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HomeMy WebLinkAboutAdvantage Sentry and Protection (ASAP) - Security and Prisoner Transport Services - 2019AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND ADVANTAGE SENTRY AND PROTECTION, INC. THIS AGREEMENT is entered into on this 13th day of March, 2019, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and ADVANTAGE SENTRYAND PROTECTION, INC., a CALIFORNIA corporation) (the "CONSULTANT"). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to provide prisoner transport, hospital watch for prisoners, and medical clearances for prisoners. WHEREAS, the CITY has determined that the CONSULTANT is a security and prisoner transport company and is qualified by experience and ability to perform the services desired by the CITY, and the CONSULTANT is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONSULTANT. The CITY agrees to engage the CONSULTANT to transport prisoners to jail facilities, provide for prisoner hospital watches, and medical clearances for prisoners, and the CONSULTANT agrees to perform the services set forth here in accordance with all terms and conditions contained herein. The CONSULTANT represents that all services shall be performed directly by the CONSULTANT or under direct supervision of the CONSULTANT. 2. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement will become effective on April 1, 2019. The duration of this Agreement is for the period of April 1, 2019 through March 31, 2020. Completion dates or time durations for specific portions of the agreement are set forth in Exhibit "A". Agreement may be extended by mutual agreement upon the same terms and conditions for an additional one (1) year term. The Parties may exercise up to three one-year extensions. Any extension of this Agreement must be approved in writing by the City Council. 3. SCOPE OF SERVICES. CONSULTANT shall provide security and/or transportation of any prisoner at the request of the National City Police Department, including 24 hour security watch of prisoners receiving medical treatment at medical facilities, and subsequent transportation of that prisoner to a designated detention facility. This will be on a case -by -case or on -call basis. Services are also outlined in Exhibit "A". The CONSULTANT 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 CONSULTANT shall appear at meetings when requested to keep staff and City Council advised of the progress on the project. The CITY may unilaterally, or upon request from the CONSULTANT, from time to time reduce or increase the Scope of Services to be performed by the CONSULTANT under this Agreement. Upon doing so, the CITY and the CONSULTANT 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. The Administration Lieutenant hereby is designated as the Project Coordinator for the CITY and will monitor the progress and execution of this Agreement. The CONSULTANT shall assign a single Project Director to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONSULTANT. Norman A. Limes thereby is designated as the Project Director for the CONSULTANT. 5. COMPENSATION AND PAYMENT. The compensation for the CONSULTANT shall be based on monthly billings covering actual work performed. Billings shall include labor classifications, respective rates, hours worked and also materials, if any. The cost for work is described in Exhibit "A" shall not exceed $20,000. The compensation for the CONSULTANT'S work shall not exceed the regular rate of $40.00 per hour and holiday rate of $60.00 as described in Exhibit "A". Monthly 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 compensation will be completed on a needed basis. The CONSULTANT 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 CONSULTANT and the CITY cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT in this Agreement, the CITY or the CONSULTANT shall give to the other written notice. Within ten (10) business days, the CONSULTANT 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 CONSULTANT. 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the CONSULTANT 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 CONSULTANT hereby assigns to the CITY, and CONSULTANT thereby expressly waives and disclaims any copyright in, and the right to reproduce, all written material, drawings, plans, specifications, or other work Standard Agreement Page 2 of 11 City of National City and Revised July 2017 Advantage Sentry and Protection, Inc. prepared under this Agreement, except upon the CITY'S prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. The CONSULTANT shall, upon request of the CITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer. The CONSULTANT agrees that the CITY may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium, or method utilize the CONSULTANT'S written work product for the CITY'S purposes, and the CONSULTANT expressly waives and 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 CONSULTANT shall relieve the CONSULTANT 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 CONSULTANT nor the CONSULTANT'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 CONSULTANT and the CONSULTANT'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 CONSULTANT and its employees. Neither this Agreement nor any interest herein may be assigned by the CONSULTANT without the prior written consent of the CITY. Nothing herein contained is intended to prevent the CONSULTANT from employing or hiring as many employees, or SUBCONSULTANTS, as the CONSULTANT may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONSULTANT with its SUBCONSULTANT(S) shall require the SUBCONSULTANT(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 CONSULTANT or any of the CONSULTANT'S employees, except as herein set forth, and the CONSULTANT or the CONSULTANT'S agents, servants, or employees are not in any manner agents, servants, or employees of the CITY, it being understood that the CONSULTANT its agents, servants, and employees are as to the CITY wholly independent CONSULTANT, and that the CONSULTANT'S obligations to the CITY are solely such as are prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, 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 CONSULTANT and each of its SUBCONSULTANT(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. Standard Agreement Revised July 2017 Page 3 of 11 City of National City and Advantage Sentry and Protection, Inc. 11. LICENSES, PERMITS, ETC. The CONSULTANT represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. The CONSULTANT represents and covenants that the CONSULTANT 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 CONSULTANT to practice its profession. 