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HomeMy WebLinkAbout2023 CON The Solis Group - Project Labor AgreementDo uSign Envelope ID: 5DAF A7 -37E -434O-B 8 -8473 E4144E AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND TSG ENTERPRISES, INC. dba THESOLIS GROUP THIS AGREEMENT is entered into on this 10th day of April 2023, by and between the CITY OF NATIONAL CITY, a municipal co orati . (the "CITY"), and TSG ENTERPRISES, INC. dba THE SOLIS GROUP a corporation (the "CONSULTANT"). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to provide professional consulting services in support of the CITY' s efforts to develop a Project Labor Agreement; WHEREAS, the CITY has determined that the CONSULTANT is a professional consulting firmand is qualified by 30 years of experience working with public agencies, contractors and labor organizations in the development, monitoring and implementation of Project ect Labor Agreements and has the ability to perform the services desiredby the CITY, and the CONSULTANT is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: r ENGAGEMENT. OF CONSULTANT. The CITY agrees to engage the CONSULTANT to provide professional. consulting services, 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 the CONSULTANT or under direct supervision of the CONSULTANT. 2. EFFECTIVE DATE AND NGT OF AGREANT* This Agreement win become effective on April 10, 2023. The duration of this Agreement is for the period of April 10, 2023 through August 31, 2023. Completion dates or time durations for specific portions of the project are set forth in Exhibit "A". This Agreement may be extended by mutual agreement upon the same terms and conditions for an additional one 1 year term. Any extension of this Agreement must be approved in writing by the City Manager 3. SCOPE OF SERVICES. The CONSULTANT will provide professional consulting services in support of the CITY's effort to develop a project labor agreement. ent. These services are set forth in attached 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 specified in ambit "A" to keep staff and City Council advised of the progress on the project. The C NSULT NT's work product is the property of the CITY and ALL work performed in the course of developing the project labor agreement, weather the CONSULTANT'S DocuSign Envelope ID: D F A7 - 7E -4 40-B 3- 47 E4144E or 1 Y' S is confidential and the CONSULTANT must have permission from the City prior to disclosure, The CITY may unilaterally, or upon request from the CONSULTANT, rom time to time reduce or increase the Scope of Services to be performed ed by the CONSULTANTCONSULTkNT 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 _S RIS N„ The City Manager or his or her designee is hereby designated as the Project Coordinator or 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. Jeremy Turner 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 total cost for all work described in Exhibit "A" shall not exceed $18,500. The compensation for the CONSULTANT'S SULTANT' work shall not exceed $180 per hour. Monthly invoices will be processed for payment and remitted within thirty days from receipt invoice, provided that work is accomplished consistent with Exhibit "A", .s deter :wined by the: CITY. The CONSULTANT shall maintain all books, documents, papers, employee time sheets, accounting rcord , 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 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. 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 ofcpnation 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 CONSL1TANT 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 ardor the compensation payable to the CONSULTANT. 7, DISPOSITION AND OWNERSHIP_ _ DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the CONSULTANT for this project, whether paper or electronic, shall: (1) be free from defects; (2) become the property of the CITY for use with respect to this project; and shall be turned over to the CITY upon completionof the project, or ally 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 Standard Agreement Revisal February 0 Page 2 of City of a ion al City and The Solis Group Do uSi n Envelope ILA: 5DAF3A75-37E9-4340-B283-84735CE4144E 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, .ction, 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 through989 relating to intellectual property and artistic works. Any modification or reuse by the CITY of documents, drawings, or specifications prepared y the CONSULTANT shall relieve the NS `roe 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 ventures 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 o:f the CONSULTANT and the CONSULTANT'S employees, andit 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 er t 