AGREEMENT FOR PROJECT SERVICES
BETWEEN THE CITY OF REDONDO BEACH
AND SANCON TECHNOLOGIES, INC.
THIS AGREEMENT FOR PROJECT SERVICES (this "Agreement") is made between the City of Redondo Beach, a Chartered Municipal Corporation (" City") and Sancon Technologies, Inc., a California Corporation (" Contractor" or "Contractor").
The parties hereby agree as follows:
A. Descriation._of Proiecf.or.Scope.ofServices. The project description or scope of services tobe provided by Contractor, and any correspondingresponsibilities of City or services required to be performed by City are set forth in Exhibit "A".
B. Terrien 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 ortemporary 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 ofwhich shall be Contractor' s sole responsibility.
2. Brokers. Contractor acknowledges, represents and warrants that Contractor has riot 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 d°avovo°
other projectwithout 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 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 Exhiibit'' 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 ofperformance 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 2 _
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, 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 ofthis 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 ofthis. 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 eventshall 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 ofthe 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.
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 ofthis 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) orits 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 4 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). Contractors obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Contractor or Indemnitees. This indemnification obligation s_ hall 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.
15. Insurance. Contractor shall comply with the requirements set forth in Exhibit T." 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 nondiscrimination 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 sha11be 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 5 rr
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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, 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 attachmenthereto, 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 apart of, this Agreement.
25. Time of Essence. Time is ofthe essence ofthis 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:
20. 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 afthhey"s' 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 hot 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, Contractorwarrants 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 fora 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 ofthi_rty (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 amouht,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.
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 Agreern6nt on behalf of City. The party signing on behalf of Contractor warrants and represents thathe 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 termor provision of this Agreement shall not be construed as a waiver of any subsequent breach.
SIGNATURES FOLLOW ON NEXT PAGE
8 IN WITNESS WHEREOF, the parties have executed this Agreement in Redondo Beach, California, as of this 16"' day of April, 2019.
CITY OF REDONDO BEACH SANCON TECHNOLOGIES, INC.
V,. C By:
William C. Brand, Mayor Name:
Title: CtS dare
ATTEST:
qm-4,4 LLwn-=
Eleanor Manzano, City _ Wk
APPROVED AS TO FORM:
1 W
Michael W. Webb, City Attorney
APPROVED:
Jill Buchholz, isk Manager
G
EXHIBIT " A"
PROJECT DESCRIPTION AND SCOPE OF SERVICES
I. CONTRACTOR' S DUTIES
Contractor shall perform on-call services for the maintenance and repair of the stormdrain and wastewater conveyance systems.
A. General Duties
9. Contractor shall furnish all labor, equipment, and materials to install Cured in Place Pipe Lining (" CIPP"), in the City's storm drains and sewer pipes.
Contractor shall supervise the installation. Prior to the CIPP installation, Contractor shall remove roots, silt, gravel and other debris from sewer or storm drain pipes in a`manner that does not flush rocks, sand, sludge, dirt, grease or othersolid or semi-solid material or debris into downstream sections of the sewer system, and/ or storm drains.
2. In Contractor' s discretion, ContractorWill utilize high pressure hydro -vacuum cleaning, hydro -jetting cleaning, hydro excavation services, coring services, and similar related services..
3. Contractor shall usea video camera or other special pipe inspection equipment to video inspect sewerand :storm drainage pipes to determine the interior condition and location of the pipeline.
4. Contractor shall provide video tape of pipe condition before and after the installation of CIPP in DVD -formatio the City designated Project Manager or designee. Contractor shall deliver, store and handle CIPP products..
5. Contractor shall ensure that all work performed provides maximum safety to the public and comply with all safety standards required by CAL -OSHA.
6. Contractor shall conduct.traffic' control in accordance with the latest edition of the California Manual on Traffic Control Devices ("CAMUTCD"), and any amendments thereto.
7. Contractor shall maintain all work sites contain no hazards to persons and/or property. In the event there are any hazardous -conditions, Contractor: shall notify the City immediately.
8. Upon City's acceptance of work, Contractor shall restore the project area to a condition at least equal to that existing prior to the work, including removing debris.
9. Contractor shall maintain sewer flows during the installation of the CIPP liner. Contractor shall comply with the City's NPDES Storm Water Permit. 10 go
Contractor shall maintain the continuity of sanitary sewer service to each facility connected to the sewers. In the event that sewage backup or odors occur and enters dwellings, other structures, and/or affect the. public, Contractor shall cleanup and repair, and pay forarty costs, including without limitation, property damage, and fines imposed by jurisdictional authorities.
B. CIPP Resin and Tube Acceptance
Contractor all ensure the CIPP liner is suitable for continuous service in sewerage environments with 1 N sulfuric acid at an average wastewater temperature of 80 degrees rand for intermittent exposure (at a frequency of 1- 1/ 2 hours two times a week) to sewage with a pH of 11. Contractor shall ensure the tube is free of.defects and subject to inspection prior to resin impregnation.
C. CIPP Installation
1. Contractor shall install the CIPP liner utilizing a felt tube having a nominal thickness as specified in the manufacturer's recommendations and pursuant to City's approval. Contractor shall install the CIPP liner with the specified nominal felt tube thickness regardless of the flexural retention value of the resin. The felt tube shall include a marking (stencil) indicating -the diameter and nominal thickness of the tube on the coated side of the tube at:5=foot intervals to make. the markings visible along its entire reach. In no event, shall Contractor install any liner without a properly marked felt tube.
