Redondo Beach City Council
March 14, 2023

1 AGREEMENT FOR PROJECT SERVICES

BETWEEN THE CITY OF REDONDO BEACH

AND TOTAL ACCESS ELEVATOR CORPORATION
THIS AGREEMENT FOR PROJECT SERVICES (this "Agreement”) is made between the City of Redondo Beach, a chartered municipal corporation ("City") and Total Access Elevator Corporation, a California corporation (“Contractor" or “Consultant”).

The parties hereby agree as follows:

A. Description of Project or Scope of Services. The project description or scope of services to be provided by Contractor, and any corresponding responsibilities of City or services required to be performed by City are set forth in Exhibit "A”.

B. Term and Time of Completion. Contractor shall commence and complete the project or services described in Exhibit "A" in accordance with the schedule set forth in Exhibit "B".

C. Compensation. City agrees to pay Contractor for work performed in accordance with Exhibit "C”.
* * * * *

GENERAL PROVISIONS

1. Independent Contractor. Contractor acknowledges, represents and warrants that Contractor is not a regular or temporary employee, officer, agent, joint venturer or partner of the City, but rather an independent contractor. This Agreement shall not be construed as a contract of employment. Contractor shall have no rights to any benefits which accrue to City employees unless otherwise expressly provided in this Agreement. Due to the independent contractor relationship created by this Agreement, the City shall not withhold state or federal income taxes, the reporting of which shall be Contractor's sole responsibility.

2. Brokers. Contractor acknowledges, represents and warrants that Contractor has not hired, retained or agreed to pay any entity or person any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Agreement.

3. City Property. All plans, drawings, reports, calculations, data, specifications, videos, graphics or other materials prepared for or obtained pursuant to this Agreement shall upon request be delivered to the City within a reasonable time, and the rights thereto shall be deemed assigned to the City. If applicable, Contractor shall prepare check prints upon request. Said plans, drawings, reports, calculations, data, specifications, videos, graphics or other materials shall be specific for the project herein and shall not be used by the City for any other project without Contractor's consent.

Notwithstanding the foregoing, Contractor shall not be obligated to assign any proprietary software or data developed by or at the direction of Contractor for Contractor's own use; provided, however, that Contractor shall, pursuant to 2 Paragraph 14 below, indemnify, defend and hold the City harmless from and against any discovery or Public Records Act request seeking the disclosure of any such proprietary software or data.

4. Inspection. If the services set forth in Exhibit "A" shall be performed on City or other public property, the City shall have the right to inspect such work without notice. If such services shall not be performed on City or other public property, the City shall have the right to inspect such work upon reasonable notice. Inspections by the City shall not relieve or minimize the responsibility of Contractor to conduct any inspections Contractor has agreed to perform pursuant to the terms of this Agreement. Contractor shall be solely liable for said inspections performed by Contractor. Contractor shall certify in writing to the City as to the completeness and accuracy of each inspection required to be conducted by Contractor hereunder.

5. Services. The project or services set forth in Exhibit "A" shall be performed to the full satisfaction and approval of the City. In the event that the project or services set forth in Exhibit "A" are itemized by price in Exhibit "C”, the City in its sole discretion may, upon notice to Contractor, delete certain items or services set forth in Exhibit "A", in which case there shall be a corresponding reduction in the amount of compensation paid to Contractor. City shall furnish Contractor, to the extent available, with any City standards, details, specifications and regulations applicable to the Project and necessary for the performance of Contractor's services hereunder.

Notwithstanding the foregoing, any and all additional data necessary for design shall be the responsibility of Contractor.

6. Records. Contractor, including any of its subcontractors, shall maintain full and complete documents and records, including accounting records, employee time sheets, work papers, and correspondence pertaining to the project or services set forth in Exhibit "A". Contractor, including any of its subcontractors, shall make such documents and records available for City review or audit upon request and reasonable notice, and shall keep such documents and records, for at least four (4) years after Contractor's completion of performance of this Agreement. Copies of all pertinent reports and correspondence shall be furnished to the City for its files.

7. Changes and Extra Work. All changes and/or extra work under this Agreement shall be performed and paid for in accordance with the following:

Only the City Council, City Manager, or the Department Head responsible for the administration of, or supervision of the scope of work under, this Agreement may authorize extra and/or changed work. Contractor expressly recognizes that other City personnel are without authorization to either order extra and/or changed work or waive contract requirements. Failure of Contractor to secure the written authorization for such extra and/or changed work shall constitute a waiver of any and all right to adjustment in contract price due to such unauthorized work and Contractor thereafter shall be entitled to no compensation whatsoever for performance of such work.

If Contractor is of the opinion that any work which Contractor has been directed to perform is beyond the scope of this Agreement and constitutes extra work, 3 Contractor shall promptly notify the City of the fact. The City shall make a determination as to whether or not such work is, in fact, beyond the scope of this Agreement and constitutes extra work. In the event that the City determines that such work does constitute extra work, City shall provide extra compensation to Contractor on a fair and equitable basis. A written amendment providing for such compensation for extra work shall be executed by Contractor and the City.

8. Additional Assistance. If this Agreement requires Contractor to prepare plans and specifications, Contractor shall provide assistance as necessary to resolve any questions regarding such plans and specifications that may arise during the period of advertising for bids, and Contractor shall issue any necessary addenda to the plans and specifications as requested. In the event Contractor is of the opinion that City's requests for addenda and assistance is outside the scope of normal services, the parties shall proceed in accordance with the changes and extra work provisions of this Agreement.

9. Professional Ability. Contractor acknowledges, represents and warrants that Contractor is skilled and able to competently provide the services hereunder, and possesses all professional licenses, certifications, and approvals necessary to engage in its occupation. City has relied upon the professional ability and training of Contractor as a material inducement to enter into this Agreement. Contractor shall perform in accordance with generally accepted professional practices and standards of Contractor's profession.

10. Business License. Contractor shall obtain a Redondo Beach Business License before performing any services required under this Agreement. The failure to so obtain such license shall be a material breach of this Agreement and grounds for immediate termination by City; provided, however, that City may waive the business license requirement in writing under unusual circumstances without necessitating any modification of this Agreement to reflect such waiver.

11. Termination Without Default. Notwithstanding any provision herein to the contrary, the City may, in its sole and absolute discretion and without cause, terminate this Agreement at any time prior to completion by Contractor of the project or services hereunder, immediately upon written notice to Contractor. In the event of any such termination, Contractor shall be compensated for: (1) all authorized work satisfactorily performed prior to the effective date of termination; and (2) necessary materials or services of others ordered by Contractor for this Agreement prior to Contractor’s receipt of notice of termination, irrespective of whether such materials or services of others have actually been delivered, and further provided that Contractor is not able to cancel such orders. Compensation for Contractor in such event shall be determined by the City in accordance with the percentage of the project or services completed by Contractor; and all of Contractor's finished or unfinished work product through the time of the City's last payment shall be transferred and assigned to the City. In conjunction with any termination of this Agreement, the City may, at its own expense, make copies or extract information from any notes, sketches, computations, drawings, and specifications or other data, whether complete or not.
4 12. Termination in the Event of Default. Should Contractor fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Agreement, the City may immediately terminate this Agreement by giving written notice of such termination, stating the reasons for such termination. Contractor shall be compensated as provided immediately above, provided, however, there shall be deducted from such amount the amount of damages, if any, sustained by the City by virtue of Contractor's breach of this Agreement.

13. Conflict of Interest. Contractor acknowledges, represents and warrants that Contractor shall avoid all conflicts of interest (as defined under any federal, state or local statute, rule or regulation, or at common law) with respect to this Agreement.

Contractor further acknowledges, represents and warrants that Contractor has no business relationship or arrangement of any kind with any City official or employee with respect to this Agreement. Contractor acknowledges that in the event that Contractor shall be found by any judicial or administrative body to have any conflict of interest (as defined above) with respect to this Agreement, all consideration received under this Agreement shall be forfeited and returned to City forthwith. This provision shall survive the termination of this Agreement for one (1) year.