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 SUBCON ULTAI T 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 ofthe CONSULTANT or any of the CONSULTANT'S employees, except as set forth in this Agreement. The CONSULTANT, or the CONSULTANT'S agents, servants, or employees are not in any manner agents, servants, or employees of the CITY. The C NS TANT and its agents, servants, and employees are wholly independent from the CITY and CONSULTkNTS obligations to the CITY are solely 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 `orce or subsequently enacted. The CONSULTANT and each of its SUBC NS TA 1'T S , shall, obtain and maintain a current City of National City business license prior to and during performance of any work pursuantto this Agreement. Standard Agreement Page 3 of 13 City of National City and Revised February 2023 The Solis Group Do u i n Envelope ID: D F A7 -37E -43 O-8 - 473 E4'I44E 11., LICENSES,_PERMEITS ETC. The CONSULTANT T represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. CONSULTANT must promptly produce a copy of anysuch license, permit, or approval to CITY upon request. 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 an l or the conditions .s of the work site. 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. 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 IT ' S later inability to obtain the specified items or any reaso. a l.e 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 employ ..ent 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 Standard Agreement Page 4 of t3 Revised February 2023 The Solis Group City of National City and Do u i rn Envelope ID: 5D F 7 -37E-4840-B283-84735 E4144E shall treat all such information as confidential and shall not disclose any part thereof without the 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 ati that (i) hasbeen. disclosed in publicly available sources of information; (ii) is, through no fault of the CONSULTANT, hereafter fter disclosed in publicly available sources of information; (ill) 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 .as been or is rightfully authorized by that third party. The CONSULTANT shallnot 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. INIMEMNIFTCATION AND HOLD HARMLESS, To the maximum extent provided by law, 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, i, .ri s 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 arty 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 C S LT T 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. EmEi.ILigiyE INDNIIToN, 16.1 PERS Eligibility Indemnification. If C NTRAC R' employee(s) providing services under this Agreement claims, or is determined by a couit of competent jurisdiction or the California Public Employees Retirement System ("PERS") to be eligible for enrollment in PERS of the CITY, CONTRACTOR shall indemnify, defend, and hold harmless CITY for the payment of any employer and employee contributions for PERS benefits on behalf of the employee as well as for payment of any penalties and interest on such contributions which would otherwise be the responsibility of the CITY. CONTRACTOR'S employees providing service under this Agreement shall not: (1) qualify for any compensation and benefit under PERS; be entitled to any benefits under PERS; enroll in PERS as an employee of CITY; 4 receive any employer contributions paid by CITY for PERS benefits; or be entitled to any other PERS-related benefit that would accrue Standard Agreement age 5 of 13 Revised F br aty 2023 The Solis Group City of National City and Do m i n Envelope ID: 5DAF3A75-37E9-4340-B283-84735CE4144E to a CITY employee, CONT ACT R's employees hereby waive any claims to benefits or compensation described in this Section 16. This Section 16 applies to CONTRACTOR notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary. 16,2 i .itati_o: _ . CITY Liability. The payment made to CONTRACTOR under this Agreement shall be the full and complete compensation to which CONTRACTOR and CONTRACTOR' s officers, employees, agents, and subcontractors are entitled for performance of any work under this Agreement. Neither CONTRACTOR nor CONTRACTOR' s officers, employees, agents, and subcontractors are entitled to any salary or wages, or retirement, t, health, leave or other fringe benefits applicable to CITY employees. The CITY will not make any federal or state tax withholdings on behalf of CONTRACTOR. The CITY shall not be required to pay any workers' compensation insurance on behalf of CONTRACTOR. 