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HomeMy WebLinkAbout2017 CON Global Power Group - Repair Services Police Dept GeneratorAGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND GLOBAL POWER GROUP, INC. THIS AGREEMENT is entered into on this 21 st day of August, 2017, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and GLOBAL POWER GROUP, INC., a California corporation (the "CONTRACTOR"). RECITALS WHEREAS, the CITY desires to employ a CONTRACTOR to provide repair services on the generator at the National City Police Department. WHEREAS, the CITY has determined that the CONTRACTOR is an electrical/generator repair company and is qualified by experience and ability to perform the services desired by the CITY, and the CONTRACTOR is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONTRACTOR. The CITY agrees to engage the CONTRACTOR to repair the backup generator for the Emergency Dispatch Center (physically located in the upper parking lot area) at the National City Police Department, located at 1200 National City Boulevard, National City, CA 91950, and the CONTRACTOR agrees to perform the services set forth here in accordance with all terms and conditions contained herein. The CONTRACTOR represents that all services shall be performed directly by the CONTRACTOR or under direct supervision of the CONTRACTOR. 2. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement will become effective on August 21, 2017. The duration of this Agreement is for the period of August 21, 2017 through October 30, 2017. Completion dates or time durations for specific portions of the project are set forth in Exhibit "A". 3. SCOPE OF SERVICES. The CONTRACTOR will perform services as set forth in the attached Exhibit "A". The CONTRACTOR shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services, except as authorized in advance by the CITY. The CITY may unilaterally, or upon request from the CONTRACTOR, from time to time reduce or increase the Scope of Services to be performed by the CONTRACTOR under this Agreement. Upon doing so, the CITY and the CONTRACTOR agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the compensation associated with said change in services. 4. PROJECT COORDINATION AND SUPERVISION. Arturo Gonzalez, Facilities Maintenance Supervisor, hereby is designated as the Project Coordinator for the CITY and will monitor the progress and execution of this Agreement. The CONTRACTOR shall assign a single Project Director to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONTRACTOR. Dante Jerig, Service Writer, thereby is designated as the Project Director for the CONTRACTOR. 5. COMPENSATION AND PAYMENT. The compensation for the CONTRACTOR shall be based on billings covering actual work performed. Billings shall include labor classifications, respective rates, hours worked and also materials, if any. The total cost for all work described in Exhibit "A" shall not exceed $5,556.73. The compensation for the CONTRACTOR'S work shall not exceed the rates set forth in Exhibit "A". Invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with Exhibit "A", as determined by the CITY. The CONTRACTOR shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred, and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the CITY, and for furnishing of copies to the CITY, if requested. 6. ACCEPTABILITY OF WORK. The CITY shall decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of performance, the acceptable completion of this Agreement, and the amount of compensation due. In the event the CONTRACTOR and the CITY cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONTRACTOR in this Agreement, the CITY or the CONTRACTOR shall give to the other written notice. Within ten (10) business days, the CONTRACTOR and the CITY shall each prepare a report which supports their position and file the same with the other party. The CITY shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONTRACTOR. 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the CONTRACTOR for this project, whether paper or electronic, shall become the property of the CITY for use with respect to this project, and shall be turned over to the CITY upon completion of the project, or any phase thereof, as contemplated by this Agreement. Contemporaneously with the transfer of documents, the CONTRACTOR hereby assigns to the CITY, and CONTRACTOR thereby expressly waives and disclaims any copyright in, and the right to reproduce, all written material, drawings, plans, specifications, or other work prepared under this Agreement, except upon the CITY'S prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. The CONTRACTOR shall, upon request of the CITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer. The CONTRACTOR agrees that the CITY may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium, or method utilize the CONTRACTOR'S written work product for the CITY'S purposes, and the CONTRACTOR expressly waives and Standard Agreement Page 2 of 11 City of National City and Revised May 2017 Global Power Group, Inc. disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works. Any modification or reuse by the CITY of documents, drawings, or specifications prepared by the CONTRACTOR shall relieve the CONTRACTOR from liability under Section 14, but only with respect to the effect of the modification or reuse by the CITY, or for any liability to the CITY should the documents be used by the CITY for some project other than what was expressly agreed upon within the Scope of Services of this project, unless otherwise mutually agreed. 8. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers with one another. Neither the CONTRACTOR nor the CONTRACTOR'S employees are employees of the CITY, and are not entitled to any of the rights, benefits, or privileges of the CITY'S employees, including but not limited to retirement, medical, unemploy- ment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONTRACTOR and the CONTRACTOR'S employees, and it is recognized by the parties that a substantial inducement to the CITY for entering into this Agreement was, and is, the professional reputation and competence of the CONTRACTOR and its employees. Neither this Agreement nor any interest herein may be assigned by the CONTRACTOR without the prior written consent of the CITY. Nothing herein contained is intended to prevent the CONTRACTOR from employing or hiring as many employees, or SUBCONTRACTORS, as the CONTRACTOR may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONTRACTOR with its SUBCONTRACTOR(S) shall require the SUBCONTRACTOR(S) to adhere to the applicable terms of this Agreement. 9. CONTROL. Neither the CITY nor its officers, agents, or employees shall have any control over the conduct of the CONTRACTOR or any of the CONTRACTOR'S employees, except as herein set forth, and the CONTRACTOR or the CONTRACTOR'S agents, servants, or employees are not in any manner agents, servants, or employees of the CITY, it being understood that the CONTRACTOR its agents, servants, and employees are as to the CITY wholly independent CONTRACTOR, and that the CONTRACTOR'S obligations to the CITY are solely such as are prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The CONTRACTOR, in the performance of the services to be provided herein, shall comply with all applicable state and federal statutes and regulations, and all applicable ordinances, rules, and regulations of the City of National City, whether now in force or subsequently enacted. The CONTRACTOR and each of its SUBCONTRACTOR(S), shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 11. LICENSES, PERMITS, ETC. The CONTRACTOR represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. The CONTRACTOR represents and covenants that the CONTRACTOR shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for the CONTRACTOR to practice its profession. Standard Agreement Page 3 of 11 City of National City and Revised May 2017 Global Power Group, Inc. 12. STANDARD OF CARE. A. The CONTRACTOR, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONTRACTOR'S trade or profession currently practicing under similar conditions and in similar locations. The CONTRACTOR shall take all special precautions necessary to protect the CONTRACTOR'S employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this Agreement, the CONTRACTOR warrants to the CITY that it is not now, nor has it for the five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONTRACTOR'S professional performance or the furnishing of materials or services relating thereto. C. The CONTRACTOR is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONTRACTOR has been retained to perform, within the time requirements of the CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONTRACTOR has notified the CITY otherwise, the CONTRACTOR warrants that all products, materials, processes or treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by the CONTRACTOR to use due diligence under this sub -section will render the CONTRACTOR liable to the CITY for any increased costs that result from the CITY'S later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. 13. NON-DISCRIMINATION PROVISIONS. The CONTRACTOR shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONTRACTOR will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONTRACTOR agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 14. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONTRACTOR certain confidential information to enable the CONTRACTOR to effectively perform the services to be provided herein. The CONTRACTOR shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONTRACTOR shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 14, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONTRACTOR, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONTRACTOR without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the Standard Agreement Page 4 of 11 $ City of National City and Revised May 2017 Global Power Group, Inc. CONTRACTOR by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The CONTRACTOR shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CITY. In its performance hereunder, the CONTRACTOR shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. CONTRACTOR shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 15. 