14. Indemnity. To the maximum extent permitted by law, Contractor hereby agrees, at its sole cost and expense, to defend protect, indemnify, and hold harmless the City, its elected and appointed officials, officers, employees, volunteers, attorneys, and agents (collectively “Indemnitees”) from and against any and all claims, including, without limitation, claims for bodily injury, death or damage to property, demands, charges, obligations, damages, causes of action, proceedings, suits, losses, stop payment notices, judgments, fines, liens, penalties, liabilities, costs and expenses of every kind and nature whatsoever, in any manner arising out of, incident to, related to, in connection with or arising from any act, failure to act, error or omission of Contractor’s performance or work hereunder (including any of its officers, agents, employees, Subcontractors) or its failure to comply with any of its obligations contained in the Agreement, or its failure to comply with any current or prospective law, except for such loss or damage which was caused by the sole negligence or willful misconduct of the City. Notwithstanding the foregoing, nothing in this Section 14 shall be construed to encompass Indemnitees’ active negligence to the limited extent that this Agreement is subject to Civil Code Section 2782(b). Contractor’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Contractor or Indemnitees. This indemnification obligation shall survive this Agreement and shall not be limited by any term of any insurance policy required under this Agreement.
a. Nonwaiver of Rights. Indemnitees do not and shall not waive any rights that they may possess against Contractor because the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement.
b. Waiver of Right of Subrogation. Contractor, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against the Indemnitees.
5 15. Insurance. Contractor shall comply with the requirements set forth in Exhibit "D." Insurance requirements that are waived by the City's Risk Manager do not require amendments or revisions to this Agreement.

16. Non-Liability of Officials and Employees of the City. No official or employee of the City shall be personally liable for any default or liability under this Agreement.

17. Compliance with Laws. Contractor shall comply with all federal, state and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, with respect to this Agreement, including without limitation all environmental laws, employment laws, and non-discrimination laws.
a. Acknowledgement. Contractor acknowledges that eight (8) hours labor constitutes a legal day’s work. Contractor shall comply with and be bound by Labor Code Section 1810. Contractor shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. Contractor shall, as a penalty to the City, forfeit twenty-five dollars ($25) for each worker employed in the performance of this Agreement by the Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one (1) calendar day and forty (40) hours in any one calendar week. Pursuant to Labor Code section 1815, work performed by employees of Contractor in excess of 8 hours per day, and 40 hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than 11/2 times the basic rate of pay. For every subcontractor who will perform work on the project, Contractor shall be responsible for such subcontractor’s compliance with Labor Code Sections 1810, 1813 and 1815, and Contractor shall include in the written contract between it and each subcontractor copies of Labor Code Sections 1810, 1813 and 1815 and a requirement that each subcontractor shall comply with these aforementioned sections. Contractor shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor’s compliance, including without limitation, conducting a periodic review of the certified payroll records of the subcontractor and upon becoming aware of the failure of the subcontractor comply with Labor Code Sections 1810, 1813 and 1815, Contractor shall diligently take corrective action to halt or rectify the failure.
b. Prevailing Wages. City and Contractor acknowledge that this project is a public work to which prevailing wages apply. Contractor shall comply with the Agreement to Comply with California Labor Law Requirements set forth in Exhibit “E”, which is attached hereto and incorporated by reference.

18. Limitations upon Subcontracting and Assignment. Contractor acknowledges that the services which Contractor shall provide under this Agreement are unique, personal services which, except as otherwise provided herein, Contractor shall not assign or sublet to any other party without the prior written approval of City, which approval may be withheld in the City's sole and absolute discretion. In the event that the City, 6 in writing, approves any assignment or subletting of this Agreement or the retention of subcontractors by Contractor, Contractor shall provide to the City upon request copies of each and every subcontract prior to the execution thereof by Contractor and subcontractor. Any attempt by Contractor to assign any or all of its rights under this Agreement without first obtaining the City’s prior written consent shall constitute a material default under this Agreement.

The sale, assignment, transfer or other disposition, on a cumulative basis, of twenty-five percent (25%) or more of the ownership interest in Contractor or twenty-five percent (25%) or more the voting control of Contractor (whether Contractor is a corporation, limited liability company, partnership, joint venture or otherwise) shall constitute an assignment for purposes of this Agreement. Further, the involvement of Contractor or its assets in any transaction or series of transactions (by way of merger, sale, acquisition, financing, transfer, leveraged buyout or otherwise), whether or not a formal assignment or hypothecation of this Agreement or Contractor’s assets occurs, which reduces Contractor’s assets or net worth by twenty-five percent (25%) or more shall also constitute an assignment for purposes of this Agreement.

19. Subcontractors. Contractor shall provide properly skilled professional and technical personnel to perform any approved subcontracting duties. Contractor shall not engage the services of any person or persons now employed by the City without the prior written approval of City, which approval may be withheld in the City's sole and absolute discretion.

20. Integration. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes any previous oral or written agreement; provided, however, that correspondence or documents exchanged between Contractor and City may be used to assist in the interpretation of the exhibits to this Agreement.

21. Amendment. This Agreement may be amended or modified only by a subsequent written amendment executed by both parties.

22. Conflicting Provisions. In the event of a conflict between the terms and conditions of this Agreement and those of any exhibit or attachment hereto, this Agreement proper shall prevail. In the event of a conflict between the terms and conditions of any two or more exhibits or attachments hereto, those prepared by the City shall prevail over those prepared by Contractor.

23. Non-Exclusivity. Notwithstanding any provision herein to the contrary, the services provided by Contractor hereunder shall be non-exclusive, and City reserves the right to employ other contractors in connection with the project.

24. Exhibits. All exhibits hereto are made a part hereof and incorporated herein by reference; provided, however, that any language in Exhibit "A" which does not pertain to the project description, proposal, or scope of services (as applicable) to be provided by Contractor, or any corresponding responsibilities of City, shall be deemed extraneous to, and not a part of, this Agreement. 7 25. Time of Essence. Time is of the essence of this Agreement.

26. Confidentiality. To the extent permissible under law, Contractor shall keep confidential its obligations hereunder and the information acquired during the performance of the project or services hereunder.

27. Third Parties. Nothing herein shall be interpreted as creating any rights or benefits in any third parties. For purposes hereof, transferees or assignees as permitted under this Agreement shall not be considered "third parties."

28. Governing Law and Venue. This Agreement shall be construed in accordance with the laws of the State of California without regard to principles of conflicts of law.

Venue for any litigation or other action arising hereunder shall reside exclusively in the Superior Court of the County of Los Angeles, Southwest Judicial District.

29. Attorneys’ Fees. In the event either party to this Agreement brings any action to enforce or interpret this Agreement, the prevailing party in such action shall be entitled to reasonable attorneys' fees (including expert witness fees) and costs. This provision shall survive the termination of this Agreement.

30. Claims. Any claim by Contractor against City hereunder shall be subject to Government Code §§ 800 et seq. The claims presentation provisions of said Act are hereby modified such that the presentation of all claims hereunder to the City shall be waived if not made within six (6) months after accrual of the cause of action.

31. Interpretation. Contractor acknowledges that it has had ample opportunity to seek legal advice with respect to the negotiation of this Agreement. This Agreement shall be interpreted as if drafted by both parties.

32. Warranty. In the event that any product shall be provided to the City as part of this Agreement, Contractor warrants as follows: Contractor possesses good title to the product and the right to transfer the product to City; the product shall be delivered to the City free from any security interest or other lien; the product meets all specifications contained herein; the product shall be free from material defects in materials and workmanship under normal use for a period of one (1) year from the date of delivery; and the product shall be fit for its intended purpose(s).

Notwithstanding the foregoing, consumable and maintenance items (such as light bulbs and batteries) shall be warranted for a period of thirty (30) days from the date of delivery. All repairs during the warranty period shall be promptly performed by Contractor, at Contractor's expense, including shipping. Contractor shall not be liable under this warranty for an amount greater than the amount set forth in Exhibit "C" hereto.

