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HomeMy WebLinkAboutHawthorne Machinery Corporation; 2015-01-30; UTIL1171UTIL1171 City Attorney Approved Version 1/30/13 1 AMENDMENT NO. 5 TO EXTEND AND AMEND AGREEMENT FOR GENERATOR MAINTENANCE SERVICES FOR SEWER LIFT STATIONS HAWTHORNE MACHINERY CO. This Amendment No. 5 is entered into and effective as of the _______ day of ___________________________, 2018, extending and amending the agreement dated January 30, 2015, (the “Agreement”) by and between the City of Carlsbad, a municipal corporation, ("City"), and Hawthorne Machinery Co., a California corporation, (“Contractor") (collectively, the “Parties”) for generator maintenance services for sewer lift stations. RECITALS A. On January 29, 2016, the Parties executed Amendment No. 1 to the Agreement to extend and fund the agreement; and B. On January 23, 2017, the Parties executed Amendment No. 2 to the Agreement to extend and fund the agreement; and C. On January 22, 2018, the Parties executed Amendment No. 3 to the Agreement to extend and fund the agreement; and D. On July 31, 2018, the Parties executed Amendment No. 4 to the Agreement to alter the scope of work to add maintenance service for two MultiQuip portable diesel-powered generators; and E. The Parties desire to alter the Agreement’s scope of work to remove the Simsbury (Tamarack) sewer lift station from generator maintenance services as it is no longer in operation; and F. The Parties desire to extend the Agreement for a period of one (1) year; and G. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated in by this reference as Exhibit “A”, Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. That the Agreement, as may have been amended from time to time, is hereby extended for a period of one (1) year ending on January 30, 2020, on a time and materials basis not-to-exceed twenty-three thousand six hundred seventy-nine dollars and sixty-three cents ($23,679.63). 2. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. DocuSign Envelope ID: 1F96FA15-3CE6-495F-AFD3-3AAA0859D4CB 10th December UTIL1171 City Attorney Approved Version 1/30/13 2 4. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California HAWTHORNE MACHINERY CO., a California corporation By: By: (sign here) Vicki V. Quiram, Utilities Director Kirk Fowkes, Vice President (print name/title) By: (sign here) Brian Verhoeven, CFO (print name/title) If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Group B Chairman, President, or Vice-President Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: _____________________________ Assistant City Attorney DocuSign Envelope ID: 1F96FA15-3CE6-495F-AFD3-3AAA0859D4CB UTIL1171 City Attorney Approved Version 1/30/13 3 EXHIBIT “A” SCOPE OF SERVICES AND FEE The Parties desire to alter the Agreement’s scope of work to remove the Simsbury (Tamarack) sewer lift station from generator maintenance services as it is no longer in operation. Quarterly maintenance of sewer lift station generators at the following sites: Item No. Description 1. Cannon, 2197 Cannon Rd., Kohler-SN: 2042544 KW360 2. Chinquapin, 4020 Carlsbad Blvd., Olympian-SN: FABL000249 3. Home Plant, 2359 Carlsbad Blvd., Kohler-SN: 293438 KW 60 4. Fox’s, 4155 Harrison St., Kohler-SN: 380360 KW 135 5. Sand Shell, 613 Sand Shell Ave., Kohler-SN: 0740908 KW 20 6. Poinsettia, 2425 Poinsettia Ln., CAT-SN: 8DR00988 KW 300 7. Batiquitos, 7382 Gabbiano Ln., Olympian 5YF02862 KW 150 8. Knots, 501 Knots Ln., Generac-SN: 2045067 KW 20 9. El Fuerte, 5812 El Fuerte St., Cummins-SN: F060992956 TOTAL ANNUAL AMOUNT NOT TO EXCEED $23,679.63 Table above updated as follows: • Simsbury (Tamarack) sewer lift station removed from generator maintenance services. DocuSign Envelope ID: 1F96FA15-3CE6-495F-AFD3-3AAA0859D4CB The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECTPRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence)$DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE $ EACH OCCURRENCE $ UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS PERSTATUTE OTH-ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe underDESCRIPTION OF OPERATIONS below (Mandatory in NH)OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNEDAUTOSAUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ 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 THISCERTIFICATE 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. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: INSURED PHONE(A/C, No, Ext): PRODUCER ADDRESS:E-MAIL FAX(A/C, No): CONTACTNAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 2/7/2018 J Smith Lanier &Co of OpelikaP.O.BOX 828OpelikaAL36803 Erica Sweatt 334-749-3401 334-745-8785 esweatt@jsmithlanier.com Zurich American Ins.Co.of IL 27855 Great American Insurance Company 16691HawthorneMachineryCo.Attn:Steve Hollingsworth16945CaminoSanBernardoSanDiegoCA92127 Colony Specialty Insurance Co.36927 Hiscox-Lloyd's Syndicate 0033 Arch Insurance Company 11150 1038959579 A X 1,000,000 X 500,000 10,000 1,000,000 2,000,000 X Y Y GLO292517011 2/1/2018 2/1/2019 2,000,000 A 1,000,000 X XX Y Y BAP292517111 2/1/2018 2/1/2019 B X 5,000,000 10,000 Y Y TUU777952312 X 5,000,000 2/1/2018 2/1/2019 A N Y WC292516911 2/1/2018 2/1/2019 X 1,000,000 1,000,000 1,000,000 DEC ContractorsProfessional Liab.Crime-Customer PropPollutionLiability ANE139826718PCD930057904CSP306559 2/1/20182/1/20182/1/2017 2/1/20192/1/20192/1/2019 $2,000,000Agg.$1,000,000Limit$5,000,000Limit $15,000 Ret.$25,000 Ret.$10,000 Ret. General Liability and Auto Liability Additional Insured Status is granted to the City of Carlsbad if required by a written,signed,and dated contract,agreement orpermit.All coverage is subject to the terms,conditions and exclusions contained in the policy form and endorsements. Additional Insured:City of Carlsbad City of Carlsbad as required by contract are named additional insured on a primary and non contributory basis.Waiver of Subrogation is granted by the NamedInsuredtotheCityofCarlsbadpursuanttowrittencontract. In the event of a cancellation (for any reason other than nonpayment of premium),30 days notice will be sent to the City of Carlsbad. City of Carlsbad/CMWDc/o EXIGIS Insurance Compliance ServicesP.O.Box 4668 -ECM #35050NewYork,NY 10163-4668 AMENDMENT NO. 4 TO AGREEMENT FOR GENERATOR MAINTENANCE SERVICES FOR SEWER LIFT STATIONS HAWTHORNE MACHINERY CO. UTIL 1171 This Amendment No. 4 is entered into and effective as of the ~ I day of :I: \J \~ , 2018, amending the agreement dated January 30, 2015 (the "Agree ent") by and between the City of Carlsbad, a municipal corporation, ("City"), and Hawthorne Machinery Co., a California corporation, ("Contractor") (collectively, the "Parties") for generator maintenance services for two MultiQuip portable diesel powered generators. RECITALS A. On January 19, 2016, the Parties executed Amendment No. 1 to the Agreement to extend and fund the Agreement; and 8. On January 23, 2017, the Parties executed Amendment No. 2 to the Agreement to extend and fund the Agreement; and C. On January 22, 2018, the Parties executed Amendment No. 3 to the Agreement to extend and fund the Agreement; and D. The Parties desire to alter the Agreement's scope of work to add maintenance services for two MultiQuip portable diesel-powered generators. E. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated by this reference as Exhibit "A", Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". With this Amendment, the total annual Agreement amount shall not exceed twenty-three thousand six hundred seventy-nine dollars and sixty-three cents ($23,679.63). 2. City will pay Contractor for all work associated with those services described in Exhibit "A" on a time and materials basis not-to-exceed three thousand six hundred seventy-nine dollars and sixty-three cents ($3,679.63). Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City. 3. Contractor will complete all work described in Exhibit "A" by January 30, 2019. 4. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. City Attorney Approved Version 9/27/16 UTIL 1171 5. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. 6. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR HAWTHORNE MACHINERY CO., a California corporation (sign here) Qv,JMs_s/sv,° CCC> (print name/title) By:~u~ (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY~ eputyCityAttorny City Attorney Approved Version 9/27/16 2 UTIL1171 EXHIBIT "A " SCOPE OF SERVICES AND FEE The Parties desire to alter the Agreement's scope of work to the Agreement to add maintenance services for two MultiQuip portable diesel-powered generators. HAWTHORNE II CITY OF CARLSBAD-WASTE WATER 5950 EL CAMINO REAL CARLSBAD.CA CUSTOMER NO. QUOTE NO. DATE 1134000 50917 6/16/2018 PHONE NO. FAX NO. Proposal I CONTACT I JESSE CASTANEDA EMAIL jesse.castaneda@car1sbadca.gov MODEL MAKE i SERIAL NO. MUL TIOUJP/M.O. POWER UNIT NO. WONO. P.O.NO. Note One Year Customer Service Agreement for 2 MultiQuip, Portable Diesel Powered Generators. Generators are located at 5960 El Camino Real, Car1sbad, CA 92008 (1) One DCA-45SSIU4, SIN 7204 750 $1 ,576.00 (1) One DCA-45SSIU4, S/N 7206376 $1 ,576.00 (1) One Hour Meter Replacement on 1 Generator $527.63 City or Car1sbad Personnel must accompany Hawthorne Technician(s). Tobi Contract Amount $3,679.63 ANNUAL LUBRICATION SYSTEM SERVICE -(1) Annual Lubrication System Services will be conducted during the term of the Agreement. Oil filters, Prime Fuel Riter, and Fuel Filters Will be replaced. Air filters will be inspected and if needing replacement, a quote will be provided. (1) Fuel Sample and (1) Coolant Sample and (1) Oil Sample will be taken and analyzed by a Caterpillar Laboratory. Please note that the City Attorney Approved Version 9/27/16 3 UTIL1171 generator will be made unavailable for emergency source power during the duration of service. All hazardous waste will be disposed of in accordance with California State Laws. LOAD TESTING -1 Hour testing duration. (1) Resistive Test Wlll be conducted during the term of the Agreement. The Load Bank Test will be performed in incremental steps approved by both parties based up on the generators rated output and load requirements. Please note that the generator will be made unavailable for emergency source power during the duration of the test and onsite personnel and Hawthorne Technicians must have a ~MOP" in place for the timely return of the emergency generator to the emergency source power in the event of an unplanned outage. During the load bank test, the generator may fail. Hawthorne CAT Wlll not be held responsible for the generator failure or any defects that may be found. This quote includes all travel, labor, parts, environmental. and taxes to complete the wor1<. Wort is quoted to be performed during normal worting hours M-F. 7am -4pm. APCD Permit to Operate must be valid and accessible at time of service. Additional charges may apply if return trips are required related to invalid or expired APCD permit. If you have any further questions contact Elizabeth Fernandez Abeyta at (858) 583- 0027 or by email EFAbeyta@hawthomecat.com. TOTAL PROPOSAL $3,679.63 City Attorney Approved Version 9/27/16 4 ACORD8 CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDIYYYY) ~ 2/7/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER ~2~i~cT Erica Sweatt J Smith Lanier & Co of Opelika r.