15. INDEMNIFICATION AND HOLD HARMLESS. The CONTRACTOR agrees to defend, indemnify and hold harmless the City of National City, its officers, officials, agents, employees, and volunteers against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONTRACTOR'S performance or other obligations under this Agreement; provided, however, that this indemnification and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the CITY, its agents, officers, employees or volunteers. CITY will cooperate reasonably in the defense of any action, and CONTRACTOR shall employ competent counsel, reasonably acceptable to the City Attorney. The indemnity, defense, and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 16. WORKERS' COMPENSATION. The CONTRACTOR shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Labor Code and all amendments thereto; and all similar State or federal acts or laws applicable; and shall indemnify, and hold harmless the CITY and its officers, employees, and volunteers from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered against the CITY or its officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by the CONTRACTOR under this Agreement. 17. INSURANCE. The CONTRACTOR, at its sole cost and expense, shall purchase and maintain, and shall require its SUBCONTRACTOR(S), when applicable, to purchase and maintain throughout the term of this Agreement, the following insurance policies: A. ❑ If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile Insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles ("any auto"). The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. Standard Agreement Page 5 of 11 City of National City and Revised May 2017 Global Power Group, Inc. C. Commercial General Liability Insurance, with minimum limits of either $2,000,000 per occurrence and $4,000,000 aggregate, or $1,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 umbrella policy, covering all bodily injury and property damage arising out of its operations, work, or performance under this Agreement. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". The "project" or "location" should be noted with specificity on an endorsement that shall be incorporated into the policy. D. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of CONTRACTOR'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the CITY. Said endorsement shall be provided prior to commencement of work under this Agreement. If CONTRACTOR has no employees subject to the California Workers' Compensation and Labor laws, CONTRACTOR shall execute a Declaration to that effect. Said Declaration shall be provided to CONTRACTOR by CITY. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, officials, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY's Risk Manager, at the address listed in subsection G below, of cancellation or material change. F. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONTRACTOR shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. G. The Certificate Holder for all policies of insurance required by this Section shall be as follows: City of National City c/o Risk Manager 1243 National City Boulevard National City, CA 91950-4397. H. Insurance shall be written with only insurers authorized to conduct business in Californiathat hold a current policy holder's alphabetic and financial size category rating of not less than A:VII according to the current Best's Key Rating Guide, or a company of equal financial stability that is approved by the CITY'S Risk Manager. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. I. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY'S Risk Manager. If the CONTRACTOR does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the CITY may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. Standard Agreement Page 6 of 11 City of National City and Revised May 2017 Global Power Group, Inc. J. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. K. If the CONTRACTOR maintains broader coverage or higher limits (or both) than the minimum limits shown above, the CITY requires and shall be entitled to the broader coverage or higher limits (or both) 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. 18. LEGAL FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment or out -of - court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it is stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not be considered in determining the amount of the judgment or award. Attorney's fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 19. TERMINATION. A. This Agreement may be terminated with or without cause by the CITY. Termination without cause shall be effective only upon 60-day's written notice to the CONTRACTOR. During said 60-day period the CONTRACTOR shall perform all services in accordance with this Agreement. B. This Agreement may also be terminated immediately by the CITY for cause in the event of a material breach of this Agreement, misrepresentation by the CONTRACTOR in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CITY. C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONTRACTOR as provided for herein. D. In the event of termination, all finished or unfinished Memoranda Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONTRACTOR, whether paper or electronic, shall immediately become the property of and be delivered to the CITY, and the CONTRACTOR shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused the CITY by the CONTRACTOR'S breach, if any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 7. E. The CITY further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONTRACTOR; (2) a reorganization of the CONTRACTOR for the benefit of creditors; or (3) a business reorganization, change in business name or change in business status of the CONTRACTOR. Standard Agreement Page 7 of 11 City of National City and Revised May 2017 Global Power Group, Inc. 20. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: To CITY: Arturo Gonzalez Facilities Maintenance Supervisor Engineering and Public Works City of National City 1243 National City Boulevard National City, CA 91950-4397 To CONTRACTOR: Dante Jerig Service Writer Global Power Group, Inc. 12060 Woodside Avenue Lakeside, CA 92040 Notice of change of address shall be given by written notice in the manner specified in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent. Any notice, request, demand, direction or other communication sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty- eight (48) hours by letter mailed or delivered as specified in this Section. 21. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONTRACTOR shall not perform services of any kind for any person or entity whose interests conflict in any way with those of the City of National City. The CONTRACTOR also agrees not to specify any product, treatment, process or material for the project in which the CONTRACTOR has a material financial interest, either direct or indirect, without first notifying the CITY of that fact. The CONTRACTOR shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code. The CONTRACTOR shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the CITY in which the CONTRACTOR has a financial interest as defined in Government Code Section 87103. The Standard Agreement Revised May 2017 Page 8of11 City of National City and Global Power Group, Inc. CONTRACTOR represents that it has no knowledge of any financial interests that would require it to disqualify itself from any matter on which it might perform services for the CITY. If checked, the CONTRACTOR shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically, the CONTRACTOR shall file a Statement of Economic Interests with the City Clerk of the City of National City in a timely manner on forms which the CONTRACTOR shall obtain from the City Clerk. The CONTRACTOR shall be strictly liable to the CITY for all damages, costs or expenses the CITY may suffer by virtue of any violation of this Section 21 by the CONTRACTOR. 22. PREVAILING WAGES. State prevailing wage rates may apply to work performed under this Agreement. State prevailing wages rates apply to all public works contracts as set forth in California Labor Code, including but not limited to, Sections 1720,1720.2, 1720.3, 1720.4, and 1771. Contractor is solely responsible to determine if State prevailing wage rates apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. 23. MISCELLANEOUS PROVISIONS. A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state, or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. To the extent any exhibits,schedules, or provisions thereof conflict or are inconsistent with the terms and conditions contained in this Agreement, the terms and conditions of this Agreement shall control. F. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. G. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. H. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. I. Audit. If this Agreement exceeds ten -thousand dollars ($10,000), the parties shall be subject to the examination and audit of the State Auditor for a period of three (3) years after final payment under the Agreement, per Government Code Section 8546.7. Standard Agreement Page 9 of 11 City of National City and Revised May 2017 Global Power Group, Inc. J. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. K. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. L. Subcontractors or Subcontractors. The CITY is engaging the services of the CONTRACTOR identified in this Agreement. The CONTRACTOR shall not subcontract any portion of the work, unless such subcontracting was part of the original proposal or is allowed by the CITY in writing. In the event any portion of the work under this Agreement is subcontracted, the subcontractor(s) shall be required to comply with and agree to, for the benefit of and in favor of the CITY, both the insurance provisions in Section 17 and the indemnification and hold harmless provision of Section 15 of this Agreement. M. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such party's counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. [END OF AGREEMENT — SIGNATURES APPEAR ON NEXT PAGE] Standard Agreement Page 10 of 11 City of National City and Revised May 2017 Global Power Group, Inc. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF NATIONAL CITY Leslie Deese, City Manager APPROVED AS TO FORM: Angil P. Morris -Jones City Attorney By: Roberto M. Contreras Deputy City Attorney GLOBAL POWER GROUP, INC., a California corporation (Corporation — signatures of two corporate officers required) By: (Title) By: Sc `v'^\v\, C:r \ (Name) (Title) Standard Agreement Page 11 of 11 City of National City and Revised May 2017 Global Power Group, Inc. Global Q r GROUP, I N C . 12060 Woodside Ave. Lakeside, CA 92040 Phone (619) 579-1221 Fax (619) 579-1166 1...