33. Severance. Any provision of this Agreement that is found invalid or unenforceable shall be deemed severed and all remaining provisions of this Agreement shall remain enforceable to the fullest extent permitted by law. 8 34. Authority. City warrants and represents that upon City Council approval, the Mayor of the City of Redondo Beach is duly authorized to enter into and execute this Agreement on behalf of City. The party signing on behalf of Contractor warrants and represents that he or she is duly authorized to enter into and execute this Agreement on behalf of Contractor, and shall be personally liable to City if he or she is not duly authorized to enter into and execute this Agreement on behalf of Contractor.

35. Waiver. The waiver by the City of any breach of any term or provision of this Agreement shall not be construed as a waiver of any subsequent breach.

SIGNATURES FOLLOW ON NEXT PAGE
9 IN WITNESS WHEREOF, the parties have executed this Agreement in Redondo Beach, California, as of this 14th day of March, 2023.

CITY OF REDONDO BEACH, TOTAL ACCESS ELEVATOR CORPORATION a chartered municipal corporation a California corporation _____________________________ By: _______________________ William C. Brand, Mayor Name: _______________________
Title: _______________________
ATTEST: APPROVED:
_____________________________ _____________________________ Eleanor Manzano, City Clerk Diane Strickfaden, Risk Manager APPROVED AS TO FORM:
_____________________________
Michael W. Webb, City Attorney
Account Manager
Alexis Magana
A-1
EXHIBIT “A”

SCOPE OF SERVICES
CONTRACTOR’S DUTIES
Contractor shall provide all materials, equipment and labor to complete a modernization of the elevator at the Veterans Park Community Center/Library (the “Elevator”), as described in the specifications, attached hereto as Attachment “A-1”. Contractor shall also perform the duties as set forth below.

1. Examine the site to assess existing conditions.

2. Replace all parts, materials and equipment needed to ensure the Elevator modernization is fully compliant with California State Elevator Code.

3. Provide a schedule of all maintenance activities.

4. Deliver and store materials and equipment.

5. Provide temporary barricades and screening during maintenance.

6. Maintain the facility in operational condition during the term of this Agreement.

7. Pre-test all systems.

8. Notwithstanding Section 32 of the Agreement, provide warranty for all materials for one year.

9. Provide as-built drawings.

10. Provide maintenance of the Elevator during the modernization process.

11. Provide maintenance of the Elevator for a period of one year after completion of the modernization as described herein.

12. Provide new passenger car enclosures.

13. Execute and notarize a Performance Bond and a Payment Bond in substantially the same form as Attachments “A-2” and “A-3”.

14. Provide any other duties, equipment, materials, and labor as described in Attachment “A-1”.

A-2
ATTACHMENT “A-1”

SPECIFICATIONS
Contractor’s specifications are attached.

A-3
ATTACHMENT “A-2”

PERFORMANCE BOND
Performance Bond is attached.

A-4
Performance Bond
Bond No.: _______________________
KNOW ALL PERSONS BY THESE PRESENTS that:

WHEREAS, the City of Redondo Beach, California ("City"), has awarded to ___________________________________________________________________________ ___________________________________________________________________________ (Name and address of Contractor)
("Principal"), a contract ("Contract") for the work described as follows:

Electric Vehicle Charging Infrastructure Project, Job No. 20770 WHEREAS, Principal is required under the terms of the Contract to furnish a bond for the faithful performance of the Contract.

NOW, THEREFORE, we, the undersigned Principal, and
___________________________________________________________________________ ___________________________________________________________________________ (Name and address of Surety)
("Surety") a duly admitted surety insurer under the laws of the State of California, as Surety, are held and firmly bound unto the City in the penal sum of _______________________________________ Dollars ($__________________), this amount being not less than one hundred percent (100%) of the total contract price, in lawful money of the United States of America, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH THAT, if the hereby bound Principal, its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and will and truly keep and perform all the undertakings, terms, covenants, conditions and agreements in the Contract and any alteration thereof made as therein provided, on the Principal's part to be kept and performed, all within the time and in the manner therein specified, and in all respects according to their true intent and meaning, and shall indemnify and hold harmless the City, its officers, agents, and others as therein provided, then this obligation shall become null and void; otherwise, it shall be and remain in full force and effect. In case suit is brought upon this bond, Surety further agrees to pay all court costs incurred by the City in the suit and reasonable attorneys' fees in an amount fixed by the court.

A-5
FURTHER, the Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration, addition or modification to the terms of the Contract, or of the work to be performed thereunder, or the specifications for the same, shall in any way affect its obligations under this bond, and it does hereby waive notice of any such change, extension of time, alteration, addition, or modification to the terms of the Contract or to the work or to the specifications thereunder.

IN WITNESS WHEREOF, two (2) identical counterparts of this instrument, each of which shall for all purposes be deemed an original hereof, have been duly executed by Principal and Surety, on the date set forth below, the name of each corporate party being hereto affixed and these presents duly signed by its undersigned representative(s) pursuant to authority of its governing body.

Date:____________________________
"Principal" "Surety"
______________________________ _____________________________ ______________________________ _____________________________ `
By: ______________________________ By: __________________________________ Name: _________________________ Name:_____________________________ Its: ____________________________ Its:________________________________ By: ______________________________ By: __________________________________ Name: _________________________ Name:_____________________________ Its: ____________________________ Its:________________________________ (Seal) (Seal)

CITY OF REDONDO BEACH

APPROVED AS TO SURETY APPROVED AS TO FORM

AND PRINCIPAL AMOUNT
By: _____________________________ By: _____________________________ Risk Manager City Attorney
Note: This bond must be executed in duplicate and dated. All signatures must be notarized, and evidence of the authority of any person signing as attorney-in-fact must be attached.

A-6
ATTACHMENT “A-3”

PAYMENT BOND
Payment Bond is attached.

A-7
Payment Bond
(Labor and Material)
Bond No.: _______________________
KNOW ALL PERSONS BY THESE PRESENTS that:

WHEREAS, the City of Redondo Beach, California ("City"), has awarded to ___________________________________________________________________________ ___________________________________________________________________________ (Name and address of Contractor)
("Principal"), a contract ("Contract") for the work described as follows:

Electric Vehicle Charging Infrastructure Project, Job No. 20770 WHEREAS, Principal is required under the terms of the Contract and the California Civil Code secure the payment of claims of laborer, mechanics, materialmen, and other persons as provided by law NOW, THEREFORE, we, the undersigned Principal, and
___________________________________________________________________________ ___________________________________________________________________________ (Name and address of Surety)
("Surety") a duly admitted surety insurer under the laws of the State of California, as Surety, are held and firmly bound unto the City in the penal sum of _______________________________________ Dollars ($__________________), this amount being not less than one hundred percent (100%) of the total contract price, in lawful money of the United States of America, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH THAT, if the hereby bound Principal, its heirs, executors, administrators, successors or assigns, or subcontractors shall fail to pay any of the persons named in Section 3181 of the California Civil Code, or any amounts due under the Unemployment Insurance Code with respect to work or labor performed under the Contract, or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of the Principal and subcontractors pursuant to Section 13030 of the Unemployment Insurance Code, with respect to work or labor performed under the Contract, the Surety will pay for the same in an amount not exceeding the penal sum specified in this bond; otherwise, this obligation shall become null and void. This bond shall inure to the benefit of any of the persons named in Section 3181 of the California Civil Code so as to give a right of action to such persons or their assigns in any suit brought upon the bond.

In case suit is brought upon this bond, Surety further agrees to pay all court costs incurred by the City in the suit and reasonable attorneys' fees in an amount fixed by the court.

A-8
FURTHER, the Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration, addition or modification to the terms of the Contract, or of the work to be performed thereunder, or the specifications for the same, shall in any way affect its obligations under this bond, and it does hereby waive notice of any such change, extension of time, alteration, addition, or modification to the terms of the Contract or to the work or to the specifications thereunder.

IN WITNESS WHEREOF, two (2) identical counterparts of this instrument, each of which shall for all purposes be deemed an original hereof, have been duly executed by Principal and Surety, on the date set forth below, the name of each corporate party being hereto affixed and these presents duly signed by its undersigned representative(s) pursuant to authority of its governing body.