~~)N.t C-"· 334-749-3401 I FAX P. 0. BOX 828 IAJC Nol: 334-745-8785 Opelika AL 36803 ~t1l~~ss: esweatt®ismithlanier.com INSURERfSl AFFORDING COVERAGE NAIC# INSURER A: Zurich American Ins. Co. of IL 27855 INSURED INSURER B : Great American Insurance Comoanv 16691 Hawthorne Machinery Co. INSURER c : Colonv Soecialtv Insurance Co. 36927 Attn: Steve Hollingsworth 16945 Camino San Bernardo INSURER D: Hiscox-Llovd's Svndicate 0033 San Diego CA 92127 INSURER E: Arch Insurance Comoanv 11150 INSURER F: COVERAGES CERTIFICATE NUMBER· 1038959579 REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR l~~h\%~, ,~~~J%YMY, LTR ,.,.,n .. ,un POLICY NUMBER LIMITS A X COMMERCIAL GENERAL LIABILITY y y GL0292517011 2/1/2018 2/1/2019 EACH OCCURRENCE $1,000,000 ~ D CLAIMS-MADE 0 OCCUR DAMAGE TO RENTED PREMISES I Ea occurrence) $500,000 MED EXP (Any one person) $10,000 ~ PERSONAL & ADV INJURY $1,000,000 ~ GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $2,000,000 Fl 0PRO-DLoc PRODUCTS -COMP/OP AGG $2,000,000 POLICY JECT OTHER: $ A AUTOMOBILE LIABILITY y y BAP292517111 >------ 2/1/2018 2/1/2019 COMBINED SINGLE LIMIT IEa accident\ $1 000 000 X ANY AUTO BODILY INJURY (Per person) $ >------ALL OWNED -SCHEDULED AUTOS ~ AUTOS BODIL y INJURY (Per accident) $ >------X X NON-OWNED fp~~~~c~d:~t~AMAGE $ HIRED AUTOS AUTOS >------~ $ B X UMBRELLA LIAB H OCCUR y y TUU777952312 2/1/2018 2/1/2019 EACH OCCURRENCE $5,000,000 >------ EXCESS LIAB CLAIMS-MADE AGGREGATE $5,000,000 DED I X I RETENTION$ 1n M~ $ A WORKERS COMPENSATION y WC292516911 2/1/2018 2/1/2019 X l ~~%UTE T l OTH- AND EMPLOYERS' LIABILITY ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE ~ N/A E.L. EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L. DISEASE -EA EMPLOYEE $1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E L DISEASE -POLICY LIMIT $1,000,000 D Contractors Professional Liab. ANE139826718 2/1/2018 2/1/2019 $2,000,000 Agg. $15,000 Rel E Crime -Customer Prop PCD930057904 2/1/2018 2/1/2019 $1,000,000 Limit $25,000 Ret. C Pollution Liability CSP306559 2/1/2017 2/1/2019 $5,000,000 Limit $10,000 Ret. DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) General Liability and Auto Liability Additional Insured Status is granted to the City of Carlsbad if required by a written, signed, and dated contract, agreement or permit. All coverage is subject to the terms, conditions and exclusions contained in the policy form and endorsements. Additional Insured: City of Carlsbad City of Carlsbad as required by contract are named additional insured on a primary and non contributory basis. Waiver of Subrogation is granted by the Named Insured to the City of Carlsbad pursuant to written contract. In the event of a cancellation (for any reason other than nonpayment of premium), 30 days notice will be sent to the City of Carlsbad. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Carlsbad/CMWD ACCORDANCE WITH THE POLICY PROVISIONS. c/o EXIGIS Insurance Compliance Services P.O. Box 4668 -ECM #35050 AUTHORIZED REPRESENTATIVE New York, NY 10163-4668 I ,d~;~ © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD POLICY NUMBER:GLO 292517011 COMMERCIAL GENERAL LIABILITY CG 2010 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Addltlonal Insured Person(s) Or Oraanizatlon(s) Locatlon(s) Of Covered Ooeratlons ONLY THOSE PERSONS OR ONLY THOSE LOCATIONS WHERE ORGANIZATIONS WHERE REQUIRED BY REQUIRED BY WRITTEN CONTRACT. WRITTEN CONTRACT. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. 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" 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. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. 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. CG 2010 0413 © Insurance Services Office, Inc., 2012 Page 1 of 2 C. With respect to the insurance afforded to these additional insureds, the following is added to Section 111-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. Page 2 of 2 © Insurance Services Office, Inc., 2012 CG 2010 0413 POLICY NUMBER: GLO 292517011 COMMERCIAL GENERAL LIABILITY CG 2026 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organlzatlon(s): ONLY THOSE PERSONS OR ORGANIZATIONS WHERE REQUIRED BY WRITTEN CONTRACT. Information reauired to comolete this Schedule. if not shown above will be shown in the Dedarations. 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" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section Ill -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 Dedarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 26 0413 © Insurance Services Office, Inc., 2012 Page 1 of 1 POLICY NUMBER:GLO 292517011 COMMERCIAL GENERAL LIABILITY CG20 370413 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 OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Oraanlzatlon(s) Location And Description Of Completed Ooeratlons ONLY THOSE PERSONS OR ONLY THOSE LOCATIONS WHERE ORGANIZATIONS WHERE REQUIRED REQUIRED BY WRITTEN CONTRACT. BY WRITTEN CONTRACT. Information reauired to complete this Schedule, if not shown above, will be shown in the Declarations. 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" 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 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section Ill -Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 37 0413 © Insurance Services Office, Inc., 2012 Page 1 of 1 Additional Insured -Automatic -Owners, Lessees Or Contractors Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. Add'I. Prem GL0292517011 02/01/2018 02/01/2019 18298000 INCL <t ZURICH Return Prem. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Named Insured: HAWTHORNE MACHINERY CO. Address (lncludlng ZIP Code): 16945 CAMINO SAN BERNARDO SAN DIEGO,CA 92127 This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part A. Section II -Who Is An Insured is amended to include as an additional insured any person or organization whom you are required to add as an additional insured on this policy under a written contract or written agreement. Such person or organization is an additional insured only with respect to liability for "bodily injury", "property damage" 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 or "your work" as included in the "products-completed operations hazard", which is the subject of the written contract or written agreement. However, the insurance afforded to such additional insured: 1. Only applies to the extent permitted by law; and 2. Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or failure to render, any professional architectural, engineering or surveying services including: a. The preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or b. Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", Involved the rendering of or the failure to render any professional architectural, engineering or surveying services. Includes copyrighted material of Insurance Services Office, Inc .• with its permission. U-GL-1175-F CW (04/13) Page 1 of 2 C. The following is added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV - Commercial General Llablllty Conditions: The additional insured must see to it that: 1. We are notified as soon as practicable of an "occurrence" or offense that may result in a claim: 2. We receive written notice of a claim or "suit" as soon as practicable; and 3. A request for defense and indemnity of the claim or "suit" will promptly be brought against any policy issued by another Insurer under which the additional insured may be an Insured in any capacity. This provision does not apply to insurance on which the additional insured is a Named Insured if the written contract or written agreement requires that this coverage be primary and non-contributory. D. For the purposes of the coverage provided by this endorsement: 1. The following is added to the Other Insurance Condition of Section IV -Commercial General Liability Conditions: Primary and Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured provided that: a. The additional insured is a Named Insured under such other insurance; and b. You are required by written contract or written agreement that this insurance be primary and not seek contribution from any other insurance available to the additional insured. 2. The following paragraph is added to Paragraph 4.b. of the Other Insurance Condition of Section IV -Commercial General Liability Conditions: This insurance is excess over: Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing coverage for the same "occurrence", offense, claim or "suit". This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by a written contract or written agreement to provide coverage to the additional insured on a primary and non- contributory basis. E. This endorsement does not apply to an additional insured which has been added to this policy by an endorsement showing the additional insured in a Schedule of additional insureds, and which endorsement applies specifically to that identified additional insured. F. With respect to the insurance afforded to the additional insureds under this endorsement, the following is added to Section Ill -Limits Of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the written contract or written agreement referenced in Paragraph A. of this endorsement; 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. All other terms and conditions of this policy remain unchanged. Includes copyrighted material of Insurance Services Office, Inc., with its permission. U-GL-1175-F CW (04/13) Page 2of 2 Blanket Notification to Others of Cancellation or Non-Renewal Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. GLO 292517011 02/01/2018 02/01/2019 18298000 g ZURICH" Add'I. Prem Return Prem. INCL THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Llablllty Coverage Part A. If we cancel or non-renew this Coverage Part by written notice to the first Named Insured, we will mall or deliver notification that such Coverage Part has been cancelled or non-renewed to each person or organization shown in a list provided to us by the first Named Insured if you are required by written contact or written agreement to provide such notification. However, such notification will not be mailed or delivered if a conditional notice of renewal has been sent to the first Named Insured. Such list: 1. Must be provided to us prior to cancellation or non-renewal; 2. Must contain the names and addresses of only the persons or organizations requiring notification that such Coverage Part has been cancelled or non-renewed; and 3. Must be in an electronic format that is acceptable to us. B. Our notification as described in Paragraph A. of