„ F9254-Cooling System Repairs Quote # 10112 Prepared By Dante Jerig Date 7/26/2017 Customer Name City of National City Location Name Police Headquarters Address 1200 National City Blvd. City National City State CA Zip Contact Ruben Huerta Phone 619-454-1114 Fax Cell - - Email rhuertanationalcityca.gov; arturog ar7,nationalcityca.gov Quote Information During our last visit, our technician noted that the cooling system perform the following: Drain cooling system Remove thermostats Re -install thermostat housings Fill cooling system with fresh water and run generator for a minimum Drain cooling system Fill cooling system with water and cooling system cleaner to remove Run generator for 1 hour Drain cooling system Fill cooling system with fresh water and run generator for a minimum Drain cooling system Remove and replace water pump, block heater, timing gear cover, Install new thermostats, seals and thermostat gaskets Refill cooling system with new coolant. Treat cooling system with corrosion and rust Inhibitor to help prevent Run engine and make sure thermostats and cooling system components Check for leaks. Clean up, prepare, label and properly dispose of HAZMAT from With your authorization we can perform the above service for. The price quoted includes all applicable sales tax. All services above to 1600). Any overtime or change orders must be authorized by the fib. Please call and approve this service in advance to avoid any proposal. Itjnuhaveanyquestionsaboutthispropnsaloranyotherproductorservicespleasecall. is in need of a service. We will come to your site and of 10 minutes any rust, scale, oil, grease, fuel or solder bloom of 10 minutes to entirely flush out cleaner engine drive belts, and cooling system hoses contamination operate correctly this service. Total $4,876.75 are to be j rjirmed during normal business hours (0800 customer and approved byGPGpriortocompletionojthe scheduling problems Please sign, date and send back this Paces good fir 30days, Notes and Comments Parts: $3,074.52 Labor: $1,200.00 Misc/Hzmt: $341.96 Tax: $260.27 Repairs: Perform Flush, replace Belts and Hoses R&R Water Pump R&R Timing Gear Cover R&R Block Heater Approval Approved Approved By Name By Signature HIBIT A G { I o ba 1 ` 7! r GROUP, I N C . 12060 Woodside Ave. Lakeside, CA 92040 Phone (619) 579-1221 Fax (619) 579-1166 F9255-R&R 2 ATS Lugs Quote # 10113 Prepared By Dante Jerig Date 7/26/2017 Customer Name City of National City Location Name Police Headquarters Address 1200 National City Blvd. City National City State, CA Zip Contact Ruben Huerta Phone 619-454-1114 Fax Cell - - Email rhuerta@nationalcityca.gov; arturog@nationalcityca.gov Quote Information During our last visit, our technician noted 2 ATS lugs are stripping connection, which will prevent possible arcing and more damage. With your authorization we can perform the above service for: The price quoted includes all applicable sales tax. All services above to 1600). Any overtime or change orders must be authorized by the fib. Please call and approve this service in advance to avoid any pro posal. 1 [you have anyquestions about this proposal or anyother and needs to be replaced to ensure a secure Total 1 $679.98 are to be perp5rmed during normal business hours (0800 customer and approved byGPG prior to completion o fihe scheduling problems Please sign, date and send back this product or servicesj'ease call. Prices good fir 30 days. Notes and Comments Parts: $251.28 Labor. $360.00 Misc/Hzmt: $48.90 Tax: $19.80 Approval Approved proved PO # By Name By Signature Date 1111114,„, " �� GROUP, 12060 Woodside Lakeside, Phone (619) Fax (619) In 1 , oil � Power INC. Ave. CA 92040 579-1221 579-1166 1..- , F9254-Cooling System Repairs Quote # 10112 Prepared By Dante Jerig Date 7/26/2017 Customer Name City of National City Location Name Police Headquarters Address 1200 National City Blvd. City National City State CA Zip Contact Ruben Huerta Phone 619-454-1114 Fax Cell - - Email rhuerta(a�nationalcityca.gov; arturoganationalcitt ca.gov Quote Information During our last visit, our technician noted that the cooling system perform the following: Drain cooling system Remove thermostats Re -install thermostat housings Fill cooling system with fresh water and run generator for a minimum Drain cooling system Fill cooling system with water and cooling system cleaner to Run generator for 1 hour Drain cooling system Fill cooling system with fresh water and run generator for a minimum Drain cooling system Remove and replace water pump, block heater, timing gear cover, Install new thermostats, seals and thermostat gaskets Refill cooling system with new coolant. Treat cooling system with corrosion and rust inhibitor to help Run engine and make sure thermostats and cooling system Check for leaks. Clean up, prepare, label and properly dispose of HAZMAT from With your authorization we can perform the above service for. The trice quoted includes all applicable sales tax. All services above to 1600). Anyovertime or change orders must be authorized bythe jib. Please call and approve this service in advance to avoid any pro posal. Ifynu have anyquestions about this pro posal or any other is in need of a service. We will come to your site and of 10 minutes remove any rust, scale, oil, grease, fuel or solder bloom of 10 minutes to entirely flush out cleaner engine drive belts, and cooling system hoses prevent contamination components operate correctly this service. Total $4,876.75 are to be perf rmed during normal business hours (0800 customer and approved b yGPG prior to comlietion o fthe scheduling problems Please sign, date and send back this Product or services please call. Prices good fir 30 days. Notes and Comments Parts: $3,074.52 Labor: $1,200.00 Misc/Hzmt: $341.96 Tax: $260.27 Repairs: Perform Flush, replace Belts and Hoses R&R Water Pump R&R Timing Gear Cover R&R Block Heater Approval Approved By Name Approved By Signature HIBIT A PO # Date GlobalPower "r GROUP. 12060 Woodside Lakeside, Phone (619) Fax (619) "n. INC, Ave. CA 92040 579-1221 579-1166 F9255-R&R 2 ATS Lugs Quote # 10113 Prepared By Dante Jeriq Date 7/26/2017 Customer Name City of National City Location Name Police Headquarters Address 1200 National City Blvd. City National City State CA Zip Contact Ruben Huerta Phone 619-454-1114 Fax Cell - - Email rhuerta@nationaicityca.gov; arturog@nationalcityca.gov Quote Information During our last visit, our technician noted 2 ATS lugs are stripping connection, which will prevent possible arcing and more damage. With your authorization we can perform the above service for: The pice quoted includes all applicable sales tax All services above to 1600). Any overtime or change orders must be authorized by fib. Please call and approve this service in advance to avoid any proposal. Ifyvu have anyquestions about this proposal or any other and needs to be replaced to ensure a secure Total $679.98 are to be per.firmed during normal business hours (0800 the customer and approved byGPG prior to completion o f he scheduling problems Please sign, date and send back this product or services please call. Prices good fir 30 days. Notes and Comments Parts: $251.28 Labor. $360.00 Misc/Hzmt: $48.90 Tax: $19.80 Approval Approved pproved PO # Date By Name By Signature Farr, (Rev. December2014) Deperunenref the Treasury Internal Revenue Service Request for Taxpayev Identification Number and Certification Give Form to the requester. Do not send to the IRS. Print or type See Specific Instructions on page 2. 1 Name (as shown on your income tax return). Name is required on this line; do not leave this fine blank Global Power Group, inc. 2 Business name/dtsregarded entity name, if different from above 3 Check appropriate ❑ irolvfdual/sote single -member Limited liabiliity El Limited Note, For a single the tax classification • Other (see Instructions)► box for federal tax classification; check only one of the following seven boxes: 4 Exemptions certain instructions ons Exempt payee Exemption code (rf any) wroaestopemw,Km,e (codes apply only to on, not Individuals see on page 3): code (if any) proprietor or El C Corporation 0 S Corporation ■ Partnership • Trust/estate LLC company. Enter the tax classification (CSC corporation, SeS corporation, Pepartnership) -member LLC that Is disregarded, do not check LLC check the appropriate box in of the single -member owner. ► the fine above for from FATCA reporting uear,uraeem►usJ 5 Address (number, street, and apt. or suite no.) 12060 Woodside Avenue Requester's name and address (optional) 6 City, state, end ZIP code Lakeside CA 92040 7 List account number(s) here (oplionsf) ws — .. Taxpayer taenttfication Number (TIN) Eater your TiN in the appropriate box. The TIN provided must match the name given on fine 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instuctlons on page 3. For other entitles, it is your employer identification number (EIN). if you do not haave a number, see How to get a 77N on page 3. Note. if the account is in more than one name, see the Instructions for tine 1 and the chart on page 4 for guidelines on whose number to enter. qt- -h1 Certification Underpenatttes of perjury, i certify -that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b)1 have not been notified by the internal Revenue Service (IRS) that i am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3. I am a U.S. citizen or other U.S. person (defined below); and or Employer Identification number 2 0 3 6 8 8 6 6 5 4. Tne FATCA nncie(s) entered on this form (if any) indicating that 1 am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the iRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, Item 2 does not apply. For mortgage interest paid, acquisition or abandonment of Secured property, cancellation of debt. Gcr%tilbutiuna to err individual retirern?er arrangement (1P anti generally, payments other then interest and dividends, you are not required to sign the certification, but you must provide your correct TN. See the instructions on page 3. Sign Signature ofJD— Here U S person ► \�{ t-C_� 1� rY L7� J General Instructions Section references ere to the internal Revenue Code unless otherwise noted. Future developments. Information about devetoprnente affecting Form W-9 (such as legislation enacted altar we release it) is at www.irs.gov/fw9- Purpose of Form An individual or entity (Form W-9 requester) who Is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may your social security number(SSN), Individual taxpayer identification number (ITN), adoption taxpayer identification number (ATIN), or emptoyer identification number (ElM, to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following: • Form 1099-INT (interest earned or paid) • Form 1099-DIV(dividends, including those from stocks or mutest funds) • Form 1099-MISC (various types of income, pries. awards, or gross proceeds) • Form 1099-9 (stock or mutual fund sales and certain other transactions by brokers) • Form 1099-S (proceeds from real estate transactions) • Form 1099-K (merchant card and third party network transactions) Date► -d l • Form 1098 (home mortgage Interest), 1098-E (student loan interest), 1098-T (tuition) • Farm 1099-C (canceled debt) • Form 1099-A (acquisition or abandonment of secured property) Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. If you do not return Form W-9 tothe requester with a TIN, you might be subject to backup withholding. See What is backup withholding? on page 2. By