualty Co. X X X X X X MDG Associates, Inc. Policy Number BKW57179298 Policy Period 7-1-23 to 7-1-24 COMMERCIAL GENERAL LIABILITY CG88100413 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 it INDEX ,SUBJECT PAGE NON -OWNED AIRCRAFT 2 NON -OWNED WATERCRAFT x 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 A AND 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 B 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 CG 88 10 04 13 2013 Liberty Mutual Insurance includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of B 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 I - 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. It is hired, chartered or loaned with a trained paid crew; 3. The pilot in command holds a currently effective certificate, issued by the duly constituted authority of the United States of America or Canada, designating her or him a commercial or airline pilot; and 4_ It is 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 foss covered under this provision. B. NON -OWNED WATERCRAFT Under Paragraph 2. Exclusions of Section I - 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. C. PROPERTY DAMAGE LIABILITY - ELEVATORS 1. Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liabil- ity, Subparagraphs (3), (4) and (B) 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 Iffts. 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. D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) If Damage To Premises Rented To You is not otherwise excluded from this Coverage Part: 1, Under Paragraph 2. Exclusions of Section I -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. CG 8810 04 13 ' 2013 Liberty Mutual Insurance Includes copyrighted material of Insurance Services Office, inc., with Its permission. Page 2 of 8 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 III - Limits Of Insurance. 2. Paragraph 6. under Section III • 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 a premises rental or lease agreement, �i 3. As regards coverage provided by this provision D. EXTENDED DAMAGE TO PROPERTY RENTED TO inima YOU (Tenant's Property Damage) - Paragraph 9.a. of Definitions is replaced with the following: La. A contract Fora 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 ire 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". E. 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 I - 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 F. 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. G. ADDITIONAL INSUREDS - BY CONTRACT, AGREEMENT OR PERMIT 1. Paragraph 2. under Section II - 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 CO 88 10 04 13 fl 2013 Liberty Mutual Insurance Includes copyrighted malarial of insurance Services Office, Inc., with its permission. Page 3 of 8 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 slate ar 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". Insurance applies to premises you own, rent, or control but only with respect to the fallowing hazards: (3) (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: (11 All work, including materials, parts or equipment furnished in connection with such work, an 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 a principal 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 h. of Condition 2. Duties In the Event Of Occurrence, Offense, Claim Or Suit under Section IV - Commercial General Liability Condi- tions. CG 68 10 04 13 2013 Liberty Mutual Insurance Includes copyrighted material of Insurance Services Office, Inc., with Its permission. Page 4 of 8 2. With respect to the insurance provided by this endorsement, the following are added to Paragraph 2. Exclusions under Section I - 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 end 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 speccations; 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, arty 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 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 a principal as a part 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 a part of this policy. 3, With respect to the insurance afforded 10 these additional insureds, the following is added to Section III - Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of tine 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 Declaratia 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 a written contract or written agreement to provide the additional insured coverage on a 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. CG 88 10 04 13 e 2013 Liberty Mutual Insurance Includes copyrighted material or Insurance Services Office, Inc., witn its permission. Page 5 of 8 b. The following is added to Paragraph b. Excess Insurance: When a written 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. I. ADDITIONAL INSUREDS - EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" This provision applies to any person or organization who qualities 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 a loss 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 111 - 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. J. WHO IS AN INSURED - INCIDENTAL MEDICAL ERRORS 1 MALPRACTICE WHO IS AN INSURED - FELLOW EMPLOYEE EXTENSION - MANAGEMENT EMPLOYEES Paragraph 2.a.(1) of Section II - 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 a co -"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" as a consequence of Paragraph (1) (a) above; (a) 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 nut 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 a supervisory 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 CG 881011413 0 2013 Liberty Mutual Insurance Includes copyrighted material of Insurance Services Office. Inc., with its permission. Page fi of 8 MIME Imc 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". K. NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES Paragraph 3. of Section 11 -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 4 -retest, 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. L. 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. M. 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 II - 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". N. 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. 0. 