16.3 InAemnificAtion for._ Ern .PAytnents,. CONTRACTOR agrees to defend .d and indemnify the CITY for any obligation, claim, suit, or demand for tax, .retirement contribution including any contribution to PERS, social security, salary or wages, overtime me a ent, or workers' compensation payment which the CITY may be required to make on behalf of(1) CONTRACTOR, 2 any employee of CONTRACTOR, or any employee of CONTRACTOR construed to be an employee of the CITY., for work performed under this Agreement. This is a continuing obligation that survives the termination of this Agreement. t. 17, WORKERS' COIVIPENSATION. 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, an.d 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 workto be performed by the CONSULTANT under this Agreement. 18. INSURANCE. The CONSULTANT, at its sole cost and expense, shall purchase and maintain, and shall require its SUB l SU TANT S , when applicable, to purchase and maintain throughout the term of this Agreement, the following. insurance policies: A, El If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence, 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. The policy shall name the CITY and its officers, agents, employees, and volunteers asadditional 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 Standard Agreement Page 6 of 13 Revised February 2023 The Solis Group City of National City and I i uSign Envelope ID: 5DAF3A75-37E94340-B283-84735CE4144E 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 rin all of CONSULTANT'S employees .d employers' liability insurance with limits oft 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 providedprior 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 o c rs, officials, employees, and volunteers, so that any other policies held by theCITY shall not contribute to any loss under said. insurance. Said policies shall provide for thirty days prior written notice to the Mrs Risk Manager, at the address listed in subsection U below, of cancellation or material change. F. If required insurance coverage is provided o . 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 "r o" date must be on or before the date of this Agreement. shall be: G. The Certificate Holder for all policies of insurance required by this Section City of National City o Risk Manager 12 National City Boulevard National. City, CA 91950-4397 H. insurance shall be written with only insurers authorized to conduct business in ali`o°nia that holda 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 Maher, In the event coverage is provided by non - admitted "surplus lines" carriers, they must be included on the most recent List of Approved Surplus Line Insurers ("LASLI")andotherwise meet rating requirements. If 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 insurance policies required by this Section 18 in full force and effect at all times during the term of this Agreement, the CITY may treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. S(an ard Agroement Page 7 of 13 Revised February 2023 The Solis Group City of National City and Dom Sign Envelope ID: D F 7-37E9-4349-8 33-3473 E4144E J. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. CITY reserves the right to modify the insurance requirements of this Section 18, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. K. If thCONSULTANT maintains broader coverage or higher limits (or both) than the minimum limits shown above, the CITY 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. 19, LEGAL FEES. If any party brings a suit or action against the other party arising frop any breach of any of the covenants or agreements o.r 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 andexpenses of suit, including attorneys' fie es . 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. Att r ey'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. 2O TERMINATION. This Agreement may be terminated with or without cause by the CITY. Termination without cause shall be effective only upon -days written notice to the CONSULTANT. During said 0-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 CONSULTkNT 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 i-m ediatel r 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 " rm nation, not to exceed the amounts payable hereunder, and less any damages caused the CITY by the CONSULTANTS breach, if any. Thereafter, ownership of said written material shall vest in the CITY allrights 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; a reorganization of the CONSULTANT for the benefit of creditors; or a business reorganization, change in business name or change in business status of the CONSULTANT. Standard Agreement Page 8 of 13 City of National Ciiy and Revised February 2023 The Solis Group Dow Sign Envelope ID: DAF3A7-37E9-4 40-B 3- 473 E4144E 21, NOTICES, All notices or other commutii,cations required or erg itt+ d hereunder shall be in writing, g, 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 o.r ordinary mail, five 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 if given by telex, top, 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: City Manager City Manager Department City of National City 1243 National City Boulevard National City, CA 91950-4397 To CONSULTANT: Mike Kons y Coo The Solis Group 3452 E. Foothill Blvd Pasadena, CA 91107 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 i forty-eight hours by letter mailed or delivered as specified i.n this Section. 