signing the fitted -out form, you: 1. Certify that the TiN you are giving is correct (or you are waiting for a number to be Issued), 2, Certify tttat you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a J.S. exempt payee. if applicable, you are also certifying that as a U.S. person, your allocable share of any pertnernhip Inoome from a U R. trade or bus ness is not subject to the withholding tax on foreign partners' share of effectively connected income, al i 4. Certify that FATCA code(s) entered on this form (If any) Indicating that you are exempt from the FATCA reporting, is correct. Sas Whet is FATCA reporting? on page2 for further information. Cat. No 10231X Form W-9 (Rev. 12-2014) GLOBA-7 OP ID: M7 'a1c„----- CP- CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYYj 05/04/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Snapp & Associates Insurance Services, Inc. 438 Camino del Rio So. #112 San Diego, CA 92108 Kevin Casey CONTACT NAME: PHONE FAX jec No. E$):619-908-3100 (AIC, No): 619-908-3110 E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURERA:National Fire Ins of Hartford 20478 INSURED Global Power Group, Inc. 12060 Woodside Ave Lakeside, CA 92040 INSURER B:Continental Casualty Company 20443 INSURER C: Hartford Fire Insurance Co. 19682 — INSURER D:Tokio Marine Specialty Ins Co INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MMIDDIYYYY) LIMITS A GENERAL X LIABILITY COMMERCIAL GENERAL LIABILITY X 6046226841 03/15/2017 03/15/2018 EACH OCCURRENCE $ 1,000,000 DAMAGE S TO{Ea RENTEDoccurrence) PREMISE $ 50,000 CLAIMS-MADE X OCCUR MED EXP (Any one person) $ Excluded _ PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE POLICY LIMIT APPLIES X I JECT PER: LOC GENERAL AGGREGATE PRODUCTS - COMP/OP AGG $ 2,000,000 $ 2,000,000 Emp Ben. $ 1,000,000 B AUTOMOBILECOMBINED _(Ea X LIABILITY ANY AUTO ALL OWNED AUTOS HIRED AUTOS SCHEDULED X 6045999519 03/15/2017 03/15/2018 SINGLE LIMIT accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (PER ACCIDENT) $ B X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE 6045999522 03/15/2017 03/15/2018 EACH OCCURRENCE $ 10,000,000 AGGREGATE $ 10,000,000 DED X RETENTION $ 0 $ WORKERSCOMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N / A X WCSTATU- TORY LIMITS OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ C D Equipment Floater Pollution Liab 72UUMZN8594 PPK1623464 03/15/2017 03/15/2017 03/15/2018 03/15/2018 Rented Eq 1,000,000 Pollution 5,000,000 DESCRIPTION OF OPERATIONS 1 LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Re: Operations of the named insured subject to the terms and conditions of the policy. The City of National City, its elected officials, officers, agents, employees and volunteers are named additional insured per the attached endorsements. 30* days notice of cancellation, 10* days notice of cancellation in the event of nonpayment of premium. CERTIFICATE HOLDER CANCELLATION CITYONC City of National City, c/o Risk Manager 1243 National City Boulevard National City, CA 91950 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2010/05) © 1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CNA Policy No.: 6046226841 G-18652-J (Ed. 07-12) CONTRACTORS' GENERAL LIABILITY EXTENSION ENDORSEMENT It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows. The changes this endorsement makes do not apply with respect to any coverage that has been excluded or amended by another endorsement attached to this policy. SCHEDULE Coverage is summarized below. For particulars and limitations affecting each coverage, please refer to the corresponding policy provisions in the body of this endorsement. 1. Additional Insureds Seven additional insured extensions. 2. Bodily Injury — Expanded Definition 3. Broad Knowledge of Occurrence/ Notice of Occurrence 4. Broad Named Insured 5. Broadened Liability Coverage For Damage To "Your Product" And "Your Work" Limit: $100,000. 6. Contractual Liability — Railroads Expanded definition of "insured contract." 7. Contractual Liability For Personal And Advertising Injury 8. Electronic Data Liability Loss of Electronic Data Limit: $100,000. 9. Expanded Personal And Advertising Injury - Discrimination Or Humiliation 10. Expected Or Intended Injury Reasonable force — "bodily injury" or "property damage." 11. General Aggregate Limits Of Insurance - Per Project 12. In Rem Actions 13. Incidental Health Care Malpractice Coverage 14. Joint Ventures/Partnership/Limited Liability Companies Coverage for your interest in such terminated or ended organizations. 15. Legal Liability/Alienated Premises/Borrowed Equipment Coverage Extended perils. Default limit increased to $500,000 for Damage to Premises Rented To You. $25,000 limit for "property damage" to borrowed tools or equipment at a jobsite. 16. Liberalization Clause 17. Liquor Liability Coverage Extension 18. Medical Payments Limits increased to $15,000. Reporting increased to three years from the date of accident. 19. Non -owned Aircraft Coverage 20. Non -owned Watercraft Increased to 75 feet. 21. Primary And Non -Contributory To Other Insurance 22. Property Damage - Elevators 23. Supplementary Payments Cost of bail bonds increased to $5,000. Daily loss of earnings increased to $1,000. 24. Unintentional Failure To Disclose Hazards 25. Waiver of Subrogation - Blanket Waiver of subrogation where required by written contract or written agreement. 26. Wrap -Up Extension G-18652-J (Ed. 07-12) Page 1 of 12 Copyright, CNA AI Rights Reserved. CNA 1. ADDITIONAL INSURED SECTION II — WHO IS AN INSURED is amended to include as an insured any person or organization (called additional insured) described in paragraphs A. through G. below whom you are required to add as an additional insured on this policy under a written contract or written agreement, provided the written contract or written agreement: i. Is currently in effect or becomes effective during the term of this policy; and ii. Was executed prior to the "bodily injury," "property damage" or "personal injury and advertising injury" for which the additional insured seeks coverage. However, we will not provide the additional insured any broader coverage or any higher limit of insurance than the least that is: a. The maximum permitted by law; b. Required in the written contract or written agreement; c. Afforded to you under this policy; or d. Described in the applicable paragraphs A. through G. below. A. Controlling Interest Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of: 1. Their financial control of you; or 2. Premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for such additional insured. B. Co-owner of Insured Premises A co-owner of a premises co -owned by you and covered under this insurance but only with respect to the co -owner's liability as co-owner of such premises. C. Lessor - Equipment 1. Any person or organization from whom you lease equipment, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. Policy No.: 6046226841 G-18652-J (Ed. 07-12) 2. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. D. Lessor - Land An owner or other interest from whom land has been leased by you but only with respect to liability arising out of the ownership, maintenance or use of that specific part of the land leased to you and subject to the following additional exclusions: This insurance does not apply to: 1. Any "occurrence" which takes place after you cease to lease that land; or 2. Structural alterations, new construction or demolition operations performed by or on behalf of such additional insured. E. Lessor - Premises A manager or lessor of premises but only with respect to liability arising out of the ownership, maintenance or use of that specific part of the premises leased to you and subject to the following additional exclusions: This insurance does not apply to: 1. Any "occurrence" which takes place after you cease to be a tenant in that premises; or 2. Structural alterations, new construction or demolition operations performed by or on behalf of such additional insured. F. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver but only with respect to their liability as mortgagee, assignee, or receiver and arising out of the ownership, maintenance, or use of a premises by you. This insurance does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. G. State or Governmental Agency or Subdivision or Political Subdivisions A state or governmental agency or subdivision or political subdivision subject to the following provisions: 1. This insurance applies only with respect to the following hazards for which the state or governmental agency or subdivision or G-18652-J (Ed. 07-12) Page 2 of 12 Copyright, CNAAII Rights Reserved. CNA political subdivision has issued a permit or authorization in connection with premises you own, rent, or control and to which this insurance applies: a. 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 b. The construction, erection, or removal of elevators; or c. The ownership, maintenance or use of any elevators covered by this insurance. 2. This insurance applies only with respect to operations performed by you or on your behalf for which the state or governmental agency or subdivision or political subdivision has issued a permit or authorization. 3. This insurance does not apply to: a. "Bodily injury," "property damage" or "personal and advertising injury" arising out of operations performed for the federal government, state or municipality; or b. "Bodily injury" or "property damage" included within the "products - completed operations hazard." A governmental permit which requires you to add the governmental entity as an additional insured will trigger this Provision 1. as if the permit were a written contract. 2. BODILY INJURY — EXPANDED DEFINITION SECTION V — DEFINITIONS, the definition of "bodily injury' is changed to read: "Bodily injury" means bodily injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury by that person at any time which results as a consequence of the bodily injury, sickness or disease. 