Date:____________________________
"Principal" "Surety"
______________________________ _____________________________ ______________________________ _____________________________

By: ______________________________ By: __________________________________ Name: _________________________ Name:_____________________________ Its: ____________________________ Its:________________________________ By: ______________________________ By: __________________________________ Name: _________________________ Name:_____________________________ Its: ____________________________ Its:________________________________ (Seal) (Seal)

CITY OF REDONDO BEACH

APPROVED AS TO SURETY APPROVED AS TO FORM

AND PRINCIPAL AMOUNT
By: _____________________________ By: _____________________________ Risk Manager City Attorney
Note: This bond must be executed in duplicate and dated. All signatures must be notarized, and evidence of the authority of any person signing as attorney-in-fact must be attached B-1
EXHIBIT “B”

TERM AND TIME OF COMPLETION
TERM: The term of this Agreement shall commence March 14, 2023 and expire March 13, 2024 (“Term”), unless otherwise terminated as herein provided.

C-1
EXHIBIT “C”

COMPENSATION
Provided Contractor is not in default under this Agreement, Contractor shall be compensated as provided below.

A. AMOUNT. Contractor shall be paid in accordance with the following schedule.

Description Amount
Base Bid - all work necessary for the Elevator
modernization $112,055
Payment and Performance Bonds $4,800
Modernization Maintenance – maintenance for the
Elevator until completion of modernization (not included in base bid). $200 per month
Warranty Maintenance - preventative maintenance for the elevator for a period of twelve (12) months after
modernization (not included in base bid). $200 per month Passenger Car Enclosures - new passenger car
enclosures (not included in base bid). $25,000
Ten Percent Contingency $14,666
Not to Exceed Amount $161,321
B. METHOD OF PAYMENT. Contractor shall submit two hard copies of the invoice.

Invoices must provide dates of service, description of services performed, equipment purchased, applicable rate for labor, and amounts for the work performed (prorated if applicable) during the prior month. Invoices must be itemized, adequately detailed, based on accurate records, and in a form reasonably satisfactory to City. Contractor may be required to provide back-up material upon request.

C. SCHEDULE FOR PAYMENT. City agrees to pay Contractor within thirty (30) days of receipt of the monthly invoice, provided however, the task or portion thereof is completed to City’s reasonable satisfaction.

D. NOTICES. Written notices to City and Contractor shall be given by registered or certified mail, postage prepaid and addressed to or personally served on the following parties.

Contractor: Total Access Elevator Corporation
13011 Florence Ave
Santa Fe Springs, CA 90670
Attention: Alex Magana
City: City of Redondo Beach
Public Works Department
C-2
415 Diamond Street
Redondo Beach, CA 90277
Attention: Rob Osborne
All notices, including notices of address changes, provided under this Agreement are deemed received on the third day after mailing if sent by registered or certified mail. Changes in the respective address set forth above may be made from time to time by any party upon written notice to the other party.

D-1
EXHIBIT “D”

INSURANCE REQUIREMENTS FOR CONTRACTORS
Without limiting Contractor’s indemnification obligations under this Agreement, Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representatives, or employees.

Minimum Scope of Insurance
Coverage shall be at least as broad as:

Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001).

Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto).

Workers’ Compensation insurance as required by the State of California.

Employer’s Liability Insurance.

Minimum Limits of Insurance
Contractor shall maintain limits no less than:

General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. The general aggregate limit shall apply separately to this project.

Automobile Liability: $1,000,000 per accident for bodily injury and property damage.

Employer’s Liability: $1,000,000 per accident for bodily injury or disease.

Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers or (2) the Contractor shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses.

Other Insurance Provisions
The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:

D-2
Additional Insured Endorsement:

General Liability: The City, its officers, elected and appointed officials, employees, and volunteers shall be covered as insureds with respect to liability arising out of work performed by or on behalf of the Contractor. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance, or as a separate owner’s policy.

Automobile Liability: The City, its officers, elected and appointed officials, employees, and volunteers shall be covered as insureds with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the Contractor.

For any claims related to this project, the Contractor’s insurance coverage shall be primary insurance as respects the City, its officers, elected and appointed officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Contractor’s insurance and shall not contribute with it.

Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City.

Each insurance policy shall be endorsed to state that the inclusion of more than one insured shall not operate to impair the rights of one insured against another insured, and the coverages afforded shall apply as though separate policies had been issued to each insured.

Each insurance policy shall be in effect prior to awarding the contract and each insurance policy or a successor policy shall be in effect for the duration of the project. The maintenance of proper insurance coverage is a material element of the contract and failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract on the Contractor’s part.

Acceptability of Insurers
Insurance shall be placed with insurers with a current A.M. Best’s rating of no less than A:VII and which are authorized to transact insurance business in the State of California by the Department of Insurance.

Verification of Coverage
Contractor shall furnish the City with original certificates and amendatory endorsements effecting coverage required by this clause. The endorsements should be on the City authorized forms provided with the contract specifications. Standard ISO forms which shall be subject to City approval and amended to conform to the City’s requirements may be acceptable in lieu of City authorized forms. All certificates and endorsements shall be received and approved by the City before the contract is awarded. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications at any time.

D-3
Subcontractors
Contractor shall include all subcontractors as insured under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.

Risk Management
Contractor acknowledges that insurance underwriting standards and practices are subject to change, and the City reserves the right to make changes to these provisions in the reasonable discretion of its Risk Manager.

E-1
EXHIBIT "E"

AGREEMENT TO COMPLY WITH CALIFORNIA LABOR LAW REQUIREMENTS

1. Contractor acknowledges that the project as defined in this Agreement between Contractor and the City, to which this Agreement to Comply with California Labor Law Requirements is attached and incorporated by reference, is a “public work” as defined in Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code (“Chapter 1”), and that this Agreement is subject to (a) Chapter 1, including without limitation Labor Code Section 1771 and (b) the rules and regulations established by the Director of Industrial Relations (“DIR”) implementing such statutes. Contractor shall perform all work on the project as a public work. Contractor shall comply with and be bound by all the terms, rules and regulations described in 1(a) and 1(b) as though set forth in full herein.

2. California law requires the inclusion of specific Labor Code provisions in certain contracts. The inclusion of such specific provisions below, whether or not required by California law, does not alter the meaning or scope of Section 1 above.

3. Pursuant to Labor Code Section 1771.4, Contractor shall post job site notices, as prescribed by regulation.

4. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages for each craft, classification, or type of worker needed to perform the Agreement are on file at City Hall and will be made available to any interested party on request.

Contractor acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and Contractor shall post such rates at each job site covered by this Agreement.

5. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Contractor shall, as a penalty to the City, forfeit the maximum amount allowable by law for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Contractor or by any subcontractor.

6. Contractor shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Contractor and each subcontractor to (1) keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776, (2) certify and make such payroll records available for inspection as provided by Section 1776, and (3) inform the City of the location of the records.

7. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6 and 1777.7 and California Administrative Code title 8, section 200 et seq. concerning the employment of apprentices on public works projects. Contractor shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Contractor shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within sixty (60) days after concluding work pursuant to this Agreement, Contractor and each of its subcontractors shall submit to the City a verified statement of the journeyman and apprentice hours performed under this Agreement.

E-2

8. Contractor acknowledges that eight (8) hours labor constitutes a legal day’s work. Contractor shall comply with and be bound by Labor Code Section 1810. Contractor shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Contractor shall, as a penalty to the City, forfeit twenty-five dollars ($25) for each worker employed in the performance of this Agreement by the Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one (1) calendar day and forty (40) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code section 1815, work performed by employees of Contractor in excess of 8 hours per day, and 40 hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than 1 and 1/2 times the basic rate of pay.

9. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Contractor hereby certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake selfinsurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.”

10. For every subcontractor who will perform work on the project, Contractor shall be responsible for such subcontractor’s compliance with Chapter 1 and Labor Code Sections 1860 and 3700, and Contractor shall include in the written contract between it and each subcontractor a copy of those statutory provisions and a requirement that each subcontractor shall comply with those statutory provisions. Contractor shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor’s compliance, including without limitation, conducting a periodic review of the certified payroll records of the subcontractor and upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Contractor shall diligently take corrective action to halt or rectify any failure.

