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2200 - SCB Inspections - Public Works & Engineering Consulting ServicesA00033 PROFESSIONAL SERVICES AGREEMENT PUBLIC WORKS & ENGINEERING CONSULTING SERVICES (SCB INSPECTIONS) PARTIES AND DATE. This Agreement is made and entered into this this 3" day of 20j : (Effective Date) by and between the City of Rosemead, a municipal or nization organized under the laws of the State of California with its principal place of business at 8838 E. Valley Blvd., Rosemead, California 91770 ( "City ") and SCB Inspections with its principal place of business at 2952 Spruce Court, Arcadia, CA 91006 ( "Consultant'). City and Consultant are sometimes individually referred to herein as 'Party' and collectively as 'Parties." 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility forthe provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing professional public works & engineering consulting services to public clients, is licenced in the State of California and is familiar with the plans of City. 2.2 Project. City desires to engage Consultant to render professional public works & engineering consulting services ( "Services') as set forth in this Agreement. 3. TERMS 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional public works & engineering consulting services necessary for the Project, herein referred to a SCB Inspections Page 2 of 11 "Services ". The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be from the Effective Date shown above to June 30, 2018, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. The parties may, by mutual, written consent extend the term of this agreement if necessary to complete the Services. 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services underthis Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are SCB Inspections Page 3 of 11 determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. 3.2.5 City's Representative. The City hereby designates Director of Public Works, or his or her designee, to act as its representative for the performance of this Agreement ( "City's Representative'). City's Representative shall have the power to act on behalf of the City for all purposes under this Agreement. Consultant shall not accept direction or orders from any person other than the City's Representative or his or her designee. 3.2.6 Consultant's Representative. Consultant will designate to act as its representative for the performance of this Agreement ( "Consultant's Representative'). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his /her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services: Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care, Performance of Employees: Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. 3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal /OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, SCB Inspections Page 4 of 11 officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.2.10 Insurance: Consultant shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit B attached to and part of this agreement. 3.2.11 Safety: Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 Fees and Payments 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement and shall not exceed One Hundred Fifty Thousand Dollars ($150,000.00) per fiscal year. Extra Work may be authorized in writing, as described below, and will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses: Consultant shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work: At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. SCB Inspections Page 5 of 11 3.3.5 Prevailing Wages: Consultant is aware of the requirements of California Labor Code Section 1720, at seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ( "Prevailing Wage Laws'), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance' project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection: Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination: City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination: If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents/ Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. SCB Inspections Page 6 of 11 3.5.1.3 Additional Services: In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: CONSULTANT: SCB Inspections 2952 Spruce Court Arcadia, CA 91006 Attn: Steve Beer Tel: (626) 940-7413 CITY: City of Rosemead P.O. Box 399 Rosemead, CA 91770 Attn: Director of Public Works Such notice shall be deemed made when personally delivered or when mailed, forty -eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data, Licensing of Intellectual Property: This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ( "Documents & Data'). Consultant shall require all subcontractors to agree in writing that City is granted a non- exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. SCB Inspections Page 7 of 11 3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts: The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees: If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all costs of such action. 3.5.6 Indemnification: To the fullest extent permitted by law, Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Consultant, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse City and its directors, officials, officers, employees, agents and /or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents or volunteers. SCB Inspections Page 8 of 11 3.5.7 Entire Agreement: This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.5.8 Governing Law: This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence: Time is of the essence for each and every provision of this Agreement. 3.5. 10 City's Right to Employ Other Consultants: City reserves right to employ other consultants in connection with this Project. 3.5.11 Successors and Assigns: This Agreement shall be binding on the successors and assigns of the parties. 3.5.12 Assignment or Transfer: Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.13 Construction; References; Captions: Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.14 Amendment; Modification: No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 Waiver: No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.16 No Third Party Beneficiaries: There are no intended third party beneficiaries of any right or obligation assumed by the Parties. SCB Inspections Page 9 of 11 3.5.17 Invalidity; Severability: If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.18 Prohibited Interests: Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City's Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.19 Equal Opportunity Employment: Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non - discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification: By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self- insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.21 Authority to Enter Agreement: Consultant has all requisite powerand authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 Counterparts: This Agreement may be signed in counterparts, each of which shall constitute an original. SCB Inspections Page 10 of 11 3.6 Subcontracting. 3.6.1 Prior Approval Required: Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. [Signatures on next page] SCB Inspections Page 11 of 11 CITY OF ROSEMEAD '-SCB INSPE NS By_ Jl6ff Allr d, City M nager tale Date Name: LOS CECnILS tSre E� Attest: (Z.0,40, � Title :Cw- �F-¢ -- City Clerk DD ta� [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONTRACTOR REQUIRED[ Approved as to Form: RacfiKP hman Date City Attorney EXHIBIT A SCOPE OF SERVICES / RATE SCHEDULE ISI SCB INSPECTIONS STANDARD RATE SCHEDULUE EFFECTIVE JULY 1, 2015 — JUNE 30, 2016 CATEGORY HOURLY RATE Inspector $63 Telephone: (626) 940 -7413 Email: pwinspector64pgmail.com EXHIBIT B INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of the Work, Consultant will maintain insurance in conformance with the requirements set forth below. Consultant will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Consultant agrees to amend, supplement or endorse the existing coverage to do so. Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to City. Consultant shall provide the following types and amounts of insurance: Commercial General Liability Insurance using Insurance Services Office "Commercial General Liability" policy form CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits are subject to review but in no event less than $1,000,000 per occurrence. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less that $1,000,000 per accident. If Consultant owns no vehicles, this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described above. If Consultant or Consultant's employees will use personal autos in any way on this project, Consultant shall provide evidence of personal auto liability coverage for each such person. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Any such coverage provided under an umbrella liability policy shall include a drop down provision providing primary coverage above a maximum $25,000 self- insured retention for liability not covered by primary but covered by the umbrella. Coverage shall be provided on a "pay on behalf' basis, with defense costs payable in addition to policy limits. Policy shall contain a provision obligating insurer at the time insured's liability is determined, not requiring actual payment by the insured first. There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to City for injury to employees of Consultant, subconsultants or others involved in the Work. The scope of coverage provided is subject to approval of City following receipt of proof of insurance as required herein. Limits are subject to review but in no event less than $1 Million per occurrence. C -1 Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the consultant and "Covered Professional Services' as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this agreement. Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the state of California and with an A.M. Bests rating of A- or better and a minimum financial size VII. General conditions pertaining to provision of insurance coverage by Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant: 1. Consultant agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Consultant also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Contractor and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so- called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Consultant shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City's protection without City's prior written consent. C -2 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant's general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at City option. 8. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of coverage. Consultant agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the certificate. 9. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, noncontributing basis in relation to any other insurance or self insurance available to City. 10. Consultant agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 11. Consultant agrees not to self- insure or to use any self- insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self- insure its obligations to City. If Consultant's existing coverage includes a deductible or self- insured retention, the deductible or self- insured retention must be declared to the City. At that time the City shall review options with the Consultant, which may include reduction or elimination of the deductible or selfinsured retention, substitution of other coverage, or other solutions. 12. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to City. C -3 13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 14. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non - compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 15. Consultant will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 16. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate of insurance and /or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five days of the expiration of the coverages. 17.The provisions of any workers' compensation or similar act will not limit the obligations of Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. 18. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all - inclusive. 19.These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. 20. The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 21. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or C -4 Consultant for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. C -5 A� a CERTIFICATE OF LIABILITY INSURANCE BATEIMNNBBIYYYYI 5/9/2015 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 certficate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the Certificate holder in lieu of such endorsement(s). PRODUCER NAM OONTAOT Susan Dias E' _ Insurance Solutions PHONE (999)398 -7900 )FAK .194 91 3 4 8 -x373 Rec Ell License #0746539 'EaeAIL Su sanD @ins - solutions. com ADORE— _ 33302 Valle Rd, Suite 200 INSURER(S)AFFORDINOCOVERAG San Juan Capistrano CA 92675 �IXSVRERA:TLBVeler9 Des. Ins. Co, of Am. 19046 INSURED INSURER B:Oali£Ola Automobile Insurance Co. 38342 Steve Beer DES, Bob Inspections IINSURERC: 401 E Bay State Street #107 INSURER B: INSURER E'. Cl1VFRaGFS CFRTIFICATF NI IMRFRd5 -16 REVISIONNUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR BR' -- POLICY EFF POLICY E%P LIMITS LTq TYPE OF INSURANCE POLICY NUMBER MMIDD MMmO ACCORDANCE WITH THE POLICY PROVISIONS. X I COMMERCIAL GENERAL LIABILITY AUTHORIZED REPRESENTATIVE Rosemead, CA 91770 FALH OCCURRENCE $ 1,000,000 - A CLAIMS -MADE [R] OCCUR DAMAGE TO RENTED PREMISES Ea accumncc $ 300,000 $ 5,000 680980Bx775 5/1/2015 ' 5/112016 NED EXP Ony any person) P ERSONALS_AOVINJVRY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER AGGREGATE $ 2,000,000 . _GENERAL PRODUCTS - COMRADE AGO $ 2,000,000 X SOLICY�PRo- LOS JECT OTHER'. S AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ya amseml_ $ 1,000,000 $ B l'ANY AUTO _ ALL OWNED K'. SCHEDULED AUTOS AUTOS RK04000001414e 5/1/2015 5/1/2016 BODILY INJURY (Perpeen) BODILY INJUR1 (1.1aevaem) $ $ �. N AAE AA HIREDAUTOS AUTOS PROPERTY DAMAGE (Pyrp Ttles PySenllon AUltlan $ UMBRELLA LIAB OCCUR EACH OCCURREENCE S S __ EXCESS LIAB CIAIMSA1A0E AGGREGATE S OED RETENTION$ WORKERS COMPENSATION ANO EMPLOYERS' LIABILITY 1 ANY PROPRIETORII'PRTNERAeECUTNE PER OTH- STATUTE__. ER EL EACH ACCIDENT __ S OLICEWMEMBEIR E%CLVDC% NIA IMantlatory In me E.L. DISEASE -EA EMPLOYEE S —.. _.... __. ELOISEASE-POLICY LIMIT If yes tlIPTION Wtla OE6GRIPTION OF OPERATIONS below I $ I DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ADDING 101, AddIII ml RemeMS Sd1eEUN, may Ga aNadled II more ¢pace 1¢ emnlreJl Certificate Bolder 13 ..ad ae additional >_nsured per the attached endorsement. S URIO- ZUI4AUVH000KPUPURIPLIN. Alingn$sreseweo. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD I1,13025 r91um\ SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Rosemead THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Farid Hentabli ACCORDANCE WITH THE POLICY PROVISIONS. 8838 E. Valley Blvd AUTHORIZED REPRESENTATIVE Rosemead, CA 91770 qq ^ T Alessandra /PETERS S URIO- ZUI4AUVH000KPUPURIPLIN. Alingn$sreseweo. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD I1,13025 r91um\ Policy Number: BA040000014148 AIR M E RC U RY Effective Date: 05101/2014 I N S U R A N C E G R O U P New Declarations RECEIVED CITY OF ROSEMEAD BUSINESS AUTO DECLARATIONS APR 3 02014 ITEM ONE NATION Named Insured: STEVE BEER Mailing Address: 401 E Bay State St, Apt 107 Alhambra, CA 91801 -3998 Polity Period: From 05/01/2014 to 05/01/2015 at 12:01 AM Standard Time at your mailing address Form of Business: Individual /Sole Proprietorship Total Policy Premium: $941.80 This policy may be subject to final audit. In return for the payment of the premium, and subject to all the terms of this policy, we agree with you to provide the insurance as stated in this policy. ENDORSEMENTS ATTACHED TO THIS POLICY CITY CLERKS OFFICE Issued By: IL 00 2109 08 - Nuclear Energy Liability Exclusion Agent: BY: California Automobile Insurance Company INSURANCE SOLUTIONS P.O. Box 10730 CA 01 21 02 99 - Limited Mexico Coverage 33302 VALLE ROAD SUITE 200 Santa Ana, CA 92711 -0730 SAN JUAN CAPISTRANO, CA 92675 Billing: 18771559 -9033 CA 23 94 03 06 - Silica or Silica Related Dust Exclusion Agent Number: 043319 Claims: 1800 503 -3724 Agent Phone: 949 348 -7400 ITEM ONE NATION Named Insured: STEVE BEER Mailing Address: 401 E Bay State St, Apt 107 Alhambra, CA 91801 -3998 Polity Period: From 05/01/2014 to 05/01/2015 at 12:01 AM Standard Time at your mailing address Form of Business: Individual /Sole Proprietorship Total Policy Premium: $941.80 This policy may be subject to final audit. In return for the payment of the premium, and subject to all the terms of this policy, we agree with you to provide the insurance as stated in this policy. ENDORSEMENTS ATTACHED TO THIS POLICY It 00 17 1198 - Common Policy Conditions IL 00 2109 08 - Nuclear Energy Liability Exclusion IL 00 03 09 08 - Calculation of Premium CA 00 0103 30 - Business Auto Coverage Form CA 01 21 02 99 - Limited Mexico Coverage CA 0143 05 07 - California Changes It 02 70 08 11- California Changes - Cancellation and CA 23 94 03 06 - Silica or Silica Related Dust Exclusion U -245 - Auto Body Repair Consumer Bill of Rights CA 04 25 05 07 - California Individual Named Insured CA 2154 09 09 - California Uninsured Motorists - Bodily CA 21 55 06 10 - California Uninsured Motorists - Physical CA 03 05 02 97 - California Changes Waiver of CDW CA 04 24 04 06 - California Auto Medical Payments Coverage CA 99 23 03 10 - Rental Reimbursement Coverage MCADS030112 -CA Page 1 of 4 04/10/2014 08:10 AM PT Policy Number: BA040000014148 Effective Date: 05/01/2014 1111%MERCURY I N S U R AN C E G R O UP REM TWO SCHEDULE OF COVERAGES AND COVERED AUTOS This policy provides only those coverages where a charge is shown in the premium column below. Each of these coverages will apply only to those "autos" shown as covered "autos ". "Autos" are shown as covered "autos' for a particular coverage by the entry of am or more of the symbols from the Covered Autos Section of the Business Auto Coverage Form next to the name of the coverage. es Coverage Symbol Umit The Most We Will Pay For Any One Accident Or Loss Premium 7 $1,000,000 CSL $590 ts pMotorlas 7 $5,000 per person $40 Uninsured rists Bodily Injury 7 $1,000,000 CSL $130 rists Property Damage Actual Cash Value Or Cost Of Repair, W hichever Is Less, Minus Deductible Shown in ITEM THREE For Each Covered Comprehensive 7 Auto, But No Deductible Applies To Loss Caused By Fire $40 Or Lightning. See ITEM FOUR For Hired Or Borrowed Autos. Actual Cash Value Or Cost Of Repair, Whichever Is Less, Specified Causes of Loss Minus Deductible Shown in ITEM THREE For Each Covered Auto For Loss Caused By Mischief Or Vandalism. See REM FOUR For Hired Or Borrowed Autos. Actual Cash Value Or Cost Of Repair, Whichever Is Less, Collision 7 Minus Deductible Shown in ITEM THREE For Each Covered $94 Auto. See ITEM FOUR For Hired Or Borrowed Autos. Towing and Labor See ITEM THREE LIMIT Shown For Each Disablement of An Auto. Premium For ITEM FOUR (Hired Auto Coverage) Premium For ITEM FIVE (Non - Ownership Liability) Premium For Endorsements $46.00 Miscellaneous Fees and Expense California Consumer Services and Fraud Program Fees Total Policy Premium $941.80 MCADS030112 -CA Page 2 of 4 Policy Number: BA040000014148 Effective Date: 05/01/2014 J11%MERCURY INS U RAN C E G R O UP Cove ed Auto NO. 1 Description 2006 FORD FI50 MN 1FFPW325T6KEM129 Gara inB Cost New City Alhambra ST CA A Code Vehicle Equi . 91801 $33,015 Covered Red us Auto No.l (in Miles) I Usage I Special Industry Class Loss payee COVERAGES, PREMIUMS, LIMITS, AND DEDUCTIBLES )Absence of a deductible or limit entry in any column below means that the limit or deductible entry in the corresponding ITEM TWO column applies instead.) Covered Auto No. 1 Liability Premium $590 Auto Medical Payments Premium $40 UM Both UM Property Comprchenshrc Bodily Injury Damage Premium Premium Deductible Premium $130 $500 $qp Covered Covered Auto No. 1 Deductible I Premium I Deductible CDW Premium Premium Premium R N%M!j l, ® Data Equipment Total Vehicle Premium $9q0 Premium MCADS030112 -CA Page 3 of 4 Policy Number: BA040000014148 Effective Date: 05/01/2014 Aft MERCURY I N S U R AN C E G R O U P Liability UabilNy Coverage Medical Payments $590 Uninsured Motorists Bodily Injury $� Uninsured Motorists Property Damage $$40 Collision Deductible Waiver Comprehensive $6 Specified Causes of Lou $� Collision Cash Value Or Cost Of Repair, $94 Towing and labor Rental Reimbunemem Whichever Is Less, Minus $500 Deductible Loan /Lean Gap $38 Audio, Visual and Data Electronic Epuipr,,, FOUR SCHEDULE OF NI RROWED COVERED Cost of hire means the total amount you in for the hire of "autos" you don't own (not including "autosn you borrow or rent from your partners or "employees" or their family members). Cost of hire does not include charges for services performed by motor carriers of property or passengers. Estimated Annual UabilNy Coverage Physical Dama Be Coverage Total ITEM Cost Of Hire Premium Umit Of Insurance Premium FOUR --Actual Premium Cash Value Or Cost Of Repair, Whichever Is Less, Minus $500 Deductible For Each Covered Auto. FIVE Number Of Employees (Including Volunteers) Discounts • years In Business Discount • Pau in Full nie....— Total ITEM FIVE Premium Driver formation Usted Driven Excluded Drivers STEVE BEER MCADS030112 -CA Page 4 of 4 TRAVELERSAI' One Tower Square, Hartford, Connecticur 06163 BUSINESSOWNERS COVERAGE PART DECLARATIONS OFFICE PAC POLICY NO.: ISSUE DATE: INSURING COMPANY: TRAVELERS CASUALTY INSURANCE COMPANY OF AMERICA 680 - 9309X775- 14- $ECEIVED 03/17/2014 CITY OF ROSEMEAO APR 3 0 2014 POLICY PERIOD: CITY CLEWS OFFICE From 05 -01 -14 to 05 -01 -15 12:01 A.M. Standard Time at your maili BY' mg add Y FORM OF BUSINESS: INDIVIDUAL COVERAGES AND LIMITS OF INSURANCE: Insurance applies only to an item for which a 'limit• or the Word 'included- is shown. OCCURRENCE FOAM COMMERCIAL GENERAL LIABILITY COVERAGE General Aggregate (except Products -CO leted LIMITS OF INSURANCE Products-completed te Operations Limit) $ 2,000,000 omp Operations Aggregate Limit Personal and Advertising Injury Limit $ 2.000,000 Each Occurrence Limit $ 11000,000 Damage to Premises Rested to You $ 11000,000 Medical Payments Limit (any one person) $ 300,000 $ 5,000 BUSINRSSOWNERS PROPERTY COVERAGE DEDUCTIBLE AMOUNT: Businessowners Property Coverage: $ 1,000 per occurrence. Building Glass: $ 1,000 per occurrence. BUSINESS INCOMR /EXTRA EXPENSE LIMIT: Period of Restoration -Time Period: ADDITIONAL COVERAGE: Fine Arta: $ Actual 1008 for 12 consecutive month. Immediately 25,000 Other additional coverage. apply and may be changed by an endorsement. Please read the policy. SPECIAL PROVISIONS: COMMERCIAL GENERAL LIABILITY COVERAGE IS SUBJECT TO A GENERAL AGGREGATE LIMIT MP TO 01 02 05 (Page l of 2) BUSINESSONNERS PROPERTY COVERAGE PREMISES LOCATION NO.: 001 COVERAGE BUSINESS PERSONAL PROPERTY $ +Replecemeot Coat BUILDING NO.: 001 LIMIT OF INFLATION INSURANCE VALUATION COINSURANCE WARD 5,570 RC- N/A 0.0% COVERAGE EXTENSIONS: Accounts Receivable $ 25,000 Valuable Papers $ 25,000 Other coverage a tmeions apply and may be changed by m ,doraement. Please read the policy. MP TO 0102 05 (Pape 2 of 2) PROFESSIONAL SERVICES AGREEMENT GENERAL PUBLIC WORKS ENGINEERING/ INSPECTION SERVICES (STEVE BEER INSPECTION SERVICES) PARTIES AND DATE This Agreement is made and entered into this 15v day of July, 2012 (effective date) by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 E. Valley Blvd., Rosemead, California 91770 ( "City') and Steve Beer Inspection Services with its principal place of business at 401 E. Bay State Street, Alhambra, CA 91801 -3998, ( "Consultant'). City and Consultant are sometimes individually referred to herein as `Party" and collectively as "Parties." 2. RECITALS 2.1 Consultant Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing General Engineering/ Inspection Services to public clients, is licensed in the State of California (if applicable) and is familiar with the plans of City. 2.2 Project City desires to engage Consultant to render such ongoing Engineering and Inspection services for the City, referred to as "Services" as set forth in this Agreement. 3. TERMS 3.1 Scope of Services and Term 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional Engineering and Inspection services necessary for the Project, herein referred to as "Services ". The Services are more Steve Beer Inspection Services Page 2 of 10 particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term: The term of this Agreement shall commence on the effective date mentioned above until June 30, 2015, as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. The Parties may, by mutual, written consent, extend the term of this agreement is necessary to complete the Services 3.2 Responsibilities of Consultant 3.2.1 Control and Payment of Subordinates; Independent Contractor: The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required bylaw. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services: Consultant shall perform the Services expeditiously, within the term of this Agreement. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements: All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel: Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Steve Beer Inspection Services Page 3 of 10 Project by the Consultant at the request of the City. 3.2.5 City's Representative: The City hereby designates the Public Works Director, or his or her designee, to act as its representative for the performance of this Agreement ( "City's Representative'). City's Representative shall have the power to act on behalf of the City for all purposes under this Agreement. Consultant shall not accept direction or orders from any person other than the City's Representative or his or her designee. 3.2.6 Consultant's Representative: Consultant will designate a designee to act as its representative for the performance of this Agreement ( "Consultant's Representative "). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his /her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services: Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees: Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. 3.2.9 Laws and Regulations: Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal /OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. Steve Beer Inspection Services Page 4 of 10 3.2.10 Insurance: Consultant shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit B attached to and part of this agreement. 3.2.11 Safety: Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements for all Services rendered under this Agreement, as specified in the attached Consultant proposal (i.e., hourly rates), but not to exceed $85,000.00 perfiscal year. Such payments for services shall be made on an as- needed basis as directed by the City. Extra Work may be authorized in writing, as described below, and will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment and Compensation: Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 30 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses: Consultant shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work: At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.3.5 Prevailing Wages: Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ( "Prevailing. Wage Laws "), which require the payment of prevailing wage rates and the performance of other requirements on "public Steve Beer Inspection Services Page 5 of 10 works" and "maintenance' projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined bythe Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft; classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection: Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination: City may, by written notice to Consultant, terminate the whole or any part of this Agreement at anytime and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination: If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents/ Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services: In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: Steve Beer Inspection Services Page 6 of 10 CONSULTANT: Steve Beer Inspection Services Attn: Steve Beer CITY: 401 E. Bay State Street, #107 Alhambra, CA 91801 -3998 Phone: (714) 293 -8897 City of Rosemead P.O. Box 399 Rosemead, CA 91770 Attn: Chris Marcarello — Director of Public Works Phone: (626) 569 -2118 Fax: (626) 569 -2303 Such notice shall be deemed made when personally delivered or when mailed, forty -eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual Property: This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ( "Documents & Data "). Consultant shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.3.2 Confidentiality: All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is Steve Beer Inspection Services Page 7 of 10 generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts: The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees: If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. 3.5.6 Indemnification: To the fullest extent permitted bylaw, Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or relating to any negligence, errors or omissions, recklessness, or willful misconduct of Consultant, its officials, officers, employees, agents, and Consultants arising out of or in connection with the performance of the Consultant's Services, including without limitation the payment of all consequential damages, expert witness fees, and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents, or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents, or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse City and its directors, officials, officers, employees, agents, and /or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, official's officers, employees, agents, or volunteers. 3.5.7 Entire Agreement: This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.5.8 Governing Law: This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence: Time is of the essence for each and every provision of this Agreement. 3.5.10 City's Right to Employ Other Consultants: City reserves right to employ other consultants in connection with this Project. Steve Beer Inspection Services Page 8 of 10 3.5.11 Successors and Assigns: This Agreement shall be binding on the successors and assigns of the parties. 