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Monaco Mechanical Inc dba All Area Services - FY2026-029
01203.0006/770637.1 PUBLIC WORKS AGREEMENT By and Between CITY OF RANCHO PALOS VERDES and MONACO MECHANICAL INC. d/b/a ALL AREA SERVICES Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA 01203.0006/770637.1 AGREEMENT FOR PUBLIC WORKS SERVICES BETWEEN THE CITY OF RANCHO PALOS VERDES AND MONACO MECHANICAL INC. d/b/a ALL AREA SERVICES THIS AGREEMENT FOR PUBLIC WORKS SERVICES (herein “Agreement”) is made and entered into on July 1, 2025, by and between the City of Rancho Palos Verdes, a California municipal corporation (“City”) and MONACO MECHANICAL INC., a California corporation, d/b/a ALL AREA SERVICES CONTRACTING CORPORATION (“Contractor”). City and Contractor may be referred to, individually or collectively, as “Party” or “Parties.” RECITALS A. City and Contractor entered into that certain Agreement for Professional Services dated February 1, 2020 (“Agreement”), whereby Contractor agreed to provide maintenance, repair, and replacement services to the City’s Facilities and properties, including plumbing related components and grinder pumps, for the Abalone Cove Sewer System (the “Services”), for a Term of 3 years and a Contract Sum of $180,000. The Agreement provided for 3 additional one-year extensions at the City’s discretion. B. City and Contractor then amended the Agreement to exercise all three one-year extensions for a new termination date of January 31, 2026 and add $300,000 in additional compensation, not to exceed $100,000 annually, for the period February 1, 2023 to January 31, 2026, for a new Contract Sum of $480,000 C. Pursuant to the City of Rancho Palos Verdes Municipal Code, the City has the authority to enter into and execute this Agreement. D. The Parties now desire to formalize a separate on call agreement of the selection of Contractor for performance of those services defined and described particularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein whereby the Contractor agreed to Plumbing repairs related services for a one (1) year Term Beginning in July 1, 2025 and expiring June 30, 2026, for a Contract Sum of $75,000 for emergency work performed related to the emergency slide area. Annual compensation is not to exceed $75,000. OPERATIVE PROVISIONS NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows: ARTICLE 1. WORK OF CONTRACTOR 1.1 Scope of Work. In compliance with all terms and conditions of this Agreement, the Contractor shall provide those services specified in the “Scope of Work” attached hereto as Exhibit “A” and incorporated herein by this reference, which may be referred to herein as the “services” or “work” Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA 01203.0006/770637.1 hereunder. As a material inducement to the City entering into this Agreement, Contractor represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the work required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Contractor shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Contractor covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase “highest professional standards” shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. 1.2 Bid Documents. The Scope of Work shall include the “General Provisions” and “Special Provisions” in the bid documents for the project entitled Emergency Abalone Cove Sewer and Other Landslide Repairs FY 2025-26 Through FY 2026-2027, including any documents or exhibits referenced therein (collectively, “bid documents”), all of which are incorporated herein by this reference. In the event of any inconsistency between the terms of the bid documents and this Agreement, the terms of this Agreement shall govern. 1.3 Compliance with Law. Contractor shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered. 1.4 Compliance with California Labor Law. (a) Public Work. The Parties acknowledge that the work to be performed under this Agreement is a “public work” as defined in Labor Code Section 1720 and that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code relating to public works contracts and the rules and regulations established by the Department of Industrial Relations (“DIR”) implementing such statutes. The work performed under this Agreement is subject to compliance monitoring and enforcement by the DIR. Contractor shall post job site notices, as prescribed by regulation. (b) Prevailing Wages. Contractor shall pay prevailing wages to the extent required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at City Hall and will be made available to any interested party on request. By initiating any work under this Agreement, Contractor acknowledges receipt of a copy of the Department of Industrial Relations (DIR) determination of the prevailing rate of per diem wages, and Contractor shall post a copy of the same at each job site where work is performed under this Agreement. (c) Penalty for Failure to Pay Prevailing Wages. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA 01203.0006/770637.1 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 two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Contractor or by any subcontractor. (d) Payroll Records. Contractor shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Contractor and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform the City of the location of the records. (e) Apprentices. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. 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. (f) Eight-Hour Work Day. 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. (g) Penalties for Excess Hours. 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 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 eight (8) hours per day, and forty (40) hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than one and one-half (1½) times the basic rate of pay. (h) Workers’ Compensation. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees if it has employees. In accordance with the provisions of California Labor Code Section 1861, Contractor certifies as follows: “I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA 01203.0006/770637.1 comply with such provisions before commencing the performance of the work of this contract.” Contractor’s Authorized Initials ________ (i) Contractor’s Responsibility for Subcontractors. For every subcontractor who will perform work under this Agreement, Contractor shall be responsible for such subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code, and shall make such compliance a requirement in any contract with any subcontractor for work under this Agreement. Contractor shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a review of the certified payroll records of the subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Contractor shall diligently take corrective action to halt or rectify any such failure by any subcontractor. 1.5 Licenses, Permits, Fees and Assessments. Contractor shall obtain at its sole cost and expense such licenses, permits, registrations, and approvals as may be required by law for the performance of the services required by this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Contractor’s performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder. 1.6 Familiarity with Work. (a) By executing this Agreement, Contractor warrants that Contractor (i) has thoroughly investigated and considered the scope of work to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Contractor warrants that Contractor has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. (b) Contractor shall promptly, and before the following conditions are disturbed, notify the City, in writing, of any: (i) material Contractor believes may be hazardous waste as defined in Section 25117 of the Health & Safety Code required to be removed to a Class I, II, or III disposal site in accordance with existing law; (ii) subsurface, unknown or latent conditions, materially different from those indicated; or (iii) unknown physical conditions at the site of any unusual nature, different from those ordinarily encountered and generally recognized as inherent in work of the character provided for in this Agreement, and will materially affect the performance of the services hereunder. (c) City shall promptly investigate the conditions, and if it finds that the conditions do materially differ, or do involve hazardous waste, and cause a decrease or increase Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA 01203.0006/770637.1 in Contractor's cost of, or the time required for, performance of any part of the work, shall issue a change order per Section 1.10 of this Agreement. (d) In the event that a dispute arises between City and Contractor whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in Contractor's cost of, or time required for, performance of any part of the work, Contractor shall not be excused from any scheduled completion date set, but shall proceed with all work to be performed under the Agreement. Contractor shall retain any and all rights provided either by contract or by law, which pertain to the resolution of dispu tes and protests between the contracting parties. (e) City will compensate Contractor to the extent required by Government Code Section 4215 by issuing a change order per Section 1.10 of this Agreement. 1.7 Protection and Care of Work and Materials. The Contractor shall adopt reasonable methods, including providing and maintaining storage facilities, during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as caused by City’s own negligence. Stored materials shall be reasonably accessible for inspection. Contractor shall not, without City’s consent, assign, sell, mortgage, hypothecate, or remove equipment or materials which have been installed or delivered and which may be necessary for the completion of the work. 1.8 Warranty. Contractor warrants all work under the Agreement (which for purposes of this Section shall be deemed to include unauthorized work which has not been removed and any non-conforming materials incorporated into the work) to be of good quality and free from an y defective or faulty material and workmanship. Contractor agrees that for a period of one year (or the period of time specified elsewhere in the Agreement or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the work, whichever is later) after the date of final acceptance, Contractor shall within ten (10) days after being notified in writing by the City of any defect in the work or non-conformance of the work to the Agreement, commence and prosecute with due diligence all work necessary to fulfill the terms of the warranty at its sole cost and expense. Contractor shall act as soon as requested by the City in response to an emergency. In addition, Contractor shall, at its sole cost and expense, repair, remove and replace any portions of the work (or work of other contractors) damaged by its defective work or which becomes damaged in the course of repairing or replacing defective work. For any work so corrected, Contractor's obligation hereunder to correct defective work shall be reinstated for an additional one year period, commencing with the date of acceptance of such corrected work. Contractor shall perform such tests as the City may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of the Agreement. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of the Contractor. All warranties and guarantees of subcontractors, Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA 01203.0006/770637.1 suppliers and manufacturers with respect to any portion of the work, whether express or implied, are deemed to be obtained by Contractor for the benefit of the City, regardless of whether or not such warranties and guarantees have been transferred or assigned to the City by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of the City. In the event that Contractor fails to perform its obligations under this Section, or under any other warranty or guaranty under this Agreement, to the reasonable satisfaction of the City, the City shall have the right to correct and replace any defective or non -conforming work and any work damaged by such work or the replacement or correction thereof at Contractor's sole expense. Contractor shall be obligated to fully reimburse the City for any expenses incurred hereunder upon demand. 1.9 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. 1.10 Additional Work and Change Orders. (a) City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Work or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written change order is first given by the Contract Officer to the Contractor, incorporating therein any adjustment in (i) the Contract Sum, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor (“Change Order”). All Change Orders must be signed by the Contractor and Contract Officer prior to commencing the extra work thereunder. (b) Any increase in compensation of up to ten percent (10%) of the Contract Sum or $25,000, whichever is less; or any increase in the time to perform of up to one hundred eighty (180) days; and does not materially affect the Work and which are not detrimental to the Work or to the interest of the City, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. (c) Any adjustment in the Contract Sum for a Change Order must be in accordance with the rates set forth in the Schedule of Compensation in Exhibit “C”. If the rates in the Schedule of Compensation do not cover the type of work in the Change Order, the cost of such work shall not exceed an amount agreed upon in writing and signed by Contractor and Contract Officer. If the cost of the Change Order cannot be agreed upon, the City will pay for actual work of the Change Order completed, to the satisfaction of the City, as follows: (i) Labor: the cost of labor shall be the actual cost for wages of workers and subcontractors performing the work for the Change Order at the time such work is done. The use of labor classifications that would increase the cost of such work shall not be permitted. Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA 01203.0006/770637.1 (ii) Materials and Equipment: the cost of materials and equipment shall be at cost to Contractor or lowest current price which such materials and equipment are reasonably available at the time the work is done, whichever is lower. (iii) If the cost of the extra work cannot be agreed upon, the Contractor must provide a daily report that includes invoices for labor, materials and equipment costs for the work under the Change Order. The daily report must include: list of names of workers, classifications, and hours worked; description and list of quantities of materials used; type of equipment, size, identification number, and hours of operation, including loading and transportation, if applicable; description of other City authorized services and expenditures in such detail as the City may require. Failure to submit a daily report by the close of the next working day may, at the City’s sole and absolute discretion, waive the Contractor’s rights for that day. (d) It is expressly understood by Contractor that the provisions of this Section 1.10 shall not apply to services specifically set forth in the Scope of Work. Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Work may be more costly or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors. (e) No claim for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed. 1.11 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the “Special Requirements” attached hereto as Exhibit “B” and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit “B” and any other provisions of this Agreement, the provisions of Exhibit “B” shall govern. ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT. 2.1 Contract Sum. Subject to any limitations set forth in this Agreement, City agrees to pay Contractor the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed $75,000 (Seventy Five Thousand Dollars) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.10. 2.2 Method of Compensation. The method of compensation may include: (i) a lump sum payment upon completion; (ii) payment in accordance with specified tasks or the percentage of completion of the services less the contract retention; (iii) payment for time and materials based upon the Contractor’s rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, (b) contract retention is maintained and (c) the Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA 01203.0006/770637.1 Contract Sum is not exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation. 2.3 Reimbursable Expenses. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Contractor at all project meetings reasonably deemed necessary by the City. Coordination of the performance of the work with City is a critical component of the services. If Contractor is required to attend additional meetings to facilitate such coordination, Contractor shall not be entitled to any additional compensation for attending said meetings. 2.4 Invoices. Each month Contractor shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City’s Director of Finance. By submitting an invoice for payment under this Agreement, Contractor is certifying compliance with all provisions of the Agreement. The invoice shall contain all information specified in Exhibit “C”, and shall detail charges for all necessary and actual expenses by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-contractor contracts. Sub-contractor charges shall also be detailed by such categories. Contractor shall not invoice City for any duplicate services performed by more than one person. City shall, as soon as practicable, independently review each invoice submitted by the Contractor to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Contractor which are disputed by City, or as provided in Section 7.3, City will cause Contractor to be paid within thirty (30) days of receipt of Contractor’s correct and undisputed invoice; however, Contractor acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event that City does not cause Contractor to be paid within thirty (30) days of receipt of an undisputed and properly submitted invoice, Contractor shall be entitled to the payment of interest to the extent allowed under Public Contract Code Section 20104.50. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Contractor, not later than seven (7) days after receipt by the City, for correction and resubmission. Returned invoices shall be accompanied by a document setting forth in writing the reasons why the payment request was rejected. Review and payment by the City of any invoice provided by the Contractor shall not constitute a waiver of any rights or remedies provided herein or any applicable law. 2.5 Waiver. Payment to Contractor for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Contractor. Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA 01203.0006/770637.1 ARTICLE 3. PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. Contractor shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this reference. When requested by the Contractor, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively. 3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Contractor shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the parties to this Agreement. In no event shall Contractor be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Contractor’s sole remedy being extension of the Agreement pursuant to this Section. 3.4 Inspection and Final Acceptance. City may inspect and accept or reject any of Contractor’s work under this Agreement, either during performance or when completed. City shall reject or finally accept Contractor’s work within forty-five (45) days after submitted to City. City shall accept work by a timely written acceptance, otherwise work shall be deemed to have been rejected. City’s acceptance shall be conclusive as to such work except with respect to latent defects, fraud and such gross mistakes as to amount to fraud. Acceptance of any work by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, Articles 1 and 5, pertaining to warranty and indemnification and insurance, respectively. 3.5 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) year from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit “D”). Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA 01203.0006/770637.1 ARTICLE 4. COORDINATION OF WORK 4.1 Representatives and Personnel of Contractor. The following principals of Contractor (“Principals”) are hereby designated as being the principals and representatives of Contractor authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: ________________________ ________________________ (Name) (Title) ________________________ _____________ (Name) (Title) ________________________ ________________________ (Name) (Title) It is expressly understood that the experience, knowledge, capability and reputation of the foregoing Principals were a substantial inducement for City to enter into this Agreement. Therefore, the Principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder. All personnel of Contractor, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the Principals may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of City. Additionally, Contractor shall make every reasonable effort to maintain the stability and continuity of Contractor’s staff and subcontractors, if any, assigned to perform the services required under this Agreement. Contractor shall notify City of any changes in Contractor’s staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance. 4.2 Status of Contractor. Contractor shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Contractor shall not at any time or in any manner represent that Contractor or any of Contractor’s officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Contractor, nor any of Contractor’s officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Contractor expressly waives any claim Contractor may have to any such rights. 4.3 Contract Officer. The Contract Officer shall be Juan Hernandez or such person as may be designated by the City Manager. It shall be the Contractor’s responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Contractor shall refer Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA 01203.0006/770637.1 any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 4.4 Independent Contractor. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Contractor’s employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Contractor shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint venturer or a member of any joint enterprise with Contractor. 4.5 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Contractor shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. All subcontractors shall obtain, at its or Contractor’s expense, such licenses, permits, registrations and approvals (including from the City) as may be required by law for the performance of any services or work under this Agreement. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Contractor, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder without the express consent of City. ARTICLE 5. INSURANCE, INDEMNIFICATION AND BONDS 5.1 Insurance Coverages. Without limiting Contractor’s indemnification of City, and prior to commencement of any services under this Agreement, Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. (a) General liability insurance. Contractor shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA 01203.0006/770637.1 an amount not less than $2,000,000 per occurrence, $4,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted. Additional Insurance as referenced in Section 5.2(a) below shall provide coverage for both ongoing and completed operations, and shall provide for both a defense and indemnity of the City. (b) Automobile liability insurance. Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Contractor arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. (c) Professional liability (errors & omissions) insurance. Contractor shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $3,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Contractor agrees to maintain continuous coverage through a period no less than five (5) years after completion of the services required by this Agreement. (d) Workers’ compensation insurance. Contractor shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000). (e) Umbrella or excess liability insurance. Contractor shall obtain and maintain an umbrella or excess liability insurance that will provide bodily injury, personal injury and property damage liability coverage at least as broad as the primary coverages set forth above, including commercial general liability and employer’s liability. Such policy or policies shall include the following terms and conditions: • Pay on behalf of wording as opposed to reimbursement; • Concurrency of effective dates with primary policies; • Policies shall “follow form” to the underlying primary policies; and • Insureds under primary policies shall also be insureds under the umbrella or excess policies. (f) Pollution liability insurance. Environmental Impairment Liability Insurance shall be written on a Contractor’s Pollution Liability form, or other form acceptable to the City, providing coverage for liability arising out of sudden, accidental and gradual pollution and remediation. The policy limit shall be no less than $1,000,000 dollars per claim and in the aggregate. All activities contemplated in this Agreement shall be specifically scheduled on the policy as “covered operations.” The policy shall provide coverage for the hauling of waste from the project site to the final disposal location, including non-owned disposal sites. Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA 01203.0006/770637.1 (g) Builder’s risk insurance. Upon commencement of construction and with approval of City, Contractor shall obtain and maintain builder’s risk insurance for the entire duration of the Project until only the City has an insurable interest. The Builder’s Risk coverage shall include the coverages as specified below. The named insureds shall be Contractor and City, including its officers, officials, employees, and agents. All Subcontractors (excluding those solely responsible for design Work) of any tier and suppliers shall be included as additional insureds as their interests may appear. Contractor shall not be required to maintain property insurance for any portion of the Project following transfer of control thereof to City. The policy shall contain a provision that all proceeds from the builder’s risk policy shall be made payable to the City. The City will act as a fiduciary for all other interests in the Project. Policy shall be provided for replacement value on an "all risk" basis for the completed value of the project. There shall be no coinsurance penalty or provisional limit provision in any such policy. Policy must include: (1) coverage for any ensuing loss from faulty workmanship, Nonconforming Work, omission or deficiency in design or specifications; (2) coverage against machinery accidents and operational testing; (3) coverage for removal of debris, and insuring the buildings, structures, machinery, equipment, materials, facilities, fixtures and all other properties constituting a part of the Project; (4) Ordinance or law coverage for contingent rebuilding, demolition, and increased costs of construction; (5) transit coverage (unless insured by the supplier or receiving contractor), with sub-limits sufficient to insure the full replacement value of any key equipment item; (6) Ocean marine cargo coverage insuring any Project materials or supplies, if applicable; (7) coverage with sub-limits sufficient to insure the full replacement value of any property or equipment stored either on or off the Site or any staging area. Such insurance shall be on a form acceptable to Agency to ensure adequacy of terms and sublimits and shall be submitted to the Agency prior to commencement of construction. (h) Subcontractors. Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. City shall be an additional insured on all subcontractor polices pursuant to this Section 5.1 and Section 5.2 below. (i) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit “B”. 5.2 General Insurance Requirements. (a) Proof of insurance. Contractor shall provide additional insured endorsements to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Certificates of Insurance will not be acceptable. Endorsements must be approved by City’s Risk Manager prior to commencement of performance. Current Endorsements and Declarations pages shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. In the event the City makes such a request, Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA 01203.0006/770637.1 Contractor shall immediately provide the requested policies and provide any such Privacy Act release required by the City to Contractor’s insurers relative to policy information. (b) Duration of coverage. Unless a longer or shorter term is specified herein with respect to a specific type of insurance, Contractor shall procure and maintain for the duration of this Agreement all of the insurance required by this Agreement.. (c) Products/completed operations coverage. Products/completed operations coverage shall extend a minimum of three (3) years after project completion. Coverage shall be included on behalf of the insured for covered claims arising out of the actions of independent contractors. If the insured is using subcontractors, the Policy must include work performed “by or on behalf” of the insured. Policy shall contain no language that would invalidate or remove the insurer’s duty to defend or indemnify for claims or suits expressly excluded from coverage. Policy shall specifically provide for a duty to defend on the part of the insurer. The City, its officials, officers, agents, and employees, shall be included as additional insureds under the Products and Completed Operations coverage. (d) Primary/noncontributing. For insurance required by Section 5.1(a) and (b) coverage provided by Contractor shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall comply with the Proof of Insurance requirements of paragraph 5.2(a), and must contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured. (e) City’s rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Contractor or City will withhold amounts sufficient to pay premium from Contractor payments. In the alternative, City may cancel this Agreement. (f) Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or that is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager. (g) Waiver of subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Contractor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subcontractors. Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA 01203.0006/770637.1 (h) Enforcement of contract provisions (non-estoppel). Contractor acknowledges and agrees that any actual or alleged failure on the part of the City to inform Contractor of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. (i) Requirements not limiting. Requirements of specific coverage features or limits contained in this section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Contractor maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. (j) Notice of cancellation. Contractor agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. (k) Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. (l) Separation of insureds. Commercial General Liability and Automobile policies shall contain a severability of interests provision must apply for all additional insureds ensuring that Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. (m) Pass through clause. Contractor agrees to ensure that its sub Contractors, subcontractors, and any other party involved with the project who is brought onto or involved in the project by Contractor, provide the same minimum insurance coverage and endorsements required of Contractor. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Contractor agrees that upon request, all agreements with Contractors, subcontractors, and others engaged in the project will be submitted to City for review. (n) Agency’s right to revise specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Contractor ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Contractor, the City and Contractor may renegotiate Contractor’s compensation. (o) Self-insured retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA 01203.0006/770637.1 specifications unless approved by City. Contractor shall be responsible for immediately satisfying any deductible, retained limit or self-insured retention in order for the City to be afforded an immediate defense. (p) Timely notice of claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. City’s failure to promptly tender defense directly to any insurer shall not be considered “voluntary” within the meaning of any insurer’s “voluntary payments” clause or similar provision. No defense costs or indemnity obligation incurred by the City in any matter arising from or related to Contractor’s acts or omissions in the performance of this Agreement shall be considered “voluntary.” (q) Additional kinds of insurance. Contractor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. 5.3 Indemnification. To the full extent permitted by law, Contractor agrees to indemnify, defend and hold harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will hold and save them and each of them harmless from, any and all actions, eit her judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Contractor, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Contractor is legally liable (“indemnitors”), or arising from Contractor’s or indemnitors’ reckless or willful misconduct, or arising from Contractor’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith: (a) Contractor will upon tender of defense by the City, immediately defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys’ fees incurred in connection therewith. Contractor expressly waives any contention that an immediate defense obligation does not arise pursuant to any provision of the California Civil Code and/or Crawford v. Weathershield (2008) 44 Cal.4th 541, or its progeny. (b) Contractor will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Contractor hereunder; and Contractor agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA 01203.0006/770637.1 claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys’ fees. In addition, Contractor agrees to indemnify, defend and hold harmless the Indemnified Parties from, any and all claims and liabilities for any infringement of patent rights, copyrights or trademark on any person or persons in consequence of the use by the Indemnified Parties of articles to be supplied by Contractor under this Agreement, and of which the Contractor is not the patentee or assignee or has not the lawful right to sell the same. Contractor shall incorporate the provisions of this Section 5.3 in all indemnity agreements with its subcontractors and if it fails to do so Contractor shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Contractor in the performance of professional services and work hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence, except that design professionals’ indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Contractor and shall survive termination of this Agreement. 5.4 Notification of Third-Party Claims. City shall timely notify Contractor of the receipt of any third-party claim relating to the work under this Agreement. City shall be entitled to recover from Contractor its reasonable costs incurred in providing such notification. 5.5 Performance and Labor Bonds. Concurrently with execution of this Agreement Contractor shall deliver to the City, the following: (a) A performance bond in the amount of the Contract Sum of this Agreement, in the form provided by the City Clerk, which secures the faithful performance of this Agreement. (b) A labor and materials bond in the amount of the Contract Sum of this Agreement, in the form provided by the City Clerk, which secures the payment of all persons furnishing labor and/or materials in connection with the work under this Agreement. Both the performance and labors bonds required under this Section 5.5 shall contain the original notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his power of attorney. The bond shall be unconditional and remain in force during the entire term of the Agreement and shall be null and void only if the Contractor Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA 01203.0006/770637.1 promptly and faithfully performs all terms and conditions of this Agreement and pays all labor and materials for work and services under this Agreement. 5.6 Sufficiency of Insurer or Surety. Insurance and bonds required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated “A” or better in the most recent edition of Best’s Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City (“Risk Manager”) due to unique circumstances. If this Agreement continues for more than 3 years duration, or in the event the Risk Manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Contractor agrees that the minimum limits of the insurance policies and the performance bond required by Section 5.5 may be changed accordingly upon receipt of written notice from the Risk Manager. 5.7 Substitution of Securities. Pursuant to Public Contract Code Section 22300, substitution of eligible equivalent securities for any funds withheld to ensure performance under this Agreement may be permitted at the request and sole expense of the Contractor. Alternatively, the Contractor may, pursuant to an escrow agreement in a form prescribed by Public Contract Code Section 22300, request payment of retentions funds earned directly to the escrow agent at the sole expense of the Contractor. 5.8 Release of Securities. City shall release the Performance and Labor Bonds when the following have occurred: (a) Contractor has made a written request for release and provided evidence of satisfaction of all other requirements under Article 5 of this Agreement; (b) the Work has been accepted; and (c) after passage of the time within which lien claims are required to be made pursuant to applicable laws; if lien claims have been timely filed, City shall hold the Labor Bond until such claims have been resolved, Contractor has provided statutory bond, or otherwise as required by applicable law. ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION 6.1 Records. Contractor shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies, certified and accurate copies of payroll records in compliance with all applicable laws, or other documents relating to the disbursements charged to City and services performed hereunder (the “books and records”), as shall be necessary to perform the services required by this Agreement and enable the Contract Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA 01203.0006/770637.1 Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of 3 years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Contractor’s business, custody of the books and records may be given to City, and access shall be provided by Contractor’s successor in interest. Notwithstanding the above, the Contractor shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act. 6.2 Reports. Contractor shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Contractor hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Contractor agrees that if Contractor becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Contractor is providing design services, the cost of the project being designed, Contractor shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Contractor is providing design services, the estimated increased or decreased cost estimate for the project being designed. 6.3 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the “documents and materials”) prepared by Contractor, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Contractor will be at the City’s sole risk and without liability to Contractor, and Contractor’s guarantee and warranties shall not extend to such use, reuse or assignment. Contractor may retain copies of such documents for its own use. Contractor shall have an unrestricted right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom. Moreover, Contractor with respect to any documents and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works made for hire” for the City. Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA 01203.0006/770637.1 6.4 Confidentiality and Release of Information. (a) information gained or work product produced by Contractor in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Contractor. Contractor shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer. (b) Contractor, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Contractor gives City notice of such court order or subpoena. (c) If Contractor, or any officer, employee, agent or subcontractor of Contractor, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Contractor for any damages, costs and fees, including attorneys’ fees, caused by or incurred as a result of Contractor’s conduct. (d) Contractor shall promptly notify City should Contractor, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Contractor or be present at any deposition, hearing or similar proceeding. Contractor agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Contractor. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION 7.1 California Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California. 7.2 Disputes. (a) Default; Cure. In the event that Contractor is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Contractor for any work performed after the date of default. Instead, the City may give notice to Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA 01203.0006/770637.1 Contractor of the default and the reasons for the default. The notice shall include the timeframe in which Contractor may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Contractor is in default, the City shall hold all invoices and shall proceed with payment on the invoices only when the default is cured. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Contractor does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice of the Contractor’s default shall not be deemed to result in a waiver of the City’s legal rights or any rights arising out of any provision of this Agreement. (b) Dispute Resolution. This contract is subject to the provisions of Article 1.5 (commencing at Section 20104) of Division 2, Part 3 of the California Public Contract Code regarding the resolution of public works claims of less than $375,000. Article 1.5 mandates certain procedures for the filing of claims and supporting documentation by the Contractor, for the response to such claims by the City, for a mandatory meet and confer conference upon the request of the Contractor, for mandatory non-binding mediation in the event litigation is commenced, and for mandatory judicial arbitration upon the failure to resolve the dispute through mediation. This Agreement hereby incorporates the provisions of Article 1.5 as though fully set forth herein. 7.3 Retention of Funds. Contractor hereby authorizes City to deduct from any amount payable to Contractor (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Contractor’s acts or omissions in performing or failing to perform Contractor’s obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Contractor, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Contractor to insure, indemnify, and protect City as elsewhere provided herein. 7.4 Waiver. Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Contractor shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA 01203.0006/770637.1 7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 7.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or inj unctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Contractor shall file a claim pursuant to Government Code Sections 905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement. 7.7 Liquidated Damages. Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, the Contractor and its sureties shall be liable, in addition to any liquidated damages pursuant to paragraph 5.2(b) above, for and shall pay to the City the sum of Five Hundred Dollars ($500) as liquidated damages for each working day of delay in the performance of any service required hereunder, as specified in the Schedule of Performance (Exhibit “D”). The City may withhold from any monies payable on account of services performed by the Contractor any accrued liquidated damages. Pursuant to Government Code Section 4215, Contractor shall not be assessed liquidated damages for delay in completion of the project when such delay was caused by the failure of the public agency or owner of the utility to provide for removal or relocation of utility facilities. 7.8 Termination Prior to Expiration of Term. This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon fourteen (14) days’ written notice to Contractor, except that where termination is due to the fault of the Contractor, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Contractor reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days’ written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Contractor may determine. Upon receipt of any notice of termination, Contractor shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Contractor has initiated termination, the Contractor shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Contractor has initiated Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA 01203.0006/770637.1 termination, the Contractor shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2. 7.9 Termination for Default of Contractor. If termination is due to the failure of the Contractor to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Contractor shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Contractor for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 7.10 Attorneys’ Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney’s fees. Attorney’s fees shall include attorney’s fees on any appeal, and in addition a party entitled to attorney’s fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. 7.11 Unfair Business Practices Claims. In entering into this Agreement, Contractor offers and agrees to assign to the City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. § 15) or under the Cartwright Act (Chapter 2, (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services or materials related to this Agreement. This assignment shall be made and become effective at the time the City renders final payment to the Contractor without further acknowledgment of the Parties. ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Contractor, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement. Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA 01203.0006/770637.1 8.2 Conflict of Interest. Contractor covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Contractor’s performance of services under this Agreement. Contractor further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the Contract Officer. Contractor agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. The Contractor warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 8.3 Covenant Against Discrimination. Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religi on, sex, gender, sexual orientation, marital status, national origin, ancestry, or other protected class in the performance of this Agreement. Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry, or other protected class. 8.4 Unauthorized Aliens. Contractor hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C. § 1101 et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Contractor so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Contractor hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City. ARTICLE 9. MISCELLANEOUS PROVISIONS 9.1 Notices. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Rancho Palos Verdes, 30940 Hawthorne Boulevard, Rancho Palos Verdes, CA 90275 and in the case of the Contractor, to the person at the address designated on the execution page of this Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA 01203.0006/770637.1 Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section. All correspondence relating to this Agreement shall be serialized consecutively. 9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 9.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 9.4 Integration; Amendment. This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Contractor and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. 9.5 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 9.6 Warranty & Representation of Non-Collusion. No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of “financial interest” shall be consistent with State law and shall not include interests found to be “remote” or “noninterests” pursuant to Government Code Sections 1091 or 1091.5. Contractor warrants and represents that it has not paid or given, and will not pay or give, to any third party Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA 01203.0006/770637.1 including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Contractor further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Contractor is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect. Contractor’s Authorized Initials _______ 9.7 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE] Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA 01203.0006/770637.1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written. CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation ____________________________________ David L. Bradley, Mayor ATTEST: Teresa Takaoka, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP William Wynder, City Attorney CONTRACTOR: ____________________________________ By: _________________________________ Name: Beni Monaco Title: Chief Executive Officer By: _________________________________ Name: Beni Monaco Title: Chief Financial Officer Address: 5742 Venice Boulevard Los Angeles, Ca 90019 Two corporate officer signatures required when Contractor is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA 01203.0006/770637.1 A-1 EXHIBIT “A” SCOPE OF SERVICES I. Contractor shall perform all of the work and comply with all provisions of the Agreement, and with the plans, specifications and other directions provided as part of individual Task Orders executed at the direction of the Contract Officer including any documents or exhibits referenced therein. II. The work shall proceed by Task or Phase (referred to as Task for convenience), the scope of each of which will be provided by the City as soon as the parameters and engineering design for each Task are completed by the City (including any of its consultants), with input from the Contractor, the City’s geotechnical engineering consulting firm, and the City’s geologist. The following process shall apply. A. Each Task to be performed shall be set forth in a written request (“Request”) provided by the City with a description of the work to be performed, and the time desired for completion. All Tasks shall be carried out in conformity with all provisions of this Agreement. B. Following receipt of the Request, the Contractor shall prepare a “Task Proposal” that includes the following components: 1. A written description of how the requested Task will be performed (“Task Description”), including all components and subtasks required engineering, and including any clarifications of the descriptions provided in the Request; 2. The costs to perform the task (“Task Budget”), including a detailed bid schedule, to be developed using the critical path schedule methodology; and based on agreed rates in Exhibit A-1, or as may otherwise be negotiated by the parties. 3. The City may require a schedule for completion of a given task (“Task Completion Schedule”), including a final completion date (“Task Completion Date”). 4. Task Proposals, Task Budgets, and Task Completion Schedules shall be developed while prior Tasks are in process, with the goal of continuous construction on all phases of the Project. C. The City shall approve the Task Proposal or require modifications in writing, and the Contract officer shall issue a Notice to Proceed when a written agreement has been reached on the Task Proposal. D. The task shall be performed at a cost not exceeding the Task Budget, provided that unknown conditions discovered following commencement of work, which could have been discovered despite the Contractor’s due diligence, may be approved pursuant to a change order. Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA 01203.0006/770637.1 A-2 E. Contractor shall complete the Task and deliver all deliverables to the City by the Task Completion Date and in accordance with the Task Completion Schedule, subject to any extension granted due to schedule impact generated by unknown conditions discovered following commencement of work and approved pursuant to a Change Order. III. The Contractor will be considered one of multiple contractors (via separate contracts) that may be engaged or utilized for the general scope of work specified herein. The City will select a contractor for a specific Task based on one or more of the following parameters: A. The City’s selection of a contractor on a rotational list of on-call contractors while endeavoring to assign work in a manner that is fair and equitable to all contractors. B. The Contractor’s readiness to start the work within an appropriate timeframe. C. The Contractor’s responsiveness to the City’s request for a Task Proposal. D. The degree of success of negotiating the scope, budget and schedule of a given Task. E. The Contractor’s success in performing work under this Agreement. IV. The City does not guarantee the issuance of a given Task or Tasks, or that the sum of city-issued tasks will equal or exceed (by way of amendment or contract change order) the not-to-exceed contract value. V. Brief description of the work to be performed: Contractor shall perform on-call plumbing maintenance and repair services as directed by the Contract Officer and in accordance with the terms and conditions of this agreement. The Contractor shall furnish all labor, materials, equipment, tools, transportation, and incidentals necessary to complete work in conformance with applicable regulatory standards and contract specifications. The general scope of the work shall include: A. Clearing of drainage obstructions and maintenance of associated plumbing systems within City-owned facilities. B. Collection, handling, and proper disposal of hazardous waste generated within the scope of plumbing maintenance activities, in full compliance with federal, state, and local regulatory requirements. C. Mechanical extraction of wastewater and debris using vacuum pump and hydro- jetting systems to clean overflowed sewer pits and piping infrastructure. D. Repair or replacement of low-pressure sewer grinder pumps and associated force mains and lateral lines within the Abalone Cove Sewer System. Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA 01203.0006/770637.1 A-3 E. Testing, repair and/or replacement of backflow prevention assemblies and check valves, in accordance with applicable plumbing codes and cross-connection control standards. F. Provision of other related services as required and authorized by the City. VI. Contractor must perform all Services in compliance with the following requirements: A. Each task shall be requested by the Contract Officer with a description of the work to be performed, and the time desired for completion. All tasks shall be carried out in conformity with all provisions of this Agreement, unless the task is an emergency a s described below. B. Contractor must prepare a written description of the requested tasks including all components and subtasks; the costs to perform the task (“Task Budget”), using the itemized fees in Exhibit “C”, Schedule of Compensation, whenever a requested task is provided for in Exhibit “C”; explain how the cost was determined; and, a schedule for completion of the task (“Task Completion Date”); which shall all collectively be referred to as the “Task Proposal.” C. The City’s Contract Officer shall in writing approve, modify or reject the Task Proposal, and may issue a Notice to Proceed. D. The task shall be performed at a cost not to exceeding the Task Budget. E. Contractor shall complete the task and deliver all deliverables to the City’s Contract Officer by the Task Completion Date. VII. Contractor acknowledges that City has no obligation to request work from Contractor under this Agreement City may establish a rotation schedule with multiple Contractors, and may seek competing Task Proposals. VIII. In addition to the requirements of Section 6.2, during performance of the Services, Contractor will keep the City updated of the status of performance by delivering the following status reports: A. Provides verbal and or text updates hourly on the status and completion of repair efforts. IX. All work product is subject to review and acceptance by the City, and must be revised by the Contractor without additional charge to the City until found satisfactory and accepted by City. X. Contractor will utilize the following personnel to accomplish the Services: A. Erick Nevarez, Journeyman plumber B. James Kunetsler, Journeyman plumber Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA 01203.0006/770637.1 A-4 C. Brett Weber, Journeyman plumber D. Other personnel approved by the City. Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA 01203.0006/770637.1 B-1 EXHIBIT “B” SPECIAL REQUIREMENTS The Agreement is hereby amended as follows (deletions shown in strikethrough and additions shown in bold italics): 1. Section 1.2, “Bid Documents,” is replaced with the following: The Scope of Work shall include all provisions provided herein, including all exhibits, the “General Provisions” and “Special Provisions” in the bid documents for the project entitled Portuguese Bend Emergency Landslide Stabilization (the “Project”) including any documents or exhibits referenced therein (collectively, “bid documents”), all of which are incorporated herein by this reference. In the event of any inconsistency between the terms of the bid documents and this Agreement, the terms of this Agreement shall govern. 2. Section 1.4, “Compliance with California Labor Law,” is amended to add a new Subsection (j), as follows: (j) Registration with DIR. Pursuant to Labor Code section 1771.1, Contractor and all subcontractors must be registered with, and pay an annual fee to, the DIR prior to and during the performance of any work under this Agreement. 3. Section 1.7, “Protection and Care of Work and Materials,” is replaced with the following: The Contractor shall adopt reasonable methods in light of the land movement conditions where the work will occur, including providing and maintaining storage facilities, during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as caused by City’s own negligence. Stored materials shall be reasonably accessible for inspection. Contractor shall not, without City’s consent, assign, sell, mortgage, hypothecate, or remove equipment or materials which have been installed or delivered and which may be necessary for the completion of the work. 4. Section 1.8, “Warranty,” is replaced with the following: Contractor warrants all work under the Agreement (which for purposes of this Section shall be deemed to include unauthorized work which has not been removed and any non-conforming materials incorporated into the work) to be of good quality and free from any defective or faulty material and workmanship. Materials, equipment, or work product damaged by land movement shall not be subject to the warranty provisions of this section, so long as such materials, equipment, or work product were not defective at the time they were installed or completed. Contractor agrees that for a period of one year (or the period of time specified elsewhere in the Agreement or in any guarantee or warranty Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA 01203.0006/770637.1 B-2 provided by any manufacturer or supplier of equipment or materials incorporated into the work, whichever is later) after the date of final acceptance, Contractor shall within ten (10) days after being notified in writing by the City of any defect in the work or non-conformance of the work to the Agreement, commence and prosecute with due diligence all work necessary to fulfill the terms of the warranty at its sole cost and expense. Contractor shall act as soon as requested by the City in response to an emergency. In addition, Contractor shall, at its sole cost and expense, repair, remove and replace any portions of the work (or work of other contractors) damaged by its defective work or which becomes damaged in the course of repairing or replacing defective work. For any work so corrected, Contractor's obligation hereunder to correct defective work shall be reinstated for an additional one year period, commencing with the date of acceptance of such corrected work. Contractor shall perform such tests as the City may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of the Agreement. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of the Contractor. All warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the work, whether express or implied, are deemed to be obtained by Contractor for the benefit of the City, regardless of whether or not such warranties and guarantees have been transferred or assigned to the City by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of the City. In the event that Contractor fails to perform its obligations under this Section, or under any other warranty or guaranty under this Agreement, to the reasonable satisfaction of the City, the City shall have the right to correct and replace any defective or non-conforming work and any work damaged by such work or the replacement or correction thereof at Contractor's sole expense. Contractor shall be obligated to fully reimburse the City for any expenses incurred hereunder upon demand. 5. Subsection (c) of Section 5.1, “Insurance,” is hereby waived. 