22, CONFLICT OF INTEREST AND POLITICAL .REORM .A ACT QBLIGATIONS,. 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, 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 useits official position to influence in any way any matter corning before the CITY in hi the CONSULTANT has a financial interest as defamed in rovernme t 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 perfomi services for the CITY. Standard A rvement Page 9 of 13 Revised February 2023 The Solis Group City of National City and D e ign Envelope ID: 5DAF3A75-37E9-4340-B283-84735CE4144E 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 ent of Economic interests with the City Clerk of the City of National City in a timely manner on forms which the CONSULTANT shall obtan 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 oft is Section 22 by the CONSULTANT. 23. 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, 1 2O 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. 24. ADMINISTRATIVE PROVISIONS. A. Computation of Time Periods. if any dateor 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 . .. Pacific Time of the next day which is not a Saturday, Sunday or federal, state, or legal holiday. B. Countelparts. This Agreement may be executed in . multiple counterparts, each of whichshall be deemed an original, but al.l of which, together, shall constitute but one and the sae a ins tr ment. 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 f 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 andconditions contained in this Agreement, the terms and conditions : 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. Assignment & Assumption qf Rig . CONSULTANT shall not assign this Agreement, in whole or inpart, to any other party without first obtaining the written consent f CITY. H. Waiver. The waiver or failure to enforce any provision f this Agreement shall not operate as a waiver of any future breach of any suchprovision or any other provision hereof. Applicable Law, This Agreement shall be governed by and construed in accordance with the laws of the State of California. The venue for any legal action arising under this Agreement shall be in either state or federal court in the County f San Diego, State of California. Standard Agreement Page 10 of 13 Rcviscd February 2023 Tho Solis Ciroup City o r National City and Do u ign Envelope la 5DAF3A75-37E9-4340-B283-84735CE4U4E J. Audit, If this Agreement exceeds ten -thousand dollars , 0 , the parties shall be subject to the examination and audit of the State Auditor for a period of three years after final payment tinder the Agreement, per Government Code Section 8546.7, K. 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, r promise made by either party hereto, or by r 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. L. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. M. 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 allowedby the CITY in writing{ In the event any portion of the work ' under this Agreement is subcontracted, the s b onsultant s shall be required to comply with and agree to, for the benefit of andin favor of the CITY, both the insurance provisions in Section l 8 and the indemnification and hold harmless provision of Section 15 of this Agreement. N. Construction. The parties acknowledge and agree that i each party is of equal bargaining strength, (ii) party has actively participated in the drafting, preparation and negotiation of this Agreement, (ill). each such party has consulted with or has had the opportunity to consult with its own, depe dent counsel and such other professional advisors as such party has deemed appropriate, relative to any andall matters contemplated under this Agreement, (iv) each party and such party's counsel and advisors have reviewed this Agreement, each party has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any nile or construction to the effect that ambiguities are to e 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.. Standard Agre rnent Page 11 of 13 Revised Februuly 2023 The Solis Group City of National City and DocuSign Envelope ID: 5DAF3A75-37E9-4340-13283-84735CE4144E CITY OF NATIONAL CITY By: Brad ton, City Manager APPROVED AS TO FORM: By: Barry J. Sch City Attorney Standard Agreement TSG ENTERPRISES, INC. OBA THE SOLES GROUP (Co, — signatures of two corporate officers required) (Partnership or Sole