Contractor shall install the liner within forty-eight: (48) hours of cleaning the sewer. Contractor shall store the resin -impregnated tube under controlled temperature as recommended by the resin supplier. Contractor shall install the resin -impregnated tube either by ( 1) inversion u.ndera sufficient hydrostatic head to fully fill and line the interior of the sewer, or (2) by pulling through the sewer and inflating through inverting a bladder inside the resin - impregnated tube under a sufficient hydrostatic head for expanding the. bladder and tube against the sewer pipe wall.
3. Contractor shall ensure the outer layer of the pulled tube is perforated to allow surplus resin to press: against the pipe wall.
4. Contractor shall closely regulate the hydrostatic head being applied.
Contractor shall utilize either an end -stop or hold back mechanism to prevent the resin impregnated tube from protrudinginto the.adjacent sections of sewer, which are not designated to be lined.
D. Service Connecfions and End Seals
1. Contractor shall reconnect existing sewer laterals. After CIPP installation, Contractor shall cut off flush of the ends of the liner with the main sewer pipe and seal the manhole walls If a manhole has been lined through, cut the top half of the liner even with the top of the shelf. Contractor shall seal the ends ofthe liner with a. material that will bond to both the liner and the host pipe.
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2. Contractor shall ensure the sealant material is suitable for continuous immersion in water and shall be resistant to a corrosive sewer environment.
Contractor shall ensure the sealant provides a smooth transition from the host pipe to the liner and does not reduce the. inside diameter of the liner.
E. Repair and Reiection
Contractor shall perform a post CCN inspection to review the finished liner for defects. Contractor shall repair all defects found in the finished liner, including core sample holes, foreign inclusions, dry spots; pinholes, wrinkles, fins, delamination, deflections, sags, and voids between the liner and pipe. Contractor shall perform. other repairs, as determined by the City Engineer and include grinding, cutting, and removing the defective areas, relining, replacing with the same resin mixture, and filling voids by injecting the resin mixture.
F. Maintaining Service.
1. Contractor shall maintain sewer service to all existing property.
G.
2. Contractor may interrupt sewer service. However, the interruption shall only be fora maximum of six (6) hours to each property being served during the actual placing of the (CIPP) lining. Contractor shall minimize sewer service interruption to a single reach between two (2) adjacent manholes. In no event, shall. therebe multiple sewer service interruptions (mo.re than one ( 1) reach at any giving time).
3. Contractor shall contact and notify each property with interrupted sewer service in person and in writing (telephone notice shall not be acceptable), at leastfour (4) working days prior to each actual interruption. Contractor shall include the actual hours that sewer service will be interrupted in the notice and provide a separate notice for each service interruption.
Prior to fabricating the felt tube, Contractor shall conduct a field verification of the pipe diameter and length of the existing sewer to ensure that the tube will have sufficient wall thickness and length to cover the entire reach of lining operation via CCTV.
After cleaning and (preliminary inspection of the number and location of the house connection laterals, Contractor shall perform a CCTV in to ensure that the sewer is ready to be lined and verify the number and location and status of all the existing connection laterals. In the event Contractor identifies root intrusion, Contractorshall remove roots prior to fabricating the felt tube.
12 0
H. Work Product
Contractor shall provide all work product for review and approval by the City.
Contractor shall revise the work product until the City accepts it. This shall be done at no additional charge.
1: Upon the City's written approval of the Task Proposal, Contractor shall commence services for the task. Any language that does not. pertain to the scope of work, compensation, or duration of agreement shall be deemed extraneous and not incorporated within this Agreement.
2. Contractor shall identify any subcontractor(s) and include the work of subcontractors in the proposed scope ofwork. Contractor shall not replace the subcontractor for the task without the prior written approval of the City.
3. Contractor shall provide a task number for the City approved task.
4. Contractor complete the task(s) and present all deliverables to the City by the completion date provided to City.
5, During performance of the services, Contractor shall provide a bi-weekly written summary of progress on all on- call services to keep the City updated as to the status of performance. Contractor shall either draft a report or deliver an email to the City's designated project manager.
Additional Services
Contractor shall perform duties associated with the maintenance of existing sewer and stormdrain pipes outside of the CIPP liner installation, which shall include, but not be limited to miscellaneous grouting of pipe voids, pipe slurry and abandonment, manhole and vault liner repair and maintenance, and lateral intrusion of CIPP liner removal items. The services shall be described Contractor' s Task Proposal and billed in accordance with the hourly rates provided in Exhibit "C"..
II. CITY'S DUTIES
City will perform the following services.
A. City will provide a written task request with a description of the work to be performed for the task, and the time desired for completion.
B. City, in its sole discretion, may approve, modify or reject the Contractor's Task Proposal.
C. Notwithstanding anything described herein, in the event Article XlX of the City Charter and Chapters 6 and 6. 1 of Title 2 of the Redondo Beach. Municipal Code apply to the work described herein, the Contract& shall not be authorized to perform the subject work under this Agreement.
13 EXHIBIT " B"
SCHEDULE OF PERFORMANCE
TERM. The term of this Agreement shall commence on April 16, 2019 and continue through April 15, 2024 ("Term"), unless otherwise terminated as herein provided.