12. STANDARD OF CARE. A. The CONSULTANT, 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 CONSULTANT'S trade or profession currently practicing under similar conditions and in similar locations. The CONSULTANT shall take all special precautions necessary to protect the CONSULTANT'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 CONSULTANT 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 CONSULTANT'S professional performance or the furnishing of materials or services relating thereto. C. The CONSULTANT is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONSULTANT 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 CONSULTANT has notified the CITY otherwise, the CONSULTANT 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 CONSULTANT to use due diligence under this sub -section will render the CONSULTANT 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 CONSULTANT 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 CONSULTANT 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 CONSULTANT 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 CONSULTANT certain confidential information to enable the CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT shall treat all such information as confidential and shall not disclose any part thereof without the Standard Agreement Page 4 of 11 City of National City and Revised July 2017 Advantage Sentry and Protection, Inc. prior written consent of the CITY. The CONSULTANT 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 CONSULTANT, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONSULTANT without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT 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 CONSULTANT 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 CONSULTANT 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. CONSULTANT 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 CONSULTANT 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 CONSULTANT'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 CONSULTANT 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 CONSULTANT 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 CONSULTANT under this Agreement. 17. INSURANCE. The CONSULTANT, at its sole cost and expense, shall purchase and maintain, and shall require its SUBCONSULTANT(S), when applicable, to purchase and maintain throughout the term of this Agreement, the following insurance policies: Standard Agreement Revised July 2017 Page 5 of 11 City of National City and Advantage Sentry and Protection, Inc. A. I I 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. 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 CONSULTANT'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 CONSULTANT has no employees subject to the California Workers' Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said Declaration shall be provided to CONSULTANT 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 CONSULTANT 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: 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 California that 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 Standard Agreement Revised July 2017 Page 6 of 11 City of National City and Advantage Sentry and Protection, Inc. 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 CONSULTANT 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. J. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. K. If the CONSULTANT 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 CONSULTANT. 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 CONSULTANT. During said 60-day period the CONSULTANT 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 CONSULTANT 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 CONSULTANT 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 CONSULTANT, whether paper or electronic, shall immediately become the property of and be delivered to the CITY, and the CONSULTANT 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 Standard Agreement Page 7 of 11 City of National City and Revised July 2017 Advantage Sentry and Protection, Inc. damages caused the CITY by the CONSULTANT'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 CONSULTANT; (2) a reorganization of the CONSULTANT for the benefit of creditors; or (3) a business reorganization, change in business name or change in business status of the CONSULTANT. 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: Jose Tellez Chief of Police Police Department City of National City 1243 National City Boulevard National City, CA 91950-4397 To CONSULTANT: Norman A. Llanes President/ CEO Advantage Sentry And Protection, Inc. 659 Third Ave, Suite A Chula Vista, Ca. 91910 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 CONSULTANT 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 CONSULTANT also agrees not to specify any product, treatment, process or material for the project in which the CONSULTANT has a material financial interest, Standard Agreement Revised July 2017 Page 8 of 11 City of National City and Advantage Sentry and Protection, Inc. either direct or indirect, without first notifying the CITY of that fact. The CONSULTANT shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code. The CONSULTANT 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 CONSULTANT has a financial interest as defined in Government Code Section 87103. The CONSULTANT 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 CONSULTANT shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically, the CONSULTANT 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 CONSULTANT shall obtain from the City Clerk. The CONSULTANT 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 CONSULTANT. 