proprietorship - one signature) lcDocuSigned by; Y6 44 SOUS umoi 9 4 C Elvira Elizabeth Diez Solis-campana (Print) CEO (Title) DocuSigned by: 64)ed9tIL Solis Page 12 of 13 Orcimere,194c6.,. Eivira Elizabeth Diez Solis-Carnpana (Print) Secretary of the Board (Title) City of National City and Revised February 2023 The Solis Group CITY OF NATIONAL IT' By: Brad 1 ton, City Manager APPROVED AS TO FORM: By: Barry J. Scli tz, City Attorney Standard Agreement TSG ENTERPRISES, INC. +BA THE SOLIS GROUP (Corporation - signatures of two corporate officers required) (Partnership or Sole proprietorship - one signature) r-e) By: d o (Name) Elvira Elizabeth Diu_ Solis -Camp rta (Print) CEO (Title) B:- ee (Nain e) Elvira Elizabeth Diez Solis-Campana (Print) Secretary of the Board (Title) Page 12 of 13 city of National City and Revised February 2023 The Solis Group Do u ign Envelope ID: DAF A7 - 7E9-4 4O-B2 - 47 DE4144E EXHIBIT"A" PROJECT LABOR AGREEMENT T DEVELOPMENT SCOPE OF SERVICES Th.e CONSULTANT is under the direction of thCity Manager and/or his or her designee. Working as a member of the City's team on developing a Project Labor Agreement, the CONSULTANT T is expected to provide expertise by way of experienced staff that have .a background in rorling with San Diego area public agencies, contractors, construction management teams and unions and building trade(s) on the development, monitoring, and imp1ementation of project labor agreements and labor compliance programs. Working with City staff, the CONSULTANT will provide strategic advisory services including, but not limited to: • identifying the City's Key program objectives • Identifying the stkehold is objectives (unions, building trads and contractors) • Supporting the City's Team in negotiations with the San Diego Building Trades and Unions • Providing analytical support to identify benefits as well as short comings of using PLA on projects in National City • Servings liaison (If directed) to other stakeholders on matters involving labor management and compliance • Facilitating up to three working sessions with the San Diego Building Trades • Develop suggested or modified language to create a draft PLA for City consideration (two drafts and incorporation of City comments • Attend and present if needed at two City Council meetings (typically, a PLA study session and when the PLA is considered for approval) Standard Agreement Page 13 of 13 Revised Februaxy 2023 The Solis Group City of National City and DocuSign Envelope ID: D 1F A7 - 7E9-4 40-B - 47 E4144E �R CERTIFICATELIABiLITY INSURANCE DATE (MUDDNYYY) 0412/2023 THIS CERTIFICATE IS ISSUED AS A MATTER R F INFORMATION ATIC N C L 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 I RER(), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the oli (ies) if SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). must have ADDITIONAL INSURED provisions or be endorsed. policies may require an endorsement A statement on , PRODUCER Preferred American Insurance i P.O. Box 7949 ! Corona CA 0 877 ' tom r er 1 e Team HO 888 4 �000 888 8 �000 E- '# ous#ar relervice c refer edar'Ier1 al .00ttt �DRE, I JSURE AFRO Olt {3 OVERA�3 NAIC # r u l alorl II ra omp39993 INSURED TSG Enterprises, inc. dba; The Soils Group 3452 E. Foothill Blvd, Suite 200 Pasadena CA 91107 lu u i Travel r a u It r In ur nc om an of Ameri a . ° I#+1 U1 E1 El pie � In ur lnce ro llo 40 I IN5URI"R e ; Ur ery rlt rs t Llo d al' Lor don (Syndi ate - 'I b INSURER . COVERAGES CERTIFICATE NUMBER: 22-23 Updated Certs REVISION NUMBER: D THIS IS TO E TIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED ED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY CONTRACT CR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE rVIAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECTTO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, IN ' LIN HYPE OF INSURANCE • # i SD I ! WVD POLICY NUMBER PDL CY EFF MIOQIYYYY POLICY MMIDDIYYYY LIMITS X COMMERCIAL GENERAL LIABILITY A 1 I O URRENC � 1,000,000 LAIMS-MADE : X: OCCUR I•!?e- a= .i laOOOD PREMI E Ea cc urranoia ' A -..._.._.. 00 L00O 70 -12 0 /2012022 08/20/2023 ,00 PERSONAL A i INJURY "00 EN'L AGGREGATE LIMITAPPLIE PER: GENERALAGGREGATE 2,000,000 POLICY PRE- JET L00 PRODUCTS - I OMPI P A00 2k00a,000 OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT E eecldent it000,000 ANY AUTO BODILY IN.IURY (Per person) B ii O JIJTEDBLY IIII SCHEDULED AUTO DA-3 0I 33D0-2 -4 - 0 1201202 08/20/2023 BODILY INJURY (Per accident) El H►IREDJTB Oil.( A; X f OC 16OI EE.' D ATO 01+1 PROPERTY DAMAGE Pa accl ant $ IIIIII Uninsured motorist 1.,000,000 El UMBRELLA LIAS Ei OCCUR . . � a-a�Z561 I [['A � ,,,�-ai.:... 