3.5.12 Assignment or Transfer: Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.13 Construction; References; Captions: Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.14 Amendment; Modification: No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 Waiver: No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.16 No Third Party Beneficiaries: There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 Invalidity; Severability: If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.18 Prohibited Interests: Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicitor secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City's Filing Officer as required understate law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. Steve Beer Inspection Services Page 9 of 10 3.5.19 Equal Opportunity Employment: Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non - discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification: By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self- insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.21 Authority to Enter Agreement: Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 Counterparts: This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required: Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. [Signatures on next page] Steve Beer Inspection Services Page 10 of 10 CITY OF ROSEMEAD /!C /�%h • Aff Allred, City •- Attest: Jlona "Molleda, • - Date Approved as to Form: l -46 X Rachel H. Richman, City Attorney STEVE BEER INSPECTION SERVICES lJ Date Title: ' � [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONSULTANT REQUIRED] Name: EXHIBIT A SCOPE OF SERVICES SEE REQUEST FOR PROPOSAL (RFP) AND CONSULTANT'S PROPOSAL A -1 CATEGORY Inspector STEVE BEER INSPECTION SERVICES STANDARD RATE SCHEDULUE EFFECTIVE JULY 1, 2012 —JUNE 30, 2013 HOURLY RATE $55 401 E. Bay State Street Alhambra, CA 91801 Telephone: (714) 293 -8897 Email: pwinspector64CrD_gmail.com EXHIBIT B INSURANCE REQUIREMENTS Priorto the beginning of and throughoutthe duration of the Work, Consultantwill maintain insurance in conformance with the requirements set forth below. Consultant will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Consultant agrees to amend, supplement or endorse the existing coverage to do so. Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to City. Consultant shall provide the following types and amounts of insurance Commercial General Liability Insurance using Insurance Services Office "Commercial General Liability" policy form CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits are subject to review but in no event less than $1,000,000 per occurrence. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less that $1,000,000 per accident. If Consultant owns no vehicles, this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described above. If Consultant or Consultant's employees will use personal autos in any way on this project, Consultant shall provide evidence of personal auto liability coverage for each such person. Workers Compensation on a state - approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident or disease. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Any such coverage provided under an umbrella liability policy shall include a drop down provision providing primary coverage above a maximum $25,000 self- insured retention for liability not covered by primary but covered by the umbrella. Coverage shall be provided on a "pay on behalf' basis, with defense costs payable in addition to policy limits. Policy shall contain a provision obligating insurer at the time insured's liability is determined, not requiring actual payment by the insured first. There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to City for injury to employees of Consultant, subconsultants or others involved in the Work. The scope of coverage provided is subject to approval of City following receipt of proof of insurance as required herein. Limits are subject to review but in no event less than $1,000,000.00 per occurrence. B -1 Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the consultant and "Covered Professional Services" as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this agreement. Insurance procured pursuant to these requirements shall be written by insurers that are licensed carriers in the state of California and with an A. M. Bests rating of A- or better and a minimum financial size VII. General conditions pertaining to provision of insurance coverage by Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant: Consultant agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Consultant also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Consultant and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would sere to eliminate so- called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Consultant shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City's protection without City's prior written consent. 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant's general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at City option. 8. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of coverage. Consultant agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the certificate. 9. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, noncontributing basis in relation to any other insurance or self insurance available to City. 10. Consultant agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 11. Consultant agrees not to self- insure or to use any self- insured retentions or deductibles, on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self- insure its obligations to City: If Consultant's existing coverage includes a deductible or self- insured retention, the deductible or self- insured retention must be declared to the City. At that time the City shall review options with the Consultant, which may include reduction or elimination of the deductible or self- insured retention, substitution of other coverage, or other solutions. 12. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to City. W 13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 14. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non - compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 15. Consultant will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 16. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate of insurance and /or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five days of the expiration of the coverages. 17. The provisions of any workers' compensation or similar act will not limit the obligations of Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. 18. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all - inclusive. 19. These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. 20. The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 21. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or B -4 Consultant for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. B -5 A`°R°® CERTIFICATE OF LIABILITY INSURANCE DAM n THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER INSURANCE SOLUTIONS License #0746539 33302 Valle Rd, Suite 200 San Juan Capistrano CA 92675 CONTACT Brittany Kelly PHONE (gq 91 348-7400 AIC No: (949)348 -2373 E-MAIL brittk @ins - solutions. COm INSURERIS AFFORDING COVERAGE NAIC# INSURERA:Travelers Cas. Ins. Co. of Am. 19046 INSURED STEVE BEER 3099 W CHAPMAN AVE. 465 ORANGE CA 92868 INSURER B; /1/2012 INSURER C: EACH OCCURRENCE INSURER D: DAMAGETD RENTED PREMISES Ea occunence INSURER E: MED EXP(Any one pereon) INSURER F: PERSONAL B ADV INJURY COVERAGES CERTIFICATE NUMBER:12 /13 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL$ BR POLICY NUMBER P0LICYEFF MNIA1 POLICY EXP MWDDI LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY I CLAIMS -MADE OCCUR Rosemead, CA 91770 6808808X775 /1/2012 /1/2013 EACH OCCURRENCE $ 1,000,000 DAMAGETD RENTED PREMISES Ea occunence $ 300,000 MED EXP(Any one pereon) $ 5,000 PERSONAL B ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE X POLICY LIMIT APPLIES PER: PRO LOC JECT PRODUCTS - COMP /OP AGO $ 2,000,000 $ A AUTOMOBILE LIABILITY X ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS NON -OWNED HIRED AUTOS AUTOS A8810X598 /1/2012 /1/2013 COMBINED EI SINGLE LIMIT 1,000,00 BODILY INJURY (Per person) S BODILY INJURY (Per accident) $ PROPERTY DAMAGE Peraccident $ Uninsured motorist mmbload $ 1,000,000 UMBRELLA UAB EXCESS LIAR OCCUR CLAIMS -MADE I EACH OCCURRENCE $ AGGREGATE $ DED I I RETENTION$ $ WORKERS COMPENSATION AND EMPLOYERS'LIABILITY YIN ANY PROPRIETORAARTNERIEXECUME F-1 OFFICE"EM HER EXCLUDED? (Mandatory In NH) If yes, describe ureler DESCRIPTION OF OPERATIONS below N /A VdC STATU- OTH- TORY LIMI ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYE $ E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space Is required) Certificate Holder is named as additional insured. CERTIFICATE HOLDER CANCELLATION ACORD 25 (2010105) C 1888.2010 ACORD CORPORATION. All rights reserved. INS025 (2Dtoo5)B1 The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Rosemead Farid Hentabli . AUTHORIMD REPRESENTATIVE 8838 E. Valley Blvd Rosemead, CA 91770 T Alessandra /PETERS ACORD 25 (2010105) C 1888.2010 ACORD CORPORATION. All rights reserved. INS025 (2Dtoo5)B1 The ACORD name and logo are registered marks of ACORD CallL MJ . 3z� CITY OF ROSEMEAD, CALIFORNIA Public Works/ Engineering: 8838 East Valley Boulevard, Rosemead, California 91770 (626) 569 -2150 FAX: (626) 307 -9218 CONTRACT CHANGE ORDER Date: July 19, 2012 Project: General Public Works & Transportation Professional Engineering Services To: Steve Beer Inspection Services 401 E. Bay State Street #107 Contract Number: A 00004 Change Order Number: 1 Alhambra, CA 91801 Contractor Telephone: (714) 293 -8897 Attention: . Mr. Steve Beer Contractor Fax: Description of Change (additional sheet attached) 1. Additional Labor— Street Resurfacing Project (37 Hours) ............................... $ 2,035.00 2. Additional Labor— NPDES Catch Basin Project (27 Hours) ............................ $ 1,485.00 Total Contract Change Order No. 1: Reason for Change (additional sheets attached) Distribution $ 3,520.00 The above - described changes are additional services required beyond the original scope of work. Contractor ® Consultant ❑ Division ® Project Manager M Project File ® Other: ❑ Form PWE (Revised 5/09) Page 1 of 2 C./ CITY OF ROSEMEAD CONTRACT CHANGE ORDER The change results in the following adjustment of Contract Price and /or Time: Descriotion Amount %Change Original Contract Price Net Change by Previously Authorized Change Orders/ Contract Amendment This Change Order. Total Change Order Amount including this Change Order _____________________ __ ________ Contract Price after Change Order(s) . Account/Program Numbers Contract Time prior to Change Net Increase in Days Authorized by this Change Order. 75, 000.00 0.00 3,520.00 (4.69 %) 3,520.00 (4.69 %) 78,520.00 301 - 21003 -401 4 $2,035.00 301 -45003 -401 4$1,485.00 N/A N/A Current Contract Time including this Change Order - N/A Project Completion Date Including Net Increase in Days by Change Order.., Contractor is hereby directed to make the herein - described changes and /or perform said herein - described work in connection with above reference project. All new work shall conform to the applicable provisions of the plans and specifications, except as specifically modified by the Contract Change Order. This Change Order No. 1 to Contract No. A 00004 constitutes full and complete compensation for all costs associated with the above changes inclusive of insurance, contractors profit, direct and indirect overhead, extended office overhead, bonds, supervision, labor, materials and equipment. All other costs are non - compensable. All other provisions, requirements, terms and conditions contained in the above referenced Agreement remain in full force and effect. This Change Order is not valid until signed by both City and Contractor. Attachments: (List attached documents that support Change Order) Attached is the Amendment to Hourly Rate City of Rosemead Prepared/ Approved By: Project Manager Assistant Director of Public Works Approved By: Director of Public Works [when required) '.. .r- �..�.. Ii /� Form PWE (Revised 5109) Date Date Date Iwo i►% Dat Contractor/ Consultant Accepted By: Steve Beer Inspection Services Name o ac `Y( L�(�z Contractor Repre ive Si ture Date Printed Name, Title Page 2 of 2 PROFESSIONAL SERVICES AGREEMENT GENERAL PUBLIC WORKS AND TRANSPORTATION PROFESSIONAL ENGINEERING SERVICES (STEVE BEER INSPECTION SERVICES) AMENDMENT1 The Agreement (A 00004) that was made and entered into on the 15` day of August, 2011 (effective date) by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 E. Valley Blvd., Rosemead, California 91770 and Steve Beer Inspection Services with its principal place of business at 3099 W Chapman Avenue, Orange, CA 92868, remains effective with the exception of the following amendment of Attachment A, Scope of Services: The Rate Schedule for a Public Works Inspector will change from $70 per hour to $55 per hour, effective June 1, 2012. Signed: CITY OF ROSEMEAD STEVE BEER INSPECTION SERVICES 1 By: :-,>1-2-5 t2 Dhte ! Steve qt Steve Date PROFESSIONAL SERVICES AGREEMENT GENERAL PUBLIC WORKS AND TRANSPORTATION PROFESSIONAL ENGINEERING SERVICES (STEVE BEER INSPECTION SERVICES) AMENDMENT? The Agreement (A 00004) that was made and entered into on the 15t day of August, 2011 (effective date) by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 E. Valley Blvd., Rosemead, California 91770 and Steve Beer Inspection Services with its principal place of business at 3099 W Chapman Avenue, Orange, CA 92868, remains effective with the exception of the following amendment of Attachment A, Scope of Services: The Rate Schedule for a Public Works Inspector will change from $70 per hour to $55 per hour, effective June 1, 2012. Signed: CITY OF ROSEMEAD I STEVE BEER INSPECTION SERVICES f S I'L Steve eer ate s E M F O 9 PO 0 107, 'NCORPORATED 9BS9 (STEVE BEER) This Agreement is made and entered into this 1't day of May, 2011 (effective date) by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 E. Valley Blvd., Rosemead, California 91770 ( "City ") and Steve Beer, Public Works Inspection Services with its principal place of business at 3099 W. Chapman Avenue, #465, Orange, CA 92868, ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties." 2.1 Consultant Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing General Public Works Inspection Services to public clients, is licensed in the State of California (if applicable) and is familiar with the plans of City. 2.2 Project City desires to engage Consultant to render such ongoing Public Works Inspection services for the City, referred to as "Services as set forth in this Agreement. K�i�:7Tf 3.1 Scope of Services and Term 3. 1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional Public Works Inspection services Public Works Inspection Services — Steve Beer Page 2 of 10 necessary for the Project, herein referred to as "Services ". The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term: The term of this Agreement shall commence on the effective date mentioned above until June 30, 2011, as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. The Parties may, by mutual, written consent, extend the term of this agreement is necessary to complete the Services 3.2 Responsibilities of Consultant 3.2.1 Control and Payment of Subordinates; Independent Contractor: The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services: Consultant shall perform the Services expeditiously, within the term of this Agreement. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements: All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel: Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Public Works Inspection Services — Steve Beer Page 3 of 10 Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. 3.2.5 City's Representative: The City hereby designates the City Engineer, or his or her designee, to act as its representative for the performance of this Agreement ( "City's Representative "). City's Representative shall have the power to act on behalf of the City for all purposes under this Agreement. Consultant shall not accept direction or orders from any person other than the City's Representative or his or her designee. 