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. CG 88 10 04 13 2013 Liberty M utual Insurance tncludes copyrighted material of Insurance Services Office, Irc.,with its permission. Page 7 of 8 P. EXTENDED PROPERTY DAMAGE Exclusion a, of COVERAGE A_ BODILY INJURY AND PROPERTY DAMAGE LIABILITY is replaced by the following: e. 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. 0. 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 a person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products -completed operations hazard" 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 cr written agree- ment. CG 88700493 2013 L€berty Mutual Insurance Includes copyrighted material of Insurance Services Offfce, Inc., with its permission. Page 8 of 8 MDG Associates, Inc. Policy Number 5A557179298 Policy Period 7-1-23 to 7-1-24 2 e COMMERCIAL AUTO AC 85 43 08 21 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. 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 Coverage Enhancement Endorsement with a specific state named in the title, this endorsement does not apply to vehicles garaged in that specified slate. COVERAGE INDEX PRpvish)N NUMatER SUBJECT ACCIDENTAL AIRBAG DEPLOYMENT 12 ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT 3 AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS 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 I LEASE GAP (Coverage Not Available In New York) 15 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 7 TWO OR MORE DEDUCTIBLES 18 UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS 19 WAIVER OF TRANSFER OF RIGHTS OF RECOVERYAGAINST OTHERS TO US 21 SECTION II - LIABILITY COVERAGE is amended as follows: 1. NEWLY FORMED OR ACQUIRED SUBSIDIARIES SECTION II - LIABILITY COVERAGE, Paragraph Al.. 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 data of acquisition or formation. However, "insured" does not include any organization that: (1) Is a partnership or joint venture; or (2) is an 'insured' under any other automobile policy except a policy written specificall y to apply in excess of this policy; or Has exhausted its Limit of Insurance or had its policy terminated under any other automobile policy. (3) ® 2021 Liberty Mutual Insurance AC 85 43 08 21 Includes copyrighted material of Insurance Services Office, Inc., with its perrnlssfon. Page 1 of 7 Coverage under this provision d. does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization. 2. EMPLOYEES AS INSUREDS SECTION 1I - LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured is amended to include the following as an "insured": e. Any "employee" of yours while using a covered "auto" you do not awn, hire or borrow but only for acts within the scope of their employment by you. Insurance provided by this endorsement is excess over any other insurance available to any "employee". tt 1. Any "employee" of yours while operating an "auto" hired or borrowed under a written contract or >l� 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". e.eir 3. ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT SECTION 11 - LIABILITY COVERAGE, Paragraph Al. 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 use 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 a covered "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 a claim 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. 4. SUPPLEMENTARY PAYMENTS SECTION 11 - 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 bail bonds (including bonds for related traffic violations ) required because of an "accident" we cover. We do not 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. S. AMENDED FELLOW EMPLOYEE EXCLUSION In those jurisdictions where, by law, fellow "employees" are not entitled to the protection afforded to the employer by the workers compensation exclusivity rule, or similar protection, the following provi- sion is added: SECTION II - LIABILITY, Exclusion B.S. 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 111 - PHYSICAL DAMAGE COVERAGE is amended as follows: 6. HIRED AUTO PHYSICAL DAMAGE Paragraph A.4. Coverage Extensions of SECTION III - PHYSICAL DAMAGE COVERAGE, is amended by adding the following: If hired "autos" are covered "autos" for Liability Coverage, and if Comprehensive, Specked 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": ttttttt�. ACd5430821 2021Liberty MutuaE Insurance includes copyrighted material of Insurance Services Office, Inc., with Its permission. Page 2 of 7 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 business, 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 Of 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 also cover the actual loss of use of the hired "auto" if ii results from an "accident", you are legally liable and the lessor incurs an actual financial loss. e. This coverage extension does not apply to: (1) Any "auto" that is hired, rented or borrowed with a driver; or (2) Any 'auto' that is hired, rented or borrowed from your "employee" or any member of your "employee's" household. Coverage provided under this extension is excess over any other collectible insurance available at the time of "loss". 7. TOWING AND LABOR SECTION III - PHYSICAL DAMAGE COVERAGE, Paragraph A.2. Towing , is amended by the addition of the following: We will pay towing and labor costs incurred, up to the limits shown below, each time a covered "auto" classified and rated as a private passenger type, "light truck" or "medium 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 to $150 per disablement. "Medium trucks" are trucks that have a gross vehicle weight (GVW) of 10,001 - 20,000 pounds. However, the labor must be performed at the place of disablement. 8. PHYSICAL DAMAGE -ADDITIONAL TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.e. Coverage Extensions, Transportation Expenses of SECTION III - PHYSICAL DAMAGE COVERAGE, is amended to provide a limit of $50 per day and a maximum limit of $1,500. 