Contractor shall perform the services in accordance with the schedule in each Task Proposal.
14 EXHIBIT " C"
COMPENSATION
Provided Contractor is not in default under this Agreement, Contractor shall be compensated as provided below.
AMOUNT. Contractor shall perform the work for all City approved Task Proposal( s) in accordance with the following rate schedule, which is hereby incorporated. The rate schedule includes the unit cost for CIPP liners and any related work, as described in Exhibit "A". There shall be no additional cost, except for the cost of mobilization, traffic control, and hourly rates for work not related to CIPP liners, as described below.
A. CIPP Installation
1. CIPP Installation -Price. Per Linear Foot— Stormdrain Cost Description Inches
Repair Length 12" 15" 18" 21" 24"
0-160 feet 175 185 190 195 20-.0-
101- 150 feet 120 130 140 145 150
151- 200 Feet 100 110 120 125 130
201- 250 Feet 80 95 115 120 125
250 + feet 60 70 75H100
2. CIPP Installation Price. Per Linear Foot — Wastewater System Cost Description Inches
Repair Length 8" 10" 12"
07100 feet 120 165 186
101- 150 feet 105 125 130
151- 200 Feet 70 160 110
201- 250 Feet 50 75 90
25b + feet 1 $ 30 50 1 $ 75
B. Not Related to CIPP Liners
1. Mobilization and Traffic Control
Descri tion. Cost_
Not to Exceed
Amount. " NTE"
Mobilization Cost plus 10% 2,500/service request
Traffic Control Cost plus 106/6 1 $ 1, 900/ daily
15 2. Hourly Rates for Work -Not Related to CIPP Liners Description Hourly
Rate
Normal Business Hours ( M -F, 7AM:to413M) 200
After Hours Rate 225
Weekend Hourly Rate 225
Holiday Hourly Rate 250
C. Increase
Contractor may request an increase to the unit:and hourly rates in accordance with the Consumer Price index for all urban consumers in the Los Angeles, Long Beach, and Anaheim as published by the Bureau of Labor Statistics. However, no increase shall be effective wiithoutthe written approval of the City.
II. NOT TO EXCEED AMOUNT. In no event shall the total amount paid to Contractor, exceed $ 1, 870,000 during the term of'this Agreement. Annual fiscal not exceed amounts are as follows.
FY budget
Wastewater
NTE Fundin
Stormdrain
NTE Funding
FY 2018/2019 0 120,000_
FY 2019/2020 150,000 200,000
FY 2020/2021 150,000 200,000
FY 2021/ 2022 150,000 200,000
FY 2022/2023 150,000 200,000
FY 2023/2024 150,000 200,000
Subtotals 750,0001 1, 120,000
Total NTE Amount 1, 870,000
III. METHOD OF PAYMENT. Contractor shall provide monthly invoices to City for approval and payment for those services performed in the month prior to invoice submission.. Invoices must include the following information.
A. Task number.
B. All personnel who performed work on the Task Proposal.
C. Description of the work performed..
D. Number of hours worked.
E. Hourly rate.
F. All City approved and documented subcontractor invoices.
G. If applicable, expenses incurred
Invoices must be itemized, adequately detailed, based on accurate records, in a form reasonably satisfactory to City, and attach the prior written authorization of the City and copies of receipts to substantiate expense requests. Contractor maybe 16 required to provide back-up material upon request. if no work is performed in a given month, no invoice is required.
Within the approved amount for each City approved Task Proposal, a portion of the amount from the line item of the task may be allocated to another line item task so long as the total amount approved does not exceed the limits described in this Exhibit "C" and the City has provided written approval.
IV. SCHEDULE FOR PAYMENT. City agrees to pay Contractor within thirty days of City's receipt of Contractor's monthly invoice, provided that services are completed to the City's reasonable satisfaction and the City does not dispute the amount.
V. NOTICE. Written notices to City and Contractorshall be given by registered or certified mail, postage prepaid and addressed to or personally served on the following parties.
Contractor: Sancon Technologies, Inc.
5841 Engineer Drive
Huntington Beach, CA 92649
Attention: Chuck Parsons
City: City of Redondo Beach
Public Works Department, Engineering Division
415 Diamond Street
Redondo Beach, CA 90277
Attention: City Engineer
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. 17 p
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 claimsfor injuries to persons or damages to property which may arise from or in connection with the performance of the work.hereunderby the Contractor, its agents, representatives, oremployees.
MinimumScope 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 Contractorshall provide a financial guarantee satisfactory to the. City guaranteeing payment of losses and related investigations, claim administration and defense expenses.
18 t PWAIM
Other Insurance: Provisions
The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:
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 ofwork 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 Contractors 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 ofproperinsurance 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.
19 aaoeoo4 d
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 rightto require complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications at any time.
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 Manaaenient
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.
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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 ofSection 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 bjR 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. aforernentioned 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. 21 @Zvi
8. Contractor acknowledges that eight (8) hours labor constitutesa 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 181.5, 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 112 times the basic rate of pay.
9.. California Labor CodeSections 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'Califom_ia 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 self-insurance in accordance with the provisions of thatcode, 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 1.860 and 3700, and Contractor shall include in the written contract between It and each subcontractor a copy of thosestatutory provisions and a requirement that each subcontractor shall complywith those statutory provisions. Contractor shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractors 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 specked prevailing rat@ of wages.