4,000,000 �ACI �L�4JI�i3I��YI= _. ...s A III EXCESS LIAR III CLAIMS -MADE XS4282270 081 01 02 08/20/2023 AGGREGATE 4 000,000 1111 Imo III RETENTION WORKERS COMPENSATION AND EMPLOYERS' LIABILITY 7r fitJTE . H ANY PROPRIETGI PARTNERIE EOUrEVE N AI 3 '1400 '�10 0 3 0 I 1 0 4 EI k 4 1I3EIVT T00.0,000 DED?-- OFFICE1 MIEMBER EXCLUDED? 11 L.E.L. 'i CI,000 Mandatary Its NH) E.L. DISEASE SE - E EMPLOYEE $ i° If yes, describe under DESCRIPTION OI� OPERATIONS below E.L. DISEASE . POLICY LIMIT $ ',0,0{€ . . Professional LiabilityE DP 1.00 04 47 08/ 0/20 2 08/2012023 Aggregate Llrr~lf; 2,O0,000 Per Claim Limit: $2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS f VEHICLE (ACORD 101i Additional Remarks Schedule, may be attached if more space Is required) City of National City, the CITY and Its officers, agents, employees, and volunteers are named as Addillonal insured as required by written contract per the attached endorsements) CERTIFICATE HOLDER City, of National City 1243 National City Boulevard National City CA 19 0-439 7 CANCELLATION 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 REPRSEI►TATIVE Vett. Ad ACORD 25 (0110) CI 188- D'I5 ADDED CORPORATION. All rights reserved. The ACORD D name and logo are registered marks of ACORD Do usign Envelope ID: r AF A - 7E -4 40- 8 -847 E4144E POLICY NUMBER: Lo 0242 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL iNSURED smisi OWNERS, LESSEES OR CONTRACTORS SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Additional insured Persons) } or organization(s): ALL PERSONS OR ORGANIZATIONS AS REQUIRED BY WRITTEN i CONTRACT WITH THE NAMED INSURED Location(s) As designated in written contract wfd insured. A. SECTION II — WHO IS AN INSURED is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for `;bodily injury", "property damage#x or "personal and advertising injury, 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 the additional insured(s) at the location(s) designated above. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to `bodily injury, or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. 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 subcontractor engaged in performing operations for a principal as a part of the same project. C. SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, 4. Other Insurance is amended and the following added: - The insurance afforded by this Coverage Part for the additional insured shown in the Schedule is primary insurance and we will not seek contribution from any other insurance available to that additional insured. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. U2010P-1 209 Includes copyrighted material of ISO Properties, Inc, Page 1 of with its permission. Dom Sign Envelope ID: DAF3A7 -37E -4 40-B -3473 0E4144E POLICY NUMBER: 6000.0 -. ME I L GENERAL LIABILITY CG 20 37 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPEIWIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location And Description Of Completed Operations All persons or organizations as required by written contract with the Named Insured As designated in written contract with the Named Insured information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section 11— Who Is n Insured is amended to include as an additional insured the person(s) or organization(s) shown In the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the „products -completed operations hazard", However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and . If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured, B. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is. less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CO 20 37 04 13 0 Insurance Services Office, Inc., 2012 Page 1 of 1 D ra i n Envelope ID: D F3 7 -37E-4340-B 33- 473 E4144E Poky o.60GGL0005702-12 COMMERCIAL GENERAL LIABILITY CG ZO 01 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY, PRIMARY AND NONCONTR1BUTORY -- OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED PERATI LIABILITY COVERAGE PART The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that; (1) The additional insured is Named Insured under such other insurance; and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured.103 CG 20 01 04 13 0 Insurance Services Office, Inc., 2012 Page I of 1 Do u ign Envelope ID: DAF3A7 -7E-4340-B 33- 473 E4't44E Policy o.600(10005702-12 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provid d under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE AG PART The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To f Section IV — Conditions: We waive any rights of recovery we may have against any person or organization because of payments we make for injury or ciamage resulting from your ongoing operations or "your work" done under a contract with that person or organization and included in the "products -completed operations hazard" if: a. you agreed to such waiver; . the waiver is included as part of a