5. Subsection (c) of Section 5.3, “Indemnification,” is replaced with the following: (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceedin g, including but not limited to, legal costs and attorneys’ fees. In addition, Contractor agrees to indemnify, defend and hold harmless the Indemnified Parties from, any and all claims and liabilities for any infringement of patent rights, copyrights or trademark on any person or persons in consequence of the use by the Indemnified Parties of articles to be supplied by Contractor under this Agreement, and of which the Contractor is not the patentee or assignee or has not the lawful right to sell the same. Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA 01203.0006/770637.1 B-3 Contractor shall incorporate the provisions of this Section 5.3 in all indemnity agreements with its subcontractors and if it fails to do so Contractor shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Contractor in the performance of professional services and work hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence, except that design professionals’ indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Contractor and shall survive termination of this Agreement. Contractor’s duty to indemnify and hold harmless shall not extend to any impact that the Contractor’s operations may have on the land movement, except to the extent such impacts are due to the negligence of Contractor. 6. Section 5.5, “Performance and Labor Bonds,” is replaced with the following: Concurrently with execution of this Agreement Contractor shall deliver to the City, the following: (a) A performance bond in the initial amount of twenty percent (20%) of the Contract Sum of this Agreement, in the form provided by the City Clerk, which secures the faithful performance of this Agreement. (b) A labor and materials bond in the initial amount of twenty percent (20%) of the Contract Sum of this Agreement, in the form provided by the City Clerk, which secures the payment of all persons furnishing labor and/or materials in connection with the work under this Agreement. Both the performance and labors bonds required under this Section 5.5 shall contain the original notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his power of attorney. The bond shall be unconditional and remain in force during the entire term of the Agreement and shall be null and void only if the Contractor promptly and faithfully performs all terms and conditions of this Agreement and pays all labor and materials for work and services under this Agreement. Concurrent with the issuance of any Task Order, as further described in Exhibit A and Exhibit D of this Agreement, Contractor shall provide a bond rider to the performance bond and a bond rider to the labor and materials bond if the Task Budget of the Task Order, when added to the Task Budget of all Task Orders previously issued to Contractor under this Agreement (if any), exceeds the amount secured under the bonds provided by Contractor under this Section (along with any bond riders previously supplied by Contractor under this Agreement). The bond riders shall be in a form acceptable to the Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA 01203.0006/770637.1 B-4 City and shall be in an amount sufficient to secure the total, cumulative value of all Tasks issued by City to Contractor. 7. Section 7.7, “Liquidated Damages,” is replaced with the following: Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, the Contractor and its sureties shall be liable,, in addition to any liquidated damages pursuant to paragraph 5.2(b) above, for and shall pay to the City the sum of Five Hundred Dollars ($500) as liquidated damages for each working day of delay in the performance of any service required hereunder, as specified in the Schedule of Performance (Exhibit “D”) and the schedule included in any Task Order, on a Task Order basis. The City may withhold from any monies payable on account of services performed by the Contractor any accrued liquidated damages. Pursuant to Government Code Section 4215, Contractor shall not be assessed liquidated damages for delay in completion of the project when such delay was caused by the failure of the public agency or owner of the utility to provide for removal or relocation of utility facilities. Liquidated damages will be capped at five percent (5%) of each affected task order amount, as that amount may be updated. Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA 01203.0006/770637.1 C-1 EXHIBIT “C” SCHEDULE OF COMPENSATION I. For Work performed from July 1, 2025, through June 30, 2026, as detailed in Exhibit A-1, the Contractor was compensated as follows, based on the billing rates attached as Exhibit C-1: 1. Service Rates Per Hour Straight Time Overtime Double Time Service Rate $148.50 $222.75 $297.00 Apprentice Rate $128.50 $192.75 $257.00 Project Manager $175.00 1A. Truck and Fuel Surcharge – $48.00 (Per Day on Job Site) 1B. Travel Time is charged portal to portal based on our hourly labor rate. 2. Hydro Jetting – plus applicable labor rates A. 3” and Larger Lines (Trailer Jetter) Minimum: 2.0 Hours @ $190 Whole Day Rate: $450 Additional: 1.0 Hours @ $100 B. 2” and Smaller Lines (Small Electric Jetter) – plus applicable labor rates Minimum: 2.0 Hours @ $140 Whole Day Rate: $285 Additional: 1.0 Hours @ $75 3. Camera Survey/Location – plus applicable labor rates Minimum: 2.0 Hours @ $140 Whole Day Rate: $285 Additional: 1.0 Hours @ $75 4. Tools – Per Day Charge Auger: Minimum Equipment Charge $25.50 Sink Machine: Minimum Equipment Charge $38.00 Sewer Machine: Minimum Equipment Charge $65.00 Large Tool: Minimum Equipment Charge $65.00 5. Backflow Testing, Certification 1 test for certification – $98.00 Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA 01203.0006/770637.1 C-2 More than 1 at job site: $98.00 for the 1st and $62.00 for each test Proposals for repair/replacement of devices that failed will be provided. Travel time will be charged if out of WLA, Downtown area. 6. Rental Equipment: When rental equipment is provided by Seller, rental equipment shall be invoiced at Seller’s cost, plus 20% rental handling charge. VI. Prices for materials furnished under this Contract shall be determined by prevailing local market rates at the time of purchase. The City shall be invoiced the actual cost incurred by the Contractor for such materials, including all applicable freight charges and sales tax, plus a fifteen percent (15%) markup, consistent with Standard Specifications for Public Works Construction (“Greenbook”). All invoices submitted for payment shall be accompanied by itemized receipts or supplier invoices clearly evidencing the actual prices paid by the Contractor. Failure to provide such documents shall be grounds for withholding payment for the associated materials until it is furnished. VII. With respect to each completed Task, a retention of five percent (5%) shall be held from each respective payment as a contract retention to be paid upon satisfactory completion of services and the Contractor has requested release of the retention in writing. VIII. Within the budgeted amounts for each item on the Bid Sheet, and with the approval of the Contract Officer, funds may be shifted from one item’s subbudget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Work is approved per Section 1.10. IX. The City will compensate Contractor for the Services performed upon submission of a valid invoice. Each invoice is to include: A. Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate. B. Line items for all materials including itemized receipts or supplier invoices with actual prices paid by the Contractor. C. Line item for all equipment properly charged to the Services. D. Line items for all other approved reimbursable expenses claimed, with supporting documentation. E. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services. X. The total compensation for the Services shall not exceed $75,000 as provided in Section 2.1 of this Agreement. Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA 01203.0006/770637.1 D-1 EXHIBIT “D” SCHEDULE OF PERFORMANCE I. Contractor shall perform all work (the sum of City-issued Task Orders) within the durations specified in the Agreement and supplemented by individual Task Orders starting from the date(s) of the Notice(s) to Proceed in each respective Task Order. II. Contractor shall deliver tangible work products to the City by the deadlines specified in the Agreement, as supplemented by City-issued Task Orders. III. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2. Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA 10/29/2024 The Liberty Company Insurance Brokers Lic #0D79653 5955 De Soto Ave, Ste 250 Woodland Hills CA 91367 Moises Mendez (888) 918-3960 moises.mendez@libertycompany.com Monaco Mechanical, Inc., DBA: All Area Services 5742 Venice Blvd Los Angeles CA 90019 National Fire Ins Co of Hartford 20478 Transportation Insurance Co 20494 The Continental Insurance Company 35289 ICW Group Insurances Services 2024-2025 A Y 7034816199 11/01/2024 11/01/2025 1,000,000 100,000 15,000 1,000,000 2,000,000 2,000,000 B 7034818700 11/01/2024 11/01/2025 1,000,000 C 10,000 7034820219 11/01/2024 11/01/2025 10,000,000 10,000,000 D Y WVE506813102 11/01/2024 11/01/2025 1,000,000 1,000,000 1,000,000 The City of Rancho Palos Verdes and its officials, employees and agents are named as additional insured, but only in respects to the insureds operations. City of Rancho Palos Verdes Public Works Dept 30940 Hawthorne Blvd. Rancho Palos Verdes CA 90275 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA 00 0 2 0 0 0 9 9 7 0 3 4 8 1 6 1 9 9 3 6 8 0 CNA PARAMOUNT 7034816199 1 Nat'l Fire Ins Co of Hartford 11/01/2024 MONACO MECHANICAL INC. Contractors' General Liability Extension Endorsement CNA74705XX (1-15)Policy No: Page 1 of 17 Endorsement No: Effective Date: Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. It is understood and agreed that this endorsement amends the as follows.If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision,and the changes made by this endorsement with respect to such provision do not apply. Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA CNA PARAMOUNT 7034816199 1 Nat'l Fire Ins Co of Hartford 11/01/2024 MONACO MECHANICAL INC. Contractors' General Liability Extension Endorsement CNA74705XX (1-15)Policy No: Page 2 of 17 Endorsement No: Effective Date: Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. is amended to include as an any person or organization described in paragraphs through below whom a is required to add as an additional insured on this under a written contract or written agreement, provided such contract or agreement: is currently in effect or becomes effective during the term of this ; and was executed prior to: the or ; or the offense that caused the , for which such additional insured seeks coverage. However,subject always to the terms and conditions of this policy,including the limits of insurance,the Insurer will not provide such additional insured with: a higher limit of insurance than required by such contract or agreement; or coverage broader than required by such contract or agreement,and in no event broader than that described by the applicable paragraph through below. Any coverage granted by this endorsement shall apply only to the extent permissible by law. Any person or organization with a controlling interest in a , but only with respect to such person or organization's liability for , or arising out of: such person or organization's financial control of a ; or premises such person or organization owns,maintains or controls while a leases or occupies such premises; provided that the coverage granted by this paragraph does not apply to structural alterations,new construction or demolition operations performed by, on behalf of, or for such additional insured. A co-owner of a premises co-owned by a and covered under this insurance but only with respect to such co-owner's liability for ,or as co-owner of such premises. Any person or organization from whom a leases equipment,but only with respect to liability for ,or caused,in whole or in part,by the maintenance,operation or use of such equipment,provided that the giving rise to such ,or the offense giving rise to such takes place prior to the termination of such lease. Any person or organization from whom a leases land but only with respect to liability for ,or arising out of the ownership,maintenance or use of such land,provided that the giving rise to such ,or the offense giving rise to such takes place prior to the termination of such lease.The Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA 00 0 2 0 0 0 9 9 7 0 3 4 8 1 6 1 9 9 3 6 8 1 CNA PARAMOUNT 7034816199 1 Nat'l Fire Ins Co of Hartford 11/01/2024 MONACO MECHANICAL INC. Contractors' General Liability Extension Endorsement CNA74705XX (1-15)Policy No: Page 3 of 17 Endorsement No: Effective Date: Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. coverage granted by this paragraph does not apply to structural alterations,new construction or demolition operations performed by, on behalf of, or for such additional insured. An owner or lessor of premises leased to the ,or such owner or lessor's real estate manager,but only with respect to liability for , or arising out of the ownership,maintenance or use of such part of the premises leased to the ,and provided that the giving rise to such or , or the offense giving rise to such ,takes place prior to the termination of such lease.The coverage granted by this paragraph does not apply to structural alterations,new construction or demolition operations performed by,on behalf of, or for such additional insured. A mortgagee,assignee or receiver of premises but only with respect to such mortgagee,assignee or receiver's liability for ,or arising out of the ownership, maintenance, or use of a premises by a . The coverage granted by this paragraph does not apply to structural alterations,new construction or demolition operations performed by, on behalf of, or for such additional insured. A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization but only with respect to such state or governmental agency or subdivision or political subdivision's liability for , or arising out of: the following hazards in connection with premises a owns,rents,or controls and to which this insurance applies: the existence,maintenance,repair,construction,erection,or removal of advertising signs,awnings, canopies,cellar entrances,coal holes,driveways,manholes,marquees,hoistaway openings,sidewalk vaults, street banners, or decorations and similar exposures; or the construction, erection, or removal of elevators; or the ownership, maintenance or use of any elevators covered by this insurance; or the permitted or authorized operations performed by a or on a behalf. The coverage granted by this paragraph does not apply to: , or arising out of operations performed for the state or governmental agency or subdivision or political subdivision; or or included within the . With respect to this provision's requirement that additional insured status must be requested under a written contract or agreement,the Insurer will treat as a written contract any governmental permit that requires the to add the governmental entity as an additional insured. With respect to a participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom the is required to include as an additional insured,but only with respect to such person or organization's liability for ,or caused by: Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA CNA PARAMOUNT 7034816199 1 Nat'l Fire Ins Co of Hartford 11/01/2024 MONACO MECHANICAL INC. Contractors' General Liability