Contractorshall diligently take corrective action to halt orrectify 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 anywork 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. 22 aa 4
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141 CERTIFICATE OF LIABILITY INSURANCE DATE IMMIDDf/YYYI 03/ 27/2019
THIS CERTIFICATE IS ISSUED: AS A MATTER OF INFORMATION ONLYAND 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 REPRESENTATIVEOR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the pollcy(les) must haveADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the temp 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 endomement(s).
PRODUCER CONTACT CANE: Pamela De Guzman
ONE. ( 800) 578=8802 - Pom58.
CA
5700
License #
Canoga
Associales
0814733
Ave. #
Insurance
400
Brokers
ADDRESS:
P5eguzman@PomsAssoc.
INSURERS
PomsAssoccom -
AFFORDING
com
COVERAGE
FAX Al Me): ( 818) 449-
NAIC0
Woodland Hills _ _ CA 9.1367 INSURERA: Admiral Insurance 24856 - INSURED INSURER B: Ohio Casualty Insurance Company - . 24074 Sanson Technologies, Inc. INSURER C: StateCompensation Insurance Fund 35076 5841 Engineer Drive INSURER o :
INSURER E:
Huntington Beach CA 92649 ANSURERF:
COVERAGES CERTime-ATF unisnacli• 18- 19 GOBAU/XSMX oCG141inu uuMnco.
THIS IS TODERTIFV THATTHE POLICIES OFINSURANCE .LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAV PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITSSHOWN MAY HAVE BEEN REDUCED BY PATO CLAIMS.
LTR TYPE OF INSURANCE INSD VOID POLICYNUMBER IMMIDDNYYYI CIPMADOMY)nLIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE 5 1,000,000 CLAIMS -MADE © OCCUR PREMISES Eao ,, ence S 100; 000
MED EXP (My one run) s 10. 000
PERSONAL& ADV INJURY S 1. 000,000 A Y FEIECC2281002 07/03/2018 10/ 01/ 2019 GEN'L AGGREGATE LIMIT APPUES PER: GENERALAGGREGATE S 2. 000,000 PRO
POLICY © F] LOC PRODUCTS- COMP/OP AGG S 2.000,000
OTHER E
I
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT S 1. 000.000 Ea a udenl
ANYAUTO BODILY INJURY ( Per nemon) E
B
OWNED SCHEDULED
AUTOSONLY AUTOS
Y BAA1956177090 07/01/ 2018 07/01/ 2019 BODILY INJURY IPer a enD E HIRED NON- O`AMED PROPERTY DAMAGE S
AUTOSONLY AUTOS ONLY Perna Idem
Comp 1, 000 Coll 1. 000 Medical payments s 5. 000
UMBRELLA LIAO OCCUR EACH OCCURRENCE $ 5. 000,000
A EXCESS LIAR CLAIMS -MAGE FEIEXS2281102 07/03/2018 10/ 01/ 2019 AGGREGATE s 5. 000,000
DED I I RETENTION E I S
WORKERSCOMPENMnON PER OTH
AND EMPLOYERS' LIABILITY - X
YIN
STATUTE FOR
Q E. L. EACHACCIOENT. E 1, 000,000 ANY OFFICERR• PROPRIETORIPARTNERIEXECUTIVE AEMBER EXCLUDED? MIA 9018172-18 07/ 13/ 2018 07/ 13/ 2019 E. L_ DISEASE - EA EMPLOYEE. $ Mandatory 1. 000,000 in NH) It yes, deecddeunder
DESCRIPTION OF OPERATIONS mt. E. L. DISEASE- POLICY. LIMIT S 1, 000,000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES IACORD 101, Atldlflonal Remarks 9eNeduls, may be eHxMd II mora eeett le repaired) RE: Job RT79084 - Annual As -Needed Contract for the Maintenance and Repair of the Stormdrain and Wastewater Conveyance Systems The City of Redondo Beach, its officers, elected and appointed officials, employees, and volunteers are Included as Additional Insured, Said Insurance is Primary Non-Odntdbutory. Additional Insured Endorsements per attached. Cancellation Provision also enclosed.
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 Redondo Beach .. 415 Diamond Street -- - -- - - --' - - -- _ _
AUTHORIZED_ REPRESENTATIVE'
Redondo Beach CA 90277 r
ACORD 26 (2016103) The ACORD name and logo are registered marks of ACORD dq:' ET Sancon Technologies, Inc.
Endorsement Number: 30
Additional Insured — Owners, Lessees or Contractors —
Completed Operations
This endorsement,.effective 7/ 3/ 2018 attaches to and forms a part of Policy Number FEI- ECC' 22810- 02. This endorsement changes the Policy. Please read it carefully.
In consideration of an additional premium of $Applied, this endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
SCHEDULE
Name OfAdditional Insured Person( s)
Or O anizaiion s :
Location An_d Description OfCom_ pleted
Operations
Any person( s) or organization( s) whom the Named Insured Those project locations where this agrees, in a written contract, to name as an additional insured. endorsement is required by contract.
However, this status exists only for the project specified in that contract.
Information required to.complete this Schedule. if not shown abovc..will be shown in the Declarations.