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. Consultant 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. Standard Agreement Revised July 2017 Page 9 of 11 City of National City and Advantage Sentry and Protection, Inc. 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. 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 Subconsultants. The CITY is engaging the services of the CONSULTANT identified in this Agreement. The CONSULTANT 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 subconsultant(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 patty'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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF NATIONAL CITY By5::2.-±Jic5CD"— Leslie Deese, City Manager APPROVED AS TO FORM: Angil P. Morris -Jones City Attorney Standard Agreement Revised July 2017 NORMAN A. LLANES (Corporation — signatures of two corporate officers required) (Partnership or Sole proprietorship — one signature) Page 10 of 11 NORMAN A. LLANES (Print) _PRESIDENT/ CEO (Title) City of National City and Advantage Sentry and Protection, Inc. By: Nicole Pedone Senior Assistant City Attorney Standard Agreement Revised July 2017 Page 11 of 11 JOYCE L. ATKINS-LLANES (Print) VICE PRESIDENT/CFO (Title) City of National City and Advantage Sentry and Protection, Inc. EXHIBIT "A" Advantage Sentry And Protection, Inc ("ASAP") Services for National City Police Department Provide an armed security officer to guard and/or transport prisoners who are in custody of the National City Police Department. ASAP will provide: • At Least one armed security officer who is currently licensed to work in the State of California by the Department of Consumer Affairs Bureau. • All uniforms and equipment for security personnel including handcuffs, at least one less lethal option, and a firearm. • A secure vehicle specifically designed to transport prisoners safely, as well as all related fuel, insurance, and maintenance costs • Response to the designated Hospital or to the National City Police Department within one hour of being notified by the National City Police Department. • As reasonable, prevent escape of prisoner and report any criminal activity by prisoner to the National City Police Department. • Comply with all rules and regulations at any point of destination such as County Jail or a medical facility. Scope of Work ASAP shall provide security and/or transportation of any prisoner at the request of the National City Police Department, including 24 hour security watch of prisoners receiving medical treatment at medical facilities, and subsequent transportation of that prisoner to a designated detention facility. ASAP shall abide by all laws, rules and regulations pertaining to prisoner treatment as defined in the California Penal Code and Title 15 of the California Code of Regulations. ASAP shall invoice the City every 2 weeks for services rendered. Cost: Armed Security/Transport Officer Regular Hourly Rate $40.00 Armed Security/Transport Officer Holiday Hourly Rate $60.00 Recognized Holidays: New Years Day, Presidents Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day and Christmas Day. (8 Holidays) Minimum 2 hours per CaII Out Policy Number: 51CAD00265-191 s t COMMERCIAL AUTO ECA 04 506 02 14 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTO ENHANCEMENT ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM The following is a summary of the Limits of Insurance and additional coverage provided by this endorse- ment. For complete details on specific coverage, please refer to policy language in this endorsement and the underlying Business Auto Coverage Form. Coverage Applicable Enhancement Subsidiaries As Insureds Broadened Newly Acquired Organizations As Insureds Broadened Blanket Additional Insureds Broadened Employees As Insureds (Non -Ownership) Broadened Supplementary Payments — Bail Bonds $3,000 Limit Supplementary Payments — Loss Of Earnings $1,000 per day Fellow Employee Bodily Injury Broadened Towing Coverage — All Covered Autos Broadened Glass Breakage Coverage —Waiver of Deductible Broadened Loss of Use Expenses $50 per day $1,000 Limit Stolen Vehicle Extra Expense Broadened Airbag Discharge Broadened Electronic Equipment (Permanently Installed) Broadened Single Deductible Provision Broadened Notice To Company Broadened Blanket Waiver Of Subrogation Broadened Unintentional Failure To Disclose Hazards Broadened Bodily Injury Includes Mental Anguish Broadened Coverage Territory Extension - Mexico Broadened ECA 04 506 02 14 Copyright, Everest Reinsurance Company, 2014 Includes copyrighted material of Insurance Services Office, Inc. used with its permission. INSURED COPY Page 1 of 4 ❑ A. Who Is An Insured (2) Is executed after the date of loss. The following is added to Paragraph A.1. of Sec- tion II — Covered Autos Liability Coverage: d. Any: (1) Subsidiary which is a legally incorporated entity of which you own greater than 50% interest in the voting stock on the effective date of this Coverage Form. However, the insurance afforded by this provision does not apply to any subsidiary that is an "in- sured" under any other automobile liability policy, or would be an "insured" under such policy but for the termination of such policy or the exhaustion of such policy's limits of insurance. (2) Organization you newly acquire or form, and over which you maintain majority inter- est. The