3.2.6 Consultant's Representative: Consultant will designate a designee to act as its representative for the performance of this Agreement ( "Consultant's Representative "). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his /her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services: Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees: Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. 3.2.9 Laws and Regulations: Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal /OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. Public Works Inspection Services — Steve Beer Page 4 of 10 3.2.10 Insurance: Consultant shall maintain prior to the beginning of and forthe duration of this Agreement insurance coverage as specified in Exhibit B attached to and part of this agreement. 3.2.11 Safety: Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. in carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements for all Services rendered under this Agreement, as specified in the attached Consultant proposal (i.e., $70.00 per hour, etc.), but not to exceed $ 16,000.00. Extra Work may be authorized in writing, as described below, and will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment and Compensation: Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 30 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses: Consultant shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work: At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative, 3.3.5 Prevailing Wages: Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ( "Prevailing Wage Laws "), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an Public Works Inspection Services — Steve Beer Page 5 of 10 applicable "public works" or "maintenance" project, as defined bythe Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft; classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. ..: 3.4.1 Maintenance and Inspection: Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. . .: 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination: City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination: If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents/ Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services: In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: Public Works Inspection Services — Steve Beer Page 6 of 10 CONSULTANT: Em Steve Beer — Public Works Inspection Services 3099 W. Chapman Avenue, #465 Orange, CA 92868 Phone: (714) 293 -8897 City of Rosemead P.O. Box 399 Rosemead, CA 91770 Attn: Chris Marcarello — Director of Public Works Phone: (626) 569 -2118 Fax: (626) 569 -2303 Such notice shall be deemed made when personally delivered or when mailed, forty -eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual Property: This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ( "Documents & Data "). Consultant shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.3.2 Confidentiality: All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity Public Works Inspection Services — Steve Beer Page 7 of 10 pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts: The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees: If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. 3.5.6 Indemnification: To the fullest extent permitted bylaw, Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or relating to any negligence, errors or omissions, recklessness, or willful misconduct of Consultant, its officials, officers, employees, agents, and Consultants arising out of or in connection with the performance of the Consultant's Services, including without limitation the payment of all consequential damages, expert witness fees, and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents, or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents, or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse City and its directors, officials, officers, employees, agents, and /or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, official's officers, employees, agents, or volunteers. 3.5.7 Entire Agreement: This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.5.8 Governing Law: This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County, 3.5.9 Time of Essence: Time is of the essence for each and every provision of this Agreement. 3.5.10 City's Right to Employ Other Consultants: City reserves right to employ other consultants in connection with this Project. 3.5.11 Successors and Assigns: This Agreement shall be binding on the successors and assigns of the parties. Public Works Inspection Services — Steve Beer Page 8 of 10 3.5.12 Assignment or Transfer: Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.13 Construction; References; Captions: Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.14 Amendment; Modification: No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 Waiver: No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.16 No Third Party Beneficiaries: There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 Invalidity; Severability: If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.18 Prohibited Interests: Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicitor secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees orsubconsultants to file, a Statement of Economic Interest with the City's Filing Officer as required understate law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. Public Works Inspection Services — Steve Beer Page 9 of 10 3.5.19 Equal Opportunity Employment: Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non - discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification: By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self- insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.21 Authority to Enter Agreement: Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 Counterparts: This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6.1 Prior Approval Required: Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. [Signatures on next page] Public Works Inspection Services — Steve Beer Page 10 of 10 5fiTS19'a Attest: Gloria Molleda, City Clerk Date Approved as to Form: Rachel H. Richman, City Attorney I Date Nam Z. c Title: � h► 5=(���iz�yz [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONSULTANT REQUIRED] M Name: Title: s SEE REQUEST FOR PROPOSAL (RFP) AND CONSULTANT'S PROPOSAL BE Steve Beer — Public Works Inspection Services 3099 W. Chapman Ave #465 Orange, Ca 92868 Telephone 714- 293 -8897 Ernail:pwinspector64@att.net • ADA Wheel chair ramps • Sewer lateral systems • Storm drain systems • Cal Trans local assistance interface • CIP projects • Permits • Storm drain • MPDES Inspection • Street Resurfacing /Replacement • Municipal Improvements • Reporting /office Engineering Fee Schedule of Hourly Rates: $70 per hour - Public Works Inspector Mote: The above fee schedule is for straight time and no benefits. Invoices shall be presented monthly and be due 30 days after submitting Over time will be charged at 1.5 times the standard hourly rates. (After 40 regular hours per week) Sundays and Holidays will be charged at 2.0 times the standard hourly rate. Travel time one way /day (max 0.5 hrs) shall be chargeable. This proposal is based on a minimum of 30 hrs per week being worked on average while engaged Thank you for your consideration. I look forward to working with you and the city. If you have any further questions, I would be happy to answer them. Sincerely Steven C. Seer Attachment A: Certification /Resume Steve Beer 12651 woodland lane garden grove, CA 92840 Cell 714 - 293 -8897 pwulsnectorfi4ea tt net OBJECTIVE To work as part of a construction management team where my 20 years of management skills and public work experience will be an asset to your team. EXPERIENCE Public works Inspector, City of Rosemead, Rosemead, CA 91770 — 2010 - present Responsible for monitoring permits within the city limits for driveways,sidewalls,sewer laterals, storm drains and other improvements within the city. Also involved in a federal project replacing 500 +wheel chair ramps along with sidewalks, curbs and gutters. Responsible for oversight of daily reports and all other related documentation. Public Works Observer,SArilldan,City of Industry,IndustryCA — 2006.2010 Observation and Inspection of projects that. were delegated to me. Cit7, of Sierra Madre- duties included monitoring of the approved site conditions within the designated right -of- way. City ofhosemead- responsible for monitoring permits within the city limits which includes driveways,sidewalks,sewer laterals, and storm drain laterals. City of Paramount- provided public works observation for a street resurfacing project. Monitored the construction of cold milling, ADA ramps construction, sidewalk replacement, and rubber asphalt paving. City of Upland - provided public works observation for the Verizon work in the public right -of -way which included rock sawing and boring for placing conduit for the Vios project. City ofHawaiian Gardens -provided public works observation for the installation of flashing beacons (safe route to school project) ADA curb ramps and sidewalk replacement. Paralegal, Law Offices of Robert Winterbotham Anaheim, CA 92805 — 1991 -2006 Duties included: researching and compiling necessary documentation and information for a successful bankruptcy filing. Interviewing clients and discussing with them the bankruptcy process; accurately drafting and compiling petitions for filing. Consistently maintaining and managing over 60 active cases depending on case load.Interacting and communicating with bankruptcy attorneys; continuing education with changes in bankruptcy laws and requirements. EDUCATION Certified Storm water Inspector for Industrial,Municipal and construction sites. Santiago Canyon College 2005 -2006: courses included Introduction to Public Works; Plan reading Public Works Inspection 1 and public Works Inspection 2. Pacific College, Santa Ana, CA 1987: Certificate in paralegal studies. Courses included personal injury, contracts, legal writing and office management. 1' i a. 1i 1 0 W yQ 7 d W } U W i- W U Z Y ]L. w w QR< W� W O FEW �W F W WZ> U W } W U U _ � W F W W OQW F � _ Z M Z W 0 O W Q d U Q < W O Z _ W O } W J Q U ,a Z W < fB > W — — Q i 2 ft U Q N 6 t7 00 Z U � y � O } — = U W W O 6 1 � W Z Z 0— } M 2 W f Z } 0 d a O W U W � Q } W Z m s � 0 N N Y F < Q D Z Q tt w m N Z F- < F U U � I w U LIJ LSI L Z �0 a, Z 0 L Z Z 0 Q Z W 0 z O z j- z LI Q z LLI I Is t Q Z Prior to the beginning of and throughout the duration of the Work, Consultant will maintain insurance in conformance with the requirements set forth below. Consultant will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Consultant agrees to amend, supplement or endorse the existing coverage to do so. Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to City. Consultant shall provide the following types and amounts of insurance Commercial General Liability Insurance using Insurance Services Office "Commercial General Liability" policy form CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits are subject to review but in no event less than $1,000,000 per occurrence. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less that $1,000,000 per accident. If Consultant owns no vehicles, this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described above. If Consultant or Consultant's employees will use personal autos in any way on this project, Consultant shall provide evidence of personal auto liability coverage for each such person. Workers Compensation on a state - approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident or d isease. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Any such coverage provided under an umbrella liability policy shall include a drop down provision providing primary coverage above a maximum $25,000 self- insured retention for liability not covered by primary but covered by the umbrella. Coverage shall be provided on a "pay on behalf' basis, with defense costs payable in addition to policy limits. Policy shall contain a provision obligating insurer at the time insured's liability is determined, not requiring actual payment by the insured first. There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to City for injury to employees of Consultant, subconsultants or others involved in the Work. The scope of coverage provided is subject to approval of City following receipt of proof of insurance as required herein. Limits are subject to review but in no event less than $1,000,000.00 per occurrence. M Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the consultant and "Covered Professional Services" as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this agreement. Insurance procured pursuant to these requirements shall be written by insurers that are licensed carriers in the state of California and with an A.M. Bests rating of A- orbetter and a minimum financial size VII. General conditions pertaining to provision of insurance coverage by Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant: Consultant agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Consultant also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Consultant and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. No liability policy shall contain any provision or definition that would serve to eliminate so- called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Consultant shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City's protection without City's prior written consent. 0 Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant's general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at City option. 8. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of coverage. Consultant agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the certificate. 9. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, noncontributing basis in relation to any other insurance or self insurance available to City. 10. Consultant agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 11. Consultant agrees not to self- insure or to use any self- insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self- insure its obligations to City. If Consultant's existing coverage includes a deductible or self- insured retention, the deductible or self- insured retention must be declared to the City. At that time the City shall review options with the Consultant, which may include reduction or elimination of the deductible or self- insured retention, substitution of other coverage, or other solutions. 12. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the.Consultant, the City will negotiate additional compensation proportional to the increased benefit to City. 'Ma 13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 14. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non - compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 15. Consultant will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 16. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five days of the expiration of the coverages. 17. The provisions of any workers' compensation or similar act will not limit the obligations of Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. 18. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all - inclusive. 19. These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. 20. The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 21. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or :! Consultant for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. L' ACORD CE TIFI T F LIABILITY INSURANCE DATE(MMIDD/YYYY) na 0412912011 PRODUCER 94-9.348,7400 FAX 949.348.2373 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Insurance Solutions ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE License X0746533 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 26522 La Alameda, Suite 190 Mission Viejo, CA 92691 INSURERS AFFORDING COVERAGE NAIC 9 INSURED Steve Beer Travw'iarc Tndmmwity rmmnanv I 74RCR 3099 W Chapman Ave #465 Orange, CA 92868 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INTR DU TYPE OF IN POLICY NUMBER POLICY EFFECTIVE DATE MMOD PDUCY EXPIRATION DATE MMIDDIYYYY LIMITS GENERAL LIABILITY 680880BX775 05101 12011 0510112012 EACH OCCURRENCE $ 1,000, ®® X COMMERCIAL GENERAL LIABILITY CLAIMS MADE ® OCCUR PREMISES HE Ea ocauoence $ 300, ®® MED EXP (Any one person) $ 5, ®® A PERSONAL & ADV INJURY $ 1,000,006 GENERAL AGGREGATE $ 2,000, ®® GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS - COMP /OP AGG $ 2,000,000 X POLICY PRO LOC JECT _ AUTOMOBILE LIABILITY ANY AUTO BA- 881OX598 0510112011 0510112012 COMBINED SINGLE LIMIT (Ea accident) $ 1, 000, 00 X BODILY INJURY (Perpawn) $ A ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Par accident) $ HIRED AUTOS NON -OWNED AUTOS PROPERTY DAMAGE per accident) $ GARAGE LIABILITY AUTO ONLY -EA ACCIDENT $ OTHERTHAN EA ACC $ ANY AUTO S AUTO ONLY AGG EXCESS I UMBRELLA LIABILITY EACH OCCURRENCE $ OCCUR CLAIMS MADE AGGREGATE $ S $ DEDUCTIBLE $ RETENTION $ WORKERS COMPENSATION CSTAT OTH- AND EMPLOYERS 'LIABILITY YIN ANY PROPRIETOR/PARTNER11XECUTIVE❑ OFFICER/MEMBER EXCLUDED? TORY LIMITS ER E.L. EACH ACCIDENT S E.L. DISEASE -EA EMPLOYE $ (Mandatory in NH) &y... describe ender E.L. DISEASE - POLICY LIMIT $ SPECIAL PROVISIONS below OTHER DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS ertif7Cate Holder named as additional insured. *10 Days written notice for non-payment of premium, City of Rosemead Farid Hentabli 8838 E. Valley Blvd Rosemead, CA 91770 FAX: 626.307.9217 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATIOI DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30* DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR The ACORD name and logo are registered marks of ACORD reserved If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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). U][.YNA1I� /1�7 This Certificate of Insurance does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. TAM-11 PROFESSIONAL SERVICES AGREEMENT GENERAL PUBLIC WORKS /ENGINEERING - INSPECTION SERVICES (SCB INSPECTIONS) PARTIES AND DATE This Agreement is made and entered into this 1 sl day of August, 2013 (effective date) by and between the City of Rosemead, a municipal organization organized underthe laws of the State of California with its principal place of business at 8838 E. Valley Blvd., Rosemead, California 91770 ( "City ") and SBC Inspections with its principal place of business at 401 E. Bay State Street, Alhambra, CA 91801 -3998, ( "Consultant'). City and Consultant are sometimes individually referred to herein as "Party' and collectively as "Parties." 2. RECITALS 2.1 Consultant Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing general engineering/ inspection services to public clients, is licensed in the State of California (if applicable) and is familiar with the plans of City. 2.2 Project City desires to engage Consultant to render such on -call engineering and inspection services for the City, referred to as "Services" as set forth in this Agreement. 3. TERMS 3.1 Scope of Services and Term 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional engineering and inspection services necessary for the Project, herein referred to as "Services ". The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. SCB INSPECTIONS Page 2 of 10 All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term: The term of this Agreement shall commence on the effective date mentioned above until June 30, 2016, as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. The Parties may, by mutual, written consent, extend the term of this agreement is necessary to complete the Services 3.2 Responsibilities of Consultant 3.2.1 Control and Payment of Subordinates; Independent Contractor: The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services: Consultant shall perform the Services expeditiously, within the term of this Agreement. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements: All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel: Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. SCB INSPECTIONS Page 3 of 10 3.2.5 City's Representative: The City hereby designates the Director of Public Works; or his or her designee, to act as its representative for the performance of this Agreement ( "City's Representative "). City's Representative shall have the power to act on behalf of the City for all purposes under this Agreement. Consultant shall not accept direction or orders from any person other than the City's Representative or his or her designee. 3.2.6 Consultant's Representative: Consultant will designate a designee to act as its representative for the performance of this Agreement ( "Consultant's Representative "). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his /her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services: Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees: Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. 3.2.9 Laws and Regulations: Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal /OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising there from. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.2.10 Insurance: Consultant shall maintain prior to the beginning of and forthe SCB INSPECTIONS Page 4 of 10 duration of this Agreement insurance coverage as specified in Exhibit B attached to and part of this agreement. 3.2.11 Safety: Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements for all Services rendered under this Agreement, as specified in the attached Consultant proposal (i.e., hourly rates), but not to exceed One Hundred Fifty Thousand Dollars ($150,000.00) per fiscal year. Extra Work maybe authorized in writing, as described below, and will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment and Compensation: Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 30 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses: Consultant shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work: At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.3.5 Prevailing Wages: Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ( "Prevailing Wage Laws "), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an SCB INSPECTIONS Page 5 of 10 applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft; classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection: Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination: City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination; and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination: If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents/ Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services: In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: SCB INSPECTIONS Page 6 of 10 CONSULTANT: SCB Inspections 401 E. Bay State Street, #107 Alhambra, CA 91801 -3998 Attn: Steve Beer Phone: (714) 293 -8897 CITY: City of Rosemead P.O. Box 399 Rosemead, CA 91770 Attn: Chris Marcarello — Director of Public Works Phone: (626) 569 -2118 Fax: (626) 569 -2303 Such notice shall be deemed made when personally delivered or when mailed, forty -eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual Property: This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant underthis Agreement ( "Documents & Data "). Consultant shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.3.2 Confidentiality: All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. SCB INSPECTIONS Page 7 of 10 Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts: The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees: If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. 3.5.6 Indemnification: To the fullest extent permitted bylaw, Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or relating to any negligence, errors or omissions, recklessness, or willful misconduct of Consultant, its officials, officers, employees, agents, and Consultants arising out of or in connection with the performance of the Consultant's Services, including without limitation the payment of all consequential damages, expert witness fees, and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents, or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents, or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse City and its directors, officials, officers, employees, agents, and /or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, official's officers, employees, agents, orvolunteers. 3.5.7 Entire Agreement: This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.5.8 Governing Law: This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence: Time is of the essence for each and every provision of this Agreement. 3.5. 10 City's Right to Employ Other Consultants: City reserves right to employ other consultants in connection with this Project. 3.5.11 Successors and Assigns: This Agreement shall be binding on the SCB INSPECTIONS Page 8 of 10 successors and assigns of the parties. 3.5.12 Assignment or Transfer: Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.13 Construction; References; Captions: Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.14 Amendment; Modification: No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 Waiver: No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.16 No Third Party Beneficiaries: There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 Invalidity; Severability: If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.18 Prohibited Interests: Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicitor secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City's Filing Officer as required understate law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. SCB INSPECTIONS Page 9 of 10 3.5.19 Equal Opportunity Employment: Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non - discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification: By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self- insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.21 Authority to Enter Agreement: Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 Counterparts: This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required: Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. [Signatures on next page] SCB INSPECTIONS Page 10 of 10 CITY OF ROSEMEAD �u' �' 11 Allred, ..- Attest: Gloria Molleda, City Clerk D t� e ` Approved as to Form: SCB INSPECTIONS By: Date Name:CS� Title: .9 S 9- c%:t'bI;->— [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONSULTANT REQUIRED] Name: Title: EXHIBIT A SCOPE OF SERVICES SEE REQUEST FOR PROPOSAL (RFP) AND CONSULTANT'S PROPOSAL A -1 SCB INSPECTIONS STANDARD RATE SCHEDULUE EFFECTIVE JULY 1, 2013 — JUNE 30, 2014 CATEGORY HOURLY RATE Inspector $57 401 E. Bay State Street Alhambra, CA 91801 Telephone: (714) 293 -8897 Email: pwinspector64(a)gmail.com EXHIBIT B INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of the Work, Consultant will maintain insurance in conformance with the requirements set forth below. Consultant will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Consultant agrees to amend, supplement or endorse the existing coverage to do so. Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to City. Consultant shall provide the following types and amounts of insurance: Commercial General Liability Insurance using Insurance Services Office "Commercial General Liability" policy form CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits are subject to review but in no event less than $1,000,000 per occurrence. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less that $1,000,000 per accident. If Consultant owns no vehicles, this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described above. If Consultant or Consultant's employees will use personal autos in any way on this project, Consultant shall provide evidence of personal auto liability coverage for each such person. Workers Compensation on a state - approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident or disease. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Any such coverage provided under an umbrella liability policy shall include a drop down provision providing primary coverage above a maximum $25,000 self- insured retention for liability not covered by primary but covered by the umbrella. Coverage shall be provided on a "pay on behalf' basis, with defense costs payable in addition to policy limits. Policy shall contain a provision obligating insurer at the time insured's liability is determined, not requiring actual payment by the insured first. There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to City for injury to employees of Consultant, subconsultants or others involved in the Work. The scope of coverage provided is subject to approval of City following receipt of proof of insurance as required herein. Limits are subject to review but in no event less than $1,000,000.00 per occurrence. As Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the consultant and "Covered Professional Services" as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this agreement. Insurance procured pursuant to these requirements shall be written by insurers that are licensed carriers in the state of California and with an A.M. Bests rating of A- or better and a minimum financial size Vll. General conditions pertaining to provision of insurance coverage by Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant: Consultant agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Consultant also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Consultant and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so- called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Consultant shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City's protection without City's prior written consent. 70-IN 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant's general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at City option. 8. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of coverage. Consultant agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor' (as opposed to being required) to comply with the requirements of the certificate. 9. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, noncontributing basis in relation to any other insurance or self insurance available to City. 10. Consultant agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 11. Consultant agrees not to self- insure or to use any self- insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self- insure its obligations to City. If Consultant's existing coverage includes a deductible or self- insured retention, the deductible or self- insured retention must be declared to the City. At that time the City shall review options with the Consultant, which may include reduction or elimination of the deductible or self- insured retention, substitution of other coverage, or other solutions. 12. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to City. :c 13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 14. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non - compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 15. Consultant will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 16. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate of insurance and /or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five days of the expiration of the coverages. 17. The provisions of any workers' compensation or similar act will not limit the obligations of Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. 18. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all - inclusive. 19. These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. 20. The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 21. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or ffln Consultant for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. AIR CERTIFICATE OF LIABILITY INSURANCE 6/26/2013» THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CER71FICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER insurance Solutions License #0746539 33302 Valle Rd, Suite 200 San Tuan Capistrano CA 92675 NAME: Laura Schaefer '. (949) 348 -7400 FAC No: (949) 348 -2373 I .LauraS @ins - solutions.com INSURERS AFFORDING COVERAGE "Co INSURERATravelers Cas. Ins. Co. of Am. 19046 INSURED STEVE BEER DBA SCE Inspections 401 E BAY STATE STREET #107 ALHAMBRA CA 91601 INSURERS: INSURERC: INSURERD: INSURER E, $ 1,000,000 INSURER F: i( COMMERCIAL GENERAL LABILITY 7 CLAIM& ADE OCCUR COVERAGES CERTIFICATE NUMBER:13 /14 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAYHAVE BEEN REDUCED BY PAID CLAIMS. ILTRR TYPE OF INSURANCE POLICY NUMBER POLICY ERE MMIDUII'YYPY LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A i( COMMERCIAL GENERAL LABILITY 7 CLAIM& ADE OCCUR 5808808X775 /1/2013 /1/2014 PREMISES fEa oo more $ 300,000 MED EXP(Any one person) $ 5,000 PERSONAL &ADV IN.URY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GENt AGGREGATE LIMIT APPLIES PER PRODUCTS- COMP)PAGG $ 2,000,000 - POLICY PRO LOG $ AUTOMOBILE LIABILITY (Ea accident INGLE 1,000,000 X BODILY N.AIRY(Per- Parson) $ A MY AUTO ALL OWNED SCHEDULED AUTOS AUTOS 881OX598 /1/2013 /1/2014 BODILY INJURY(Pw accident) $ PROPERTY DAMAGE Per ecade,t $ NON -0MED HIRED AUTOS AUTOS Uninsured motonsl combined $ 1,000,00 UMBRELLA LAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LAB CLAIMS -MADE DIED RETENTION$ $ WORKERS COMPENSATION V.0 STATU- OTH- AND EMPLOYERS' LIABILITY YIN ANY PROPRIETORIPARTNERIEJEQUTIVE E.L. EACH ACCIDENT $ OFFICERMEMBER EXCLUDED'! [:] NIA E, L. DISEASE - PA EMPLOYE $ (Mandatary In NH) If ins. describe under DESCRIPTION OF OPERATIONS below " E. L. DISEASE - POLICY LIMIT $ DESCMPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, AddltlonM Remarks Schetlule, Ir more apace Is rs9ulnd) Certificate Holder is named as additional insured per the attached form. City of Rosemead Farid Hentabli 8838 E. Valley Blvd Rosemead, CA 91770 ACORD 25 (2010/05) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Alessandra /PETERS -::r., e2 " z Of INS025 aoloosbol The ACORD name and logo are registered marks of ACORD reserved. COMMERCIAL GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations, and any other person or organization qualifying as a Named Insured under this policy. The words "we ", "us" and "our" refer to the company providing this insurance. The word "insured" means any person or organization qualifying as such under Section II — Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section V — Definitions_ SECTION 1— COVERAGES COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured be- comes legally obligated to pay as damages because of "bodily injury" or "property dam- age" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury" or "property damage" to which this insurance does not apply. We may, at our discretion, investigate any "occurrence" and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section III — Limits Of Insurance; and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or perform ads or services is covered unless explicitly provided for under Supplementary Payments — Coverages A and B. b. This insurance applies to "bodily injury" and "property damage" only if: (1) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory"; (2) The "bodily injury" or "property damage" occurs during the policy period; and (3) Prior to the policy period, no insured listed under Paragraph 1. of Section II — Who Is An Insured and no "employee" authorized by you to give or receive.no- tice of an "occurrence" or claim, knew that the "bodily injury" or "property dam- age" had occurred, in whole or in part. If such a listed insured or authorized "em- ployee" knew, prior to the policy period, that the "bodily injury" or "property dam- age" occurred, then any continuation, change or resumption of such "bodily in- jury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. c. "Bodily injury" or "property damage" which occurs during the policy period and was not, prior to the policy period, known to have oc- curred by any insured listed under Paragraph 1. of Section II — Who Is An Insured or any "employee" authorized by you to give or re- ceive notice of an "occurrence" or claim, in- cludes any continuation, change or resump- tion of that "bodily injury" or "property damage" after the end of the policy period. d. "Bodily injury" or "property damage" will be deemed to have been known to have oc- curred at the earliest time when any insured listed under Paragraph 1. of Section II — Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occur- rence" or claim: (1) Reports all, or any part, of the "bodily in- jury" or "property damage" to us or any other insurer; (2) Receives. a written or verbal demand or claim for damages because of the "bodily injury' or "property damage "; or (3) Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur. CG 00 0110 01 © ISO Properties Inc., 2000 Page 1 of 16 COMMERCIAL GENERAL LIABILITY e. Damages because of "bodily injury" include damages claimed by any person or organiza- tion for care, loss of services or death result- ing at any time from the "bodily injury". 2. Exclusions This insurance does not apply to: a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the in- sured. This exclusion does not apply to "bod- ily injury" resulting from the use of reasonable force to protect persons or property. b. Contractual Liability "Bodily injury" or "property damage" for which the insured is obligated to pay damages by reason of the assumption of liability in a con- tract or agreement. This exclusion does not apply to liability for damages: (1) That the insured would have in the ab- sence of the contract or agreement; or (2) Assumed in a contract or agreement that is an "insured contract ", provided the "bodily injury" or "property damage" oc- curs subsequent to the execution of the contract or agreement. Solely for the pur- poses of liability assumed in an "insured contract", reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bod- ily injury" or "property damage ", provided: (a) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract "; and (b) Such attorney fees and litigation ex- penses are for defense of that parry against a civil or alternative dispute resolution proceeding in which dam- ages to which this insurance applies are alleged. c. Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or (3) Any statute, ordinance or regulation relat- ing to the sale, gift, distribution or use of. alcoholic beverages. This exclusion applies only if you are in the business of manufacturing, distributing, sell- ing, serving or furnishing alcoholic beverages. d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unem- ployment compensation law or any similar law. e. Employer's Liability "Bodily injury" to: (1) An "employee" of the insured arising out of and in the course of: (a) Employment by the insured; or (b) Performing duties related to the con- duct of the insured's business; or (2) The spouse, child, parent, brother or sis- ter of that "employee" as a consequence of Paragraph (1) above. This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability as- sumed by the insured under an "insured con- tract". f. Pollution (1) "Bodily injury" or "property damage" aris- ing out of the actual, alleged or threat- ened discharge, dispersal, seepage, mi- gration, release or escape of "pollutants ": (a) At or from any premises, site or loca- tion which is or was at any time owned or occupied by, or rented or loaned to, any insured. However, this subparagraph does not apply to: (1) "Bodily injury" if sustained within a building and caused by smoke, fumes, vapor or soot from equip- ment used to heat that building; (it) "Bodily injury" or "property dam- age" for which you may be held liable, if you are a contractor and the owner or lessee of such Page 2 of 16 © ISO Properties Inc., 2000 CG 00 01 10 01 AZlLI&121 as] MII Eel210Iq[7•0Or l:II1lOd premises, site or location has "bodily injury" or "property dam - been added to your policy as an age" arises out of the intentional additional insured with respect to discharge, dispersal or release of your ongoing operations per- the fuels, lubricants or other op- formed for that additional Insured erating fluids, or if such fuels, lu- at that premises, site or location bricants or other operating fluids and such premises, site or Iota- are brought on or to the prem- tion is not and never was owned ises. site or location with the !n- or occupied by, or rented or tent that they be discharged, dis- loaned to, any insured, other than persed or released as part of the that additional insured; or operations being performed by (iii) "Bodily injury" or "property dam- such insured, contractor or sub - age" arising out of heat,. smoke or contractor; fumes from a "hostile fire "; (ii) "Bodily injury" or "property dam - (b) At or from any premises, site or Iota- age" sustained within a building tion which is or was at any time used and caused by the release of by or for any insured or others for the gases, fumes or vapors from ma- handling, storage, disposal, process- terials brought into that building in ing or treatment of waste; connection with operations being perforated by you or on your be- (c) Which are or were at any time trans- half by a contractor or subcon- ported, handled, stored, treated, dis- tractor;.or posed of, or processed as waste by orfor: (iii) "Bodily injury" or "property dam- age" arising out of heat, smoke or (i) Any insured; or fumes from a "hostile fire ". (II) Any person or organization for (e) At or from any premises, site or loca- whom you may be legally re- tion on which any insured or any con - sponsible; or tractors or subcontractors working di- d) At or from any premises, site or loca- rectly or indirectly on any insured's tion on which any insured or any con- behalf are performing operations if tractors or subcontractors working di- the operations are to test for, monitor, rectly or indirectly on any insured's clean up, remove, contain, treat, de- behalf are performing operations if toxify or neutralize, or in any way re- the "pollutants" are brought on or to spond to, or assess the effects of, the premises, site or location in con- "pollutants ". nection with such operations by such (2) Any loss, cost or expense arising out of insured, contractor or subcontractor. any: However, this subparagraph does not apply to: (a) Request, demand, order or statutory or regulatory requirement that any in- (i) "Bodily injury" or "property dam- sured or others test for, monitor, age" arising out of the escape of clean up, remove, contain, treat, de- fuels, lubricants or other operat- toxify or neutralize, or in any way re- ing fluids which are needed to spond to, or assess the effects of, perform the normal electrical, hy- "pollutants "; or draulic or mechanical functions necessary for the operation of (b) Claim or "suit" by or on behalf of a "mobile equipment" or its parts, if governmental authority for damages such fuels, lubricants or other because of testing for, monitoring, operating fluids escape from a cleaning up, removing, containing, vehicle part designed to hold, treating, detoxifying or neutralizing, or ,store or receive them_ This ex- in any way responding to, or assess - ception does not apply if the ing the effects of, "pollutants ". CG 00 01 10 01 0 ISO Properties Inc., 2000 Page 3 of 16 COMMERCIAL GENERAL LIABILITY However, this paragraph does not apply to liability for damages because of "prop- erty damage" that the insured would have in the absence of such request, demand, order or statutory or regulatory require- ment, or such claim or "suit' by or on be- half of a governmental authority. g. Aircraft, Auto Or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or en- trustment to others of any aircraft, "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". 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 "occurrence" which caused the "bodily injury" or "property dam- age" involved the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1) A watercraft while ashore on premises you own or rent; (2) A watercraft you do not own that is: (a) Less than 26 feet long; and (b) Not being used to carry persons or property for a charge; (3) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; (4) Liability assumed under any "insured con- tract" for the ownership, maintenance or use of aircraft or watercraft; or (5) "Bodily injury" or "property damage" aris- ing out of the operation of any of the equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equip- ment". h. Mobile Equipment "Bodily injury" or "property damage" arising out of. (1) The transportation of "mobile equipment" by an "auto" owned or operated by or rented or loaned to any insured; or (2) The use of "mobile equipment" in, or while in practice for, or while being pre- pared for, any prearranged racing, speed, demolition, or stunting activity. I. War "Bodily injury" or 'property damage" due to war, whether or not declared, or any act or condition incident to war. War includes civil war, insurrection, rebellion or revolution. This exclusion applies only to liability assumed under a contract or agreement. j. Damage To Property "Property damage" to: (1) Property you own, rent, or occupy, includ- ing any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhance- ment, restoration or maintenance of such property for any reason, including preven- tion of injury to a person or damage to another's property; (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; (5) That particular part of real property on which you or any contractors or subcon- tractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly per- formed on it. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises, Including the contents of such premises; rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III — Limits Of Insurance. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Page 4 of 16 0 ISO Properties Inc., 2000 CG 00 01 10 01 Paragraphs (3), (4), (5) and (6) of this exclu- sion do not apply to liability assumed under a sidetrack agreement. Paragraph (6) of this exclusion does not apply to "property damage" included in the "prod- ucts- completed operations hazard ". k. Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. I. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products- completed operations hazard ". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. m. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of: (1) A defect, deficiency, inadequacy or dan- gerous condition in "your product" or "your work "; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your prod- uct" or "your work" after it has been put to its intended use. n. Recall Of Products, Work Or Impaired Property Damages claimed for any loss, cost or ex- pense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, re- placement, adjustment, removal or disposal of., (1) "Your product"; (2) "Your work "; or (3) "Impaired property "; If such product, work, or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, in- adequacy or dangerous condition in it. COMMERCIAL GENERAL LIABILITY o. Personal And Advertising Injury "Bodily injury" arising out of "personal and advertising injury". Exclusions c. through n. do not apply to damage by fire to premises while rented to you or tempo- rarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section III — Limits Of Insurance. COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured be- comes legally obligated to pay as damages because of "personal and advertising, injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the Insured against any "suit" seeking damages for "personal and advertising injury" to which this insurance does not apply. We may, at our discretion, investigate any offense and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section III — Limits Of Insurance; and (2) Our right and duty to defend end when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments — Coverages A and B. b. This insurance applies to "personal and ad- vertising injury" caused by an offense arising out of your business but only if the offense was committed in the "coverage territory" dur- ing the policy period. 2. Exclusions This insurance does not apply to: a. Knowing Violation Of Rights Of Another "Personal and advertising injury" caused by or at the direction of the insured with the knowledge that the act would violate the rights of another and would inflict "personal and advertising injury". CG 00 0110 01 0 ISO Properties Inc., 2000 Page 5 of 16 COMMERCIAL GENERAL LIABILITY b. Material Published With Knowledge Of Falsity "Personal and advertising injury" arising out of oral or written publication of material, if done by or at the direction of the insured with knowledge of its falsity. c. Material Published Prior To Policy Period "Personal and advertising injury" arising out of oral or written publication of material whose first publication took place before the begin- ning of the policy period. d. Criminal Acts "Personal and advertising injury" arising out of a criminal act committed by or at the direr, tion of the insured. e. Contractual Liability "Personal and advertising injury" for which the insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement. f. Breach Of Contract "Personal and advertising injury" arising out of a breach of contract, except an implied contract to use another's advertising idea in your "advertisement ". g. Quality Or Performance Of Goods — Fail- ure To Conform To Statements "Personal and advertising injury" arising out of the failure of goods, products or services to conform with any statement of quality or per- formance made in your "advertisement ". h. Wrong Description Of Prices "Personal and advertising injury" arising out of the wrong description of the price of goods, products or services stated in your "adver- tisement". I. Infringement Of Copyright, Patent, Trade- mark Or Trade Secret "Personal and advertising injury" arising out of the infringemeni of copyright, patent, trademark, trade secret or other intellectual property rights. However, this exclusion does not apply to in- fringement, in your "advertisement ", of copy- right, trade dress or slogan. j. Insureds In Media And Internet Type Busi- nesses "Personal and advertising injury" committed by an insured whose business is: (1) Advertising, broadcasting, publishing or telecasting; (2) Designing or determining content of web - sites for others; or (3) An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs 14.a., b. and c. of "personal and advertising injury" under the Definitions Sec- tion. For the purposes of this exclusion, the placing of frames, borders or links, or advertising, for you or others anywhere.on the Internet, is not by itself, considered the business of advertis- ing, broadcasting, publishing or telecasting. k. Electronic Chatrooms Or Bulletin Boards "Personal and advertising injury" arising out of an electronic chatroom or bulletin board the insured hosts, owns, or over which the in- sured exercises control. I. Unauthorized Use Of Another's Name Or Product "Personal and advertising injury" arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatag, or any other similar tactics to mis- lead another's potential customers. m. Pollution "Personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or es- cape of "pollutants" at any time. n. ,Pollution- Related Any loss, cost or expense arising out of any (1) Request, demand or order that any in- sured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutral- ize, or in any way respond to, or assess the effects of, "pollutants "; or (2) Claim or suit by or on behalf of a govern- mental authority for damages because of testing for, monitoring, cleaning up, re- moving, containing, treating, detoxifying or neutralizing, or in any way responding Page 6 of 16 ® ISO Properties Inc., 2000 CG 00 01 10 01 to, or assessing the effects of, "pollut- ants ". COVERAGE C MEDICAL PAYMENTS 1. Insuring Agreement a. We will pay medical expenses as described below for "bodily injury" caused by an acci- dent: (1) On premises you own or rent; (2) On ways next to premises you own or rent; or (3) Because of your operations; provided that: (1) The accident takes place in the "coverage territory" and during the policy period; (2) The expenses are incurred and reported to us within one year of the date of the accident; and (3) The injured person submits to examina- tion, at our expense, by physicians of our choice as often as we reasonably require. b. We will make these payments regardless of fault. These payments will not exceed the ap- plicable limit of insurance. We will pay rea- sonable expenses for: (1) First aid administered at the time of an accident; (2) Necessary medical, surgical, x -ray and dental services, including prosthetic de- vices; and (3) Necessary ambulance, hospital, profes- sional nursing and funeral services. 2. Exclusions We will not pay expenses for "bodily injury": a. Any Insured To any insured, except "volunteer work- ers". b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c. Injury On Normally Occupied Premises To a person injured on that part of prem- ises you own or rent that the person nor- mally occupies. COMMERCIAL GENERAL LIABILITY d. Workers Compensation And Similar Laws To a person, whether or not an "em- ployee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. Athletics Activities To a person injured while taking part in athletics. f. Products - Completed Operations Haz- ard Included within the "products- completed operations hazard ". g. Coverage A Exclusions Excluded under Coverage A. h. War Due to war, whether or not declared, or any act or condition incident to war. War Includes civil war, insurrection, rebellion or revolution. SUPPLEMENTARY PAYMENTS — COVERAGES A AND B 1. We will pay, with respect to any claim we investi- gate or settle, or any "suit" against an insured we defend: a. All expenses we incur b. Up to $250 for cost of bail bonds required be- cause 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. c. The cost of bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. d. All reasonable expenses incurred by the in- sured at our request to assist us in the inves- tgation or defense of the claim or "suit ", in- cluding actual loss of earnings up to $250 a day because of time off from work. e. All costs taxed against the insured in the "suit ". f. Prejudgment interest awarded against the in- sured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment CG 00 01 10 01 0 ISO Properties Inc., 2000 Page 7 of 16 COMMERCIAL GENERAL LIABILITY interest based on that period of time after the offer. g. All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or de- posited in court the part of the judgment that is within the applicable limit of insurance. These payments will not reduce the limits of in- surance. 2. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit ", we will defend that indemnitee if all of the following conditions are met: a. The "suit" against the indemnitee seeks dam- ages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract "; b. This insurance applies to such liability as- sumed by the insured; c. The obligation to defend, or the cost of the defense of, that indemnitee, has also been assumed by the insured in the same "insured contract "; d. The allegations in the "suit" and the informa- tion we know about the "occurrence" are such that no conflict appears to exist between the interests of the insured and the interests of the indemnitee; e. The indemnitee and the Insured ask us to conduct and control the defense of that in- demnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and f. The indemnitee: (1) Agrees in writing to: (a) Cooperate with us in the investiga- tion, settlement or defense of the "suit'; (b) Immediately send us copies of any demands, notices, summonses or le- gal papers received in connection with the "suit "; (c) Notify any other insurer whose cov- erage is available to the indemnitee; and (d) Cooperate with us with respect to co- ordinating other applicable insurance available to the indemnitee; and (2) Provides us with written authorization to: (a) Obtain records and other information related to the "suit "; and (b) Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met, attor- neys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses in- curred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwthstand- ing the provisions of Paragraph 2.b.(2) of Section I — Coverage A — Bodily Injury And Property Damage Liability, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the limits of insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary liti- gation expenses as Supplementary Payments ends when: a. We have used up the applicable limit of in- surance in the payment of judgments or set- tlements; or b. The conditions set forth above, or the terms of the agreement described in Paragraph f. above, are no longer met. SECTION II — WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insur- eds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an in- sured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company; you are an in- sured. Your members are also insureds, but only with respect to the conduct of your busi- ness. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and di- rectors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. Page 8 of 16 0 ISO Properties Inc., 2000 co 00 01 10 01 2. Each of the following is also an insured: a. Your 'volunteer workers" only while perform- ing duties related to the conduct of your busi- ness, or your "employees ", other than either your "executive officers" (if you are an organi- zation other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their em- ployment. by you or while performing duties related to the conduct of your business. How- ever, none of these "employees" or "volunteer workers' are insureds for: (1) "Bodily injury" or "personal and advertis- ing injury": (a) To you, to your partners or members (if you are a partnership or joint ven- ture), to your members (if you are a limited liability company), to a co- "employee" while in the course of his or her employment or performing du- ties related to the conduct of your business, or to your other 'volunteer workers" while performing duties re- lated 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; COMMERCIAL GENERAL LIABILITY b. Any person (other than your "employee" or 'volunteer worker"), or any organization while acting as your real estate manager. c. Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Your legal representative if you die, but only with respect to duties as such. That represen- tative will have all your rights and duties un- der this Coverage Part. 3. With respect to °mobile equipment" registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your per- mission. Any other person or organization re- sponsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with re- spect to: a. "Bodily injury" to a cc- "employee" of the per - son_ driving the equipment; or (c) For which there Is any obligation to share damages with or repay some- one else who must pay damages be- cause of the injury described in Para- graphs (1)(a) or (b) above; or 4. (d) Arising out of his or her providing or failing to provide professional health care services. (2) "Property damage" to property: (a) Owned, occupied or used by, (b) Rented to, in the care, custody or control of, or over which physical con- trol is being exercised for any pur- pose by you, any of your "employees ", 'volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability com- pany). b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an in- sured under this provision. Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain ownership or majority interest, will qualify as a Named In- sured if there is no other similar insurance avail- able to that organization. However: a. Coverage under this provision is afforded only until the 90th day after you acquire. or form the organization or the end of the policy pe- riod, whichever is earlier; 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. CG 00 01 10 01 0 ISO Properties Inc., 2000 Page 9 of 16 COMMERCIAL GENERAL LIABILITY 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. SECTION III — LIMITS OF INSURANCE 1. The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay re- gardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits ". 2. The General Aggregate Limit is the most we will pay for the sum of: a. Medical expenses under Coverage C; b. Damages under Coverage A, except dam- ages because of "bodily injury" or "property damage" included in the "products- completed operations hazard'; and c. Damages under Coverage B. 3. The Products - Completed Operations Aggregate Limit is the most we will pay under Coverage A for damages because of "bodily injury" and "prop- erty damage" included in the "products- completed operations hazard ". 4. Subject to 2. above, the Personal and Advertising Injury Limit is the most we will pay under Cover- age B for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization. 5. Subject to 2. or 3. above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of: a. Damages under Coverage A; and b. Medical expenses under Coverage C. because of all "bodily injury" and "property dam- age" arising out of any one "occurrence ". 6. Subject to 5. above, the Damage To Premises Rented To You Limit is the most we will pay un- der Coverage A for damages because of "prop- erty damage" to any one premises, while rented to you, or in the case of damage by fire, while rented to you or temporarily occupied by you with permission of the owner. 7. Subject to 5. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sus- tained by any one person. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obliga- tions under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. You must see to it that we are notified as soon as.practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: '(1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. If a claim is made or "suit" is brought against any insured, you must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You must see to it that we receive written no- tice of the claim or "suit" as soon as practica- ble. c. You and any other involved insured must: (1) Immediately send us copies of any de- mands, notices, summonses or legal pa- pers received in connection with the claim or "suit'; (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the en- forcement of any right against any person Page 10 of 16 0 ISO Properties Inc., 2000 CG 00 0110 01 or organization which may be liable to the insured because of injury or damage to which this insurance may also apply. d. No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. 