A. Section 11 - Who Is An Insured is amended to include as an additional insured the person( s) or organization( s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by " your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the " products -completed operations hazard".
However:
I. The insurance afforded to such additional insured only applies to the extent permitted by law: and
2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured.
CG 20 37 0413 © ISO Properties, Inc., 2016
Sancon Technologies, Inc.
Endorsement Number: 30
B. With respect to the insurance afforded to these additional insureds, the following is added to Section III - Limits Of Insurance:
If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance:
1. Required by the contract or agreement: or
2. Available under the applicable Limits of Insurance shown in the Declarations;
whichever is less.
This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations.
CG 20 37 04 13 © ISO Properties, Inc., 2016
Sancon Technologies, Inc.
Endorsement Number: 16
Automatic Primary and Non -Contributory
Insurance Endorsement
Designated Work Or Project(s)
This endorsement, effective 7/ 3/ 2018 attaches to and forms a part of Policy Number PEI -ECC -22810- 02. This endorsement changes the Policy. Please read it carefully.
This endorsement modifies insurance provided under the Coverage Part( s) indicated below:
COMMERCIAL GENERAL LIABILITY COVERAGE.
CONTRACTORS POLLUTION LIABILITY COVERAGE
SCHEDULE
Name of Person or Organization:
Any person( s) or organization( s) whom the Nained Insured agrees, in a written contract, to provide Primary and/ or Non-contributory status of this insurance.
However, this status exists only for the project specified in that contract.
In consideration of an additional premium of A lied and notwithstanding anything contained in this policy to the contrary, it is hereby agreed that this policy shall be considered primary to any similar insurance held by third parties in respect to work performed by you under any written contractual agreement with such third party. It is further agreed that any other insurance which the person( s) or organization( s) named in the schedule may have is excess and noncontributory to this insurance.
ECC -548-0317
Sancon Technologies, Inc.
Endorsement Number: 1
amaa mer
Common Policy Conditions Endorsement
This endorsement, effective 7/ 3/ 2018 attaches to and forms a part of Policy Number FEI- EXS- 22811- 02. This endorsement changes the Policy. Please read it carefully.
In consideration of the premium charged, and notwithstanding anything contained in this policy to the contrary, it is hereby agreed that all coverage parts included in this policy are subject to the following conditions:
A. CANCELLATION
The named insured may cancel this policy by mailing to the Company written notice stating when thereafter such cancellation shall become effective. The Company may cancel this policy by mailing to the named insured, at the mailing address specified the Declarations, written notice stating when not less than thirty ( 30) days thereafter such cancellation shall become effective, except in the event of the named inured" nonpayment ofpremium, not less than ten ( 10) days advance notice of cancellation shall be given. The mailing of notice as aforesaid, shall be sufficient proof of either party's intent to cancel. The effective date of cancellation specified in such notice shall terminate this policyperiod.
Delivery of such notice shall be equivalent to mailing.
If the named. insured cancels, the earned premium shall be computed in accordance with the customary short rate table. If the Company cancels, the earned premium shall be computed pro rata. The Company will tender any return premium subject to retaining a minimum earned premium equal to 25% of the amount specified in the Declarations.
Premium adjustment may be made either at the time cancellation is effective or as soon as practicable thereafter, but tender of the unearned premium or return of this policy, shall not be conditions precedent to cancellation hereunder.
B. CHANGES
No provision of this policy may be amended. waived or otherwise changed, except by endorsement hereto.
EXS-211- 0712
COMMERCIAL AUTO
CA 88 10 01 13
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
BUSINESS AUTO COVERAGE ENHANCEMENT ENDORSEMENT
This endorsement modifies insurance provided under the following:
BUSINESS'AUTO COVERAGE FORM
With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement.
COVERAGE INDEX
SUBJECT PROVISION NUMBER
ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT 3
ACCIDENTAL AIRBAG DEPLOYMENT 12
AMENDED DUTIES INI THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS 19 AMENDED FELLOW EMPLOYEE EXCLUSION 5
AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE 13 BROAD FORM INSURED 1
BODILY INJURY REDEFINED 22
EMPLOYEES AS INSUREDS (including employee hired auto) 2 EXTENDED CANCELLATION CONDITION 23
EXTRA EXPENSE — BROADENED COVERAGE 10
GLASS REPAIR — WAIVER OF DEDUCTIBLE 15
HIRED AUTO PHYSICAL DAMAGE ( including employee hired auto and loss of use) 6 HIRED AUTO COVERAGE TERRITORY 20
LOAN / LEASE GAP 14
PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) 16 PERSONAL EFFECTS COVERAGE 11
PHYSICAL DAMAGE — ADDITIONAL TRANSPORTATION EXPENSE COVERAGE 8 RENTAL REIMBURSEMENT 9
SUPPLEMENTARY PAYMENTS 4
TOWING AND LABOR 7
TWO OR MORE DEDUCTIBLES 17
UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS 18
WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US 20 SECTION II — LIABILITY COVERAGE is amended as follows
1. BROAD FORM INSURED
SECTION II — LIABILITY COVERAGE, paragraph A.1. — WHO IS AN INSURED is amended to include the following as an insured:
d. Any legally incorporated entity of which you own more than 50 percent of the voting stock during the policy period. However, "insured" does not include any organization that:
1) Is a partnership or joint venture; or
2) Is an insured under any other automobile policy; or
3) Has exhausted its Limit of Insurance under any other automobile policy.