written contract or lease; and c. such written contract or lease was executed prior to any loss to which this insurance applies. U - 31 ALL OTHER TERMS AND CONDITIONS THE POLICY REMAIN UNCHANGED. Includes copyrighted material of ISO Properties, Inc., Page I of with its permission. DocuSign Envelope ID: DAl= A7 - 7E -4 40-B - 47 E4144E POLICY NUMBER: BA- 1 - - -G COMMERCIAL AUTO TSG ENTERPRISES, INC. THE SOLIS GROUP THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTO COVERAGE PLUS ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL AL DESCRIPTION OF COVERAGE — This endorsement broadens coverage, However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BLANKET ADDITIONAL INSURED o EMPLOYEE EE HIRED AUTO C. EMPLOYEES AS INSURED D. SUPPLEMENTARY PAYMENTS — INCREASED LIMITS E. TRAILERS LEC — INCREASED EASE LOAD CAPACITY F. HIRED AUTO PHYSICAL DAMAGE G. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES INCREASED LIMIT A. BLANKET ADDITIONAL INSURED The following is added to Paragraph Ai., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to be named as an addi- tional insured is an "insured" for Covered Autos Liability Coverage, but only for damages to which this insurance applies and only to the extent that person or organization qualifies as an "insureds, under the Who Is An Insured provision contained in Section II. E. EMPLOYEE HIRED AUTO 1. The following is added to Paragraph Ai.. Who Is An Insured, of SECTION II —COV- ERED AUTOS LIABILITY COVERAGE: An "employee of yours is an "insured" while operating a covered "auto" hired or rented under a contract or agreement in an "em- ployee's" name, with your permission, while H. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT — INCREASED LIMIT I. WAIVER OF DEDUCTIBLE — GLASS J. PERSONAL PROPERTY K. AIRBAGS L. AUTO LOAN LEASE GAP M. BLANKET WAIVER OF SUBROGATION performing duties related to the conduct of your business. 2. The following replaces Paragraph b. in .:., Other Insurance, of SECTION IV — BUSI- NESS AUTO CONDITIONS: b. For Hired Auto Physical DamageCover- age, the following are deemed to be cov- ered ",autos"t you own: Any covered "auto" you lease, hire, rent or borrow; and Any covered "auto" hired or rented by your "employee" under a contract in an "employee's" name, with your permission, while performing duties related to the conduct of your busi- ness. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". C. EMPLOYEES AS INSURED ED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITYCOVERAGE: CA T4 20 02 15 2015The Travelers indemnity Company. All rights reserved. In iudes copyrighted material of insurance Services Office, Inc. with its permission. Page 1 of DocuS[gn Envelope ID: DAF3A7-37E9-4340-B 33-8473 E4144E COMMERCIAL CIAL AUTO Any "employee" of yours is an "insured"' while us- ing a covered "auto" you don't own, hire or borrow in your business or your personal affairs. D. SUPPLEMENTARY PAYMENTS — INCREASED LIMITS 1. The following replaces Paragraph A..a. of SECTION II — COVERED AUTOS LIABILITY COVERAGE: E: Up to $3,000 for cost of bail bonds (in- cluding bonds for related traffic law viola- tions) required because of an "accident" we cover. We do not have to furnish these bonds. . The following replaces Paragraph A..a. of SECTION II — COVERED AUTOS LIABILITY COVERAGE: All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day be- cause of time off from work. E. TRAILERS — INCREASED LOAD CAPACITY The following replaces Paragraph Cli i of SEC- TION I — COVERED AUTOS: 1. "Trailers" with a load capacity of ,0 pounds or less designed primarily for travel on public roads. F. HIRED AUTO PHYSICAL DAMAGE The following is added to Paragraph A.., Cover- age Extensions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Hired Auto Physical Damage Coverage If hired "autos" are covered "autos" for Covered Autos Liability Coverage but not covered "autos" for Physical Damage Coverage, and this policy also provides Physical Damage Coverage for an owned 'auto", then the Physical Damage Cover- age is extended to "autos" that you hire, rent or borrow subject to the following: 1 The most we will pay for "loss" to any one "auto" that you hire, rent or borrow is the lesser of: (a) ,0 ; The actual cash value of the damaged or stolen property as of the time of the "loss"; or The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality, Page 2 of (2) An adjustment for depreciation and physical condition will be made in determining actual cash value in the event of a total "loss". if a repair or replacement results in better than like kind or quality, we will not pay for the amount of betterment. A deductible equal to the highest Physical Damage deductible applicable to any owned covered "auto". This Coverage Extension does not apply to: (a) Any "auto" that is hired, rented or bor- rowed with a driver: or Any "auto" that is hired, rented or bor- rowed from your "employee". G. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT The following replaces the first sentence in Par - graph A.1a., Transportation Expenses, of SECTION III — PHYSICAL DAMAGE COVER- AGE: AGE: We will pay up to 0 per day to a maximum um of $1,500 for temporary transportation expense in- curred by you because of the total theft of a cov- ered "auto" of the private passenger type. H. AUDIO} VISUAL AND DATA ELECTRONIC EQUIPMENT INCREASED LIMIT Paragraph CIA), of SECTION III — PHYSICAL DAMAGE COVERAGE is deleted. I. WAIVER F DEDUCTIBLE— GLASS The following is added to Paragraph D., Deducti- ble, of SECTION III — PHYSICAL DAMAGE COVERAGE: No deductible for a covered. "auto" will apply to glass damage if the glass is repaired rather than replaced. J. PERSONAL PROPERTY The following is added to Paragraph A141. Cover- age Extensions, of SECTION III — PHYSICAL DAMAGE COVERAGE: E: Personal Property Coverage We will pay up to for "loss" to wearing ap- parel and other personal property which is: 1 Owned by an ";insured"; and .(2)In or on your covered "auto". This coverage only applies in the event of a total theft of your covered "auto". No deductibles apply to Personal Property cover- age. 2015 The Travelers Indemnity Company. All rights resented. CA T4 15 includes copyrighted material of Insurance Services Office. Inc. with its permission. Doou ign Envelope ID: 5DAF3A75-37E94340-6283-84:735CE41,44E K. AIRBAGS The following is added to Paragraph .3., Exclu- sions; of SECTION III PHYSICAL DAMAGE COVERAGE: Exclusion 3*a. does not apply to "loss" to one or more airbags in a covered "auto" you own that in- flate due to a cause other than a cause of "loss", set forth in Paragraphs Ai .. and but only: a. if that autos, is a covered "auto" for Compre- hensive Coverage under this policy; b. The airbags are not covered under any war- ranty; and cs The airbags were not intentionally inflated. We will pay up to a maximum of $1,000 for any one "loss". L. AUTO LOAN LEASE GAP The following is added to Paragraph A, ., Cover- age Extnslons, of SECTION III — PHYSICAL DAMAGE COVERAGE: Auto Loan Lease Gap Coverage for Private Passenger Type Vehicles In the event of a total "loss" to a covered "auto" of the private passenger type shown in the Schedule or Declarations for which Physical Damage Cov- erageis provided, we will pay any unpaid amount t due on the lease or loan for such covered "auto, less the following: 1 The amount paid under the Physical Damage Coverage Section of the policy for that 'auto": and COMMERCIAL AUTO (2) Any: Overdue lease or loan payments at the time of the "loss"; Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage: (c) Security deposits not returned by the les- sor; Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease;. and Carry-over balances from previous loans or leases, I. BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A,.# Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — BUSINESS AUTO CONDI. TI O S: 5. Transfer Of Rights Of Recovery Against Others To Us We waive any right of recovery we may have against any person or organization to the ex- tent required of you by a written contract exe- cuted prior to any "accident" or "loss", pro- vided that the "accident" or "loss" arises out of the operations contemplated by such con- tract. The waiver applies only to the person or organization designated in such contract. CA T4 0 02 15 0 2015The Travelers indemnity Company. Alt rights reserved. includes copyrighted material of insurance Services office, Inc. with its permission. Page 3 of 3 DocuSign ign Envelope ID: 5DAF3A75-37E9-4340-6283-841.735CE4141.E WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 484) 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 orders' compensation premium otherwise due on such remuneration. Schedule Person or Organization Job Description With respect to all employees subject to the workers' compensation laws of the state of California, any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver, This policy is subject to a minimum charge of for the issuance of waivers f subrogation This endorsement changes the policy to which i.t is attached and is effective on the date issued unless otherwise stated. (The Information below is required onty when this endorsement Is issued subsequent to preparation of the policy.) This endorsement, effective 0/01/2023 Policy Now EIG 5133951 00 at 12:01 M standard time, forms a part of Of the EMPLOYERS ASSURANCE CO. Carrier Code 00919 Issued to TSG T P I , INC. Premium Countersigned at on y: Endorsement No. Authorized Representative WC (Ed. 4-84) 1998 by the Workers' Compensation insurance rating Bureau of California. All rights reserved.