coverage afforded by this provision: (a) Is effective on the acquisition date, and is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; (b) Does not apply to "bodily injury" or "property damage" resulting from an "accident" that occurred before you ac- quired or formed the organization; and (c) Does not include any newly acquired or formed organization that is: (i) (ii) A joint venture or partnership; or An "insured" under any other auto- mobile liability policy or would be an "insured" under such policy but for the termination of such policy or the exhaustion of such policy's limits of insurance. e. Any person, organization or governmental entity with respect to the operation, mainte- nance, or use of a covered "auto" if you are re- quired to add such person, organization or governmental entity to this policy as an addi- tional insured in order to comply with the terms of a written "insured contract" or written agreement. This does not apply when such contract or agreement: (1) Involves the owner or anyone else from whom you hire or borrow a covered "auto" unless it is a "trailer" connected to a cov- ered "auto" you own; or Page 2 of 4 Paragraph e.(2) does not apply if: (1) The terms and conditions of the written "insured contract" had been agreed upon prior to the "accident" or "loss"; and (2) You can definitively establish that the terms and conditions of the written "insured con- tract" ultimately executed are the same as those which had been agreed upon prior to the "accident" or "loss". f. Any of your "employees" while using a covered "auto" in your business or your personal affairs, provided you do not own, hire or borrow that "auto". B. Coverage Extensions - Supplementary Payments Paragraphs A.2.a.(2) and A.2.a.(4) of Section II — Covered Autos Liability Coverage are replaced by the following: (2) Up to $3,000 for cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the "in- sured" at our request, including actual loss of earnings up to $1,000 a day because of time off from work. C. Fellow Employee The following exception is added to exclusion 5. Fellow Employee under paragraph B. Exclu- sions of Section II — Covered Autos Liability Coverage: This exclusion does not apply if the "bodily injury" results from the use of a "covered auto" you own or hire. The coverage provided under this excep- tion is excess over any other collectible insurance. D. Towing Paragraph A.2. of Section 1I1 — Physical Damage Coverage is replaced by the following: 2. We will pay for towing and labor costs each time that a covered "auto" is disabled. All labor must be performed at the place of disablement of the covered "auto". If the auto is not a pri- vate passenger type, a $250 deductible will apply to this coverage but it will not reduce the available limit of insurance. For all types of "au- to", the most we will pay under this coverage is $1,000 per disablement. "Autos" which are dis- abled do not include stolen vehicles. Copyright, Everest Reinsurance Company, 2014 Includes copyrighted material of Insurance Services Office, Inc. used with its permission. INSURED COPY ECA 04 506 02 14 0 E. Glass Breakage — Hitting A Bird Or Animal — Falling Objects or Missiles The following is added to Paragraph A.3. of Sec- tion III — Physical Damage Coverage: 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 re- placed. If the glass must be replaced and there is no other damage associated with the "loss", the deductible will be $100 unless a lower deductible is shown in the Declarations applicable to this coverage. F. Loss Of Use Expenses Paragraph A.4.b. of Section III — Physical Dam- age Coverage is replaced by the following: b. Loss Of Use Expenses For Hired Auto Physical Damage, we will pay expenses for which an "insured" becomes le- gally responsible to pay for loss of use of a ve- hicle rented or hired without a driver, under a written rental contract or agreement. We will pay for loss of use expenses if caused by: (1) Other than collision only if the Declarations indicate that Comprehensive Coverage is provided for any covered "auto"; (2) Specified Causes Of Loss only if the Decla- rations indicate that Specified Causes Of Loss Coverage is provided for any covered "auto"; or Collision only if the Declarations indicate that Collision Coverage is provided for any covered "auto". However, the most we will pay for any expens- es for loss of use is $50 per day, to a maximum of $1,000. G. Extra Expense — Stolen Vehicle The following is added to Paragraph A.4. of Sec- tion III — Physical Damage Coverage: c. Stolen Vehicle We will pay for all reasonable and necessary expenses to return a stolen covered "auto" to you. H. Airbag Coverage The following exception is added to Paragraph B.3.a. of Section III — Physical Damage Cover- age: The accidental discharge of an airbag shall not be considered mechanical breakdown if it occurs in a covered "auto" for which Comprehensive coverage is purchased. This provision does not apply to "au- tos" you hire with a driver and is excess over any warranty specifically designed to provide this cov- erage. (3) ECA 04 506 02 14 I. Electronic Equipment Coverage Section III — Physical Damage Coverage is amended as follows: 1. The sublimit in Paragraph C.1.b. of the Limit Of Insurance Provision is increased to $3,000. 