Paragraph d. ( 2) of this provision does not apply to a policy written to apply specifically in excess of this policy.
P. Any organization you newly acquire or form, other than a partnership or joint venture, of which you own more than 50 percent of the voting stock. This automatic coverage is afforded only for 180 days from the date of acquisition or formation. However, coverage under this provision does not apply:
1) If there is similar insurance or a self-insured retention plan available to that organization; 2013 Liberty Mutual Insurance
CA 88 10 01 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 7 2) If the Limits of Insurance of any other insurance policy have been exhausted; or 3) To " bodily injury" or " property damage" that occurred before you acquired or formed the organization.
2. EMPLOYEES AS INSUREDS
SECTION II — LIABILITY COVERAGE, paragraph A.I. —WHO IS AN INSURED is amended to include the following as an insured:
f. Any "employee" of yours while using a covered "auto" you do not own, hire or borrow, out only for acts within the scope of their employment by you. Insurance provided by this endorsement is excess over any other insurance available to any "employee".
g. An " employee" of yours while operating an " auto" hired or borrowed under a written contract or agreement in that " employee's" name, with your permission, while performing duties related to the conduct of your business and within the scope of their employment. Insurance provided by this endorsement is excess over any other insurance available to the " employee".
3. ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT
SECTION II — LIABILITY COVERAGE, paragraph A. 1. — WHO IS AN INSURED is amended to include the following as an insured:
h: Any person or organization with respect to the operation, maintenance or use of a covered " auto", provided that you and such person or organization have agreed in a written contract, agreement, or permit issued to you by governmental or public authority, to add such person, or organization, or governmental or public authority to this policy as an " insured".
However, such person or organization is an " insured":
1) Only with respect to the operation, maintenance or use of a covered " auto". 2) Only for " bodily injury" or " property damage" caused by an " accident' which takes place after you executed the written contract or agreement, or the permit has been issued to you; and
3) Only for the duration of that contract, agreement or permit
4. SUPPLEMENTARY PAYMENTS
SECTION II — LIABILITY COVERAGE, Coverage Extensions, 2.a. Supplementary Payments, paragraphs ( 2) and (4) are replaced by the following:
2) Up to $ 3,000 for cost of bail bonds ( including bonds for related traffic violations) required because of an "accident" we cover. We do not have to furnish these bonds. 4) All reasonable expenses incurred by the insured at our request, including actual loss of earnings up to 500 a day because of time off from work.
5. AMENDED FELLOW EMPLOYEE EXCLUSION
In those jurisdictions where, by law, fellow employees are not entitled to the protection afforded to the employer by the workers compensation exclusivity rule, or similar protection, the following provision is added:
SECTION II — LIABILITY, exclusion B. 5. FELLOW EMPLOYEE does not apply if the "bodily injury" results from the use of a covered "auto" you own or hire.
SECTION III — PHYSICAL DAMAGE COVERAGE is amended as follows:
6. HIRED AUTO PHYSICAL DAMAGE
Paragraph A.4. Coverage Extensions of SECTION III — PHYSICAL DAMAGE COVERAGE, is amended by adding the following:
If hired " autos" are covered "autos" for Liability Coverage, and if Comprehensive, Specified Causes oftoss or Collision coverage are provided under the Business Auto Coverage Form for any " auto' you own, then the Physical Damage coverages provided are extended to "autos":
a. You hire, rent or borrow; or
2013 Liberty Mutual Insurance
CA 88 10 01 13 Includes copyrighted material of Insurance Services Office. Inc., with its permission. Page 2 of 7 b. Your "employee" hires or rents under written contract or agreement in that "employee's" name, but only if the damage occurs while the vehicle is being used in the conduct of your business, subject to the following limit and deductible:
A. The most we will pay for "loss" in any one "accident' or "loss" is the smallest of:
1) $ 50,000; or
2) The actual cash value of the damaged or stolen property as of the time of the "loss or 3) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality, minus a deductible.
B. The deductible will be equal to the largest deductible applicable to any owned " auto" for that coverage.
C. Subject to the limit, deductible and excess provisions described in this provision, we will provide coverage equal to the broadest coverage applicable to any covered " auto" you own.
D. Subject to a maximum of $1, 000 per " accident", we will also cover the actual loss of use of the hired auto" if it results from an " accident', you are legally liable and the lessor incurs an actual financial loss.
E. This coverage extension does not apply to:
1) Any "auto" that is hired, rented or borrowed with a driver; or 2) Any "auto that is hired, rented or borrowed from your "employee".
For the purposes of this provision, SECTION V — DEFINITIONS is amended by adding the following:
Total loss" means a "loss" in which the cost of repairs plus.the salvage value exceeds the actual cash value.
T. TOWING AND LABOR
SECTION III - PHYSICAL DAMAGE COVERAGE, paragraph A. 2. Towing, is amended by the addition of the following:
We will pay towing and labor costs incurred, up to the limits shown below, each time a covered " auto" classified and rated as a private passenger type, "light.truck" or" medium truck" is disabled:
For private passenger type vehicles, we will pay up to $ 50 per disablement. b. For " light trucks", we will pay up to $ 50 per disablement. " Light trucks" are trucks that have a gross vehicle weight.(GVW) of 10, 000 pounds or less.