3. BROAD KNOWLEDGE OF OCCURRENCE/ NOTICE OF OCCURRENCE Condition 2. Duties in The Event of Occurrence, Offense, Claim or Suit of SECTION IV — COMMERCIAL GENERAL LIABILITY Policy No.: 6046226841 G-18652-J (Ed. 07-12) CONDITIONS is amended to add the following provisions: A. BROAD KNOWLEDGE OF OCCURRENCE You must give us or our authorized representative notice of an "occurrence," offense, claim, or "suit" only when the "occurrence," offense, claim or "suit" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) An executive officer or the employee designated by you to give such notice, if you are a corporation; or (4) A manager, if you are a limited liability company. B. NOTICE OF OCCURRENCE Your rights under this Coverage Part will not be prejudiced if you fail to give us notice of an "occurrence," offense, claim or "suit" and that failure is solely due to your reasonable belief that the "bodily injury' or "property damage" is not covered under this Coverage Part. However, you shall give written notice of this "occurrence," offense, claim or "suit" to us as soon as you are aware that this insurance may apply to such "occurrence," offense claim or "suit." 4. BROAD NAMED INSURED A. Any subsidiary or affiliate organization, other than a partnership, joint venture or limited liability company, in which a Named Insured specifically shown in the Declarations has management control, directly or through one or more subsidiary organizations, at the time of loss will qualify as a Named Insured but only if there is no other similar insurance available to such organization, nor similar insurance which would be available but for exhaustion of its limits. For the purpose of this provision, similar insurance means general liability or equivalent insurance, no matter whether its coverage is broader or narrower than that provided by this insurance. But if the only other similar insurance is for a "consolidated (wrap-up) program," then a subsidiary that qualifies as a Named Insured on such project -specific insurance can still qualify as a Named Insured on this insurance, but not for projects covered by the "consolidated (wrap-up) program." [Please see Item 26.C. of this endorsement for the definition of "consolidated (wrap-up) program.") G-18652-J (Ed. 07-12) Page 3 of 12 Copyright, CNA All Rights Reserved. CNA B. This endorsement does not apply to any organization for which coverage is excluded by another endorsement attached to this policy. C. Only for the purpose of this endorsement: 1. Management control means: a. Ownership interest representing more than 50% of the voting, appointment, or designation power for the subsidiary organization's governing body; or b. Having the right, pursuant to a written contract, or pursuant to the by-laws, charter, operating agreement, or similar document of a specifically shown Named Insured or controlled subsidiary organization to select, appoint, or designate a majority of the subsidiary organization's governing body. Such contract or document must have been created prior to the time of loss; or c. Having the right, pursuant to a written trust agreement, to protect, control the use of, encumber or transfer and sell property held by a trust. 2. Governing body means the Board of Directors of a corporation. 3. Loss means: a. The occurring of the "bodily injury" or "property damage"; or b. The committing of the offense that caused the "personal and advertising injury." D. The insurance provided by this policy applies to Named Insureds when trading under their own names, or under such trading names or doing - business -as (DBA) names as any should choose to employ. 5. BROADENED LIABILITY COVERAGE FOR DAMAGE TO "YOUR PRODUCT" AND "YOUR WORK" A. Under SECTION I — COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions is amended to delete exclusions k. and I. and replace them with the following: [This insurance does not apply to:) k. Damage to Your Product "Property damage" to "your product" arising out of it, or any part of it except when caused by or resulting from: (1) Fire; G-18652-J (Ed. 07-12) Page 4 of 12 Policy No.: 6046226841 G-18652-J (Ed. 07-12) (2) Smoke; (3) Collapse; or (4) Explosion. 1. Damage to Your Work "Property damage" to "your work" arising out of it, or any part of it and included in the "products -completed operations hazard." This exclusion does not apply: (1) If the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor; or (2) If the cause of loss to the damaged work arises as a result of: (a) Fire; (b) Smoke; (c) Collapse; or (d) Explosion. B. The following paragraph is added to SECTION III — LIMITS OF INSURANCE: Subject to 5. above, $100,000 is the most we will pay under Coverage A for the sum of damages arising out of any one "occurrence" because of "property damage" to "your product" and "your work" that is caused by fire, smoke, collapse or explosion and is included within the "product -completed operations hazard." This sublimit does not apply to "property damage" to "your work" if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. This Provision 5. Broadened Liability Coverage For Damage To "Your Product" And "Your Work" does not apply if an endorsement of the same name is attached to this policy. 6. CONTRACTUAL LIABILITY — RAILROADS With respect to operations performed within 50 feet of railroad property, the definition of "insured contract" in SECTION V — DEFINITIONS is replaced by the following: "Insured Contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire to premises while rented to you or temporarily occupied by C. Copyright, CNA All Rights Reserved. CNA you with permission of the owner is not an "insured contract"; b. A sidetrack agreement; c. Any easement or license agreement; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" 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 f. does not include that part of any contract or agreement: (1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; (2) Under which the insured, 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 (1) above and supervisory, inspection, architectural or engineering activities. 7. CONTRACTUAL LIABILITY FOR PERSONAL AND ADVERTISING INJURY Under SECTION I — COVERAGE B —PERSONAL AND ADVERTISING INJURY LIABILITY, Paragraph 2. Exclusions is amended to delete exclusion e. Contractual Liability. This provision 7. does not apply to any person or organization who otherwise qualifies as an additional insured on this Coverage Part. 8. ELECTRONIC DATA LIABILITY A. Under SECTION I — COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE, Paragraph 2. Exclusions is amended to delete Policy No.: 6046226841 G-18652-J (Ed. 07-12) exclusion p. Electronic Data and replace it with the following: [This insurance does not apply to:] p. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate "electronic data that does not result from physical injury to tangible property. However, this exclusion does not apply to liability for damages because of "bodily injury." B. The following paragraph is added to SECTION III — LIMITS OF INSURANCE: Subject to 5. above, $100,000 is the most we will pay under Coverage A for all damages arising out of any one "occurrence" because of "property damage" that results from physical injury to tangible property and arises out of "electronic data." C. The following definition is added to the SECTION V DEFINITIONS: "Electronic data" means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software (including systems and 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. D. For the purposes of the coverage provided by this endorsement, the definition of "property damage" in SECTION V — DEFINITIONS is replaced by the following: 17. "Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of the "occurrence" that caused it; or c. Loss of, loss of use of, damage to, corruption of, inability to access, or inability to properly manipulate "electronic data," resulting from physical injury to tangible property. All such loss of "electronic data" shall be G-18652-J (Ed. 07-12) Page 5 of 12 Copyright, CNA All Rights Reserved. CNA deemed to occur at the time of the "occurrence" that caused it. For the purposes of this insurance, "electronic data" is not tangible property. E. 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 8. Electronic Data Liability is part of, and not in addition to, that higher limit. 9. EXPANDED PERSONAL AND ADVERTISING INJURY - DISCRIMINATION OR HUMILIATION A. SECTION V — DEFINITIONS is amended to add the following to the definition of "Personal and advertising injury": h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: (1) Not done intentionally by or at the direction of: (a) The insured; or (b) Any "executive officer," director, stockholder, partner, member or manager (if you are a limited liability company) of the insured; and (2) Not directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person or persons by any insured. B. Under SECTION I — COVERAGE B — PERSONAL AND ADVERTISING INJURY LIABILITY, Paragraph 2. Exclusions is amended to add the following additional exclusions: [This insurance does not apply to:] Discrimination Relating To Room, Dwelling or Premises "Personal or advertising injury" caused by discrimination directly or indirectly related to 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 insured. Fines Or Penalties Fines or penalties levied or imposed by a governmental entity because of discrimination. Policy No.: 6046226841 G-18652-J (Ed. 07-12) This provision 9. does not apply to any person or organization who otherwise qualifies as an additional insured on this Coverage Part. 10. EXPECTED OR INTENDED INJURY Under SECTION I — COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions is amended to delete exclusion a. Expected or Intended Injury and replace it with the following: [This insurance does not apply to:] a. Expected or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. 11 GENERAL AGGREGATE LIMITS OF INSURANCE - PER PROJECT A. For each construction project away from premises you own or rent, a separate Construction Project General Aggregate Limit, equal to the amount of the General Aggregate Limit, is the most we will pay for the sum of: 1. All damages under Coverage A, except damages because of "bodily injury" or "property damage" included in the "products -completed operations hazard"; and 2. All medical expenses under Coverage C, that arise from "occurrences" 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 Aggregate Limit of any other construction project. B. All: 1. Damages under Coverage B, regardless of the number of locations or construction projects involved; 2. Damages under Coverage A, caused by "occurrences" which cannot be attributed solely to ongoing operations at a single construction project, except damages because of "bodily injury" or "property G-18652-J (Ed. 07-12) Page 6 of 12 Copyright, CNAAII Rights Reserved. CNA damage" included in the "products - completed operations hazard"; and 3. Medical expenses under Coverage C 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. C. 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 Aggregate Limit or the General Aggregate Limit, depending on whether the "occurrence" can be attributed solely to ongoing operations at a particular construction project. D. When coverage for liability arising out of the "products -completed operations hazard" is provided, any payments for damages because of "bodily injury' or "property damage" included in the "products -completed operations hazard," regardless of the number of locations involved will reduce the Products -Completed Operations Aggregate Limit shown in the Declarations. E. If a single construction project away from premises owned by or rented to the insured 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. F. The provisions of SECTION III — LIMITS OF INSURANCE not otherwise modified by this endorsement shall continue to apply as stipulated. 