2. No Physical Damage Coverage deductible ap- plies to the first $3,000 of "loss" to electronic equipment described in Paragraph C.1.b. of the Limit Of Insurance Provision. J. Single Deductible Provision The following is added to Paragraph D. of Section III — Physical Damage Coverage: If a Comprehensive or Specified Causes of Loss Coverage "loss" from "accident" involves two or more covered "autos", only the highest deductible applicable to those coverages will be applied to the "accident", if the cause of the loss is covered for those vehicles. This provision only applies if you carry Compre- hensive or Specified Causes of Loss Coverage for those vehicles, and does not extend coverage to any covered "autos" for which you do not carry such coverage. If a "loss" covered under this Coverage Part also involves a "loss" to other property from the same "accident", which is covered under a Commercial Property or Inland Marine Coverage Part issued by us to you, only the highest deductible applica- ble to those coverages will be applied to the "acci- dent". K. Notice To Company Paragraph A.2. of Section IV — Business Auto Conditions is amended as follows: 1. With respect to notification requirements, your obligation under Paragraph A.2.a. applies only when the "accident" or "loss" is known to: a. You, if you are an individual; b. A partner, if you are a partnership; c. A member, if you are a joint venture or limited liability company; or d. An executive officer or insurance manager, if you are an organization other than a part- nership, joint venture or limited liability company. 2. With respect to the requirements pertaining to you providing us with document concerning a claim or "suit", your obligation under Paragraph A.2.b. will not be considered breached unless the breach occurs after such claim or "suit" is known to: a. You, if you are an individual; b. A partner, if you are a partnership; c. A member, if you are a joint venture or limited liability company; or Copyright, Everest Reinsurance Company, 2014 Includes copyrighted material of Insurance Services Office, Inc. used with its permission. INSURED COPY Page 3 of 4 ❑ d. An executive officer or insurance manager, if you are an organization other than a part- nership, joint venture or limited liability company. L. Blanket Waiver Of Subrogation The following is added to Paragraph A.5. of Sec- tion IV — Business Auto Conditions: a. However, we waive any right of recovery we may have against a person, organization or government entity when you have waived such right of recovery under a written "insured con- tract" that is: (1) Currently in effect or becoming effective during the term of this policy; and (2) Executed prior to the "accident" or "loss", or executed after the "accident" or "loss" if: (a) The terms and conditions of the written "insured contract" had been agreed up- on prior to the "accident" or "loss"; and (b) You can definitively establish that the terms and conditions of the written "in- sured contract" ultimately executed are the same as those which had been agreed upon prior to the "accident" or "loss". b. We hereby waive any right of subrogation against any of your officers, directors or em- ployees which might arise by reason of any payment under the insurance afforded by the policy for the operation, maintenance, use, loading or unloading of a non -owned "auto". This waiver extends only to payments in ex- cess of other valid and collectible insurance available to the officer, director or employee. M. Unintentional Failure To Disclose Hazards The following is added to Paragraph B.2. of Sec- tion IV — Business Auto Conditions: If you unintentionally fail to disclose any hazards existing on the effective date of this Coverage Form, we will not deny coverage under this Cov- erage Form because of such failure. However, this provision does not affect our right to collect addi- tional premium due to us as a result of these un- disclosed hazards in accordance with our filed rat- ing plans. Page 4 of 4 N. Bodily Injury Includes Mental Anguish Paragraph C. of Section V — Definitions is re- placed by the following: C. `Bodily injury" means bodily injury, sickness or disease sustained by a person, including "men- tal anguish" or death resulting from any of these at any time. For the purpose of this provision, the term "mental anguish" shall mean any type of men- tal or emotional illness or distress. O. Mexico Coverage The coverage provided by this policy for covered "autos" you own or lease on a long term basis without drivers are extended to "accidents" or "losses" occurring in Mexico if: 1. The covered "auto" is in Mexico for a period not exceeding 10 days; and 2. The covered "auto" is principally garaged and used in the United States; and 3. The driver of the covered "auto" does not re- side in Mexico; For Liability Coverage to apply to "accidents" oc- curring in Mexico, the following must also apply: 1. Valid and collectible auto liability insurance for the covered "auto" has been purchased from a licensed Mexican Insurance Company and is in force at the time of the "accident"; and 2. The original "suit" for damages is brought with- in the United States. For "losses" payable under Physical Damage Coverage this additional restriction applies: We will pay "losses" under Physical Damage Cov- erage in the United States, not in Mexico. If the covered "auto" must be repaired in Mexico in order to be driven, then the most we will pay for "loss" is the lesser of the following: 1. The cost of repairing the "auto" or replacing its parts in Mexico; or 2. The cost of repair or replacement at the near- est point in the United States where the repairs or replacement could be made. Other Insurance: The insurance provided by this section will be ex- cess over any other collectible insurance. Copyright, Everest Reinsurance Company, 2014 Includes copyrighted material of Insurance Services Office, Inc. used with its permission. INSURED COPY ECA 04 506 02 14 D 51 GL014168-191 COMMERCIAL GENERAL LIABILITY ECG 24 522 04 02 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: Blanket Where Required by Written Contract (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) The TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Condition (Section IV — COMMERCIAL GENERAL LIABILITY CONDITIONS) is amended by the addition of the following: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your operations or "your work" done under a written agreement that requires you to waive your rights of recovery. The written agreement must be made prior to the date of the "occurrence". This waiver applies only to the person or organization shown in the Schedule above. ECG 24 522 04 02 Includes copyrighted material of Insurance Services Office, Page 1 of 1 0 Inc., with its permission. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this meth- od, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. ECG 24 520 08 05 Includes copyrighted material of Insurance Services Office, Inc. Page 2 of 2 ❑ Used with its permission. 51GL014168-191 COMMERCIAL GENERAL LIABILITY ECG 20 596 04 12 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - AUTOMATIC STATUS WHEN REQUIRED IN AGREEMENT WITH YOU This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Section II — Who Is An Insured is amended to include as an additional insured any person or or- ganization for whom you are performing opera- tions when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy. Such person or organization is an additional insured only with re- spect to liability for "bodily injury", "property dam- age" or "personal and advertising injury" but only to the extent caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for an additional insured. A person's or organization's status as an addition- al insured under this endorsement ends when your operations for that additional insured are completed. B. The insurance afforded to an additional insured shall only include the insurance required by the terms of the written agreement and shall not be broader than the coverage provided within the terms of the Coverage Part. C. The Limits of Insurance afforded to an additional insured shall be the lesser of the following: 1. The Limits of Insurance required by the written agreement between the parties; or 2. The Limits of Insurance provided by this Cov- erage Part. ECG 20 596 04 12 D. With respect to the insurance afforded to an addi- tional insured, the following additional exclusions apply: This insurance does not apply to: 1. "Bodily injury", "property damage" or "personal and advertising injury" arising out of any act or omission of an additional insured or any of its employees. 2. "Bodily injury", "property damage" or "personal and advertising injury" arising out of the ren- dering of, or the failure to render, any profes- sional architectural, engineering or surveying services, including: (a) The preparing, approving, or failing to pre- pare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifica- tions; or (b) Supervisory, inspection, architectural or engineering activities. 3. "Bodily injury" or "property damage" occurring after: (a) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than ser- vice, maintenance or repairs) to be per- formed by or on behalf of an additional in- sured(s) at the location of the covered operations has been completed; or (b) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcon- tractor engaged in performing operations for a principal as a part of the same project. Copyright, Everest Reinsurance Company 2009 Includes copyrighted material of Insurance Services Office, Inc., used with its permission. Page 1 of 1 0 51 GL014168-191 COMMERCIAL GENERAL LIABILITY ECG 24 520 08 05 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDMENT - OTHER INSURANCE (PRIMARY NONCONTRIBUTORY) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Condition 4. Other Insurance of SECTION IV COMMERCIAL GENERAL LIABILITY CONDITIONS is replaced by the following: a. Primary Insurance This insurance is primary except when b. below applies. If this insurance is primary, our obliga- tions are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method de- scribed in c. below, except that we will not seek contribution from any party with whom you have agreed in a written contract or agreement that this insurance will be primary and noncontribu- tory, if the written contract or agreement was made prior to the subject "occurrence" or of- fense. b. Excess Insurance This insurance is excess over: (1) Any of the other insurance, whether prima- ry, excess, contingent or on any other basis: (a) That is Fire, Extended Coverage, Build- er's Risk, Installation Risk or similar coverage for "your work"; (b) That is Fire insurance for premises rented to you or temporarily occupied by you with permission of the owner; (c) That is insurance purchased by you to cover your liability as a tenant for "prop- erty damage" to premises rented to you or temporarily occupied by you with permission of the owner; or (d) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I — Coverage A — Bodily Injury And Property Damage Liability. (2) Any other primary insurance available to you covering liability for damages arising out of the premises or operations, or the products and completed operations, for which you have been added as an addition- al insured by attachment of an endorse- ment. When this insurance is excess, we will have no duty under Coverages A or B to defend the in- sured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other in- surance, we will pay only our share of the amount of the Toss, if any, that exceeds the sum of: (1) The total amount that all such other insur- ance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self -insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method al- so. Under this approach each insurer contrib- utes equal amounts until it has paid its applica- ble limit of insurance or none of the loss remains, whichever comes first. ECG 24 520 08 05 Includes copyrighted material of Insurance Services Office, Inc., Page 1 of 2 0 with its permission. 