11. To the maximum extent permitted by law, Contractor shall indemnify, hold harmless and defend (at Contractor’s expense with counsel acceptable to the City) the City, its officials, officers, employees, agents, independent contractors, and volunteers from and against any demand or claim for damages, compensation, fines, penalties or other amounts arising out of or incidental to any acts or omissions listed above by any person or entity (including Contractor, its subcontractors, and each of their officials, officers, employees and agents) in connection with any work undertaken or in connection with the Agreement, including without limitation the payment of all consequential damages, attorneys’ fees, and other related costs and expenses. All duties of Contractor under this Section shall survive termination of the Agreement.
02/16/2023
CSIS Insurance Services
3315 Old Conejo Road
Thousand Oaks CA 91320
CSIS Insurance Services
(888) 501-2747 (805) 446-4881
[email protected]
Total Access Elevator Corporation
13011 Florence Avenue
Santa Fe Springs CA 90670
Great American Insurance Co 16691
Allstate Insurance Company 19232
State Compensation Insurance Fund 35076
Master as of 11/01/2022
A Y Y GLP195889202 11/01/2022 11/01/2023
1,000,000
300,000
10,000
1,000,000
4,000,000
4,000,000
Maximum Aggregate 10,000,000
B Y Y 648913184 11/01/2022 11/01/2023
1,000,000
A
0 Y Y TUU418950801 11/01/2022 11/01/2023
5,000,000
5,000,000
C Y Y 9226813-2022 02/27/2022 02/27/2023
1,000,000
1,000,000
1,000,000
City of Redondo Beach is added as additional insured as required by written contract in respects to General Liability and Auto Liability, per attached. The General Liability policy evidenced herein is Primary & Non-Contributory where required by written contract with the named insured. A Waiver of Subrogation is granted in favor of the additional insured with respects to General Liability, Auto Liability and Workers' Compensation in accordance with the policy's provisions, per attached. RE: All Operations
City of Redondo Beach
415 Diamond Street
Redondo Beach CA 90277

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

INSURER(S) AFFORDING COVERAGE
INSURER F :

INSURER E :

INSURER D :

INSURER C :

INSURER B :

INSURER A :

NAIC #
NAME:

CONTACT
(A/C, No):

FAX
E-MAIL
ADDRESS:

PRODUCER
(A/C, No, Ext):

PHONE

INSURED
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBR
WVD
ADDL
INSD

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $
$
$
$

PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person)

COMBINED SINGLE LIMIT

AUTOS ONLY

AUTOS ONLY AUTOS

NON-OWNED

OWNED SCHEDULED

ANY AUTO

AUTOMOBILE LIABILITY
Y / N

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under

ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
ER
OTHSTATUTEPER
(MM/DD/YYYY) LIMITS

POLICY EXP
(MM/DD/YYYY)

POLICY EFF

LTR TYPE OF INSURANCE POLICY NUMBER
INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

EXCESS LIAB
UMBRELLA LIAB EACH OCCURRENCE $
AGGREGATE $
$
OCCUR

CLAIMS-MADE
DED RETENTION $
PRODUCTS - COMP/OP AGG $
GENERAL AGGREGATE $
PERSONAL & ADV INJURY $
MED EXP (Any one person) $
EACH OCCURRENCE $

DAMAGE TO RENTED
PREMISES (Ea occurrence) $

COMMERCIAL GENERAL LIABILITY

CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:

POLICY
PROJECT LOC

CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)

CANCELLATION

AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.

CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED

AUTOS ONLY

Includes copyrighted material o f Insurance Services Office, Inc., with its permission.

CG 90 53 (Ed. 04/16) (Page 1 o f 14)
CG 90 53 (Ed. 04/16)
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ELEVATOR CONTRACTOR PLUS ENDORSEMENT
This endorsement modifies insurance provided under the following:

COMMON POLICY CONDITIONS

COMMERCIAL GENERAL LIABILITY COVERAGE PART
This is a summary o f the various additional coverages and coverage modifications provided by this endorsement. For complete details on specific coverages, consult the actual policy wording.

Coverage Limit o f Insurance Page
Non -Owned Ai rc raft Included 2
Non -Owned Wate rc raft Included 2
Property Damage Elevators Included 3
Property Damage Liability - Bo r rowed Equipment Included 3 Damage to Premises Rented to You $300,000 3
Medical Payments Extension $10,000 4
Supplementary Payments - Bail Bonds $1,000 5
Supplementary Payments - Loss o f Earnings $500 5
Broadened Named Insured Included 5
Newly Formed o r Acquired Organization Included 5
Additional Insureds When Required by Written Contract, Included 6 W ritten Agreement o r Permit
Primary and Non-Contributory Additional Insured Extension Included 1 0 Additional Insureds - Limits o f Insurance Included 1 1 Knowledge o f Occurrence, Claim o r Suit Included 1 1
Unintentional Failure to Disclose Hazards Included 1 1
Notice o f Occurrence Included 1 1
Amended Bodily Injury Definition Included 1 2
Broadened Mobile Equipment Included 1 2
Includes copyrighted material o f Insurance Services Office, Inc., with its permission.

CG 90 53 (Ed. 04/16) (Page 2 o f 14)
Coverage Limit o f Insurance Page
Personal and Advertising Injury Definition Amendment Included 1 2 o f Discrimination and Humiliation
Incidental Malpractice Liability Included 1 2
Waiver o f Transfer o f Rights o f Recovery Against Others to Us Included 1 3 Amended Insured Contract Definition Included 1 3
Notice o f Cancellation t o Certificate Holder(s) Included 1 4 A. Non-Owned Aircraft
Under paragraph 2. Exclusions o f SECTION I - Coverage A - Bodily Injury and Property Damage Liability, exclusion g. Aircraft, Auto Or Watercraft does not apply to an aircraft provided:

1. It is not owned by any insured;

2. It is hired, chartered o r loaned with a trained paid crew;

3. The pilot in command holds a currently effective certificate, issued by the duly constituted authority o f the United States o f America o r Canada, designating him o r her a commercial o r airline pilot; and

4. It is not being used to ca rry persons o r p rope rty f o r a charge.

However, the insurance affo rded by this provision does not apply if there is available t o the Insured other valid and collectible insurance, whether primary, excess (other than insurance written t o apply specifically in excess o f this Policy), contingent o r on any other basis, that would also apply t o the loss covered under this provision.

B. Non-Owned Watercraft

1. Under Paragraph 2. Exclusions o f SECTION I - Coverage A - Bodily Injury and Property Damage Liability, Subparagraph (2) o f exclusion g. Aircraft, Auto Or Watercraft is replaced by the following:

This exclusion does not apply to:
(2) A wate rc raft you do not own that is:
(a) Less than 5 1 feet long; and
(b) Not being used to carry persons o r p rope rty f o r a charge; However, the insurance affo rded by this provision does not apply to wate rc raft 2 7 t o 5 1 feet long if there is available to the Insured other valid and collectible insurance, whether primary, excess (other than insurance written to apply specifically in excess o f this Policy), contingent o r on any othe r basis, that would also apply to the loss covered under this provision.

Includes copyrighted material o f Insurance Services Office, Inc., with its permission.

CG 90 53 (Ed. 04/16) (Page 3 o f 14)

2. The following is added to SECTION II - WHO IS AN INSURED:

With respect to wate rc raft you do not own that is less than 5 1 feet long and is not being used to carry persons o r p rope rty f o r a charge, any person is an insured while operating such wate rc raft with your permission. Any other person o r organization responsible f o r the conduct o f such person is also an insured, but only with respect to liability arising out o f the operation o f the watercraft, and only if no other insurance o f any kind is available to that person o r organization f o r this liability.

However, no person o r organization is an insured with respect to:
a. "Bodily injury" to a co -"employee" o f the person operating the watercraft; o r b. "Property damage" to p rope rty owned by, rented to, in charge o f o r occupied by you o r the employer o f any person who is an insured under this provision.

C. Property Damage - Elevators

1. Under Paragraph 2. Exclusions o f SECTION I - Coverage A - Bodily Injury and Property Damage Liability, Subparagraphs (3), and (4) o f exclusion j. Damage To Property do not apply if such "p rope rty damage" results f r om the use o f elevators.