12. IN REM ACTIONS Any action in rem against any vessel owned or operated by or for you, or chartered by or for you will be treated in the same manner as though the action were in personam against you. In rem is a term used to designate actions instituted against the thing, as distinct from actions against the person, which are said to be in personam. 13. INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE A. With respect only to "bodily injury" that arises out of a "health care incident," COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE LIABILITY OF SECTION I — COVERAGES is amended to replace Insuring Agreement G-18652-J (Ed. 07-12) Page 7 of 12 Policy No.: 6046226841 G-18652-J (Ed. 07-12) Paragraphs 1.b.(1) and 1.b.(2) with the following: b. This insurance applies to "bodily injury" only if you are not in the business of providing professional health care services, and only if: (1) The "bodily injury" is caused by an "occurrence" that takes place in the "coverage territory." For the purpose of this insurance: (a) "Bodily injury" caused by a "health care incident" will be considered caused by an "occurrence; and (b) 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 "occurrence"; (2) The "bodily injury" occurs during the policy period. All "bodily injury" arising from an "occurrence" will be deemed to have occurred at the time of the first act, error, or omission that is part of the "occurrence"; and B. With respect only to the insurance provided by this Provision 13., Exclusion 2.e. Employer's Liability of SECTION I — COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE, is amended to append the following: Only for "bodily injury" not covered by other liability insurance (including state -sanctioned self insurance) available to the insured (or which would be available but for exhaustion of its limits), this exclusion does not apply to "bodily injury" that arises out of a "health care incident." C. SECTION V — DEFINITIONS is amended to add the following new definition: "Health care incident" means a negligent act, error or omission by your "employees" or "volunteer workers" working on your behalf in the rendering of or failure to render professional health care services in any of the following capacities, or the related furnishing of food, beverages, medical supplies or appliances: a. b. c. d. e. Copyright, CNA All Rights Reserved. Physician; Nurse; Emergency medical technician; Paramedic; Chiropractor; CNA f. 9. h. 1• k. Dentist; Athletic trainer; Audiologist; Physical therapist; Psychologist; Speech therapist; I. Other allied health professional; or m. Provider of first aid or Good Samaritan services rendered in an emergency and for which no payment is demanded or received. D. SECTION I — COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE, Paragraph 2. Exclusions is amended to add the following additional exclusions. These new exclusions apply only to this Incidental Health Care Malpractice Coverage: [This insurance does not apply to:] Dishonesty or Crime Any dishonest, criminal or malicious act, error or omission. Clinical Trials / Product Testing Acts, errors or omissions that occur in the course of human clinical trials or product testing. Medicare/Medicaid Fraud Medicare or Medicaid fraud or abuse. Services Excluded by Endorsement Any "health care incident" for which coverage is excluded by endorsement. E. SECTION V — DEFINITIONS is amended to add the following subparagraph to Paragraph f. of the definition of "insured contract": Paragraph f. does not include that part of any contract or agreement: (4) Under which you assume another's tort liability for "bodily injury" arising out of the rendering of or failure to render professional health care services. F. SECTION II — WHO IS AN INSURED is amended to add the following provisions: 1. Your "employees" are insureds with respect to: a. "bodily injury" to a co -"employee" while in the course of the co -"employee's" employment by you or while performing G-18652-J (Ed. 07-12) Page 8 of 12 Policy No.: 6046226841 G-18652-J (Ed. 07-12) duties related to the conduct of your business; and b. "bodily injury" to a "volunteer worker" while performing duties related to the conduct of your business; when such "bodily injury" arises out of a "health care incident." 2. Your 'volunteer workers" are insureds with respect to: a. "bodily injury" to a co -"volunteer worker" while performing duties related to the conduct of your business; and b. "bodily injury" to an "employee" while in the course of the "employee's" employment by you or while performing duties related to the conduct of your business; when such "bodily injury" arises out of a "health care incident." 3. Paragraphs 2.a. (1)(a), (b) and (c) of SECTION II — WHO IS AN INSURED do not apply to "bodily injury" for which insurance is provided this Provision 13. 4. Paragraph 2.a.(1)(d) of SECTION II — WHO IS AN INSURED is deleted. G. With respect to the insurance provided by this Provision 13., the following is added to Paragraph 4.b.(1) of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: To the extent this insurance applies, it is excess over any of the other insurance (including qualified self insurance), whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by you to be excess of this policy. 14. JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANIES A. The following is added to SECTION II — WHO IS AN INSURED: 4. You are an insured when you had an interest in a joint venture, partnership or limited liability company which terminated or ended prior to or during this policy period, but only to the extent of your interest in such joint venture, partnership or limited liability company. This coverage does not apply: a. Prior to the termination date of any joint venture, partnership or limited liability company; Copyright, CNA All Rights Reserved. (5) (6) CNA b. If there is other valid and collectible insurance purchased specifically to insure the partnership, joint venture or limited liability company; or c. To a joint venture, partnership or limited liability company which is or was insured under a "consolidated (wrap- up) insurance program." [Please see Item 26.C. of this endorsement for the definition of "consolidated (wrap-up) program. "] B. The last paragraph of SECTION II — WHO IS AN INSURED is deleted and replaced by the following: Except as provided under the Contractors' General Liability Extension Endorsement or by the attachment of another endorsement (if any), no person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. 15. LEGAL LIABILITY/ALIENATED PREMISES/ BORROWED EQUIPMENT A. Under SECTION I — COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE, Paragraph 2. Exclusions is amended to delete exclusion j. Damage to Property in its entirety and replace it with the following: [This insurance does not apply to:] j. Damage to Property "Property damage" to: (1) Property you own, rent, or occupy; (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; Property loaned to you; (3) (4) Personal property in the care, custody or control of the insured; That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Policy No.: 6046226841 G-18652-J (Ed. 07-12) Paragraph (2) of this exclusion does not apply if the premises are "your work." Paragraphs (3) and (4) of this exclusion do not apply to "property damage" to tools or equipment loaned to you. A separate limit of insurance applies to such tools or equipment that are damaged while being used in your operations. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises rented to you or temporarily occupied by you with the permission of the owner, or to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in SECTION III — LIMITS OF INSURANCE. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products -completed operations hazard." B. Under SECTION I — COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE the last paragraph of Paragraph 2. Exclusions is deleted and replaced by the following. Exclusions c. through n. do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner nor to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in SECTION III — LIMITS OF INSURANCE. C. The following paragraph is added to SECTION III — LI M ITS OF INSURANCE: Subject to 5. above; $25,000 is the most we will pay under Coverage A for damages arising out of any one "occurrence" because of "property damage" to tools or equipment loaned to you by others that occurs while the equipment is being used to perform operations. D. Paragraph 6. Damage To Premises Rented To You Limit of SECTION III — LIMITS OF INSURANCE is replaced by the following: 6. Subject to Paragraph 5. above, (the Each Occurrence Limit), the Damage To Premises Rented To You Limit is the most we will pay under SECTION — I — G-18652-J (Ed. 07-12) Page 9of12 Copyright, CNA All Rights Reserved. CNA COVERAGE A for damages because of "property damage" to any one premises while rented to you or temporarily occupied by you with the permission of the owner, including contents of such premises rented to you for a period of 7 or fewer consecutive days. The Damage To Premises Rented To You Limit is the greater of: a. $500,000; or b. The Damage To Premises Rented To You Limit shown in the Declarations. E. Paragraph 4.b.(1)(a)(ii) of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS is deleted and replaced by the following: (ii) That is property insurance for premises rented to you, for premises temporarily occupied by you with the permission of the owner; or for personal property of others in your care, custody or control; F. This Provision 15. does not apply if Damage To Premises Rented To You Liability under SECTION — I — COVERAGE A is excluded by endorsement. 16. LIBERALIZATION CLAUSE If we adopt a change in our forms or rules which would broaden coverage for contractors under this endorsement without an additional premium charge, your policy will automatically provide the additional coverage as of the date the revision is effective in your state. 17. LIQUOR LIABILITY Under SECTION I — COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE, Paragraph 2. Exclusions is amended to delete exclusion c. Liquor Liability. This provision 17. does not apply to any person or organization who otherwise qualifies as an additional insured on this Coverage Part. 18. MEDICAL PAYMENTS A. Paragraph 7. Medical Expense Limit, of SECTION III — LIMITS OF INSURANCE is deleted and replaced by the following: 7. Subject to Paragraph 5. above (the Each Occurrence Limit), the Medical Expense Limit is the most we will pay under SECTION — I — COVERAGE C for all medical expenses because of "bodily injury' sustained by any one person. The Medical Expense Limit is the greater of: (1) $15,000; or G-18652-J (Ed. 07-12) Page 10 of 12 Policy No.: 6046226841 G-18652-J (Ed. 07-12) (2) The amount shown in the Declarations for Medical Expense Limit. B. Paragraph 1.a.