C. For "medium trucks" , we will pay up to $ 150 per disablement. " Medium trucks" are trucks that have a gross vehicle weight (GV* of 10,001 — 20,000 pounds.
However, the labor must be performed at the place of disablement.
8. PHYSICAL DAMAGE - ADDITIONAL TRANSPORTATION EXPENSE.COVERAGE Paragraph AA.a., Coverage Extension of SECTION III — PHYSICAL DAMAGE COVERAGE, is amended to provide a limit of $50 per day and a maximum limit of $1, 500 2013 Liberty Mutual Insurance
CA 88 10 01 13 Includes copyrighted material of Insurance Services Once, Inc., with its permission. Page 3 of
9. RENTAL REIMBURSEMENT
SECTION III — PHYSICAL DAMAGE COVERAGE, A. COVERAGE, is amended by adding the following:
a. We will pay up to $ 75 per day for rental reimbursement expenses incurred by you for the rental of an auto" because of " accident" or " loss", to an " auto" for which we also pay a " loss" under Comprehensive, Specified Causes of Loss or Collision Coverages. We will pay only for those expenses incurred after the first 24 hours following the" accident" or "loss" to the covered "auto." b. Rental Reimbursement will be based on the rental of a comparable vehicle, which in many cases may be substantially less than $ 75 per day, and will only be allowed for the period of time it should take to repair or replace the vehicle with reasonable speed and similar quality, up to a maximum of.30 days.
C. We will also pay up to $ 500 for reasonable and necessary expenses incurred by you to remove and replace your tools and equipment from the covered "auto". d. This coverage does not apply unless you have a business necessity that other " autos" available for your use and operation cannot fill.
e. If "loss" results from the total theft of a covered "auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided under Paragraph 4. Coverage Extension.
f. No deductible applies to this coverage.
For the purposes of this endorsement provision, materials and equipment do not include " personal effects" as defined in provision 11.
10. EXTRA EXPENSE - BROADENED COVERAGE
Under SECTION III — PHYSICAL DAMAGE COVERAGE, A. COVERAGE, we will pay for the expense of returning a stolen covered "auto" to you. The maximum amount we will pay is $ 1, 000.
11. PERSONAL EFFECTS COVERAGE
A. SECTION III - PHYSICAL DAMAGE COVERAGE', A. COVERAGE, is amended by adding the following:
If you have purchased Comprehensive Coverage on this policy for an " auto" you own and that "auto" is stolen, we will pay, without application of a deductible, up to $600 for "personal effects" stolen with the "auto." The insurance provided under this provision is excess over any other collectible insurance.
B. SECTION V — DEFINITIONS,is amended by adding the following:
For the purposes of this provision, " personal effects" mean tangible property that is worn or carried by an insured." " Personal effects" does not include tools, equipment, jewelry, money or securities.
12. ACCIDENTAL AIRBAG DEPLOYMENT
SECTION III - PHYSICAL DAMAGE COVERAGE, B. EXCLUSIONS is amended by adding the following:
If you have purchased Comprehensive or Collision Coverage under this policy, the exclusion for "loss" relating to mechanical breakdown does not apply to the accidental discharge of an airbag.
Any insurance we provide shall be excess over any other collectible insurance or reimbursement by manufacturer's warranty". However, we agree to pay any deductible applicable to the other coverage or warranty.
13. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE SECTION III — PHYSICAL DAMAGE COVERAGE, B. EXCLUSIONS, exception paragraph a. to exclusions
4.c. and 4.d. is deleted and replaced with the following:
2013 Liberty Mutual Insurance
CA 88 10 0113 Includes copyrighted material of Insurance Services Office. Inc.. with its permission. Page 4 of 7 Exclusion 4.c. and 4.d. do not apply to:
a. Electronic equipment that receives or transmits audio, visual or data signals, whether or not designed solely for the reproduction of sound, if the equipment is permanently installed in the covered " auto" at the time of the " loss" and such equipment is designed to be solely operated by use of the power from the " auto's" electrical system, in or upon the covered " auto" and physical damage coverages are provided for the covered "auto"; or
If the " loss" occurs solely to audio, visual or data electronic equipment or accessories used with this equipment, then our obligation to pay for, repair, return orreplace damaged or stolen property will be reduced by a $ 100 deductible.
14. LOAN I LEASE GAP COVERAGE
A. Paragraph C., LIMIT OF INSURANCE of SECTION III — PHYSICAL DAMAGE COVERAGE is amended by adding the following:
The most we will pay for a " total loss" to a covered " auto" owned by or leased to you in any one accident" is the greater of the:
Balance due under the terms of the loan or lease to which the damaged covered " auto" is subject at the time of the "loss" less the amount of:
a. Overdue payments and financial penalties associated with those payments as of the date of the "loss",
b. Financial penalties imposed under a lease due to high mileage, excessive use or abnormal wear and tear,
C. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or tease,
d. Transfer or rollover balances from previous loans or leases, e. Final payment due under a "Balloon Loan",
f. The dollar amount of any unrepaired damage which occurred prior to the "total loss" of a covered "auto",
g. Security deposits not refunded by lessor,
h. All refunds payable or paid to you as a result of the early termination of a lease agreement or as a result of the early termination of any warranty or extended service agreement on a covered "auto",
I. Any amount representing taxes,
j. Loan or lease termination fees; or
2. The actual cash value of the damage or stolen property as of the time of the "loss".
An adjustment for depreciation and physical condition will be made in determining the actual cash value at the time of the "loss". This adjustment is not applicable in Texas.