this endorsement will be based on the most recent list in our records as of the date the notice of cancellation or non-renewal is mailed or delivered to the first Named Insured. We will mail or deliver such notification to each person or organization shown In the list: 1. Within seven days of the effective date of the notice of cancellation, if we cancel for non-payment of premium; or 2. At least 30 days prior to the effective date of: a. Cancellation, if cancelled for any reason other than nonpayment of premium; or b. Non-renewal, but not including conditional notice of renewal. C. Our mailing or delivery of notification described In Paragraphs A. and B. of this endorsement is intended as a courtesy only. Our failure to provide such mailing or delivery will not: 1. Extend the Coverage Part cancellation or non-renewal date; 2. Negate the cancellation or non-renewal; or 3. Provide any additional insurance that would not have been provided in the absence of this endorsement. D. We are not responsible for the accuracy, integrity, timeliness and validity of information contained in the list provided to us as described in Paragraphs A. and B. of this endorsement. All other terms and conditions of this policy remain unchanged. Includes copyrighted material of Insurance Services Office, Inc., with its permission. U-GL-1521-A CW (10/12) Page 1 of 1 POLICY NUMBER:GLO 292517011 COMt.ERCIAL GENERAL LIABILITY CG24040509 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: ANY PERSON OR ORGANIZATION THAT REQUIRES YOU TO WAIVE YOUR RIGHTS OF RECOVERY, IN A WRITTEN CONTRACT OR AGREEMENT WITH THE NAMED INSURED THAT IS EXECUTED PRIOR TO THE ACCIDENT OR LOSS. Information rAnuired to comolete this Schedule if not shown above will be shown in the Declarations. The following is added to Paragraph a Transfer Of Rights Of Recovery Against Others To Us of Section IV -Conditions: 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 ongoing operations or ''your work" done under a contract with that person or organization and included in the "products- completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG240405 09 @ Insurance Services Office, Inc., 2008 Page 1 of 1 0 Coverage Extension Endorsement ZURICH Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. Add'I. Prem Return Prem. BAP 292517111 02/01/2018 02/01/2019 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Business Auto Coverage Form Motor Carrier Coverage Form A. Amended Who Is An Insured 1. The following is added to the Who Is An Insured Provision in Section 11-Covered Autos Liability Coverage: The following are also "insureds": ' a. Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow for acts performed within the scope of employment by you. Any "employee" of yours is also an "insured" while operating an "auto" hired or rented under a contract or agreement in an "employee's" name, with your permission, while performing duties related to the conduct of your business. b. Anyone volunteering services to you Is an "insured" while using a covered "auto" you don't own, hire or borrow to transport your clients or other persons in activities necessary tp your business. c. Anyone else who furnishes an "auto" referenced in Paragraphs A.1.a. and A.1.b. in this endorsement. d. Where and to the extent permitted by law, any person(s) or organization(s) where required by written contract or written agreement with you executed prior to any "accident", including those person(s) or organization(s) directing your work pursuant to such written contract or written agreement with you, provided the "accident" arises out of operations governed by such contract or agreement and only up to the limits required in the written contract or written agreement, or the Limits of Insurance shown in the Declarations, whichever is less. 2. The following is added to the Other Insurance Condition in the Business Auto Coverage Form and the Other Insurance -Primary and Excess Insurance Provisions Condition in the Motor Carrier Coverage Form: Coverage for any person(s) or organization(s), where required by written contract or written agreement with you executed prior to any "accident", will apply on a primary and non-contributory basis and any insurance maintained by the additional "insured" will apply on an excess basis. However, in no event will this coverage extend beyond the terms and conditions of the Coverage Form. B. Amendment -Supplementary Payments Paragraphs a.(2) and a.(4) of the Coverage Extensions Provision in Section II -Covered Autos Llablllty Coverage are replaced by the following: (2) Up to $5,000 for the 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 "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. Includes copyrighted material of Insurance Services Office, Inc., with its permission. U-CA-424-F CW (04-14) Page 1 of 6 C. Fellow Employee Coverage The Fellow Employee Exclusion contained in Section II -Covered Autos Llablllty Coverage does not apply. D. Driver Safety Program Llabllity and Physical Damage Coverage 1. The following is added to the Racing Exclusion in Section II -Covered Autos Liability Coverage: This exclusion does not apply to covered "autos" participating in a driver safety program event, such as, but not limited to, auto or truck rodeos and other auto or truck agility demonstrations. 2. The following is added to Paragraph 2. in the Exclusions of Section Ill -Physical Damage Coverage of the Business Auto Coverage Form and Paragraph 2.b. in the Exclusions of Section IV -Physical Damage Coverage of the Motor Carrier Coverage Form: This exclusion does not apply to covered "autos" participating in a driver safety program event, such as, but not limited to, auto or truck rodeos and other auto or truck agility demonstrations. E. Lease or Loan Gap Coverage The following is added to the Coverage Provision of the Physical Damage Coverage Section: Lease Or Loan Gap Coverage In the event of a total "loss" to a covered "auto", we will pay any unpaid amount due on the lease or loan for a covered "auto", less: a. Any amount paid under the Physical Damage Coverage Section of the Coverage Form; and b. Any: (1) Overdue lease or loan payments at the time of the "loss"; (2) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; (3) Security deposits not returned by the lessor; (4) Costs for extended warranties, credit life insurance, health, accident or disability insurance purchased with the loan or lease; and (5) Carry-over balances from previous leases or loans. F. Towing and Labor Paragraph A.2. of the Physical Damage Coverage Section is replaced by the following: We will pay up to $75 for towing and labor costs incurred each time a covered "auto" of the private passenger type is disabled. However, the labor must be performed at the place of disablement. G. Extended Glass Coverage The following is added to Paragraph A.3.a. of the Physlcal Damage Coverage Section: If glass must be replaced, the deductible shown in the Declarations will apply. However, if glass can be repaired and is actually repaired rather than replaced, the deductible will be waived. You have the option of having the glass repaired rather than replaced. H. Hired Auto Physical Damage -Increased Loss of Use Expenses The Coverage Extension for Loss Of Use Expenses in the Physical Damage Coverage Section is replaced by the following: Loss Of Use Expenses For Hired Auto Physical Damage, we will pay expenses for which an "insured" becomes legally responsible to pay for loss of use of a vehicle rented or hired without a driver under a written rental contract or written rental agreement. We will pay for loss of use expenses if caused by: Includes copyrighted material of Insurance Services Office, Inc., with Its permission. U-CA-424-F CW (04-14) Page 2of6 (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 Declarations indicate that Specified Causes Of Loss Coverage is provided for any covered "auto"; or (3) Collision only if the Declarations indicate that Collision Coverage is provided for any covered "auto". However, the most we will pay for any expenses for loss of use is $100 per day, to a maximum of $3000. I. Personal Effects Coverage The following is added to the Coverage Provision of the Physlcal Damage Coverage Section: Personal Effects Coverage a. We will pay up to $750 for "loss" to personal effects which are: (1) Personal property owned by an "insured"; and (2) In or on a covered "auto". b. Subject to Paragraph a. above, the amount to be paid for "loss· to personal effects will be based on the lesser of: (1) The reasonable cost to replace; or (2) The actual cash value. c. The coverage provided in Paragraphs a. and b. above, only applies in the event of a total theft of a covered "auto". No deductible applies to this coverage. However, we will not pay for "loss" to personal effects of any of the following: (1) Accounts, bills, currency, deeds, evidence of debt, money, notes, securities, or commercial paper or other documents of value. (2) Bullion, gold, silver, platinum, or other precious alloys or metals; furs or fur garments; jewelry, watches, precious or semi-precious stones. (3) Paintings, statuary and other works of art. (4) Contraband or property in the course of illegal transportation or trade. (5) Tapes, records, discs or other similar devices used with audio, visual or data electronic equipment. Any coverage provided by this Provision is excess over any other insurance coverage available for the same "loss". J. Tapes, Records and Discs Coverage 1. The Exclusion in Paragraph B.4.a. of Section 111-Physical Damage Coverage in the Business Auto Coverage Form and the Exclusion in Paragraph B.2.c. of Section IV -Physical Damage Coverage in the Motor Carrier Coverage Form does not apply. 