2. The following is added t o SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, Condition 4. Other Insurance, Paragraph b. Excess Insurance:

The insurance affo rded by this provision o f this endorsement is excess ove r any p rope rty insurance, whether primary, excess, contingent o r on any other basis.

D. Property Damage Liability - Borrowed Equipment

1. Under Paragraph 2. Exclusions o f SECTION I - Coverage A - Bodily Injury and Property Damage Liability, Subparagraph (3), and (4) o f exclusion j. Damage To Property do not apply to "p rope rty damage" to bo r rowed equipment while not being used to pe rfo rm operations at a job site.

The insurance aff o rded by this provision o f this endorsement is excess ove r any p rope rty insurance, whether primary, excess, contingent o r on any other basis.

E. Damage To Premises Rented To You
If Damage t o Premises Rented to You is not otherwise excluded f r om this Coverage Part:

1. Under Paragraph 2. Exclusions o f SECTION I - Coverage A - Bodily Injury and Property Damage Liability:

3. The last paragraph o f Paragraph 2. Exclusions is deleted in its entirety and replaced by the following:

Exclusions c. through n. do not apply t o damage by fire, lightning, o r "explosion" to premises while rented t o you o r temporarily occupied by you with permission o f the owner. A separate limit o f insurance applies t o this coverage as described in SECTION III - LIMITS OF INSURANCE.

Includes copyrighted material o f Insurance Services Office, Inc., with its permission.

CG 90 53 (Ed. 04/16) (Page 4 o f 14)

2. Paragraph 6. under SECTION III - LIMITS OF INSURANCE is deleted in its entirety and replaced with the following:

6. Subject t o Paragraph 5. above, the most w e will pay under COVERAGE A f o r damages because o f "p roperty damage" to any one premises, while rented to you, o r in the case o f damage caused by fire, lightning, o r "explosion" while rented to you o r temporarily occupied by you with the permission o f the owner, f o r all such damage caused by fire, lightning, o r "explosion" proximately caused by the same event, whether such damage results f r om fire, lightning, o r "explosion" o r any combination o f the three, shall be the greater of:
a. $300,000; o r
b. the amount shown in DAMAGE TO PREMISES RENTED TO YOU-INCREASED LIMIT, CG8449, if attached t o the Policy.

3. Under SECTION IV - Commercial General Liability Conditions, Subsection 4. Other Insurance, Paragraph b. Excess Insurance, item (ii) whe re the wo r d s "Fire insurance" appear they are changed to "insurance f o r fire, lightning, o r "explosion.""

4. As regards coverage provided by this provision E. DAMAGE TO PREMISES RENTED TO YOU, Paragraph 9.a. o f SECTION V - DEFINITIONS is replaced with the following:
a. A contract f o r a lease o f premises. However, that po rtion o f the contract f o r a lease o f premises that indemnifies any person o r organization f o r damage by fi re, lightning, o r "explosion", to premises while rented to you o r temporarily occupied by you with the permission o f the owne r is not an "insured contract".

5. As regards coverage provided by this provision E. DAMAGE TO PREMISES RENTED TO YOU, SECTION V - DEFINITIONS is amended by the addition o f the following definition:
"Explosion" means a sudden release o f expanding pressure accompanied by a noise, a bursting fo rth o f material and evidence o f the scattering o f debris t o locations fu rthe r than would have resulted by gravity alone.

Explosion does not include any o f the following:
(a) artificially generated electrical current including electrical arcing, that disturbs electrical devices, appliances o r wires;
(b) rupture o r bursting o f water pipes;
(c) explosion o f steam boilers, steam pipes, steam engines o r steam turbines owned o r leased by you, o r operated under your control; o r
(d) rupture o r bursting caused by centrifugal force.

F. Medical Payments Extension
If Coverage C - Medical Payments is not otherwise excluded, the Medical Payments provided by this policy are amended as follows:

Under paragraph 1.a. Insuring Agreement o f SECTION I - Coverage C - Medical Payments, paragraph 1.a.(b) is amended as follows:

Includes copyrighted material o f Insurance Services Office, Inc., with its permission.

CG 90 53 (Ed. 04/16) (Page 5 o f 14)
(b) The expenses are incurred and repo rted to us within three years o f the date o f the accident; and
The Medical Expense Limit in paragraph 7. o f SECTION III -LIMITS OF INSURANCE is replaced by the following Medical Expense Limit:

The Medical Expense Limit provided by this Policy shall be the greater of:
a. $10,000; o r
b. the amount shown in the Declarations f o r Medical Expense Limit.

This provision 7. is subject to all the te rms o f SECTION III - LIMITS OF INSURANCE.

G. Supplementary Payments

1. In the Supplementary Payments - Coverages A and B provision, paragraph 1.b. is replaced with:
b. Up to $1,000 f o r the cost o f bail bonds required because o f accidents o r t raffic law violations arising out o f the use o f any vehicle t o which the Bodily Injury Liability Coverage applies. W e do not have to furnish these bonds.

2. In the Supplementary Payments - Coverages A and B provision, paragraph 1.c. is replaced with:
c. The cost o f appeal bonds o r bonds t o release attachments, but only f o r bond amounts within the applicable Limit o f Insurance. W e do not have to furnish these bonds.

3. In the Supplementary Payments - Coverages A and B provision, paragraph 1.d. is replaced by the following:
d. All reasonable expenses incurred by the Insured at ou r request to assist us in the investigation o r defense o f the claim o r "suit," including actual loss o f earnings up to $500 a day because o f time o f f work.

H. Broadened Named Insured
Under SECTION II - WHO IS AN INSURED, the following item 2.e. is added:
e. Any subsidiary and subsidiary thereof, o f yours which is a legally incorporated entity o f which you own a financial interest o f more than 50% o f voting stock on the effecti ve date o f this Coverage Part. The insurance affo rded herein f o r any subsidiary not named in this Coverage Part as a Named Insured does not apply to injury o r damage with respect to which an insured under this Coverage Part is also an insured under another policy o r would be an insured under such policy but f o r its termination o r the exhaustion o f its Limits o f Insurance.

I. Newly Formed or Acquired Organizations
Paragraph 3. o f SECTION II - WHO IS AN INSURED is replaced by the following:

3. Any organization you newly acquire o r f o rm and ove r which you maintain ownership o r majority interest, will qualify as a Named Insured if there is no other similar insurance available to that organization. However:

Includes copyrighted material o f Insurance Services Office, Inc., with its permission.

CG 90 53 (Ed. 04/16) (Page 6 o f 14)
a. coverage under this provision is aff o rded only until the 180th day afte r you acquire o r f o rm the organization o r the end o f the policy period, whichever is earlier; b. coverage A does not apply t o "bodily injury" o r "p roperty damage" that occu rred befo re you acquired o r fo rmed the organization;
c. coverage B does not apply t o "personal and advertising injury" arising out o f an offen se committed bef o re you acquired o r fo rmed the organization; and d. reco rds and descriptions o f operations must be maintained by the fi rst Named Insured.

No person o r organization is an insured with respect t o the conduct o f any current o r past partnership, joint venture o r limited liability company that is not shown as a Named Insured in the Declarations o r qualifies as an insured under this provision.

J. Blanket Additional Insureds When Required by Written Contract, Written Agreement or Permit The following is added to SECTION II - WHO IS AN INSURED:

4. Additional Insureds When Required by Written Contract, Written Agreement or Permit a. The persons o r organizations described in paragraphs b. through g. below are also insureds (and may also be refe r red to below as additional insureds), but only if:
(1) either:
(a) you have agreed, in a written contract o r oral agreement, t o have such person o r organization added as an additional insured under this Policy; o r (b) a permit issued t o you by a state o r political subdivision requires such person o r organization to be added as an additional insured under this Policy; and
(2) the "bodily injury," "property damage," o r offen se causing "personal and advertising injury" occurs subsequent t o execution o f the contract o r agreement, o r issuance o f the permit.