(3)(b) of SECTION COVERAGE C MEDICAL PAYMENTS, is replaced by the following: (b) The expenses are incurred and reported to us within three years of the date of the accident; and This paragraph B. does not apply to medical expenses incurred in the state of Missouri. 19. NON -OWNED AIRCRAFT Under SECTION I — COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE LIABILITY. Paragraph 2. Exclusions is amended such that exclusion g. Aircraft, Auto or Watercraft does not apply to an aircraft you do not own, provided that: 1. 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; 2. The aircraft is rented to you with a trained, paid crew; and 3. The aircraft does not transport persons or cargo for a charge. 20. NON -OWNED WATERCRAFT Under SECTION I — COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions is amended to delete subparagraph (2) of exclusion g. Aircraft, Auto or Watercraft and replace it with the following. [This exclusion does not apply to:] (2) A watercraft you do not own that is: (a) Less than 75 feet long; and (b) Not being used to carry persons or property for a charge. 21. PRIMARY AND NON-CONTRIBUTORY TO OTHER INSURANCE With respect to any person or organization that is an additional insured under this Coverage Part, the following is added to Paragraph 4. of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: If you have 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 we will not seek contribution from that other insurance. For the purpose of this Provision 21., the additional Copyright, CNA All Rights Reserved. CNA insured's own insurance means insurance on which the additional insured is a Named Insured. This Provision 21. does not apply in situations where the endorsement on this policy affording coverage to the additional insured specifies that this insurance is excess over any other insurance available to that additional insured. 22. PROPERTY DAMAGE — ELEVATORS A. Under SECTION I — COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE, Paragraph 2. Exclusions is amended such that exclusion k. Damage to Your Product, and subparagraph (3), (4) and (6) of exclusion j. Damage to Property do not apply "property damage" that results from the use of elevators. B. With respect only to the coverage provided by this endorsement, Condition 4. Other Insurance in SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS is amended to add the following subparagraph b.(1)(a)(v): 4. Other Insurance b. Excess Insurance (1) This insurance is excess over: (a) Any of the other insurance, whether primary, excess, contingent or on any other basis: (v) That is Property insurance covering property of others damaged from the use of elevators. 23. SUPPLEMENTARY PAYMENTS A. Under Section I — Supplementary Payments — Coverages A and B, Paragraph 1.b., the limit of $250 shown for the cost of bail bonds is replaced by $5,000: B. In Paragraph 1.d., the limit of $250 shown for daily loss of earnings is replaced by $1,000. 24. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If unintentionally you should fail to disclose all existing hazards at the inception date of your policy, we will not deny coverage under this Coverage Part because of such failure. 25. WAIVER OF SUBGROGATION - BLANKET Under SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, The Transfer Of Rights Of Recovery Against Others To Us Condition is amended by the addition of the following: G-18652-J (Ed. 07-12) Page 11 of 12 Policy No.: 6046226841 G-18652-J (Ed. 07-12) We waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of: 1. Your ongoing operations; or 2. "Your work" included in the "products completed operations hazard." However, this waiver applies only when you have agreed in writing to waive such rights of recovery in a contract or agreement, and only if the contract or agreement: 1. Is in effect or becomes effective during the term of this policy; and 2. Was executed prior to loss. 26. WRAP-UP EXTENSION: OWNER CONTROLLED INSURANCE PROGRAM, CONTRACTOR CONTROLLED INSURANCE PROGRAM OR CONSOLIDATED (WRAP-UP) INSURANCE PROGRAMS Note: 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 "consolidated (wrap-up) insurance program" by applicable state statute or regulation: If the endorsement EXCLUSION — CONSTRUCTION WRAP-UP 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 to this policy, then the following changes apply: A. The following wording is added to the endorsement: With respect to a "consolidated (wrap-up) insurance program" project in which you are or were involved, this exclusion does not apply to those sums you become legally obligated to pay as damages because of: 1. "Bodily injury," "property damage," or "personal or advertising injury" that occurs during your ongoing operations at the project, or during such operations of anyone acting on your behalf; nor 2. "Bodily injury" or "property damage" included within the "products -completed operations hazard" that arises out of those portions of the project that are not "residential structures." B. SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS is amended to add Copyright, CNA All Rights Reserved. C'NA the following subparagraph 4.b.(1)(c) to Condition 4. Other Insurance: [This insurance is excess over] (c) Any of the other insurance whether primary, excess, contingent or any other basis that is insurance available to you as a result of your being a participant in a "consolidated (wrap-up) insurance program," but only as respects your involvement in that "consolidated (wrap-up) insurance program." C. SECTION V — DEFINITIONS is amended to add the following definition: "Consolidated (wrap-up) insurance program" 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 All other terms and conditions of the Policy remain unchanged. Policy No.: 6046226841 G-18652-J (Ed. 07-12) Contractor Controlled Insurance Program (C. C. I. P. ). "Residential structure" 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 also includes their common areas and/or appurtenant structures (including pools, hot tubs, detached garages, guest houses or any similar structures). When there is no individual ownership of units, residential structure does not include military housing, college/university housing or dormitories, long term care facilities, hotels, or motels. Residential structure also does not include hospitals or prisons. This provision 26. does not apply to any person or organization who otherwise qualifies as an additional insured on this Coverage Part. 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. Material used with permission of ISO Properties, Inc G-18652-J (Ed. 07-12) Page 12 of 12 Copyright, CNA All Rights Reserved. C'NA Policy No.: 6045999519 CNA63359XX (Ed. 04/12) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CONTRACTORS EXTENDED COVERAGE ENDORSEMENT - BUSINESS AUTO PLUS - This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM I. LIABILITY COVERAGE A. Who Is An Insured The following is added to Section II, Paragraph A.1., Who Is An Insured: 1. a. Any incorporated entity of which the Named Insured owns a majority of the voting stock on the date of inception of this Coverage Form; provided that, b. The insurance afforded by this provision A.1. does not apply to any such entity that is an "insured" under any other liability "policy" providing "auto" coverage. 2. Any organization you newly acquire or form, other than a limited liability company, partnership or joint venture, and over which you maintain majority ownership interest. The insurance afforded by this provision A.2.: a. Is effective on the acquisition or formation date, and is afforded only until the end of the policy period of this Coverage Form, or the next anniversary of its inception date, whichever is earlier. b. Does not apply to: (1) "Bodily injury" or "property damage" caused by an "accident" that occurred before you acquired or formed the organization; or (2) Any such organization that is an "insured" under any other liability "policy" providing "auto" coverage. 3. Any person or organization that you are required by a written contract to name as an additional insured is an "insured" but only with respect to their legal liability for acts or omissions of a person, who qualifies as an "insured" under Section 11 — Who Is An Insured and for whom Liability Coverage is afforded under this policy. If required by written contract, this insurance will be primary and non-contributory to insurance CNA63359XX (Ed. 04/12) on which the additional insured is a Named Insured. 4. An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business. "Policy," as used in this provision A. Who Is An Insured, includes those policies that were in force on the inception date of this Coverage Form but: 1. Which are no longer in force; or 2. Whose limits have been exhausted. B. Bail Bonds and Loss of Earnings Section II, Paragraphs A.2. (2) and A.2. (4) are revised as follows: 1. In a.(2), the limit for the cost of bail bonds is changed from $2,000 to $5,000; and 2. In a.