3. Legal Action Against Us No person or organization has a right under this Coverage Part: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an in- sured; or b. To sue us on this Coverage Part unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this Coverage Part or that are in excess of the applicable limit of insurance. An agreed settle- ment means a settlement and release of liability signed by us, the insured and the.claimant or the claimant's legal representative. 4. Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under Cover- ages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when. b. be- low applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in c. below. b. Excess Insurance This insurance is excess over: (1) Any of the other insurance, whether pd- mary, excess, contingent or on any other basis: (a) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work "; (b) That is Fire insurance for premises rented to you or temporarily occupied by you with permission of the owner; COMMERCIAL GENERAL LIABILITY (c) That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; or (d) If the loss arises out of the mainte- nance or use of aircraft. "autos" or watercraft to the extent not subject to Exclusion g. of Section I — Coverage A — Bodily Injury And Property Dam- age Liability. (2) Any other primary insurance available to you covering liability for damages arising out of the premises or operations for which you have been added as an addi- tional insured by attachment of an en- dorsement. When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other in- surer has a duty to defend the insured against that "suit ". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other in- surers. When this insurance is excess over other in- surance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other in- surance would pay for the loss in the ab- sence of this insurance; and (2) The total of all deductible and self- insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all of the other insurance permits contribu- tion by equal shares, we will follow this method also. Under this approach each in- surer contributes equal amounts until it has paid Its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other Insurance does not permit contribution by equal shares, we will contrib- CG 00 01 10 01 0 ISO Properties Inc., 2000 Page 11 of 16 COMMERCIAL GENERAL LIABILITY ute by limits. Under this method, each in- surer's share is based on the ratio of its appli- cable limit of insurance to the total applicable limits of insurance of all insurers. 5. Premium Audit a. We will compute all premiums for this Cover- age Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as ad- vance premium is a deposit premium only. At the close of each audit period we will com- pute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premi- ums is the date shown as the due date on the bill. If the sum of the advance and audit pre- miums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expi- ration date. If notice is mailed, proof of mailing will be suffi- cient proof of notice. SECTION V — DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific mar- ket segments about your goods, products or ser- vices for the purpose of attracting customers or supporters. For the purposes of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and c. The first Named Insured must keep records of the information we need for premium compu- tation, and send us copies at such times as we may request. 2. 6. Representations By accepting this policy, you agree: a. The statements in the Declarations are accu- rate and complete; b. Those statements are based upon represen- tations you made to us; and c. We have issued this policy in reliance upon your representations. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" is brought. 8. Transfer Of Rights Of Recovery Against Oth- ers To Us If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The in- sured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. b. Regarding web - sites, only that part of a web - site that is about your goods, products or ser- vices for the purposes of attracting customers or supporters is considered an advertisement. "Auto" means a land motor vehicle, trailer or semitrailer designed for travel on public roads, in- cluding any attached machinery or equipment. But "auto" does not include "mobile equipment ". 3. °Bodily injury" means. bodily injury, sickness or disease sustained by a person, including death resulting from any of these at anytime. 4. "Coverage territory" means: a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; or c. All other parts of the world if the injury or damage arises out of: (1) Goods or products made or sold by you in the territory described in a. above; (2) The activities of a person whose home is in the territory described in a. above, but is away for a short time on your business; or (3) "Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communica- tion Page 12 of 16 0 ISO Properties Inc., 2000 CG 00 01 10 01 provided the insured's responsibility to pay dam- ages is determined in a "suit" on the merits, in the territory described in a. above or in a settlement we agree to. 5. "Employee" includes a "leased worker". "Em- ployee" does not include a 'temporary worked. COMMERCIAL GENERAL LIABILITY damage" to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any con- tract or agreement. Paragraph f. does not include that part of any contract or agreement: 6. "Executive officer" means a person holding any of (1) That indemnifies a railroad for "bodily in- the officer positions created by your charter, con- jury" or "property damage" arising out of stitution, by -laws or any other similar governing construction or demolition operations, document. within 50 feet of any railroad property and 7. "Hostile fire" means one which becomes uncon- affecting any railroad bridge or trestle, trollable or breaks out from where it was intended tracks, road -beds, tunnel, underpass or to be. crossing; S. "Impaired property" means tangible property, other than "your product" or "your work ", that cannot be used or is less useful because: a. It incorporates "your product" or "your work" that is known or thought to be defective, defi- cient, inadequate or dangerous; or b. You have failed to fulfill the terms of a con- tract or agreement; if such property can be restored to use by: a. The repair, replacement, adjustment or re- moval of "your product" or "your work'; or b. Your fulfilling the terms of the contract or agreement. 9. "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or or- ganization for damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; b. A sidetrack agreement; c. Any easement or license agreement, except in connection with construction or demolition operations on or within 50 feet of a railroad; d. An obligation, as required by ordinance, to In- demnify a municipality, except in connection with work for a municipality; (2) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions; reports, surveys, field orders, change orders or draw- ings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the pri- mary cause, of the injury or damage; or (3) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the in- sured's rendering or failure to render pro- fessional services, including those listed in (2) above and supervisory, inspection, architectural or engineering activities. 10. "Leased worker"' means a person leased to you by a labor leasing firm under an agreement be- tween you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a `'temporary worker". 11. "Loading or unloading" means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an air- craft, watercraft or "auto "; e. An elevator maintenance agreement; b. While it is in or on an aircraft, watercraft or f. That part of any other contract or agreement "auto "; or pertaining to your business (including an in- c. While it is being moved from an aircraft, wa- demnificaton of a municipality in connection tercraft or "auto" to the place where it is finally with work performed for a municipality) under delivered; which you assume the tort liability of another party to pay for "bodily injury" or "property but "loading or unloading" does not include the movement of property by means of a mechanical CG 00,0110 01 0 ISO Properties Inc., 2000 Page 13 of 16 COMMERCIAL GENERAL LIABILITY device, other than a hand truck, that is not at- tached to the aircraft, watercraft or "auto ". 12. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farts machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether self - propelled or not, main- tained primarily to provide mobility to perma- nently mounted: (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equip- ment such as graders, scrapers or rollers; e. Vehicles not described in a., b., c. or d. above that are not self - propelled and are maintained primarily to provide mobility to permanently attached equipment of the fol- lowing types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in a., b., c, or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self - propelled vehicles with the fol- lowing types of permanently attached equip- ment are not "mobile equipment" but will be considered "autos ": (1) Equipment designed primarily for: (a) Snow removal; (b) Road maintenance, but not construc- .tion or resurfacing; or (c) Streetcleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. 13. "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 14. "Personal and advertising injury' means injury, including consequential "bodily injury", arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occu- pancy of a room, dwelling or premises that a person occupies, committed by or on behalf of its owner, landlord or lessor; d. Oral or written publication, in any manner, of material that slanders or libels a person or or- ganization or disparages a person's or or- ganization's goods, products or services; e. Oral or written publication, in any manner, of material that violates a person's right of pri- vacy; f. The use of another's advertising idea in your "advertisement "; or g. Infringing upon another's copyright, trade dress or slogan in your "advertisement ". 15. "Pollutants" mean any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 16. "Products- completed operations hazard ": a. Includes all "bodily injury" and "property dam- age" occurring away from premises you own or rent and arising out of "your product' or "your work" except: (1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site. has been completed if your contract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its intended Page 14 of 16 0 ISO Properties Inc., 2000 CG 00 01 10 01 use by any person or organization other than another contractor or sub- contractor working on the same pro - jecL Work that may need service, mainte- nance, correction, repair or replacement, but which is otherwise complete, will be 19. treated as completed. b. Does not include "bodily injury" or "property damage" arising out of COMMERCIAL GENERAL LIABILITY must submit or does submit with our consent; or b. Any other alternative dispute resolution pro- ceeding in which such damages are claimed and to which the insured submits with our consent. "Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short- term workload conditions. (1) The transportation of property, unless the 20. "Volunteer worker" means a person who is riot injury or damage arises out of a condition your "employee ", and who donates his or her in or on a vehicle not owned or operated work and acts at the direction of and within the by you, and that condition was created by scope of duties determined by you, and is not the "loading or unloading" of that vehicle paid a fee, salary or other compensation by you by any insured; or anyone else for their work performed for you. (2) The existence of tools, uninstalled equipment or abandoned or unused ma- terials; or (3) Products or operations for which the clas- sificatlon, listed in the Declarations or in a policy schedule, states that products - completed operations are subject to the General Aggregate Limit. 17. "Property damage" means: a. Physical Injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of the "occur- rence" that caused it. For the purposes of this insurance, electronic data is not tangible property. As used in this definition, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and appli- cations software, hard or floppy disks, CD -ROMS, tapes, drives, cells, data processing devices or any other media which are used with electroni- cally controlled equipment. 18. "Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this in- surance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such dam- ages are claimed and to which the insured 21. "Your product": a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a) You; (b) Others trading under your name; or (c) A person or organization whose busi- ness or assets you have acquired; and (2) Containers .(other than vehicles), mated - als, parts or equipment furnished in con- nection with such goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, qual- ity, durability, performance or use of "your product "; and (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. 22. "Your work': a. Means: (1) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment fumished in connection with such work or operations. CG 00 0110 01 0 ISO Properties Inc., 2000 Page 15 of 16 COMMERCIAL GENERAL LIABILITY b. Includes: (1) Warranties or representations made at any time with respect to the fitness, qual- ity, durability, performance or use of "your work ", and (2) The providing of or failure to provide warnings or instructions. Page 16 of 16 0 ISO Properties Inc., 2000 CG 00 01 10 01 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. OTHER INSURANCE - ADDITIONAL INSUREDS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV), Paragraph 4. (Other Insurance), is amended as follows: 1. The following is added to Paragraph a. Primary Insurance: However, if you specifically agree in a written con- tract or written agreement that the insurance pro- vided to an additional insured under this Coverage Part must apply on a primary basis, or a primary and non - contributory basis, this insur- ance is primary to other insurance that is avail- able to such additional insured which covers such additional insured as a named insured, and we will not share with that other insurance, provided that: a. The 'bodily injury" or "property damage" for which coverage is sought occurs; and b. The "personal injury" or "advertising injury" for which coverage is sought arises out of an of- fense committed subsequent to the signing and execution of that contract or agreement by you. 2. The first Subparagraph (2) of Paragraph b. Ex- cess Insurance regarding any other primary in- surance available to you is deleted. 3. The following is added to Paragraph b. Excess Insurance, as an additional subparagraph under Subparagraph (1): That is available to the insured when the insured is added as an additional insured under any other policy, including any umbrella or excess policy. CG DO 37 04 05 Copyright 2005 The St. Paul Travelers Companies, Inc. All rights reserved. Page 1 of 1