No person o r organization is an additional insured under paragraphs b. through g. if such person o r organization is an insured by virtue o f an endorsement issued by us and attached to this Policy.
b. Vendors
(1) Subject to a., above, any person o r organization that distributes o r sells "your product" in the regular course o f that person's o r organization's business (referred to below as vendor) as an additional insured, but only with respect to "bodily injury" o r "p roperty damage" arising out o f "your products" which are distributed o r sold in the regular course o f the vendor's business, and only if this Policy provides coverage f o r "bodily injury" o r "p roperty damage" included within the "products -completed operations hazard."
Includes copyrighted material o f Insurance Services Office, Inc., with its permission.

CG 90 53 (Ed. 04/16) (Page 7 o f 14)
However:
(a) the insurance aff o rded to such vendor only applies t o the extent permitted by law; and
(b) the insurance aff o rded t o such vendor will not be b roader than that which you are required by the contract o r agreement t o provide f o r such vendor. (2) No vendor is an insured with respect t o any:
(a) "bodily injury" o r "p roperty damage" f o r which the vendor is obligated t o pay damages by reason o f the assumption o f liability in a contract o r agreement. This exclusion does not apply to liability f o r damages that the vendor would have in the absence o f the contract o r agreement;
(b) express warranty unauthorized by you;
(c) physical o r chemical change in the product made intentionally by the vendor; (d) repackaging, except when "your product" is unpacked solely f o r the purpose o f inspection, demonstration, testing o r the substitution o f parts under instructions f r om the manufacturer, and then repackaged in the original container; (e) failure to make such inspections, adjustments, tests o r servicing as the vendor has agreed t o make o r normally undertakes to make in the usual course o f business, in connection with the distribution o r sale o f the product; (f) demonstration, installation, servicing o r repair o f "your product," except such operations pe rfo rmed at the vendor's premises in connection with the sale o f the product;
(g) p roduct which, afte r distribution o r sale by you. Has been labeled o r relabeled o r used as a container, part o r ingredient o f any other thing o r substance by o r f o r the vendor; o r
(h) "bodily injury" o r "p roperty damage" arising out o f the sole negligence of:
(i) the vendor f o r its own acts o r omissions; o r
(ii) the vendor's employees o r anyone else acting on its behalf.

However, paragraph (h) does not apply to:
(i) the exceptions contained in subparagraphs (d) o r (f); o r (ii) such inspections, adjustments, tests o r servicing as the vendor has agreed to make o r normally undertakes to make in the usual course o f business, in connection with the distribution o r sale o f the products. (3) The coverage affo rded f o r vendors under paragraph b. does not apply t o any pe rson o r organization f r om whom you have acquired either such products, o r any ingredient, part o r container, entering into, accompanying o r containing such products.

Includes copyrighted material o f Insurance Services Office, Inc., with its permission.

CG 90 53 (Ed. 04/16) (Page 8 o f 14)
c. Lessors o f Equipment
(1) Subject to a., above, any person o r organization f r om whom you lease equipment is an additional insured, but only with respect to liability f o r "bodily injury," "property damage" o r "personal and advertising injury" caused, in whole o r in part, by your maintenance, operation o r use o f equipment you lease f r om that person o r organization. However:
(a) the insurance affo rded to such additional insured only applies to the extent permitted by law; and
(b) the insurance affo rded to such additional insured will not be broader than that which you are required by the contract o r agreement to provide f o r such additional insured.
(2) No such person o r organization is an additional insured as respects any:
(a) "occurrence" which takes place befo re the equipment lease begins o r afte r the equipment lease expires, o r
(b) "bodily injury," "property damage," o r "personal and advertising injury" arising out o f the sole negligence o f such person(s) o r organization(s). d. Lessors o f Land or Premises
(1) Subject to a., above, any person o r organization f r om whom you lease land o r premises is an additional insured, but only with respect to liability arising out o f the ownership, maintenance o r use o f that part o f the land o r premises leased t o you.

However:
(a) the insurance affo rded to such additional insured only applies to the extent permitted by law; and
(b) the insurance affo rded to such additional insured will not be broader than that which you are required by the contract o r agreement to provide f o r such additional insured.
(2) No such person o r organization is an additional insured as respects any:
(a) "occurrence" that takes place befo re you lease that land o r premises; o r (b) "occurrence" that takes place afte r you r lease ends; o r (c) structural alteration, new construction o r demolition operation pe rfo rmed by o r on behalf o f such person(s) o r organization(s).
e. Architects, Engineers or Surveyors
(1) Subject t o a., above, any person o r organization you engage as an architect, engineer, o r surveyor is an additional insured, but only with respect t o liability f o r "bodily injury," "p rope rty damage" o r "personal and advertising injury" caused, in whole o r in part, by your acts o r omissions o r the acts o r omissions o f those acting on your behalf in connection with you r premises o r in the performance o f your ongoing operations:

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However:
(a) the insurance affo rded to such additional insured only applies to the extent permitted by law; and
(b) the insurance affo rded to such additional insured will not be broader than that which you are required by the contract o r agreement to provide f o r such additional insured.
(2) No such person o r organization is an "additional insured" with respect t o any:
(a) "bodily injury," "property damage" o r "personal and advertising injury" arising out o f the rendering o f o r the failure to render any professional service by o r f o r you, including:
(i) the preparing, approving, o r failing t o prepare o r approve, any map, shop drawing, opinion, report, survey, field order, change order, drawing, specification; o r
(ii) any supervisory, inspection, architectural o r engineering activity. f. Permits Or Authorizations Relating To Premises Issued By State Or Governmental Agency Or Subdivision Or Political Subdivision
(1) Subject to a., above, any federal, state, o r local government o r governmental agency o r subdivision o r political subdivision that issues you a permit. (2) No such government o r agency is an additional insured with respect to any:
(a) "bodily injury," "property damage" o r "personal o r advertising injury" arising out o f operations pe rfo rmed f o r that government o r agency; o r (b) "bodily injury," "property damage" o r "personal o r advertising injury" including within the p roducts -completed operations hazard."
g. Any Other Party
(1) Subject to a., above, any person o r organization described neither:
(a) as an insured in SECTION II - WHO IS AN INSURED, 1. through 3., no r (b) as an additional insured in b. through f. above,
is an additional insured, but only with respect to liability f o r "bodily injury," "p roperty damage" o r "personal and advertising injury" caused, in whole o r in part, by your acts o r omissions o r the acts o r omissions o f those acting on your behalf:
(i) in the performance o f your ongoing operations;
(ii) in connection with premises owned by o r rented to you; o r (iii) in connection with "your wo r k " and included within the "products-completed operations hazard," but only if:

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CG 90 53 (Ed. 04/16) (Page 1 0 o f 14)
i. the written contract o r agreement requires you t o provide such coverage to such additional insured; and
ii. this Coverage Form provides coverage f o r "bodily injury" o r "p roperty damage" within the "p roducts -completed operations hazard." However:
(a) the insurance affo rded to such additional insured only applies to the extent permitted by law; and
(b) the insurance affo rded to such additional insured will not be broader than that which you are required by the contract o r agreement t o provide f o r such "additional insured."
(c) with respect to the insurance affo rded these additional insured(s), this insurance does not apply to "bodily injury," "p roperty damage," o r "personal and advertising injury" arising out o f an architect's, engineer's, o r surveyor's rendering o r failure to render any professional architectural, engineering o r surveying services, including:
(i) the preparing, approving, o r failing to prepare o r approve maps, shop drawings, opinions, reports, surveys, field orders, change orde rs o r drawings and specifications; and
(ii) supervisory, inspection, architectural o r engineering activities.

No person o r organization is an insured with respect to the conduct o f any current o r past partnership, joint venture o r limited liability company that is not shown as a Named Insured in the Declarations.

K. Primary and Non-Contributory Additional Insured Extension This provision applies to any person o r organization who qualifies as an Additional Insured under any f o rm o r endorsement under this Policy.

Condition 4. Other Insurance o f SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows:
a. The following is added to Paragraph a. Primary Insurance:

This insurance is primary to and will not seek contribution f r om any other insurance available to an Additional Insured under you r policy provided that:
(1) the Additional Insured is a Named Insured under such other insurance; and (2) you have agreed in writing in a contract o r agreement that this insurance would be primary and would not seek contribution f r om any other insurance available t o the Additional Insured.