(4), the limit for the loss of earnings is changed from $250 to $500 a day. C. Fellow Employee Section II, Paragraph B.5 does not apply. Such coverage as is afforded by this provision C. is excess over any other collectible insurance. II. PHYSICAL DAMAGE COVERAGE A. Glass Breakage — Hitting A Bird Or Animal — Falling Objects Or Missiles The following is added to Section III, Paragraph A.3.: With respect to any covered "auto," any deductible shown in the Declarations will not apply to glass breakage if such glass is repaired, in a manner acceptable to us, rather than replaced. B. Transportation Expenses Section III, Paragraph A.4.a. is revised, with respect to transportation expense incurred by you, to provide: a. $60 per day, in lieu of $20; subject to Copyright, CNA Corporation, 2000. Page 1 of 3 Includes copyrighted material of the Insurance Services Office used with its permission. CNA b. $1,800 maximum, in lieu of $600. C. Loss of Use Expenses Section III, Paragraph A.4.b. is revised, with respect to loss of use expenses incurred by you, to provide: a. $1,000 maximum, in lieu of $600. D. Hired "Autos" The following is added to Section III. Paragraph A.: 5. Hired "Autos" If Physical Damage coverage is provided under this policy, and such coverage does not extend to Hired Autos, then Physical Damage coverage is extended to: a. Any covered "auto" you lease, hire, rent or borrow without a driver; and b. Any covered "auto" hired or rented by your "employee" without a driver, under a contract in that individual "employee's" name, with your permission, while performing duties related to the conduct of your business. c. The most we will pay for any one "accident" or "loss" is the actual cash value, cost of repair, cost of replacement or $75,000, whichever is less, minus a $500 deductible for each covered auto. No deductible applies to "loss" caused by fire or lightning. d. The physical damage coverage as is provided by this provision is equal to the physical damage coverage(s) provided on your owned "autos." e. Such physical damage coverage for hired "autos" will: (1) Include loss of use, provided it is the consequence of an "accident" for which the Named Insured is legally liable, and as a result of which a monetary loss is sustained by the leasing or rental concern. (2) Such coverage as is provided by this provision will be subject to a limit of $750 per "accident." E. Airbag Coverage The following is added to Section III, Paragraph B.3.: The accidental discharge of an airbag shall not be considered mechanical breakdown. CNA63359XX (Ed. 04/12) Policy No.: 6045999519 CNA63359XX (Ed. 04/12) F. Electronic Equipment Section III, Paragraphs B.4.c and B.4.d. are deleted and replaced by the following: c. Physical Damage Coverage on a covered "auto" also applies to "loss" to any permanently installed electronic equipment including its antennas and other accessories. d. A $100 per occurrence deductible applies to the coverage provided by this provision. G. Diminution In Value The following is added to Section III, Paragraph B.6.: Subject to the following, the "diminution in value" exclusion does not apply to: a. Any covered "auto" of the private passenger type you lease, hire, rent or borrow, without a driver for a period of 30 days or less, while performing duties related to the conduct of your business; and b. Any covered "auto" of the private passenger type hired or rented by your "employee" without a driver for a period of 30 days or less, under a contract in that individual "employee's" name, with your permission, while performing duties related to the conduct of your business. c. Such coverage as is provided by this provision is limited to a "diminution in value" loss arising directly out of accidental damage and not as a result of the failure to make repairs; faulty or incomplete maintenance or repairs; or the installation of substandard parts. d. The most we will pay for "loss" to a covered "auto" in any one accident is the lesser of: (1) $5,000; or (2) 20% of the "auto's" actual cash value (ACV). III. Drive Other Car Coverage — Executive Officers The following is added to Sections II and III: 1. Any "auto" you don't own, hire or borrow is a covered "auto" for Liability Coverage while being used by, and for Physical Damage Coverage while in the care, custody or control of, any of your "executive officers," except: a. An "auto" owned by that "executive officer" or a member of that person's household; or Copyright, CNA Corporation, 2000. Page 2 of 3 Includes copyrighted material of the Insurance Services Office used with its permission. CNA b. An "auto" used by that "executive officer' while working in a business of selling, servicing, repairing or parking "autos." Such Liability and/or Physical Damage Coverage as is afforded by this provision. (1) Equal to the greatest of those coverages afforded any covered "auto"; and (2) Excess over any other collectible insurance. 2. For purposes of this provision, "executive officer" means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document, and, while a resident of the same household, includes that person's spouse. Such "executive officers" are "insureds" while using a covered "auto" described in this provision. IV. BUSINESS AUTO CONDITIONS A. Duties In The Event Of Accident, Claim, Suit Or Loss The following is added to Section IV, Paragraph A.2.a.: (4) Your "employees" may know of an "accident" or "loss." This will not mean that you have such knowledge, unless such "accident" or "loss" is known to you or if you are not an individual, to any of your executive officers or partners or your insurance manager. The following is added to Section IV, Paragraph A.2.b.: (6) Your "employees" may know of documents received concerning a claim or "suit." This will not mean that you have such knowledge; unless receipt of such documents is known to you or if you are not an individual, to any of your executive officers or partners or your insurance manager. B. Transfer Of Rights Of Recovery Against Others To Us Policy No.: 6045999519 CNA63359XX (Ed. 04/12) The following is added to Section IV, Paragraph A.S. Transfer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have, because of payments we make for injury or damage, against any person or organization for whom or which you are required by written contract or agreement to obtain this waiver from us. This injury or damage must arise out of your activities under a contract with that person or organization. You must agree to that requirement prior to an "accident" or "loss." C. Concealment, Misrepresentation or Fraud The following is added to Section IV, Paragraph B.2.: Your failure to disclose all hazards existing on the date of inception of this Coverage Form shall not prejudice you with respect to the coverage afforded provided such failure or omission is not intentional. D. Other Insurance The following is added to Section IV, Paragraph B.5.: Regardless of the provisions of Paragraphs 5.a. and 5.d. above, the coverage provided by this policy shall be on a primary non-contributory basis. This provision is applicable only when required by a written contract. That written contract must have been entered into prior to "Accident" or "Loss." E. Policy Period, Coverage Territory Section IV, Paragraph B. 7.(5).(a). is revised to provide: a. 45 days of coverage in lieu of 30 days. V. DEFINITIONS Section V. Paragraph C. is deleted and replaced by the following: "Bodily injury" means bodily injury, sickness or disease sustained by a person, including mental anguish, mental injury or death resulting from any of these. CNA63359XX Copyright, CNA Corporation, 2000. Page 3 of 3 (Ed. 04/12) Includes copyrighted material of the Insurance Services Office used with its permission. ACORN►® DATE (MM/DD/YYYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 5/4/2017 HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGRATION IS WAI subject to the terms and conditions of the policy, certain policies may require an endorsement. statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). A VED, PRODUCER Willis Towers Watson 12980 Metcalf Ave Suite 500 Overland Park KS 66213 INSURED Barrett Business Services, Inc. L/C/F GLOBAL POWER GROUP, INC. 12060 WOODSIDE AVE LAKESIDE, CA 92040 COVERAGES LTR CERTIFICATE NUMBER: INSURER A: INSURER B: INSURER C: INSURER D: INSURER E: INSURER F: CONTACT NAME: San Diego PHONE (NC, No Ext): (858) 314-1100 FAX (A/C, NO): (360) 828-0699 EMAIL ADDRESS: Elke.Wohlgemuth@bbsihq.com INSURER(S) AFFORDING COVERAGE NAIL # ACE American Insurance Company 22667 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 ISSUES OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PROJ- . LOC ■ ECT AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS HIRED AUTOS UMBRELLA LIAB EXCESS LIAB DED SCHEDULED AUTOS NON -OWNED AUTOS OCCUR OCCUR RETENTION $ CERTIFICATE OF LIABILITY INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) Y/N111 yes describe under DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) In event of any payment WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/ EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatoryin NH)If DESCRIPTION OF OPERATIONS below RWC C64382238 Covered states: CA 05/01 / 17 05/01/2018 REVISION NUMBER: EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurence) MED EXP (Any one person) PERSONAL & ADV INJURY PRODUCTS - COMP/OP AGG COMBINED SINGLE LIMIT (Ea accident) BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE EACH OCCURRENCE WC STATU- TORY LIMITS E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $2,000,000 $2,000,000 $2,000,000 this policy foru a Loss for which the named insured has waived the right of recovery in a written contract entered into prior to Inc the ss, eveinsurer hereby agreest under also waive our right ofwhic recovery but only with reed to such Loss. CERTIFICATE HOLDER City of National City, c/o Risk Manager 1243 National City Boulevard National City Ca 91950-4397 ACORD 25 (2010/05) CANCELLATION E.L. DISEASE - POLICY LIMIT SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATA THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Authorized Rep Arrowhead General Insurance Agency c) 1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD. Workers' Compensation and Employers' Named Insured BARRETT BUSINESS SERVICES, INC. L/C/F GLOBAL POWER GROUP, INC. 8100 NE PARKWAY DRIVE, STE. 200 VANCOUVER WA 98662 Endorsement Number Policy Number Symbol: RWC Number: C64382238 Policy Period 05-01-2017 TO 05-01-2018 Effective Date of Endorsement 05-01-2017 Issued By (Name of Insurance Company) ACE AMERICAN INSURANCE COMPANY Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. CALIFORNIA WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because California is shown in Item 3.A. of the Information Page. 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, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule, where you are required by a written contract to obtain this waiver from us. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. Schedule 1. ( ) Specific Waiver Name of person or organization: ( X ) Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: ALL CALIFORNIA OPERATIONS 3. Premium: The premium charge for this endorsement shall be 2 . 0 percent of the California premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described. 4. Minimum Premium : $ 0 Authorized Agent WC 99 03 22 MYYIAAM) A9 ///llHlnmmann0l August 28, 2017 CITY OF NATIONAL CITY Office of the City Clerk 1243 National City Blvd., National City, California 91950 619-336-4228 Michael R. Dalla, CMC - City Clerk Mr. Dante Jerig Global Power Group, Inc. 12060 Woodside Avenue Lakeside, CA 92040 Dear Mr. Jerig, On August 21, 2017, an Agreement was entered into between the City of National City and Global Power Group, Inc. We are enclosing for your records a fully executed original Agreement. Michael R. Dalla, CMC City Clerk Enclosure MYYIAAM) A9 ///llHlnmmann0l August 28, 2017 CITY OF NATIONAL CITY Office of the City Clerk 1243 National City Blvd., National City, California 91950 619-336-4228 Michael R. Dalla, CMC - City Clerk Mr. Dante Jerig Global Power Group, Inc. 12060 Woodside Avenue Lakeside, CA 92040 Dear Mr. Jerig, On August 21, 2017, an Agreement was entered into between the City of National City and Global Power Group, Inc. We are enclosing for your records a fully executed original Agreement. Michael R. Dalla, CMC City Clerk Enclosure