B. ADDITIONAL CONDITIONS
This coverage applies only to the original loan for which the covered " auto' that incurred the loss serves as collateral, or lease written on the covered "auto" that incurred the loss.
C. SECTION V — DEFINTIONS is changed by adding the following:
As used in this endorsement provision, the following definitions apply:
Total loss" means a "loss" in which the cost of repairs plus the salvage value ez_ceeds the actual cash value.
A "balloon loan" is one with periodic payments that are insufficient to repay the balance over the term of the loan, thereby requiring a large final payment.
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CA 88 10 01 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 7 1s. GLASS REPAIR- WAIVER OF DEDUCTIBLE
Paragraph D. Deductible of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by the addition of the following:
No deductible applies to glass damage if the glass is repaired rather than replaced.
16. PARKED AUTO COLLISION COVERAGE {WAIVER OF DEDUCTIBLE) Paragraph D. Deductible of SECTION III — PHYSICAL DAMAGE COVERAGE is amended by the addition of the following:
The deductible does not apply to " loss" caused by collision to such covered " auto' of the private passenger type or lightweight truck with a gross vehicle weight of 10,000 lbs. or less as defined by the manufacturer as maximum loaded weight the "auto" is designed to carry while it is:
a. In the charge of an " insured";
b. Legally parked; and
c. Unoccupied.
The "loss" must be reported to the police authorities Within 24 hours of known damage.
The total amount of the damage to the covered "auto' must exceed the deductibleshown in the Declarations.
This provision does not apply to any " loss" if the covered " auto" is in the charge of any person or organization engaged in the automobile business.
17.. TWO OR MORE' DEDUCTIBLES
Under SECTION III PHYSICAL DAMAGE COVERAGE, if two or more company policies or coverage forms apply to the same accident, the following applies to paragraph D. Deductible:
a. If the applicable Business Auto deductible is the smaller (orsmallest) deductible it will be waived; or b. If the applicable Business Auto deductible is not the smaller (or smallest) deductible it will be reduced by the amount of the smaller (or smallest) deductible; or C. If the loss involves two or more Business Auto coverage forms or policies the smaller ( or smallest) deductible will be waived.
For the purpose of this endorsement company means any company that, is part of the Liberty Mutual Group.
SECTION -IV — BUSINESS AUTO CONDITIONS is amended as follows:
18. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS
SECTION IV- BUSINESS AUTO CONDITIONS, Paragraph B.2. is amended by adding the following:
If you unintentionally fail to disclose any hazards, exposures or material facts existing as of the inception date or renewal date of the Business Auto Coverage Form, the coverage afforded liy this policy will riot be prejudiced.
However, you must report the undisclosed hazard of exposure as soon as practicable after its discovery, and we have the right to collect additional premium for any such hazard orexposure.
19. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM; SUIT, OR LOSS SECTIONIV — BUSINESS AUTO CONDITIONS, paragraph.A.2.a. is replaced in its entirety by the following:
a. In the event of "accident", claim, " suit" or "loss", you must promptly notify us when it is known to:
1. You, if you are an individual;
2. A partner, if you are a partnership;
3. Member, if you are a limited liability company;
4. An executive officer or the " employee" designated by the Named Insured to give such notice, if you are a corporation.
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CA 88 10 01 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 6 of 7 To the extent possible, notice to us should include:
1) How, when and where the "accident" or "loss" took place, 2) The "insureds" name and address, and
3) The names and addresses of any injured persons and witnesses.
20. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US SECTION IV — BUSINESS AUTO CONDITIONS, paragraph A.S., Transfer of Rights of Recovery Against Others to Us, is amended by the addition of the following:
If the person or organization has waived those rights before an " accident" or ' loss", our rights are waived also.
21. HIRED AUTO COVERAGE TERRITORY
SECTION IV - BUSINESS AUTO CONDITIONS, paragraph B.7., Policy Period, Coverage Territory, is amended by the addition of the following:
f. For " autos" hired 30 days or less, the coverage territory is anywhere in the world, provided that the insured' s responsibility to pay for damages is determined in a " suit", on the merits, in the United States, the.territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to.
This extension of coverage does not apply to an " auto" hired, leased, rented or borrowed with a driver SECTION V - DEFINITIONS is amended as follows:
22. BODILY INJURY REDEFINED
Under SECTION V — DEFINTIONS, definition C. is replaced by the following:
Bodily injury" means physical injury, sickness or disease sustained by a person, including mental anguish, mental injury, shock, fright or death resulting from any of these at any time.
COMMMON POLICY CONDITIONS
23. EXTENDED CANCELLATION CONDITION
COMMON POLICY CONDITIONS, paragraph A.— CANCELLATION condition applies except as follows:
If we cancel for any reason other than nonpayment of premium, we will mail to the first Named Insured written notice of cancellation at least 60 days before the effective date of cancellation. This provision does not apply in those states which require more than 60 days prior notice of cancellation. 2013 Liberty Mutual Insurance
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