9. RENTAL REIMBURSEMENT SECTION III - 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." -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. c_ We will also pay up to $500 for reasonable and necessary expenses incurred by you to remove and replace your tools and equipment from the covered "auto". This limit is excess over any other collectible insurance. AC 85 43 08 21 a 2021 Liberty Mutual insurance Includes copyrighted material of insurance Services Office, Inc„ with its permission. Page 3 of 7 a d. This coverage does not apply unless you have a business necessity that other "autos' available for your use and operation cannot fill. e. If "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 provided under this extension Is excess over any other collectible insurance. If this policy also provides 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 not include "personal effects" as defined in provision 11.B. mmes 10. EXTRA EXPENSE • BROADENED COVERAGE Under SECTION III - PHYSICAL DAMAGE COVERAGE, A. Coverage, we will pay for the expense of NEM returning a stolen covered "auto" to you. The maximum amount we will pay is $1,000. 11. PERSONAL EFFECTS COVERAGE L A. SECTION III - PHYSICAL DAMAGE COVERAGE, A. Coverage , is amended by adding the following: It 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 $600 for "personal effects" stolen with the "auto." The insurance provided under this prevision 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 securi- ties. 12. 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. 13. PHYSICAL DAMAGE DEDUCTIBLE -VEHICLE TRACKING SYSTEM SECTION III - PHYSICAL DAMAGE COVERAGE, 0. Deductible , is amended by adding the following: Any Comprehensive 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. 14_ AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE SECTION III - PHYSICAL DAMAGE COVERAGE, B. Exclusions, Paragraph a. of the exception to exciu- R 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 soiely for the reproduction of sound, if the equipment is: (1) Permanently installed in the covered "auto' at the time of the 'loss' or removable from a housing unit Mat is permanently installed in the covered "auto"; and (2) Designed to be solely operated by use from the power from the "auto's" electrical system, and (3) Physical damage coverages are provided for the covered "auto". If the "loss" occurs solely to audio, visual or data electronic equipment or 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 15. LOAN I LEASE GAP COVERAGE (Not Applicable In New York) A. Paragraph C. Limit Of Insurance of SECTION III - 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; I. Balance due under the terms of the loan or lease to which the damaged covered "auto" is subject at the time of the "loss" 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 due to high mileage, excessive use or abnormal wear and tear, c. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insur- ance purchased with the loan or lease; d. Transfer or rollover balances from previous loans or leases; e. 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 "auto"; g. Security deposits not refunded by a lessor; h. NI refunds payable or paid to you as a result of the early termination of a lease agreement or as a result of the early termination of any warranty or extended service agreement on a covered "auto"; i. Any amount representing taxes; Loan or 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 condition 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 original loan for which the covered "auto" that incurred the loss" serves as collateral, or lease written on the covered "auto" that incurred the "loss" C. SECTION V - DEFINITIONS is changed by adding the following; As used in this endorsement provision, the following definitions apply: 'Total loss' means a "loss" in which the cost of repairs plus the salvage value exceeds the actual cash value. A "balloon loan` is one with periodic payments that are Insufficient to repay the balance over the term of the loan, thereby requiring a large final payment. 16. GLASS REPAIR - WAIVER OF DEDUCTIBLE Paragraph D. Deductible of SECTION III - 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. 17. PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) Paragraph D. Deductible of SECTION III - 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 vehide weight of 10,000 lbs. 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 c. Unoccupied. AC 85 43 08 21 2021 Liberty Mutual Insurance Includes copyrighted material el Insurance Services ()Moe. Inc., with its permission. Page 5 of 7 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 Dacia rat ns. 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. 18- TWO OR MORE DEDUCTIBLES Under SECTION III - PHYSICAL DAMAGE COVERAGE, if two or more company policies or coverage forms apply to the same "accident", the following applies to Paragraph D. Deductible a_ If the applicable Business Auto deductible is the smaller (or smallest) deductible, it will be waived; Of 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. If 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, oampany means any company that is part of the Liberty Mutual Group. SECTIOtrt IV - BUSINESS AUTO CONDITIONS is amended as follows- 19. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS SECTION IV- BUSINESS AUTO CONDITIONS , Paragraph B.2, is amended by adding the following; If 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. 20. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS SECTION IV - BUSINESS AUTO CONDITIONS , Paragraph A.2.a. is replaced in his entirety by the follow- ing: a. In the event of 'accident", claim, "suit" or "loss", you must promptly notify us when it is known to: (1) You, if you are an individual; (2) A partner, 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 "foss' look place; (b) The "insured's" name and address; and (c) The names and addresses of any injured persons and witnesses. 21. 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 before an "accident" or "loss", our rights are waived also. 22. 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 merits, in the United States, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. AC 6543 OS 21 2021 Liberty Mutual Insurance Includes copyrighted matariat of Insurance Services Office. Inc.. with its permission. Page 6 of 7 This extension of coverage does not apply to an "auto" hired, leased, rented or 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 contribution from any other insurance available to an 'insured" under your policy provided that: t Such "insured" is a Named 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 follows: 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. AC 85 43 08 21 ® 2021 Liberty Mutual Insurance Includes copyrighted materlal of Insurance Services Office. Inc., with its permission. Page 7 of 7