2. The following is added to Paragraph 1.a. Comprehensive Coverage under the Coverage Provision of the Physical Damage Coverage Section: We will pay for "loss" to tapes, records, discs or other similar devices used with audio, visual or data electronic equipment. We will pay only if the tapes, records, discs or other similar audio, visual or data electronic devices: (a) Are the property of an "insured"; and (b) Are in a covered "auto" at the time of "loss". The most we will pay for such "loss" to tapes, records, discs or other similar devices is $500. The Physical Damage Coverage Deductible Provision does not apply to such "loss". Includes copyrighted material of Insurance Services Office, Inc., with its permission. U-CA-424-F CW (04-14) Page 3of 6 K. Airbag Coverage The Exclusion in Paragraph B.3.a. of Section Ill -Physical Damage Coverage in the Business Auto Coverage Form and the Exclusion in Paragraph B.4.a. of Section IV -Physical Damage Coverage in the Motor Carrier Coverage Form does not apply to the accidental discharge of an airbag. L. Two or More Deductibles The following is added to the Deductible Provision of the Physical Damage Coverage Section: If an accident is covered both by this policy or Coverage Form and by another policy or Coverage Form issued to you by us, the following applies for each covered "auto" on a per vehicle basis: 1. If the deductible on this policy or Coverage Form is the smaller (or smallest) deductible, it will be waived; or 2. If the deductible on this policy or Coverage Form is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible. M. Physical Damage -Comprehensive Coverage -Deductible The following is added to the Deductible Provision of the Physical Damage Coverage Section: Regardless of the number of covered "autos" damaged or stolen, the maximum deductible that will be applied to Comprehensive Coverage for all "loss" from any one cause is $5,000 or the deductible shown in the Declarations, whichever is greater. N. Temporary Substitute Autos -Physical Damage 1. The following is added to Section I -Covered Autos: Temporary Substitute Autos -Physical Damage If Physical Damage Coverage is provided by this Coverage Form on your owned covered "autos", the following types of vehicles are also covered "autos" for Physical Damage Coverage: Any "auto" you do not own when used with the permission of its owner as a temporary substitute for a covered "auto" you do own but is out of service because of its: 1. Breakdown; 2. Repair; 3. Servicing; 4. "Loss"; or 5. Destruction. 2. The following is added to the Paragraph A. Coverage Provision of the Physlcal Damage Coverage Section: Temporary Substitute Autos -Physical Damage We will pay the owner for "loss" to the temporary substitute "auto" unless the "loss" results from fraudulent acts or omissions on your part. If we make any payment to the owner, we will obtain the owner's rights against any other party. The deductible for the temporary substitute "auto" will be the same as the deductible for the covered "auto" it replaces. 0. Amended Duties In The Event Of Accident, Claim, Suit Or Loss Paragraph a. of the Duties In The Event Of Accident, Clalm, Sult Or Loss Condition is replaced by the following: a. In the event of "accident", claim, "suit" or "loss", you must give us or our authorized representative prompt notice of the "accident", claim, "suit" or "loss". However, these duties only apply when the "accident", claim, "suit" or "loss" is known to you (if you are an individual), a partner (if you are a partnership), a member (if you are a limited liability company) or an executive officer or insurance manager (if you are a corporation). The failure of any Includes copyrighted material of Insurance Services Office, Inc., with its permission. U-CA-424-F CW (04-14) Page 4of6 agent, servant or employee of the "insured" to notify us of any "accident", claim, "suit" or "loss" shall not invalidate the insurance afforded by this policy. Include, as soon as practicable: (1) How, when and where the "accident" or "loss" occurred and if a claim is made or "suit" is brought, written notice of the claim or "suit" including, but not limited to, the date and details of such claim or "suit"; (2) The "insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons and witnesses. If you report an "accidenr, claim, "suit" or "loss" to another insurer when you should have reported to us, your failure to report to us will not be seen as a violation of these amended duties provided you give us notice as soon as practicable after the fact of the delay becomes known to you. P. Waiver of Transfer Of Rights Of Recovery Against Others To Us The following is added to the Transfer Of Rlghta Of Recovery Against Othera To Ua Condition: This Condition does not apply to the extent required of you by a written contract, executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of operations contemplated by such contract. This waiver only applies to the person or organization designated in the contract. , Q. Employee Hired Autos -Physical Damage Paragraph b. of the Other Insurance Condition in the Business Auto Coverage Form and Paragraph f. of the Other Insurance -Primary and Excess Insurance Provisions Condition In the Motor Carrier Coverage Form are replaced by the following: For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos" you own: (1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered "auto" hired or rented under a written contract or written agreement entered into by an "employee" or elected or appointed official with your permission while being operated within the course and scope of that "employee's" employment by you or that elected or appointed official's duties as respect their obligations to you. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". R. Unlntentlonal Failure to Disclose Hazards The following is added to the Concealment, Misrepresentation Or Fraud Condition: However, we will not deny coverage under this Coverage Form if you unintentionally: (1) Fail to disclose any hazards existing at the inception date of this Coverage Form; or (2) Make an error, omission, improper description of "autos" or other misstatement of information. You must notify us as soon as possible after the discovery of any hazards or any other information that was not provided to us prior to the acceptance of this policy. S. Hired Auto -World Wide Coverage Paragraph 7a.(5) of the Policy Period, Coverage Territory Condition is replaced by the following: (5) Anywhere in the world if a covered "auto" is leased, hired, rented or borrowed for a period of 60 days or less, T. Bodlly Injury Redefined The definition of "bodily injury" in the Definitions Section is replaced by the following: "Bodily injury" means bodily injury, sickness or disease, sustained by a person including death or mental anguish, resulting from any of these at any time. Mental anguish means any type of mental or emotional illness or disease. Includes copyrighted material of Insurance Services Office, Inc., with its permission. U-CA-424-F CW (04-14) Page Sof 6 U. Expected Or Intended Injury The Expected Or Intended Injury Exclusion in Paragraph B. Excluslons under Section II -Covered Auto Llablllty Coverage is replaced by the following: Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the •insured". This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. V. Physical Damage -Additional Temporary Transportation Expense Coverage Paragraph A.4.a. of Section 111-Physical Damage Coverage is replaced by the following: 4. Coverage Extensions a. Transportation Expenses We will pay up to $50 per day to a maximum of $1,000 for temporary transportation expense incurred by you because of the total theft of a covered "auto" of the private passenger type. We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage. We will pay for temporary transportation expenses incurred during the period beginning 48 hours after the theft and ending, regardless of the policy's expiration, when the covered "auto" is returned to use or we pay for its "loss". W. Replacement of a Private Passenger Auto with a Hybrid or Alternative Fuel Source Auto The following is added to Paragraph A. Coverage of the Physical Damage Coverage Section: In the event of a total "loss" to a covered "auto" of the private passenger type that is replaced with a hybrid "auto" or "auto" powered by an alternative fuel source of the private passenger type, we will pay an additional 10% of the cost of the replacement "auto", excluding tax, title, license, other fees and any aftermarket vehicle upgrades, up to a maximum of $2500. The covered "auto" must be replaced by a hybrid "auto" or an "auto" powered by an alternative fuel source within 60 calendar days of the payment of the "loss" and evidenced by a bill of sale or new vehicle lease agreement. To qualify as a hybrid "auto", the "auto" must be powered by a conventional gasoline engine and another source of propulsion power. The other source of propulsion power must be electric, hydrogen, propane, solar or natural gas, either compressed or liquefied. To qualify as an "auto" powered by an alternative fuel source, the "auto" must be powered by a source of propulsion power other than a conventional gasoline engine. An "auto" solely propelled by biofuel, gasoline or diesel fuel or any blend thereof is not an "auto" powered by an alternative fuel source. X. Return of Stolen Automobile The following is added to the Coverage Extension Provision of the Physlcal Damage Coverage Section: If a covered "auto" is stolen and recovered, we will pay the cost of transport to return the "auto" to you. We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage. All other terms, conditions, provisions and exclusions of this policy remain the same. Includes copyrighted material of Insurance Services Office, Inc., with Its permission. U-CA-424-F CW (04-14) Page 6of 6 POLICY NUMBER: BAP 292517111 COMMERCIAL AUTO CA 20481013 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds· for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date Is indicated below. Namedlnsured: HAWTHORNE MACHINERY CO. Endorsement Effective Date: SCHEDULE Name Of Person(s) Or Organlzatlon(s): ONLY THOSE PERSONS OR ORGANIZATIONS WHERE REQUIRED BY WRITTEN CONTRACT Information reauired to comolete this Schedule, if not shown above will be shown in the Declarations. Each person or organization shown in the Schedule is an "insured· for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured· under the Who Is An Insured provision contained in Paragraph A.1. of Section II -Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I -Covered Autos Coverages of the Auto Dealers Coverage Form. CA20481013 © Insurance Services Office, Inc., 2011 Page 1 of 1 POLICY NUMBER: BAP 292517111 COMMERCIAL AUTO CA 04441013 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Namedlnsured: HAWTHORNE MACHINERY CO. Endorsement Effective Date: SCHEDULE Name(s) Of Person(s) Or Organlzatlon(s): ALL PERSONS AND/OR ORGANIZATIONS THAT ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT WITH THE INSURED, EXECUTED PRIOR TO THE ACCIDENT OR LOSS, THAT WAIVER OF SUBROGATION BE PROVIDED UNDER THIS POLICY. Information reauired to complete this Schedule if not shown above will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the •accident" or the "loss" under a contract with that person or organization. CA04441013 © Insurance Services Office, Inc., 2011 Page 1 of 1 Blanket Notification to Others of Cancellation or Non-Renewal Policy No. Efl. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. BAP 292517111 02/01/2018 02/01/2019 Add'I. Prem THIS ENDORSEt.ENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Co1111ierclal Automobile Coverage Part • ZURICH® Return Prem. A. If we cancel or non-renew this Coverage Part by written notice to the first Named Insured, we will mail or deliver notification that such Coverage Part has been cancelled or non-renewed to each person or organization shown in a list provided to us by the first Named Insured if you are required by written contact or written agreement to provide such notification. However. such notification will not be mailed or delivered if a conditional notice of renewal has been sent to the first Named Insured. Such list: 1. Must be provided to us prior to cancellation or non-renewal; 2. Must contain the names and addresses of only the persons or organizations requiring notification that such Coverage Part has been cancelled or non-renewed; and 3. Must be in an electronic format that is acceptable to us. B. Our notification as described in Paragraph A. of this endorsement will be based on the most recent list in our records as of the date the notice of cancellation or non-renewal is mailed or delivered to the first Named Insured. We will mail or deliver such notification to each person or organization shown in the list: 1. \Nithin seven days of the effective date of the notice of cancellation, if we cancel for non-payment of premium; or 2. At least 30 days prior to the effective date of: L Cancellation, if cancelled for any reason other than nonpayment of premium; or b. Non-renewal, but not including conditional notice of renewal. C. Our mailing or delivery of notification described in Paragraphs A. and B. of this endorsement is intended as a courtesy only. Our failure to provide such mailing or delivery will not: 1. Extend the Coverage Part cancellation or non-renewal date; 2. Negate the cancellation or non-renewal; or 3. Provide any additional insurance that would not have been provided in the absence of this endorsement. D. We are not responsible for the accuracy, integrity, timeliness and validity of information contained in the list provided to us as described in Paragraphs A. and B. of this endorsement. All other terms and conditions of this policy remain unchanged. Includes copyrighted material of Insurance Services Office, Inc., with its permission. U-CA-832-A CW (01 / 13) Page 1 of 1 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC990643 BLANKET NOTIFICATION TO OTHERS OF CANCELLATION OR NONRENEWAL ENDORSEMENT This endorsement adds the following to Part Six of the policy. PART SIX CONDITIONS Blanket Notification to Others of cancellation or Nonrenewal 1. If we cancel or non-renew this policy by written notice to you, we will mail or deliver notification that such policy has been cancelled or non-renewed to each person or organization shown in a list provided to us by you if you are required by written contract or written agreement to provide such notification. However, such notification will not be mailed or delivered if a conditional notice of renewal has been sent to you. Such list: a. Must be provided to us prior to cancellation or non-renewal; b. Must contain the names and addresses of only the persons or organizations requiring notification that such policy has been cancelled or non-renewed; and c. Must be in an electronic format that is acceptable to us. 2. Our notification as described in Paragraph 1. above will be based on the most recent list in our records as of the date the notice of cancellation or non-renewal is mailed or delivered to you. We will mail or deliver such notification to each person or organization shown In the list: a. Within seven days of the effective date of the notice of cancellation, if we cancel for non-payment of premium; or b. At least 30 days prior to the effective date of: (1) Cancellation, if cancelled for any reason other than nonpayment of premium; or (2) Non-renewal, but not including conditional notice of renewal. 3. Our mailing or delivery of notification described in Paragraphs 1. and 2. above is intended as a courtesy only. Our failure to provide such mailing or delivery will not: a. Extend the policy cancellation or non-renewal date; b. Negate the cancellation or non-renewal; or c. Provide any additional insurance that would not have been provided in the absence of this endorsement. 4. We are not responsible for the accuracy, integrity, timeliness and validity of information contained in the list provided to us as described in Paragraphs 1. and 2. above. All other terms and conditions of this policy remain unchanged. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The Information below Is required only when this endorsement Is Issued subsequent to preparation of the pollcy.) Endorsement Effective:0210112018 Policy No. we 292516911 Insured: HAWTHORNE MACHINERY CO. Insurance Company: ZURICH AMERICAN INSURANCE COMPANY WC990643 Endorsement No. 001 Premium $ INCL (Ed. 01-13) Includes copyright material of the National Council on Compensation Insurance, Inc. used with its permission. ~ 2012 Copyright National Council on Compensation Insurance, Inc. All Rights Reserved. Page 1 of 1 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT wcoo 0313 (Ed. 4-84) We have the right to recover our payments from anyone liable for an irj_ury covered by this policy. We will not enforce our right against the person or organization named In the Schedule. \ 1 his agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule ALL PERSONS OR ORGANIZATIONS WC000313 (Ed. 4-84) C 1983 National Council on Compensation Insurance. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE POLICY WC 040306 Ed.4-84 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT- CALIFORNIA 'Ne have the right to recover our payments from anyone liable for an injury covered by this policy. 'Ne 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 0 mium otherwise due on such remuneration. Person or Organization ALL PERSONS OR ORGANIZATIONS WC 252 ( 4-&4) WC 04 03 06 (Ed. 4-&4) Schedule Job Description % of the California workers' compensation pre- Page 1 of 1 AMENDMENT NO. 3 TO EXTEND AND AMEND AGREEMENT FOR GENERATOR MAINTENANCE SERVICES FOR SEWER LIFT STATIONS HAWTHORNE MACHINERY CO. UTIL1171 r.' This Amendment No. 3 is entered into and effective as of the l L.\1\.4 day of J°'-V\-.) ~ , 2o___lo extending and amending the agreement dated January 30, 2015(t e "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Hawthorne Machinery Co., a California corporation, ("Contractor") (collectively, the "Parties") for generator maintenance services for sewer lift stations. RECITALS A. On January 19, 2016, the Parties executed Amendment No. 1 to extend and fund the Agreement; and B. On January 23, 2017, the Parties executed Amendment No. 2 to extend and fund the Agreement; and C. The Parties desire to alter the Agreement's scope of work to extend and fund the Agreement for a period of one (1) year. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. That the Agreement, as may have been amended from time to time, is hereby extended for a period of one (1) year ending on January 30, 2019, on a time and materials basis not-to-exceed twenty thousand dollars ($20,000). 2. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. Ill Ill /II Ill Ill Ill Ill City Attorney Approved Version 1 /30/13 UTIL1171 4. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR HAWTHORNE MACHINERY CO., a California corporation By: ) / (sign here) / ~ J I 0 -'l <, ,,-k: tr2 w k· l"S LLI t f1 / n~ ~ u.:ti 1J (print name/title) (sign here) ~ r :c:.,, Jv .,.Lu~v---ClTv . ti? (print name/title) 1 CITY OF CARLSBAD, a municipal corporation of the State of California By:~ WndyChabers/Utiles Di rector If required by City, proper notarial acknowledgment of execution by Contractor must be attached . If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Chairman , President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Ass istant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: _ _...~---------- Deputy City Attorney City Attorney Approved Version 1 /30/13 2 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~-10/30/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement{s). PRODUCER CONTACT NAME: J Smith Lanier & Co of Opelika r.~~N.~ ~-"· 334-749-3401 I fffc Nol: 334-745-8785 P. 0. BOX 828 Opelika AL 36803 ~;.Mn~~RR. esweatt@jsmithlanier.com INSURER{Sl AFFORDING COVERAGE NAIC# 1NsuRERA ,Zurich American Ins. Co. of IL 27855 INSURED INSURER B ,Great American Insurance Company 16691 Hawthorne Machinery Co. 1NsuRER c ,Colony Specialty Insurance Co. 36927 Attn: Steve Hollingsworth INSURER D: Hiscox-Lloyd's Syndicate 0033 16945 Camino San Bernardo San Diego CA 92127 INSURER E ,Arch Insurance Company 11150 INSURER F: COVERAGES CERTIFICATE NUMBER: 2134508159 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. 1~f: TYPE OF INSURANCE i~~~; ~:1 POLICY NUMBER A X COMMERCIAL GENERAL LIABILITY Y Y i GL0292517010 2/1/2017 2/1/2018 I EACH OCCURRENCE $1,000,000 . ·--- I) r-·-·-I CLAIMS-MADE ~ OCCUR I 1 I ~~~t~iJ9E~~~J~~nce) S500,0QO ____ __. A ~ ------------ GEN'L AGGREGATE LIMIT APPLIES PER: ~PRO-7 ~ POLICY L"..J JECT l___J LOC OTHER: AUTOMOBILE LIABILITY X ANY AUTO f----ALL OWNED AUTOS X HIRED AUTOS --SCHEDULED AUTOS x ~~~0~wNED y y BAP292517110 B __)<__ UMBRELLA LIAB L~ OCCUR Y ! Y TUU777952311 I EXCESS LIAB I ! CLAIMS-MADE j DED X RETENTION $ 10,000 A : WORKERS COMPENSATION AND EMPLOYERS' LIABILITY I ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below D Contractors Professional Liab. E Crime -Customer Prop C I Pollution Liability ! YIN 0N/A y WC292516910 ANE139826716 PCD930057903 CSP306559 ! 2/1/2017 2/1/2017 2/1/2017 11/27/2016 2/1/2017 , 2/1/2017 2/1/2018 2/1/2018 i : 2/1/2018 2/1/2018 2/1/2018 2/1/2019 MED EXP (Any one person) $10,000 PERSONAL & ADV INJURY S 1,000,000 GENERAL AGGREGATE $2,000,_()_0()_ ___ __, PRODUCTS -COMP/OP AGG I $2,000,000 ~~-------t $ fE~~~~~~~llNGLE LIMIT s, ,OOO,OOO BODILY INJURY (Per person) ' $ BODILY INJURY (Per accidenl) $ PROPERTY DAMAGE ------· ···--------1 (Per accident) t--'----~----j--------·------ EACH OCCURRENCE $5,000,000 AGGREGATE $5,000,000 t----------t-- $ t--X~~~~~f~TU~T~E~~l-~l~~~~H-· --+------· _ .. ··- E.L. EACH ACCIDENT S 1,000,000 E.L. DISEASE -EA EMPLOYEE $1,000,000 ------------------- - - E.L. DISEASE -POLICY LIMIT S 1,000,000 $2,000,000 Agg. $1,000,000 Limit $5,000,000 Limit $15,000 Ret. $25,000 Ret. $10,000 Ret. DESCRIPTION OF OPERATIONS/ LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) General Liability and Auto Liability Additional Insured Status is granted to the City of Carlsbad if required by a written, signed, and dated contract, agreement or permit. All coverage is subject to the terms, conditions and exclusions contained in the policy form and endorsements. Additional Insured: City of Carlsbad City of Carlsbad as required by contract are named additional insured on a primary and non contributory basis. Waiver of Subrogation is See Attached ... CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Carlsbad THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN c/o EXIGIS Insurance Compliance Services ACCORDANCE WITH THE POLICY PROVISIONS. P 0. Box 4668 -ECM #35050 New York NY 10163-4668 AUTHORIZED REPRESENTATIVE I d~~ © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD / ./ AGENCY CUSTOMER ID: ------------------- LO C #: -------- ADDITIONAL REMARKS SCHEDULE Page 1 of AGENCY NAMED INSURED J Smith Lanier & Co of Opelika Hawthorne Machinery Co. POLICY NUMBER Attn: Steve Hollingsworth 16945 Camino San Bernardo San Diego CA 92127 CARRIER I NAICCODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE granted by the Named Insured to the City of Carlsbad pursuant to written contract. In the event of a cancellation (for any reason other than nonpayment of premium), 30 days notice will be sent to the City of Carlsbad. ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Coverage Extension Endorse1nent Policy No. Elf. Date of Pol. Exp. Date of Pol. Elf. Date of End. Producer No. Add'I. Prem BAP292517110 02/01/2017 02/01/2018 THIS ENDORSE Fl/ENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Business Auto Coverage Form M:>tor Carrier Coverage Form A. Amended Who Is An Insured 1. The following is added to the Who Is An Insured Provision in Section II -Liability Coverage: The following are also "insureds": ZURICH Return Pre-n. a Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow for acts performed within the scope of employment by you. b. Anyone volunteering services to you is an "insured" while using a covered "auto" you don't own, hire or borrow to transport your clients or other persons in activities necessary to your business. c. Anyone else who furnishes an "auto" referenced in Paragraphs a and b. above. d. Any person(s) or organization(s) where required by written contract or written agreement executed prior to any "accident" provided the "accident" arises out of operations contemplated by such contract or agreement. 2. The following is added to the Other Insurance Provision in the Conditions Section: Coverage for any person(s) or organization(s) where required by written contract or written agreement executed prior to any "accident" will apply on a primary basis and any insurance maintained by the additional "insured" will apply on an excess basis. However, in no event will this coverage extend beyond the terms and conditions of the coverage form. B. Amendment -Supplementary Payments Paragraphs a(2) and a.(4) of the Coverage Extensions Provision in Section II -Liability Coverage are replaced by the following: (2) Up to $5,000 for the 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 "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. C. Fellow Employee Coverage The Fellow Employee Exclusion contained in Section II -Liability Coverage does not apply. D. Driver Safety Program Liability and Physical Damage Coverage 1. The following is added to the Racing Exclusion ir·, :.:-...tion II -Liability Coverage: This exclusion does not apply to covered "autos" participating in a driver safety program event, such as, but not limited to, auto or truck rodeos and other auto or truck agility demonstrations. Includes copyrighted material of Insurance Services Office, Inc., with its permission. U-CA-424-E CW (04-11) Page 1 of 5 2. The following is added to Paragraph 2. in the Exclusions of Section Ill -Physical Damage Coverage of the Business Auto Coverage Form and Paragraph 2.b. in the Exclusions of Section IV -Physical Damage Coverage of the fv'btor Carrier Coverage Form: This exclusion does not apply to covered "autos" participating in a driver safety program event, such as, but not limited to, auto or truck rodeos and other auto or truck agility demonstrations. E. Lease or Loan Gap Coverage The following is added to the Coverage Provision of the Physical Damage Coverage Section: Lease Or Loan Gap Coverage In the event of a total "loss" to a covered "auto", we will pay any unpaid amount due on the lease or loan for a covered "auto", less: a Any amount paid under the Physical Damage Coverage Section of the coverage form; and b. Any: (1) Overdue lease or loan payments at the time of the "loss"; (2) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; (3) Security deposits not returned by the lessor; (4) Costs for extended warranties, credit life insurance, health, accident or disability insurance purchased with the loan or lease; and (5) Carry-over balances from previous leases or loans. F. Towing and Labor The following is added to Paragraph A.2. of the Physical Damage Coverage Section: We will pay up to $75 for towing and labor costs incurred each time a covered "auto" of the private passenger type is disabled. However, the labor must be performed at the place of disablement. G. Extended Glass Coverage The following is added to Paragraph A.3.a. of the Physical Damage Coverage Section: If glass must be replaced, the deductible will be $100 or the deductible shown in the Declarations, whichever is less. If glass can be repaired and is actually repaired rather than replaced, the deductible will be waived. You have the option of having the glass repaired rather than replaced. H. Hired Auto Physical Damage -Increased Loss of Use Expenses The Loss Of Use Expenses Provision of the Physical Damage Coverage Section is replaced by the following: Loss Of Use Expenses For Hired Auto Physical Damage, we will pay expenses for which an "insured" becomes legally responsible to pay for loss of use of a vehicle rented or hired without a driver under a written rental contract or written rental 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 Declarations indicate that Specified Causes Of Loss Coverage is provided for any covered "auto"; or (3) Collision only if the Declarations indicate that Collision Coverage is provided for any covered "auto". However, the most we will pay for any expenses for loss of use is $100 per day, to a maximum of $3000. I. Personal Effects Coverage Th6 ,uiiowing is added to the Coverage Provision of the Physical Damage Coverage Section: Personal Effects Coverage a. We will pay up to $750 for "loss" to personal effects which are: (1) Personal property owned by an "insured"; and U-CA-424-E CW (04-11) Page2of5 Includes copyrighted material of Insurance Services Office, Inc., with its permission. (2) In or on a covered "auto". b. Subject to Paragraph a. above, the amount to be paid for "loss" to personal effects will be based on the lesser of: (1) The reasonable cost to replace; or (2) The actual cash value. c. The coverage provided in Paragraphs a. and b. above, only applies in the event of a total theft of a covered "auto". No deductible applies to this coverage. However, we will not pay for "loss" to personal effects of any of the following: (1) Accounts, bills, currency, deeds, evidence of debt, money, notes, securities, or commercial paper or other documents of value. (2) Bullion, gold, silver, platinum, or other precious alloys or metals; furs or fur garments; jewelry, watches, precious or semi-precious stones. (3) Paintings, statuary and other works of art. (4) Contraband or property in the course of illegal transportation or trade. (5) Tapes, records, discs or other similar devices used with audio, visual or data electronic equipment. Any coverage provided by this Provision is excess over any other insurance coverage available for the same "loss". J. Tapes, Records and Discs Coverage 1. The Exclusion in Paragraph 8.4.a. of Section Ill -Physical Damage Coverage in the Business Auto Coverage Form and the Exclusion in Paragraph 8.2.c. of Section IV -Physical Damage Coverage in the Motor Carrier Coverage Form do not apply. 2. The following is added to Paragraph 1.a. Comprehensive Coverage under the Coverage Provision of the Physical Damage Coverage Section: We will pay for "loss" to tapes. records, discs or other similar devices used with audio, visual or data electronic equipment. We will pay only if the tapes, records, discs or other similar audio, visual or data electronic devices: (a) Are the property of an "insured"; and (b) Are in a covered "auto" at the time of "loss". The most we will pay for such "loss" to tapes, records, discs or other similar devices is $500. The Physical Damage Coverage Deductible Provision does not apply to such "loss". K. Airbag Coverage The Exclusion in Paragraph 8.3.a. of Section Ill -Physical Damage Coverage in the Business Auto Coverage Form and the Exclusion in Paragraph 8.4.a. of Section IV -Physical Damage Coverage in the Motor Carrier Coverage Form do not apply to the accidental discharge of an airbag. L. Two or M:>re Deductibles The following is added to the Deductible Provision of the Physical Damage Coverage Section: If an accident is covered both by this policy or coverage form and by another policy or coverage form issued to you by us, the following applies for each covered "auto" on a per vehicle basis: 1. If the deductible on this policy or coverage form is the smaller (or smallest) deductible, it will be waived; or 2. If the deductible on this policy or coverage form is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible. M Physical Damage -Comprehensive Coverage -Deductible The following is added to the Deductible Provision of the Physical Damage Coverage Section: Regardless of the number of covered "autos" damaged or stolen, the maximum deductible that will be applied to Comprehensive Coverage for all "loss" from any one cause is $5,000. Includes copyrighted material of Insurance Services Office, Inc., with its permission. U-CA-424-E CW (04-11) Page 3 of 5 N. TemjX)rary Substitute Autos -Physical Damage 1. The following is added to Section I -Covered Autos: TemjX)rary Substitute Autos -Physical Damage If Physical Damage Coverage is provided by this coverage form on your owned covered "autos", the following types of vehicles are also covered "autos" for Physical Damage Coverage: Any "auto" you do not own when used with the permission of its owner as a temporary substitute for a covered "auto" you do own but is out of service because of its: 1. Breakdown; 2. Repair; 3. Servicing; 4. "Loss"; or 5. Destruction. 2. The following is added to the Coverage Provision of the Physical Damage Coverage Section: TemjX)rary Substitute Autos -Physical Damage We will pay the owner for "loss" to the temporary substitute "auto" unless the "loss" results from fraudulent acts or omissions on your part. If we make any payment to the owner, we will obtain the owner's rights against any other party. The deductible for the temporary substitute "auto" will be the same as the deductible for the covered "auto" it replaces. 