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L. Additional Insureds - Limits o f Insurance
The following is added to SECTION III - LIMITS OF INSURANCE:

Additional Insureds - Limits o f Insurance
The most w e will pay on behalf o f any additional insured described in J., above is the amount o f insurance:
a. required by contract o r agreement; o r
b. available under the applicable Limits o f Insurance shown in the Declarations whichever is less.

Such amounts shall not increase the applicable Limits o f Insurance shown in the Declarations.

M. Knowledge o f Occurrence, Claim or Suit
Under SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, the following is added to Condition 2. Duties in the Event o f Occurrence, Offense, Claim or Suit:

Knowledge o f any "occurrence"; claim, o r "suit" by any agent, servant o r "employee" o f the Named Insured does not in itself constitute knowledge by the Insured unless notice o f such "occurrence", claim o r "suit" shall have been received by:
a. you, if you are an individual;
b. a partner, if you are a partnership; o r
c. an executive off i c e r o r insurance manager, if you are a corporation; d. a manager, if you are a limited liability company;
e. a trustee, if you are a trust;
f. an elected o r appointed official, if you are a political subdivision o r public entity.

N. Unintentional Failure to Disclose Hazards
Under SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, the following is added to Condition 6. Representations:

Failure o f the Insured to disclose all hazards existing as o f the inception date o f this Policy shall not prejudice the insurance with respect to the coverage affo rded by this Policy, provided such failure o r omission is not intentional on the part o f the Insured.

O. Notice o f Occurrence
The following is added t o SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, 2.

Duties in the Event o f Occurrence, Offense, Claim or Suit, a.:

Failure o f the insured t o give fi r st repo rt o f a claim to us shall not invalidate coverage under this Policy if the loss was inadvertently repo rted to another insurer. However, you shall repo rt any such occurrence to us as soon as practicable once you become aware o f such an error.

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P. Amended Bodily Injury Definition
Under SECTION V - DEFINITIONS, Definition 3. Bodily Injury is replaced by the following:

3. "Bodily injury" means bodily injury, sickness, o r disease o r "incidental medical malpractice" sustained by a person, including death o f a person. "Bodily Injury" also means mental anguish, mental injury, o r shock, if directly resulting f r om physical injury, sickness, o r disease to that person.

Q. Broadened Mobile Equipment

1. Under SECTION V - DEFINITIONS, Definition 12. Mobile Equipment, the following is added under 12.f.(1):

Provided that the vehicles have a Gross Vehicle Weight o f 1, 00 0 pounds o r greater.

2. The following is added to SECTION II - WHO IS AN INSURED:

With respect t o "mobile equipment" registered in your name under any moto r vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person o r organization responsible f o r the conduct o f such person is also an insured, but only with respect to liability arising out o f the operation o f the equipment, and only if no other insurance o f any kind is available to that person o r organization f o r this liability. However, no person o r organization is an insured with respect to:
a. "Bodily injury" to a co -"employee" o f the person driving the equipment; o r b. "Property damage" to p rope rty owned by, rented to, in charge o f o r occupied by you o r the employer o f any person who is an insured under this provision.

R. Personal and Advertising Injury Definition Amendment o f Discrimination or Humiliation Under SECTION V - DEFINITIONS, Definition 14. Personal and Advertising Injury, item 14.h. is added:
h. discrimination o r humiliation that results in injury t o the feelings o r reputation o f a natural person, but only if such discrimination o r humiliation is:
(1) not done intentionally by o r at the direction of;
(a) an insured; o r
(b) any "executive office r " director, stockholder, partner o r member o f the Insured; and (2) not directly o r indirectly related to the employment, prospective employment o r termination o f employment o f any person o r persons by any insured.

S. Incidental Malpractice Liability

1. SECTION II - WHO IS AN INSURED is amended by deleting item 2.a.(1)(d) in its entirety and replacing it with the following:
(d) Arising out o f his o r her providing o r failing to provide professional health care services.

However, this exclusion does not apply to physicians, dentists, nurses, emergency medical technicians o r paramedics wh o are employed by you to provide medical o r paramedical services.

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2. Under SECTION V - DEFINITIONS is amended by the addition o f the following definition:
"Incidental medical malpractice" means bodily injury arising out o f the negligent rendering o r failure to render medical o r paramedical services t o persons by any physician, dentist, nurse, emergency medical technician o r paramedic who is employed by you t o provide such services provided you are not engaged in the business o r occupation o f providing any services refe r red to in this definition.

T. In SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, the following is added at the end o f Condition 8. Transfer o f Rights o f Recovery Against Others to Us:

W e waive any right o f recove ry w e may have against a person o r organization because o f payments w e make f o r injury o r damage arising out of:
a. your ongoing operations; o r
b. "your wo r k " pursuant to a w ritten contract between you and that person o r organization and included in the "products-completed operations hazard"; but only if:
c. you and that person o r organization have agreed, in a written contract o r agreement, that you waive such rights against that person o r organization; and d. the injury o r damage occurs only afte r you and that person o r organization have signed the written contract o r agreement described in c.

U. Amended Insured Contract Definition

1. Under SECTION V - DEFINITIONS, 9. "Insured Contract", c. is replaced by the following:
c. any easement o r license agreement, except in connection with construction o r demolition operations on o r within 5 0 feet o f a railroad;

2. Under SECTION V - DEFINITIONS, 9. "Insured Contract", f. is replaced by the following:
f. that part o f any other contract o r agreement pertaining to your business (including an indemnification o f a municipality in connection with w o r k pe rfo rmed f o r a municipality) under which you assume the to rt liability o f another party to pay f o r "bodily injury" o r "p rope rty damage" t o a third person o r organization. To rt liability means a liability that would be imposed by law in the absence o f any contract o r agreement.

Paragraph f. includes that part o f any contract o r agreement:
(1) that indemnifies a railroad f o r "bodily injury" o r "property damage" arising out o f construction o r demolition operations, within 5 0 feet o f any railroad p rope rty and affecting any railroad bridge o r trestle, tracks, road-beds, tunnel, underpass o r crossing;
However, Paragraph f. does not include that part o f any contract o r agreement:
(1) that indemnifies an architect, engineer o r surveyor f o r injury o r damage arising out of:
(a) preparing, approving, o r failing to prepare o r approve, maps, shop drawings, opinions, reports, surveys, field orders, change orde rs o r drawings and specifications; o r
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CG 90 53 (Ed. 04/16) (Page 1 4 o f 14)
(b) giving directions o r instructions, o r failing t o give them, if that is the primary cause o f the injury o r damage; o r
(2) under which the Insured, if an architect, engineer o r survey or, assumes liability f o r an injury o r damage arising out o f the Insured's rendering o r failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural o r engineering activities.

V. The following Conditions are added to the COMMON POLICY CONDITIONS:

1. In the event o f a cancellation, w e will give written notice o f such cancellation to certificate holder(s) at least 1 0 days bef o re the effe ctive date o f cancellation if we cancel f o r nonpayment o f premium o r 3 0 days befo re the effective date o f cancellation if we cancel f o r any other reason. The notice to the certificate holder(s) will state the effective date o f the cancellation.

However, such notice o f cancellation is solely f o r the purpose o f informing the certificate holder(s) o f the effe ctive date o f cancellation and does not grant, alter, o r extend any rights o r obligations under this policy.

2. This endorsement does not entitle the certificate holder(s) to any benefit, rights o r protection under this policy.

3. Notices will be sent t o the certificate holder(s) according t o the information on file with the agent o f reco rd o r with us. If the information provided f o r said certificate holder(s) is not accurate w e assume no responsibility f o r the failure t o notify. W e will assume that all information pertaining to the certificate holder(s), including the mailing o r email address, is accurate and co r rect as provided to the agent o f reco rd o r t o us.

4. Failure t o give notice in accordance with the terms o f this Condition does not:
a. Alter the effective date o f policy cancellation, nonrenewal o r expiration; b. Render such cancellation ineffective;
c. Grant, alter, o r extend any rights o r obligations under this policy; o r d. Extend the insurance beyond the effective date o f cancellation o r policy expiration, whichever comes first.
e. Impose any obligations o r liability o f any kind upon us, ou r agents o r representatives.