51 GL014168-191 COMMERCIAL GENERAL LIABILITY ECG 20 596 0412 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - AUTOMATIC STATUS WHEN REQUIRED IN AGREEMENT WITH YOU This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Section II — Who Is An Insured is amended to include as an additional insured any person or or- ganization for whom you are performing opera- tions when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy. Such person or organization is an additional insured only with re- spect to liability for "bodily injury", "property dam- age" or "personal and advertising injury" but only to the extent caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for an additional insured. A person's or organization's status as an addition- al insured under this endorsement ends when your operations for that additional insured are completed. B. The insurance afforded to an additional insured shall only include the insurance required by the terms of the written agreement and shall not be broader than the coverage provided within the terms of the Coverage Part. C. The Limits of Insurance afforded to an additional insured shall be the lesser of the following: 1. The Limits of Insurance required by the written agreement between the parties; or 2. The Limits of Insurance provided by this Cov- erage Part. ECG 20 596 0412 D. With respect to the insurance afforded to an addi- tional insured, the following additional exclusions apply: This insurance does not apply to: 1. "Bodily injury", "property damage" or "personal and advertising injury" arising out of any act or omission of an additional insured or any of its employees. 2. "Bodily injury", "property damage" or "personal and advertising injury" arising out of the ren- dering of, or the failure to render, any profes- sional architectural, engineering or surveying services, including: (a) The preparing, approving, or failing to pre- pare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifica- tions; or (b) Supervisory, inspection, architectural or engineering activities. 3. "Bodily injury" or "property damage" occurring after: (a) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than ser- vice, maintenance or repairs) to be per- formed by or on behalf of an additional in- sured(s) at the location of the covered operations has been completed; or (b) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcon- tractor engaged in performing operations for a principal as a part of the same project. Copyright, Everest Reinsurance Company 2009 Includes copyrighted material of Insurance Services Office, Inc., used with its permission. Page 1 of 1 ❑ 51GL014168-191 COMMERCIAL GENERAL LIABILITY ECG 24 520 08 05 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDMENT - OTHER INSURANCE (PRIMARY NONCONTRIBUTORY) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Condition 4. Other Insurance of SECTION IV COMMERCIAL GENERAL LIABILITY CONDITIONS is replaced by the following: a. Primary Insurance This insurance is primary except when b. below applies. If this insurance is primary, our obliga- tions are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method de- scribed in c. below, except that we will not seek contribution from any party with whom you have agreed in a written contract or agreement that this insurance will be primary and noncontribu- tory, if the written contract or agreement was made prior to the subject "occurrence" or of- fense. b. Excess Insurance This insurance is excess over: (1) Any of the other insurance, whether prima- ry, excess, contingent or on any other basis: (a) That is Fire, Extended Coverage, Build- er's Risk, Installation Risk or similar coverage for "your work"; (b) That is Fire insurance for premises rented to you or temporarily occupied by you with permission of the owner; (c) That is insurance purchased by you to cover your liability as a tenant for "prop- erty damage" to premises rented to you or temporarily occupied by you with permission of the owner; or (d) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I — Coverage A — Bodily Injury And Property Damage Liability. (2) Any other primary insurance available to you covering liability for damages arising out of the premises or operations, or the products and completed operations, for which you have been added as an addition- al insured by attachment of an endorse- ment. When this insurance is excess, we will have no duty under Coverages A or B to defend the in- sured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other in- surance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insur- ance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self -insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method al- so. Under this approach each insurer contrib- utes equal amounts until it has paid its applica- ble limit of insurance or none of the loss remains, whichever comes first. ECG 24 520 08 05 Includes copyrighted material of Insurance Services Office, Inc., Page 1 of 2 CI with its permission. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this meth- od, each insurers share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. ECG 24 520 08 05 Includes copyrighted material of Insurance Services Office, Inc. Page 2 of 2 CI Used with its permission. 51 GL014168-191 COMMERCIAL GENERAL LIABILITY ECG 24 522 04 02 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: Blanket Where Required by Written Contract (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) The TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Condition (Section IV — COMMERCIAL GENERAL LIABILITY CONDITIONS) is amended by the addition of the following: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your operations or "your work" done under a written agreement that requires you to waive your rights of recovery. The written agreement must be made prior to the date of the "occurrence". This waiver applies only to the person or organization shown in the Schedule above. ECG 24 522 04 02 Includes copyrighted material of Insurance Services Office, Page 1 of 1 0 Inc., with its permission. �', ADVANTA AC" ORO" CERTIFICATE OF LIABILITY INSURANCE `-� OP ID: SG DA02/25/2019TE Y) 02/25/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTURCATE 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 have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER 877-242-9600 Central Insurance Agency, Inc. 93 East Main Street Smithtown, NY 11787 George Gavaris CONTACT Christopher Deale NAME:ON (A//C, No, Ext): 877-242-9600 I FAX No).877-243-8995 E-MAIL DRIESS' certificates@ciainsures.