Extension Endorsement CNA74705XX (1-15)Policy No: Page 4 of 17 Endorsement No: Effective Date: Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. the acts or omissions; or the acts or omissions of those acting on the behalf, in the performance of the ongoing operations at the trade show event premises during the trade show event. The coverage granted by this paragraph does not apply to or included within the . The Condition in the Section is amended to add the following paragraph: If the has agreed in writing in a contract or agreement that this insurance is primary and non- contributory relative to an additional insured's own insurance,then this insurance is primary,and the Insurer will not seek contribution from that other insurance.For the purpose of this Provision ,the additional insured's own insurance means insurance on which the additional insured is a named insured.Otherwise,and notwithstanding anything to the contrary elsewhere in this Condition,the insurance provided to such person or organization is excess of any other insurance available to such person or organization. Under , the definition of is deleted and replaced by the following: means physical injury,sickness or disease sustained by a person,including death,humiliation,shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury, sickness or disease. Under , the condition entitled is amended to add the following provisions: The must give the Insurer or the Insurer's authorized representative notice of an , offense or only when the ,offense or is known to a natural person ,to a partner,executive officer,manager or member of a ,or an designated by any of the above to give such notice. The rights under this will not be prejudiced if the fails to give the Insurer notice of an ,offense or and that failure is solely due to the reasonable belief that the or is not covered under this .However, the shall give written notice of such ,offense or to the Insurer as soon as the is aware that this insurance may apply to such , offense or . is amended to delete its Paragraph in its entirety and replace it with the following: Pursuant to the limitations described in Paragraph below,any organization in which a has management control: on the effective date of this ; or Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA 00 0 2 0 0 0 9 9 7 0 3 4 8 1 6 1 9 9 3 6 8 2 CNA PARAMOUNT 7034816199 1 Nat'l Fire Ins Co of Hartford 11/01/2024 MONACO MECHANICAL INC. Contractors' General Liability Extension Endorsement CNA74705XX (1-15)Policy No: Page 5 of 17 Endorsement No: Effective Date: Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. by reason of a creating or acquiring the organization during the , qualifies as a ,provided that there is no other similar liability insurance,whether primary, contributory, excess, contingent or otherwise, which provides coverage to such organization,or which would have provided coverage but for the exhaustion of its limit,and without regard to whether its coverage is broader or narrower than that provided by this insurance. But this provision does not apply to: any partnership, limited liability company or joint venture; or any organization for which coverage is excluded by another endorsement attached to this . For the purpose of this provision, management control means: owning interests representing more than 50%of the voting,appointment or designation power for the selection of a majority of the Board of Directors of a corporation; or having the right,pursuant to a written trust agreement,to protect,control the use of,encumber or transfer or sell property held by a trust. With respect to organizations which qualify as by virtue of Paragraph above,this insurance does not apply to: or that first occurred prior to the date of management control,or that first occurs after management control ceases; nor caused by an offense that first occurred prior to the date of management control or that first occurs after management control ceases. The insurance provided by this applies to when trading under their own names or under such other trading names or doing-business-as names (dba)as any should choose to employ. Under ,,the paragraph entitled is amended to delete exclusions and and replace them with the following: This insurance does not apply to: to arising out of it, or any part of it except when caused by or resulting from: fire; smoke; collapse; or explosion. to arising out of it,or any part of it and included in the . This exclusion does not apply: If the damaged work,or the work out of which the damage arises,was performed on the behalf by a subcontractor; or Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA CNA PARAMOUNT 7034816199 1 Nat'l Fire Ins Co of Hartford 11/01/2024 MONACO MECHANICAL INC. Contractors' General Liability Extension Endorsement CNA74705XX (1-15)Policy No: Page 6 of 17 Endorsement No: Effective Date: Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. If the cause of loss to the damaged work arises as a result of: fire; smoke; collapse; or explosion. The following paragraph is added to : Subject to above,$100,000 is the most the Insurer will pay under for the sum of arising out of any one because of to and that is caused by fire, smoke,collapse or explosion and is included within the .This sublimit does not apply to to if the damaged work,or the work out of which the damage arises, was performed on the behalf by a subcontractor. This Provision does not apply if an endorsement of the same name is attached to this policy. With respect to operations performed within 50 feet of railroad property,the definition of is replaced by the following: means: A contract for a lease of premises.However,that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire to premises while rented to a or temporarily occupied by a with permission of the owner is not an ; A sidetrack agreement; Any easement or license agreement; An obligation,as required by ordinance,to indemnify a municipality,except in connection with work for a municipality; An elevator maintenance agreement; That part of any other contract or agreement pertaining to the business (including an indemnification of a municipality in connection with work performed for a municipality)under which the assumes the tort liability of another party to pay for or to a third person or organization.Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph does not include that part of any contract or agreement: That indemnifies an architect, engineer or surveyor for injury or damage arising out of: Preparing,approving or failing to prepare or approve maps,shop drawings,opinions,reports,surveys, field orders, change orders or drawings and specifications; or Giving directions or instructions,or failing to give them,if that is the primary cause of the injury or damage; Under which the ,if an architect,engineer or surveyor,assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services,including those listed in above and supervisory, inspection, architectural or engineering activities. Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA 00 0 2 0 0 0 9 9 7 0 3 4 8 1 6 1 9 9 3 6 8 3 CNA PARAMOUNT 7034816199 1 Nat'l Fire Ins Co of Hartford 11/01/2024 MONACO MECHANICAL INC. Contractors' General Liability Extension Endorsement CNA74705XX (1-15)Policy No: Page 7 of 17 Endorsement No: Effective Date: Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Under ,,the paragraph entitled is amended to delete exclusion and replace it with the following: This insurance does not apply to: Damages arising out of: any access to or disclosure of any person's or organization's confidential or personal information, including patents,trade secrets,processing methods,customer lists,financial information,credit card information, health information or any other type of nonpublic information; or the loss of,loss of use of,damage to,corruption of,inability to access,or inability to manipulate that does not result from physical injury to tangible property. However,unless Paragraph above applies,this exclusion does not apply to because of . This exclusion applies even if damages are claimed for notification costs,credit monitoring expenses, forensic expenses,public relation expenses or any other loss,cost or expense incurred by the or others arising out of that which is described in Paragraph or above. The following paragraph is added to : Subject to above,$100,000 is the most the Insurer will pay under for all arising out of any one because of that results from physical injury to tangible property and arises out of . The following definition is added to : means information,facts or programs stored as or on,created or used on,or transmitted to or from computer software (including systems and applications software),hard or floppy disks,CD-ROMS,tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. For the purpose of the coverage provided by this Provision,the definition of in is replaced by the following: means: Physical injury to tangible property,including all resulting loss of use of that property.All such loss of use shall be deemed to occur at the time of the physical injury that caused it; Loss of use of tangible property that is not physically injured.All such loss of use shall be deemed to occur at the time of the that caused it; or Loss of,loss of use of,damage to,corruption of,inability to access,or inability to properly manipulate ,resulting from physical injury to tangible property.All such loss of shall be deemed to occur at the time of the that caused it. For the purposes of this insurance, is not tangible property. If Electronic Data Liability is provided at a higher limit by another endorsement attached to this policy,then the $100,000 limit provided by this Provision is part of,and not in addition to,that higher limit. The estates,heirs,legal representatives and of any natural person shall also be insured under this policy;provided,however,coverage is afforded to such estates,heirs,legal representatives,and only for Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA CNA PARAMOUNT 7034816199 1 Nat'l Fire Ins Co of Hartford 11/01/2024 MONACO MECHANICAL INC. Contractors' General Liability Extension Endorsement CNA74705XX (1-15)Policy No: Page 8 of 17 Endorsement No: Effective Date: Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. arising solely out of their capacity or status as such and,in the case of a ,where such seeks from marital community property,jointly held property or property transferred from such natural person to such .No coverage is provided for any act,error or omission of an estate,heir,legal representative,or outside the scope of such person's capacity or status as such,provided however that the of a natural person and the of members or partners of joint venture or partnership are with respect to such acts,errors or omissions in the conduct of the business. Under ,the paragraph entitled is amended to delete the exclusion entitled and replace it with the following: This insurance does not apply to: or expected or intended from the standpoint of the .This exclusion does not apply to or resulting from the use of reasonable force to protect persons or property. For each construction project away from premises the owns or rents,a separate Construction Project General Aggregate Limit,equal to the amount of the General Aggregate Limit shown in the Declarations, is the most the Insurer will pay for the sum of: All under , except because of or included in the ; and All medical expenses under , that arise from or accidents which can be attributed solely to ongoing operations at that construction project.Such payments shall not reduce the General Aggregate Limit shown in the Declarations,nor the Construction Project General Aggregate Limit of any other construction project. All: under , regardless of the number of locations or construction projects involved; under ,caused by which cannot be attributed solely to ongoing operations at a single construction project,except because of or included in the ; and Medical expenses under caused by accidents which cannot be attributed solely to ongoing operations at a single construction project, will reduce the General Aggregate Limit shown in the Declarations. The limits shown in the Declarations for Each Occurrence,for Damage To Premises Rented To You and for Medical Expense continue to apply,but will be subject to either the Construction Project General Aggregate Limit or the General Aggregate Limit shown in the Declarations,depending on whether the can be attributed solely to ongoing operations at a particular construction project. When coverage for liability arising out of the is provided,any payments for because of or included in the will reduce the Products-Completed Operations Aggregate Limit shown in the Declarations,regardless of the number of projects involved. Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA 00 0 2 0 0 0 9 9 7 0 3 4 8 1 6 1 9 9 3 6 8 4 CNA PARAMOUNT 7034816199 1 Nat'l Fire Ins Co of Hartford 11/01/2024 MONACO MECHANICAL INC. Contractors' General Liability Extension Endorsement CNA74705XX (1-15)Policy No: Page 9 of 17 Endorsement No: Effective Date: Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. If a single construction project away from premises owned by or rented to the has been abandoned and then restarted,or if the authorized contracting parties deviate from plans,blueprints,designs,specifications or timetables, the project will still be deemed to be the same construction project. The provisions of not otherwise modified by this endorsement shall continue to apply as stipulated. A quasi in rem action against any vessel owned or operated by or for the ,or chartered by or for the ,will be treated in the same manner as though the action were in personam against the . Solely with respect to that arises out of a : Under ,,the paragraph entitled is amended to replace Paragraphs and with the following: This insurance applies to provided that the professional health care services are incidental to the primary business purpose, and only if: such is caused by an that takes place in the . the first occurs during the .All arising from an will be deemed to have occurred at the time of the first act,error,or omission that is part of the ; and Under ,,the paragraph entitled is amended to: add the following to the exclusion: This exclusion applies only if the arising from a is covered by other liability insurance available to the (or which would have been available but for exhaustion of its limits). delete the exclusion entitled and replace it with the following: This insurance does not apply to: the actual or alleged liability under any oral or written contract or agreement,including but not limited to express warranties or guarantees. add the following additional exclusions: This insurance does not apply to: any actual or alleged discrimination,humiliation or harassment,including but not limited to based on an individual's race,creed,color,age,gender,national origin,religion,disability,marital status or sexual orientation. Any actual or alleged dishonest, criminal or malicious act, error or omission. Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA CNA PARAMOUNT 7034816199 1 Nat'l Fire Ins Co of Hartford 11/01/2024 MONACO MECHANICAL INC. Contractors' General Liability Extension Endorsement CNA74705XX (1-15)Policy No: Page 10 of 17 Endorsement No: Effective Date: Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. any actual or alleged violation of law with respect to Medicare,Medicaid,Tricare or any similar federal,state or local governmental program. Any for which coverage is excluded by endorsement. is amended to: add the following definitions: means an act,error or omission by the or in the rendering of: on behalf of the or Good Samaritan services rendered in an emergency and for which no payment is demanded or received. means any health care services or the related furnishing of food, beverages,medical supplies or appliances by the following providers in their capacity as such but solely to the extent they are duly licensed as required: Physician; Nurse; Nurse practitioner; Emergency medical technician; Paramedic; Dentist; Physical therapist; Psychologist; Speech therapist; Other allied health professional; or does not include any services rendered in connection with human clinical trials or product testing. delete the definition of and replace it with the following: means a .All acts,errors or omissions that are logically connected by any common fact, circumstance, situation, transaction,event,advice or decision will be considered to constitute a single ; amend the definition of to: add the following: the are with respect to: to a co-while in the course of the co-employment by the or while performing duties related to the conduct of the business; and Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA 00 0 2 0 0 0 9 9 7 0 3 4 8 1 6 1 9 9 3 6 8 5 CNA PARAMOUNT 7034816199 1 Nat'l Fire Ins Co of Hartford 11/01/2024 MONACO MECHANICAL INC. Contractors' General Liability Extension Endorsement CNA74705XX (1-15)Policy No: Page 11 of 17 Endorsement No: Effective Date: Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. to a while performing duties related to the conduct of the business; when such arises out of a . the are with respect to: to a co-while performing duties related to the conduct of the business; and to an while in the course of the employment by the or while performing duties related to the conduct of the business; when such arises out of a . delete Subparagraphs , , of Paragraph of . The condition is amended to delete Paragraph in its entirety and replace it with the following: To the extent this insurance applies,it is excess over any other insurance,self insurance or risk transfer instrument,whether primary,excess,contingent or on any other basis,except for insurance purchased specifically by the to be excess of this coverage. is amended to delete its last paragraph and replace it with the following: No person or organization is an with respect to the conduct of any current or past partnership,joint venture or limited liability company that is not shown as a in the Declarations,except that if the was a joint venturer,partner,or member of a limited liability company and such joint venture,partnership or limited liability company terminated prior to or during the ,such is an with respect to its interest in such joint venture, partnership or limited liability company but only to the extent that: any offense giving rise to occurred prior to such termination date,and the arising out of such offense first occurred after such termination date; the or first occurred after such termination date; and there is no other valid and collectible insurance purchased specifically to insure the partnership,joint venture or limited liability company; and If the joint venture,partnership or limited liability company is or was insured under a , then such insurance will always be considered valid and collectible for the purpose of paragraph above.But this provision will not serve to exclude ,or that would otherwise be covered under the provision entitled . Please see that provision for the definition of . Under ,the paragraph entitled is amended to delete exclusion in its entirety and replace it with the following: This insurance does not apply to: Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA CNA PARAMOUNT 7034816199 1 Nat'l Fire Ins Co of Hartford 11/01/2024 MONACO MECHANICAL INC. Contractors' General Liability Extension Endorsement CNA74705XX (1-15)Policy No: Page 12 of 17 Endorsement No: Effective Date: Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. to: Property the owns,rents,or occupies,including any costs or expenses incurred by you, or any other person,organization or entity,for repair,replacement,enhancement,restoration or maintenance of such property for any reason,including prevention of injury to a person or damage to another's property; Premises the sells,gives away or abandons,if the arises out of any part of those premises; Property loaned to the ; Personal property in the care, custody or control of the ; That particular part of real property on which the or any contractors or subcontractors working directly or indirectly on the behalf are performing operations,if the arises out of those operations; or That particular part of any property that must be restored,repaired or replaced because was incorrectly performed on it. Paragraphs and of this exclusion do not apply to (other than damage by fire)to premises rented to the or temporarily occupied by the with the permission of the owner,nor to the contents of premises rented to the for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in . Paragraph of this exclusion does not apply if the premises are . Paragraphs (and of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph of this exclusion does not apply to included in the . Paragraphs and of this exclusion do not apply to to: tools, or equipment the borrows from others, nor other personal property of others in the care, custody or control while being used in the operations away from any premises. However, the coverage granted by this exception to Paragraphs and does not apply to: property at a job site awaiting or during such property's installation, fabrication, or erection; property that is leased by an ; property that is an , aircraft or watercraft; property in transit; or any portion of for which the has available other valid and collectible insurance, or would have such insurance but for exhaustion of its limits,or but for application of one of its exclusions. A separate limit of insurance and deductible apply to such property of others.See as amended below. Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA 00 0 2 0 0 0 9 9 7 0 3 4 8 1 6 1 9 9 3 6 8 6 CNA PARAMOUNT 7034816199 1 Nat'l Fire Ins Co of Hartford 11/01/2024 MONACO MECHANICAL INC. Contractors' General Liability Extension Endorsement CNA74705XX (1-15)Policy No: Page 13 of 17 Endorsement No: Effective Date: Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Under ,the paragraph entitled is amended to delete its last paragraph and replace it with the following: Exclusions through do not apply to damage by fire to premises while rented to a or temporarily occupied by a with permission of the owner,nor to damage to the contents of premises rented to a for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in . The following paragraph is added to : Subject to above,$25,000 is the most the Insurer will pay under for arising out of any one because of the sum of all to borrowed tools or equipment,and to other personal property of others in the care,custody or control,while being used in the operations away from any premises.The Insurer's obligation to pay such does not apply until the amount of such exceeds $1,000.The Insurer has the right but not the duty to pay any portion of this $1,000 in order to effect settlement.If the Insurer exercises that right,the will promptly reimburse the Insurer for any such amount. Paragraph , Damage To Premises Rented To You Limit,of is deleted and replaced by the following: Subject to Paragraph above,(the Each Occurrence Limit),the Damage To Premises Rented To You Limit is the most the Insurer will pay under for because of to any one premises while rented to the or temporarily occupied by the with the permission of the owner,including contents of such premises rented to the for a period of 7 or fewer consecutive days. The Damage To Premises Rented To You Limit is the greater of: $500,000; or The Damage To Premises Rented To You Limit shown in the Declarations. Paragraph of the Condition is deleted and replaced by the following: That is property insurance for premises rented to the ,for premises temporarily occupied by the with the permission of the owner;or for personal property of others in the care, custody or control; Under ,the paragraph entitled is amended to delete the exclusion entitled . This provision does not apply to any person or organization who otherwise qualifies as an additional insured on this . is amended to delete Paragraph (the Medical Expense Limit)and replace it with the following: Subject to Paragraph above (the Each Occurrence Limit),the Medical Expense Limit is the most the Insurer will pay under for all medical expenses because of sustained by any one person. The Medical Expense Limit is the greater of: $15,000 unless a different amount is shown here:$N,NNN,NNN,NNN; or the amount shown in the Declarations for Medical Expense Limit. Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA CNA PARAMOUNT 7034816199 1 Nat'l Fire Ins Co of Hartford 11/01/2024 MONACO MECHANICAL INC. Contractors' General Liability Extension Endorsement CNA74705XX (1-15)Policy No: Page 14 of 17 Endorsement No: Effective Date: Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Under ,the of –is amended to replace Paragraph with the following: The expenses are incurred and reported to the Insurer within three years of the date of the accident; and Under ,the paragraph entitled is amended as follows: The exclusion entitled is amended to add the following: This exclusion does not apply to an aircraft not owned by any , provided that: the pilot in command holds a currently effective certificate issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; the aircraft is rented with a trained, paid crew to the ; and the aircraft is not being used to carry persons or property for a charge. Under ,the paragraph entitled is amended to delete subparagraph of the exclusion entitled ,and replace it with the following. This exclusion does not apply to: a watercraft that is not owned by any , provided the watercraft is: less than 75 feet long; and not being used to carry persons or property for a charge. Under , the definition of is amended to add the following tort: Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. Under ,,the paragraph entitled is amended to: delete the Exclusion entitled and replace it with the following: This insurance does not apply to: caused by or at the direction of the with the knowledge that the act would violate the rights of another and would inflict .This exclusion shall not apply to discrimination or humiliation that results in injury to the feelings or reputation of a natural person,but only if such discrimination or humiliation is not done intentionally by or at the direction of: the ; or any ,director,stockholder,partner,member or manager (if the is a limited liability company) of the . add the following exclusions: Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA 00 0 2 0 0 0 9 9 7 0 3 4 8 1 6 1 9 9 3 6 8 7 CNA PARAMOUNT 7034816199 1 Nat'l Fire Ins Co of Hartford 11/01/2024 MONACO MECHANICAL INC. Contractors' General Liability Extension Endorsement CNA74705XX (1-15)Policy No: Page 15 of 17 Endorsement No: Effective Date: Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. This insurance does not apply to: Discrimination or humiliation directly or indirectly related to the employment,prospective employment,past employment or termination of employment of any person by any . arising out of the sale,rental,lease or sub-lease or prospective sale,rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any . Notwithstanding the above,there is no coverage for fines or penalties levied or imposed by a governmental entity because of discrimination. The coverage provided by this Provision does not apply to any person or organization whose status as an derives solely from Provision of this endorsement; or attachment of an additional insured endorsement to this . This Provision does not apply to any person or organization who otherwise qualifies as an additional insured on this . Under ,,the paragraph entitled is amended to delete the exclusion entitled . Solely for the purpose of the coverage provided by this provision,the following changes are made to the section entitled Paragraph is replaced by the following: The allegations in the and the information the Insurer knows about the offense alleged in such are such that no conflict appears to exist between the interests of the and the interests of the indemnitee; The first unnumbered paragraph beneath Paragraph is deleted and replaced by the following: So long as the above conditions are met,attorneys fees incurred by the Insurer in the defense of that indemnitee, necessary litigation expenses incurred by the Insurer,and necessary litigation expenses incurred by the indemnitee at the Insurer's request will be paid as .Such payments will not be deemed to be for and will not reduce the limits of insurance. This Provision does not apply if is excluded by another endorsement attached to this . This Provision does not apply to any person or organization who otherwise qualifies as an additional insured on this . Under ,–,the paragraph entitled is amended such that the Exclusion and subparagraphs ,and of the Exclusion do not apply to that results from the use of elevators. Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA CNA PARAMOUNT 7034816199 1 Nat'l Fire Ins Co of Hartford 11/01/2024 MONACO MECHANICAL INC. Contractors' General Liability Extension Endorsement CNA74705XX (1-15)Policy No: Page 16 of 17 Endorsement No: Effective Date: Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Solely for the purpose of the coverage provided by this Provision,the conditions is amended to add the following paragraph: This insurance is excess over any of the other insurance,whether primary,excess,contingent or on any other basis that is Property insurance covering property of others damaged from the use of elevators. The section entitled is amended as follows: Paragraph is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a $5,000. limit; and Paragraph is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1,000. limit. If the unintentionally fails to disclose all existing hazards at the inception date of the , the Insurer will not deny coverage under this because of such failure. Under ,the condition entitled is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: the ongoing operations; or included in the . However,this waiver applies only when the has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: is in effect or becomes effective during the term of this ; and was executed prior to the ,or giving rise to the . The following provision does not apply to any public construction project in the state of Oklahoma,nor to any construction project in the state of Alaska,that is not permitted to be insured under a by applicable state statute or regulation. If the endorsement is attached to this policy,or another exclusionary endorsement pertaining to Owner Controlled Insurance Programs (O.C.I.P.)or Contractor Controlled Insurance Programs (C.C.I.P.) is attached, then the following changes apply: The following wording is added to the above-referenced endorsement: With respect to a project in which the is or was involved,this exclusion does not apply to those sums the become legally obligated to pay as because of: , , or that occurs during the ongoing operations at the project,or during such operations of anyone acting on the behalf; nor Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA 00 0 2 0 0 0 9 9 7 0 3 4 8 1 6 1 9 9 3 6 8 8 CNA PARAMOUNT 7034816199 1 Nat'l Fire Ins Co of Hartford 11/01/2024 MONACO MECHANICAL INC. Contractors' General Liability Extension Endorsement CNA74705XX (1-15)Policy No: Page 17 of 17 Endorsement No: Effective Date: Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. or included within the that arises out of those portions of the project that are not . Condition is amended to add the following subparagraph : This insurance is excess over: Any of the other insurance whether primary,excess,contingent or any other basis that is insurance available to the as a result of the being a participant in a ,but only as respects the involvement in that . is amended to add the following definitions: means a construction,erection or demolition project for which the prime contractor/project manager or owner of the construction project has secured general liability insurance covering some or all of the contractors or subcontractors involved in the project,such as an Owner Controlled Insurance Program (O.C.I.P.) or Contractor Controlled Insurance Program (C.C.I.P.). means any structure where 30%or more of the square foot area is used or is intended to be used for human residency, including but not limited to: single or multifamily housing,apartments,condominiums,townhouses,co-operatives or planned unit developments; and the common areas and structures appurtenant to the structures in paragraph (including pools,hot tubs, detached garages, guest houses or any similar structures). However,when there is no individual ownership of units,does not include military housing, college/university housing or dormitories,long term care facilities,hotels or motels.also does not include hospitals or prisons. This Provision does not apply to any person or organization who otherwise qualifies as an additional insured on this . All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers,takes effect on the effective date of said Policy at the hour stated in said Policy,unless another effective date is shown below,and expires concurrently with said Policy. Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA 00 0 2 0 0 0 9 9 7 0 3 4 8 1 6 1 9 9 3 6 9 0 CNA PARAMOUNT 7034816199 3 Nat'l Fire Ins Co of Hartford 11/01/2024 MONACO MECHANICAL INC. Blanket Additional Insured - Owners, Lessees or Contractors - with Products-Completed Operations Coverage Endorsement CNA75079XX (3-22)Policy No: Page 1 of 3 Endorsement No: Effective Date: Insured Name: Copyright CNA All Rights Reserved. This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows: is amended to include as an any person or organization whom you are required by to add as an additional insured on this , but only with respect to liability for , or caused in whole or in part by your acts or omissions, or the acts or omissions of those acting on your behalf: In the performance of your ongoing operations subject to such ; or In the performance of subject to such , but only with respect to or included in the , and only if: The requires you to provide the additional insured such coverage; and This provides such coverage; and Subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: Coverage broader than what you are required to provide by the ; or A higher limit of insurance than what you are required to provide by the . Any coverage granted by this Paragraph shall apply solely to the extent permissible by law. If the written contract requires additional insured coverage under the 07-04 edition of CG2010 or CG2037, then paragraph above is deleted in its entirety and replaced by the following: is amended to include as an any person or organization whom you are required by to add as an additional insured on this , but only with respect to liability for , or caused in whole or in part by your acts or omissions, or the acts or omissions of those acting on your behalf: In the performance of your ongoing operations subject to such ; or In the performance of subject to such , but only with respect to or included in the , and only if: The requires you to provide the additional insured such coverage; and This provides such coverage. But if the requires: Additional insured coverage under the 11-85 edition, 10-93 edition, or 10-01 edition of CG2010, or under the 10- 01 edition of CG2037; or Additional insured coverage with “arising out of” language; then paragraph above is deleted in its entirety and replaced by the following: is amended to include as an any person or organization whom you are required by to add as an additional insured on this , but only with respect to liability for , or arising out of that is subject to such . Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA CNA PARAMOUNT 7034816199 3 Nat'l Fire Ins Co of Hartford 11/01/2024 MONACO MECHANICAL INC. Blanket Additional Insured - Owners, Lessees or Contractors - with Products-Completed Operations Coverage Endorsement CNA75079XX (3-22)Policy No: Page 2 of 3 Endorsement No: Effective Date: Insured Name: Copyright CNA All Rights Reserved. But if the requires additional insured coverage to the greatest extent permissible by law, then paragraph above is deleted in its entirety and replaced by the following: is amended to include as an any person or organization whom you are required by to add as an additional insured on this , but only with respect to liability for , or arising out of that is subject to such . The insurance granted by this endorsement to the additional insured does not apply to , , or arising out of: The rendering of, or the failure to render, any professional architectural, engineering, or surveying services, including: The preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and Supervisory, inspection, architectural or engineering activities; or Any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this . Under the Condition entitled is amended to add the following, which supersedes any provision to the contrary in this Condition or elsewhere in this : With respect to other insurance available to the additional insured under which the additional insured is a named insured, this insurance is primary to and will not seek contribution from such other insurance, provided that a requires the insurance provided by this policy to be: Primary and non-contributing with other insurance available to the additional insured; or Primary and to not seek contribution from any other insurance available to the additional insured. But except as specified above, this insurance will be excess of all other insurance available to the additional insured. Solely with respect to the insurance granted by this endorsement, the section entitled is amended as follows: The Condition entitled is amended with the addition of the following: Any additional insured pursuant to this endorsement will as soon as practicable: Give the Insurer written notice of any , or any or offense which may result in a ; Send the Insurer copies of all legal papers received, and otherwise cooperate with the Insurer in the investigation, defense, or settlement of the ; and Make available any other insurance, and endeavor to tender the defense and indemnity of any to any other insurer or self-insurer, whose policy or program applies to a loss that the Insurer covers under this . However, if the requires this insurance to be primary and non-contributory, this paragraph does not apply to other insurance under which the additional insured is a named insured. The Insurer has no duty to defend or indemnify an additional insured under this endorsement until the Insurer receives written notice of a from the additional insured. Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA 00 0 2 0 0 0 9 9 7 0 3 4 8 1 6 1 9 9 3 6 9 1 CNA PARAMOUNT 7034816199 3 Nat'l Fire Ins Co of Hartford 11/01/2024 MONACO MECHANICAL INC. Blanket Additional Insured - Owners, Lessees or Contractors - with Products-Completed Operations Coverage Endorsement CNA75079XX (3-22)Policy No: Page 3 of 3 Endorsement No: Effective Date: Insured Name: Copyright CNA All Rights Reserved. Solely with respect to the insurance granted by this endorsement, the section entitled is amended to add the following definition: means a written contract or written agreement that requires you to make a person or organization an additional insured on this , provided the contract or agreement: Was executed prior to: The or ; or The offense that caused the ; for which the additional insured seeks coverage; and Is still in effect at the time of the or or offense. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - BLANKET We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us). The additional premium for this endorsement shall be 2 % of the total California Workers’ Compensation premium otherwise due. Schedule Person or Organization Any person/organization for whom the named insured is required under written contract to furnish this waiver. Job Description ALL CALIFORNIA OPERATIONS This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 11/01/2024 Policy No. WVE 5068131 02 Endorsement No. Insured Monaco Mechanical, Inc Premium $ INCL. Insurance Company Insurance Company of the West Countersigned By WC 99 06 34 (Ed. 8-00) INSURED WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 06 34 (Ed. 8-00) Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA Business Auto Policy Policy Endorsement ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY It is understood and agreed that this endorsement amends the BUSINESS AUTO COVERAGE FORM as follows: SCHEDULE Name of Additional Insured Person Or Organization ANY PERSON OR ORGANIZATION THAT YOU ARE REQUIRED BY WRITTEN CONTRACT OR WRITTEN AGREEMENT TO NAME AS AN ADDITIONAL INSURED. 1.In conformance with paragraph A.1.c. of Who Is An Insured of Section II - LIABILITY COVERAGE, the person or organization scheduled above is an insured under this policy. 2.The insurance afforded to the additional insured under this policy will apply on a primary and non-contributory basis if you have committed it to be so in a written contract or written agreement executed prior to the date of the “accident” for which the additional insured seeks coverage under this policy. All other terms and conditions of the policy remain unchanged This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy. BUA 7034818700 Endorsement No: 13; Page: 1 of 1 Policy Page: 67 of 96 Underwriting Company: Transportation Insurance Company, 151 N Franklin St, Chicago, IL 60606 Form No: CNA71527XX (10-2012) Endorsement Effective Date: Policy No: Policy Effective Date: 11/01/2024Endorsement Expiration Date: © Copyright CNA All Rights Reserved. Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA Business Auto Policy Policy Endorsement WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: MONACO MECHANICAL INC. Endorsement Effective Date: 11/01/2024 SCHEDULE Name(s) Of Person(s) Or Organization(s): ANY PERSON OR ORGANIZATION FOR WHOM OR WHICH YOU ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT TO OBTAIN THIS WAIVER FROM US. YOU MUST AGREE TO THAT REQUIREMENT PRIOR TO LOSS. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. BUA 7034818700 Endorsement No: 4; Page: 1 of 1 Policy Page: 48 of 96 Underwriting Company: Transportation Insurance Company, 151 N Franklin St, Chicago, IL 60606 Form No: CA 04 44 10 13 Endorsement Effective Date: Policy No: Policy Effective Date: 11/01/2024Endorsement Expiration Date: © Copyright Insurance Services Office, Inc., 2011 Docusign Envelope ID: 40A900FF-3B75-4FD2-A576-1894DE2940BA Certificate Of Completion Envelope Id: 40A900FF-3B75-4FD2-A576-1894DE2940BA Status: Completed Subject: Complete with Docusign: Monaco Mech (All Areas Plumbing) Contract Docusign.pdf Source Envelope: Document Pages: 73 Signatures: 5 Envelope Originator: Certificate Pages: 5 Initials: 2 Diego Ascencio AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 30940 Hawthorne Blvd. Rancho Palos Verdes, CA 90275 dascencio@rpvca.gov IP Address: 72.34.97.146 Record Tracking Status: Original 7/29/2025 10:51:41 AM Holder: Diego Ascencio dascencio@rpvca.gov Location: DocuSign Signer Events Signature Timestamp Beni F Monaco beni@monacomech.com CEO President Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 104.175.72.160 Sent: 7/29/2025 11:16:53 AM Viewed: 7/29/2025 11:30:05 AM Signed: 7/29/2025 11:31:46 AM Electronic Record and Signature Disclosure: Accepted: 7/29/2025 11:30:05 AM ID: c755ea2e-8e88-43fd-966f-38b0efbdb978 William Wynder wwynder@awattorneys.com City Attorney Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 13.88.155.124 Sent: 7/29/2025 11:31:49 AM Viewed: 7/29/2025 11:51:27 AM Signed: 7/29/2025 11:51:44 AM Electronic Record and Signature Disclosure: Accepted: 7/29/2025 11:51:27 AM ID: b1747e37-073d-49af-8642-e1fcd7367c4c David L. Bradley david.bradley@rpvca.gov Self Anthem Blue Cross Security Level: Email, Account Authentication (None) Signature Adoption: Drawn on Device Using IP Address: 136.226.48.192 Signed using mobile Sent: 7/29/2025 11:51:47 AM Viewed: 7/30/2025 8:19:41 AM Signed: 7/30/2025 8:25:41 AM Electronic Record and Signature Disclosure: Accepted: 4/6/2022 5:59:34 AM ID: f0c88f71-e2e8-4736-ab5c-59950463981e Teresa Takaoka terit@rpvca.gov City Clerk Security Level: Email, Account Authentication (None)Signature Adoption: Drawn on Device Using IP Address: 75.83.180.163 Signed using mobile Sent: 7/30/2025 8:25:44 AM Viewed: 7/30/2025 8:31:01 AM Signed: 7/30/2025 8:31:22 AM Electronic Record and Signature Disclosure: Accepted: 7/30/2025 8:31:01 AM ID: fd09cad6-b65a-447e-ab13-f0881fde5cad In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp City Clerk cityclerk@rpvca.gov Security Level: Email, Account Authentication (None) Sent: 7/30/2025 8:31:24 AM Viewed: 7/31/2025 5:32:54 PM Electronic Record and Signature Disclosure: Accepted: 9/24/2024 5:58:09 PM ID: 1bcb8e93-870a-4c5c-be5c-97c44ea3114e Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 7/29/2025 11:16:53 AM Certified Delivered Security Checked 7/30/2025 8:31:01 AM Signing Complete Security Checked 7/30/2025 8:31:22 AM Completed Security Checked 7/30/2025 8:31:25 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Rancho Palos Verdes (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronicall y through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made av ailable electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 6/15/2021 5:55:39 PM Parties agreed to: Beni F Monaco, William Wynder, David L. Bradley, Teresa Takaoka, City Clerk Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact City of Rancho Palos Verdes: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: terit@rpvca.gov To advise City of Rancho Palos Verdes of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at terit@rpvca.gov and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address. If you created a DocuSign account, you may update it with your new email address through your account preferences. To request paper copies from City of Rancho Palos Verdes To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to terit@rpvca.gov and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Rancho Palos Verdes To inform us that you no longer wish to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to terit@rpvca.gov and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide- signing-system-requirements. Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that: You can access and read this Electronic Record and Signature Disclosure; and You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and Until or unless you notify City of Rancho Palos Verdes as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by City of Rancho Palos Verdes during the course of your relationship with City of Rancho Palos Verdes.