0. Amended Duties In The Event Of Accident, Claim, Suit Or Loss Paragraph a. of the Duties In The Event Of Accident, Claim, Suit Or Loss Condition is replaced by the following: a In the event of "accident", claim, "suit" or "loss", you must give us or our authorized representative prompt notice of the "accident", claim, "suit" or "loss". However, these duties only apply when the "accident", claim, "suit" or "loss" is known to you (if you are an individual), a partner (if you are a partnership), a member (if you are a limited liability company) or an executive officer or insurance manager (if you are a corporation). The failure of any agent, servant or employee of the "insured" to notify us of any "accident", claim, "suit" or "loss" shall not invalidate the insurance afforded by this policy. Include, as soon as practicable: (1) How, when and where the "accident" or "loss" occurred and if a claim is made or "suit" is brought, written notice of the claim or "suit" including, but not limited to, the date and details of such claim or "suit"; (2) The "insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons and witnesses. If you report an "accident", claim, "suit" or "loss" to another insurer when you should have reported to us, your failure to report to us will not be seen as a violation of these amended duties provided you give us notice as soon as practicable after the fact of the delay becomes known to you. P. Waiver of Transfer Of Rights Of Recovery Against Others To Us The following is added to the Transfer Of Rights Of Recovery Against Others To Us Condition: This Condition does not apply to the extent required of you by a written contract, executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of operations contemplated by such contract. This waiver on!y applies to the person or organization designated in the contract Q. Employee Hired Autos -Physical Damage Paragraph b. of the Other Insurance Condition in the Business Auto Coveray~ i-orm and Paragraph f. of the Other Insurance -Primary and Excess Insurance Provisions Condition in the lv'btor Carrier Coverage Form are replaced by the following: For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos" you own: Includes copyrighted material of Insurance Services Office, Inc., with its permission. U-CA-424-E CW (04-11) Page 4 of 5 (1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered "auto" hired or rented under a written contract or written agreement entered into by an "employee" or elected or appointed official with your permission while being operated within the course and scope of that "employee's" employment by you or that elected or appointed official's duties as respect their obligations to you. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". R. Unintentional Failure to Disclose Hazards The following is added to the Concealment, Msrepresentation Or Fraud Condition: However, we will not deny coverage under this coverage form if you unintentionally: (1) Fail to disclose any hazards existing at the inception date of this coverage form; or (2) 1\/lake an error, omission, improper description of "autos" or other misstatement of information. You must notify us as soon as possible after the discovery of any hazards or any other information that was not provided to us prior to the acceptance of this policy. S. Hired Auto -World Wide Coverage Paragraph (S)(a) of the Policy Period, Coverage Territory Condition is replaced by the following: (a) A covered "auto" is leased, hired, rented or borrowed for a period of 60 days or less; and T. Bodily Injury Redefined The definition of "bodily injury" in the Definitions Section is replaced by the following: "Bodily injury" means bodily injury, sickness or disease, sustained by a person including death or mental anguish, resulting from any of these at any time. Mental anguish means any type of mental or emotional illness or disease. All other terms and conditions of this policy remain unchanged. Includes copyrighted material of Insurance Services Office, Inc., with its permission. U-CA-424-E CW (04-11) Page 5 of 5 AMENDMENT NO.2 TO EXTEND AND AMEND AGREEMENT FOR GENERATOR MAINTENANCE SERVICES FOR SEWER LIFT STATIONS HAWTHORNE MACHINERY CORPORATION UTIL1171 r. This Amendment No. 2 is entered into and effective as of the L ~ ak day of ~~V\.-.>~ ~ , 20 \"'1--, extending and amending the agreement dated January 30, 201 , (the "Agreement") by and between the C1ty of Carlsbad, a mun1c1pal corporation, ("City"), and Hawthorne Machinery Co., a California corporation, ("Contractor") (collectively, the "Parties") for sewer lift station generator maintenance services. RECITALS A. On January 19, 2016, the Parties executed Amendment No. 1 to the Agreement to provide sewer lift station generator maintenance services; and B. The Parties desire to alter the Agreement's scope of work to extend and fund the Agreement for a period of one (1) year. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. That the Agreement, as may have been amended from time to time, is hereby extended for a period of one (1) year ending on January 30, 2018, on a time and materials basis not-to-exceed twenty thousand dollars ($20,000). 2. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. Ill Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 1/30/13 UTIL1171 4. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR HAWTHORNE MACHINERY CO., a California corporation (sign here) Kirk Fowkes, Vice President (print name/title) By:(3~u~ (sign here) Brian Verhoeven, VP/CFO (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California ublic Works Director If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY~ Deputy City Attorney City Attorney Approved Version 1/30/13 2 UTIL1171 AGREEMENT FOR GENERATOR MAINTENANCE SERVICES FOR SEWER LIFT STATIONS HAWTHORNE MACHINERY CORPORATION THIS AGREEMENT is made and entered into as of the day of '0//0/^y 2015, by and between the CITY OF CARLSBAD, a municipal brporation, ("i2fty"), and HAWTHORNE MACHINERY CORPORATION, a California corporation, "Contractor"). RECITALS A. City requires the professional services of a generator maintenance contractor that Is experienced in providing routine, recurring and usual sewer lift station generator maintenance services necessary for the protection and preservation of the city owned and maintained generator systems for their intended purposes. B. Contractor has the necessary experience in providing professional services and advice related to providing routine, recurring and usual sewer lift station generator maintenance services necessary for the protection and preservation of the city owned and maintained generator systems. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work, NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein. City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is Incorporated by this reference In accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one (1) year from the date first above written. The City Manager may amend the Agreement to extend it for four (4) additional one year periods or parts thereof in an amount not to exceed twenty thousand dollars ($20,000) per Agreement year. Extensions will be based upon a satisfactory review of Contractor's performance. City needs, and appropriation of funds by the City Council, The parties will prepare a written amendment indicating the effective date and length ofthe extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the Initial Agreement term will be an amount not to exceed twenty thousand dollars ($20,000), No other compensation for the Services will be allowed except for Items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". City Attorney Approved Version 1/30/13 UTIL1171 Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 6. WAGE RATES The general prevailing rate of wages for each craft or type of worker needed to execute the Agreement shall be those as detemnined by the Director of Industrial Relations pursuant to Sections 1770, 1773 and 1773.1 ofthe Labor Code. Pursuant to Section 1773.2 ofthe Labor Code, a current copy ofthe applicable wage rates is on file in the Office ofthe City Engineer. The contractor to whom the contract is awarded shall not pay less than the said specified prevailing rates of wages to all workers employed by him or her in execution ofthe Agreement. 7. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide sen/ices under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 8. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship t)etween any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 9. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 10. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attomeys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included! as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early tennination of this Agreement. City Attorney Approved Version 1/30/13 UTIL1171 11. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance can-ier is required to have a current Best's Key Rating of not less than "A-:VH". OR with a surplus line insurer on the State of California's List of Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at least "A:X". 11.1 Coveraqes and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits ofthe insurance specified to be earned by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate. Contractor will obtain such additional Insurance coverage, as Contractor deems adequate, at Contractor's sole expense. 11.1.1 Commercial General Liabilitv Insurance. $1,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 11.1.2 Automobile Liability, (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 11.1.3 Workers' Compensation and Employer's Liabilitv. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 11.1.4 Professional Liabilitv. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion ofthe work. /jP^ I I If box is checked, Professional Liability City's Initials Contractor's Initials Insurance requirement Is waived. 11.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 11.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 11.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 11.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. City Attorney Approved Version 1/30/13 UTIL1171 11.3 Providinq Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 11.4 Failure to Maintain Coveraqe. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 11.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 12. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 13. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 14. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 15. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 16. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For Citv For Contractor Name Jesse Castaneda Name Brian Lathrem Title Utilities Supervisor Title Product Support Electric Power Department PW Utilities - Wastewater Address 16945 Camino San Bernardo City of Carisbad San Diego, CA 92127 Address 5950 El Camino Real Phone No. 858-503-6612 or 858-688-8315 Carisbad, CA 92008 Email blathrem@hawthornecat.com Phone No. 760-438-2722 x7137 City Attorney Approved Version 1/30/13 UTIL1171 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 17. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Cleric in accordance with the requirements of the City of Carisbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 18. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully infomned of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 19. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 20. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not othenwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be fonwarded to both parties Involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be fonwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action ofthe City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 21. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination. Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and ofthe percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable City Attorney Approved Version 1/30/13 UTIL1171 under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 22. COVENANTS AGAINST CONTINGENT FEES Contractor wan-ants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or othenwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 23. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part ofthe Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq.. the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false infomiation or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 24. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 25. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement or any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 26. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms ofthe Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. /// /// City Attorney Approved Version 1/30/13 UTIL1171 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and wan-ant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR HAWTHORNE MACHINERY CORPORATION, a California corporation By: CITY OF CARLSBAD, a municipal corporation of the State of California (sign here) Kirk Fowkes, Vice President City Manogor or Mayor or Division Director as authorized by the City Manager Patrick Thomas (print name/title) (sign here) Brian Verhoeven, VP/CFG (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation. Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney Assistant City Attorney City Attorney Approved Version 1/30/13 HAWTHORME Hawthorne Power Systems 16945 Camino San Bernardo San Diego, CA 92127 858.974.6874 tel. 858.503.6606 fax EXHIBIT "A' City of Carlsbad Attn: Jesse Castaneda 5950 El Cannino Real Carlsbad, CA 92008 December 11, 2014 (760) 802-8200 Quote #: BL15-776 Page#: 1 of 2 PROPOSAL DESCRIPTION Quarterly Maintenance of 10 generator sets scattered throughout Carlsbad. Generator sites are as follows: (1) Canon Lift Station: 2279 Canon Rd. Kohler: SN: 2042544 KW360 (2) Chinquapin Lift Station : 4200 Carlsbad Blvd. Olympian: SN: FABL000249 (3) Home Plant Lift Station: 2359 Carlsbad Blvd: Kohler SN: 293438 KW60 (4) Foxes Lift Station: 4155 Harrison St: Kohler SN: 380360 KW 135 (5) Sand Shell Lift Station: 613 Sand Shell: Kohler SN: 0740908 KW 20 (6) Tamarack Lift Station: 3086 Tamarack: Kohler SN: 44138237 KW 80 (7) Poinsettia Lift Station: 2425 Poinsettia : CATSN: 8DR00988 KW 300 (8) Batiquitos Lift Station: 7382 Gabbiano Ln: Olympian 5YF02862 KW150 (9) Knotts Lift Station: Carlsbad: Generac SN: 2045067. KW20 (10) El Fuerte Lift Station: Cummins SN: F060992956 Pricing for all units is a follows: Quarterly Service: $ 6,120.00 Service Type 1 &3/lncludes visual inspection of ATS Annual Oil Change: $5,200.00 Service Type 2 (1 hour load bank test): $ 6,501.00 Service Type 5 Total Amount: $ 17,821.00/ Includes tax, misc fees. Service types have been attached for your review. Customers of Hawthorne Power Systems are entitled to 20% off single shift rates from our rental department if repair is being performed by Hawthorne Power Systems Service Department. (Rentals are based on availability) HAwrmmNE CAT Hawthorne Power Systems 16945 Camino San Bernardo SanDiego, CA92127 858.974.6874 tel. 858.503.6606 fax EXHIBIT "A" Page#: 2 of 2 TERMS AND CONDITiONS Pricing: Prices shown are firm for acceptance and are valid through December 31'\ 2014 Taxes/Etc: Prices quoted include freight charges, miscellaneous hardware fees, environmental fees, sales and excise taxes. Warranty: Standard Hawthorne Power Systems (HPS) warranty for product support services will apply to quoted scope of work. Hawthorne Power Systems City of Carisbad Public Works Brian Lathrem Product Support Representative (858) 503-6612 P.O. #: SERVICE TYPE -1 Visual and Operational Inspection It Is recommended that services included in this program be performed every 250 hours of operation or 3 months time, whichever comes first. This Service Program provides the foiiowing: 1. Check belt drive adjustment and alignment. 2. Check engine supports and connections. 3. Check batteries for proper fluid level and charge. 4. Check battery charger for proper operation. 5. Check engine gauges for proper operation and readings. 6. Check electrical connections and wiring. 7. Check generator voltage and frequency output. 8. Check engine governor controls and response. 9. Check for abnormal vibration or noises. 10. Take lube oil sample for analyzing by the atomic absorption spectrophotometry method. 11. Check air cleaner element and manifolds. 12. Check for oil, fuel or water leaks. A written report of deficiencies noted during the inspection, and the results of the oil sample test will be provided, along with the recommendations when appropriate. Based on this information, customer may authorize work to be done on a "Time and Material" basis, at the then current applicable Hawthorne Power Systems Field Service Rates and all work will be performed per the policies and conditions stated on the enclosed Standard Hawthorne Power Systems Warranty. EXHIBIT "A' uiixminBiue I una www.hawttiornecat.eom HAwmfORME in-ii 800-872-4228 858-974-6874 Hawthorne Powtr Systems SERVICE TYPE II EXHIBIT "A* LUBRICATION AND MAINTENANCE SERVICE It is recommended that services provided by this program be per- formed every 250 hours or every 12 months, whichever occurs first. This Service Program provides the following: 1. Start engine and check lubricating oil level and pressure, coolant level, condition, and temperature. 2. Take lube oil sample for laboratory analysis. 3. Take fuel sample for laboratory analysis. 4. Take coolant sample for laboratory analysis. 5. Change engine lubricating oil and oil filters. 6. Change engine fuel filter. 7. Clean engine primary fuel filter. 8. Change air cleaner element. 9. Start unit and check for leaks. 10. Lubricate fan drive pullers A written report of deficiencies noted during the inspection, and the results of the oil, fuel and coolant sample tests will be provided, along with the recommendations when appropriate. All services are conducted during normal technician hours of 7:30 am to 4:00 pm. Hawthorne Power Systems offers rental generator sets for an additional fee, and are subject to availability. If the need arises, evening or weekend hours will have supplemental charges, and will need to be approved by Hawthorne Power Systems Service Division. Based on this information, customer may authorize work to be done on a "Time and Material" basis, at the then current applicable Hawthorne Power Systems Field Service Rates and all work will be performed per the policies and conditions stated on the enclosed Standard Hawthorne Power Systems Warranty. www.hawthornecat.com HAWTHORNE U^^U 800-872-4228 858-974-6874 Hawthorne Power Systems SERVICE TYPE EXHIBIT "A' GENERATOR SET REUABILITYTEST it is recommended that services included in this program be per- formed at quarterly intervals every 3 months. These services are designed to test the availability of an generator set in case of com- merciai power failure. This Service Program provides the following: 1. Record lube oil level. 2. Record coolant level. 3. Record fuel level. 4. Simulate commercial power failure. 5. Record start time. 6. Record engine and Generator gauge readings. 7. Check for unusual noise or vibration. 8. Check circuit breaker or transfer switch operation. 9. Record total run time. A written report of deficiencies noted during the inspection will be provided, along with the recommendations when appropriate. Based on this information, Owner may authorize work to be done on a "Time and Material" basis, at the then current applicable Hawthorne Power Systems Field Service Rates and all work will be performed per the policies and conditions stated on the enclosed Standard Hawthorne Power Systems Warranty. www.hawthornecat.com HAWTHmNE 800-872-4228 858-974-6874 Hawthorne Power Systems SERVICE TYPE V EXHIBIT "A" GENERATOR SET LOAD TEST It is recommended that this service be performed every 12 months. A written report of deficiencies noted during the inspection along with the recommendations when appropriate, will be provided. This test will include a simulated power failure with specified load requirements provided with a load bank. The elapsed time from start to assuming load will be recorded, plus voltage fluctuation and governor response; all operating gauges will be read and recorded; a written report will be provided, indicating results of the test. This test is considered to be the most efficient and practical means of determining if a generator set is ready and capable of performing to manufacturers specifications. A load test, such as this, is recom- mended for proper break-in of an engine where sufficient load does not exist at the site. All services are conducted during normal technician hours of 7:30 am to 4:00 pm. Hawthorne Power Systems offers rental generator sets for an additional fee, and are subject to availability. If the need arises, evening or weekend hours will have supplemental charges, and will need to be approved by Hawthorne Power Systems Service Division. Based on this information, customer may authorize work to be done on a "time and Material" basis, at the then current applicable Hawthorne Power Systems Field Service Rates and ali work will be performed per the policies and conditions stated on the enclosed Standard Hawthorne Power Systems Warranty. .., „ _ www.hawthornecat.com HAMrmmNE 800-872-4228 858-974-6874 Hawthorne Power Systems Donna Heraty From: Donna Heraty Sent: Wednesday, February 04, 2015 3:51 PIVI To: 'blathrem@hawthornecat.com' Cc: Shelley Collins; Sherry Freisinger; Rhonda Gasper-Heather Subject: Form 700 - Conflict of Interest Dear Consultant: Regarding your agreement with the City of Carlsbad for Generator Maintenance Services for Sewer Lift Stations, UTIL1171 - // your agreement states: Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carisbad Conflict of Interest Code. The Contractor shall report investments or interest in ail four categories. It has been determined by the City Clerk's Office that you are not required to file a Conflict of Interest Statement as mentioned in your agreement with the City of Carlsbad. A copy of this email will be added to your file memorializing this decision. Should you have any questions, please do not hesitate to contact me. Kindest regards, Ccityof Carlsbad Shelley Collins, CMC Assistant City Clerk City Clerk's Office City of Carlsbad 1200 Carlsbad Village Drive Carlsbad, CA 92008-1949 www.ca risbadca .gov 760-434-2917 I Shellev.CoHins(a)carlsbadca.gov Facebook | Twitter | You Tube | Flickr | Pinterest | Enews