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Everest Indemnity Insurance Co 10851 AN URE dvantage Sentry and PPO#14on Inc g59 Third Av nue Ste A Chula Vista, CA 91910 INSURER B : Hanover Insurance Co. 22292 INSURER C : Everest National Inurance Co. 10120 INSURER D: Everest Denali Insurance Co 16044 INSURER E : INSURER F : COVERAGE • • 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 ,INSD SUBR WVD POLICY NUMBER POLICY EFF IMM/DD/YYYYI POLICY EXP (MM/DD/YYYYI LIMITS A X COMMERCIAL GENERAL LIABILITY X 51GL014168-191 01/18/2019 01/18/2020 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) 50 000 $ X Assualt & Battery MED EXP (Any one person) $ 5,000 X Errors & Omission PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE POLICY OTHER: X LIMIT APPLIES PER: LOC GENERAL AGGREGATE $ 5,000,000 PRODUCTS - COMP/OP AGG $ 5,000,000 D AUTOMOBILE X LIABILITY ANY AUTO OWNED SCHEDULED AUTOS NON-OyVNEp S ONLY X 51CAD00265-191 01/27/2019 01/27/2020 COMBINED SINGLE LIMIT (Ea accident) 1,000,000 $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE 51E0003702-191 01/18/2019 01/18/2020 EACH OCCURRENCE $ 1,000,000 AGGREGATE $ 1,000,000 DED RETENTION $ $ C WORKERS COMPENSATION 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 5300004503-191 01/01/2019 01/01/2020 X PER STATUTE OTH- ER E.L. EACH ACCIDENT 1,000,000 $ E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE -POLICY LIMIT 1,000,000 $ B Crime BDCD461306-01 01/01/2019 01/01/2020 1st & 3rd 50,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) City of National City- Police Department is included as an additional insured under the general liability with respect to the liability created by the negligent acts, errors and omissions of the named insured herein as required by written contract. The workers compensation includes a waiver of subrogation as required by written contract. CERTIFICATE HOLDER CANCELLATION City of National City c/o Risk Manager 1243 National City Blvd National City, CA 91950 CTYOFNA 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 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD __,........111 ADVANTA ACC) RCr CERTIFICATE OF LIABILITY INSURANCE 411......---' OP ID: S DATE(MM/DD/YYYY) 02/21/2019 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 have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER 877-242-9600 Central Insurance Agency, Inc. 93 East Main Street Smithtown, NY 11787 George Gavaris CONTACT Christopher Deale NAME:HO N (A//CC,NN , Ext), 877-242-9600 FAX 877-243-8995 (A/C, No): E-MAIL ADDRESS: certificates@CI81r1SUreS.COm INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Everest Indemnity Insurance Co 10851 N URED Advantage Sentry and Protection Inc 987 659 Third g59 Third Avenue,.Ste A Chula Vista, CA91910 INSURER B : Hanover Insurance Co. 22292 INSURER C : Everest National Inurance Co. 10120 INSURER D Everest Denali Insurance Co 16044 INSURER E : INSURER F : COVERAGES CERTIFICATE 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 l TR TYPE OF INSURANCE ADDL _1SD SUBR WVD POLICY NUMBER POLICY EFF IMM/DD/YYYYI POLICY EXP (MM/DD/YYYYI LIMITS A X COMMERCIAL GENERAL LIABILITY X 51GL014168-191 01118/2019 01 /18/2020 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) 50 000 $ X Assualt & Battery MED EXP (Any one person) $ 5,000 X Errors & Omission PERSONAL & ADV INJURY $ 1,000,000 GERI. AGGREGATE POLICY OTHER: X LIMIT APPLIES JE0 PER: GENERAL AGGREGATE $ 5,000,000 PRODUCTS - COMP/OP AGG $ 5,000,000 $ D AUTOMOBILE X LIABILITY ANY AUTO OWNED SCHEDULED AUTOS NON- ONLY 51CAD00265-191 01/27/2019 01/27/2020 COMBINED SINGLE LIMIT (Ea accident) 1,000,000 $ BODILY INJURY (Per person) _$ BODILYp BODILY INJURY (Per accident) $ PROPERTY accidentDAMAGE $ $ A X UMBRELLA LIAB EXCESSLIAB X OCCUR CLAIMS -MADE 51E0003702-191 01/18/2019 01/18/2020 EACH OCCURRENCE $ 1,000,000 AGGREGATE $ 1,000,000 DED RETENTION $ $ C WORKERS COMPENSATION 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 5300004503-191 01/01/2019 01/01/2020 X PER STATUTE ERH E.L. EACH ACCIDENT 1,000,000 $ E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT 1,000,000 $ B Crime BDCD461306-01 01/01/2019 01/01/2020 1st & 3rd 50,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) City of National City- Police Department is included as an additional insured under the general liability with respect to the liability created by the negligent acts, errors and omissions of the named insured herein as required by written contract. CERTIFICATE HOLDER CANCELLATION CTYOFNA City of National City Police Department 1200 National Ave 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 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE PERSON OR ORGANIZATION JOB DESCRIPTION ANY PERSON OR ORGANIZATION FOR WHOM THE NAMED INSURED HAS AGREED BY WRITTEN CONTRACT TO FURNISH THIS WAIVER Policy Number: 5300004503-191 - 1998 by the Workers' Compensation Insurance Rating Bureau of California. All rights reserved. From the WCIRB's California Workers' Compensation Insurance Forms Manual - 1999. INSURED COPY CITY OF NATIONAL CITY Office of the City Clerk 1243 National City Blvd., National City, California 91950-4397 619-336-4228 Michael R. Dalla, CMC - City Clerk March 14, 2019 Mr. Norman A. Llanes President/CEO Advantage Sentry and Protection, Inc. 659 Third Avenue, Suite A Chula Vista, CA 91950 Dear Mr. Llanes, On March 13th, 2019, an Agreement was entered into between the City of National City and Advantage Sentry and Protection, Inc. We are forwarding a fully executed original Agreement for your records. Sincerely, Michael 1 Dalla, CMC City Clerk Enclosure