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HomeMy WebLinkAboutWestern States Converters & Transmissions, Inc. - 2023-03-01 AMENDMENT NO. 1 TO SERVICE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND WESTERN STATES CONVERTERS & TRANSMISSIONS, INC. FOR TRANSMISSION REPAIR& MAINTENANCE SERVICES OF COMPREHENSIVE HEAVY VEHICLES THIS AMENDMENT is made and entered into by and between the CITY OF HUNTINGTON BEACH, a California municipal corporation, hereinafter referred to as "City," and WESTERN STATES CONVERTERS & TRANSMISSIONS, INC., hereinafter referred to as"Contractor." WHEREAS, City and Contractor are parties to that certain agreement, dated March 1, 2023, entitled"Service Agreement Between the City of Huntington Beach and Western States Converters & Transmissions, Inc. for Transmission Repair& Maintenance Services of Comprehensive Heavy Vehicles"which agreement shall hereinafter be referred to as the"Original Agreement"; and City and Contractor wish to amend the Original Agreement to extend the term, NOW, THEREFORE, it is agreed by City and Contractor as follows: 1. TERM The term of the Agreement is extended for two additional years until February 29, 2028. 2. REAFFIRMATION Except as specifically modified herein, all other terms and conditions for the Original Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers on Oiw-r/ln, Cj fi" , 2026. 26-17614/401866 1 WESTERN STATES CONVERTERS & CITY OF HUNTINGTON BEACH, a TRANSMISSIONS, INC. municipal corporation of the State of California By: �'V/ print name May r ITS: (circle one)Chairman/PresidentNice President Cei.A-rkr- AND City Clerk By: INITIATED AND APPROVED: print name ITS: (circle one) Secretary/Chief Financial Director of Public Works Officer/Asst. Secretary-Treasurer APPROVED AS TO FORM: rt)Pr;t•' City Attorney COUNTERPART 26-17614/401866 2 WESTERN STATES CONVERTERS & CITY OF HUNTINGTON BEACH, a TRANSMISSIO , INC. municipal corporation of the State of California By: 'J Sooty. GI cwww,0%4 print name Mayor ITS: (c' c one)Chairman/President/Vice President A ) City Clerk By: INITIATED AND APPR VED: print name ITS: (circle one)Secretary/Chief Financial Director o Public Works Officer/Asst.Secretary-Treasurer APPROVED AS TO FORM: City Attorney COUNTERPART 26-17614/401866 2 .,( �IYYYY) AC�17 CERTIFICATE OF LIABILITY INSURANCE DATE(f.1M 04/07/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Molly Pierson NAME: Hawley Insurance;PIAAffliate -A ,No,Exp: (714)528-9600 FAX AX No): (714)528-6900 2729 Saturn Street Ste B E-MAIL su rt hawle insuranceservices.com ADDRESS: ppo y INSURER(S)AFFORDING COVERAGE NAIC Brea CA 92821 INSURER A: Accelerant National Insurance Company 10220 INSURED INSURER B: Insurance Company of the West 27847 Western States Converters and Transmissions,Inc.,DBA Western INSURER C States Converters and Transmissions INSURER D: 224 Jason Court INSURER E: Corona CA 92879 INSURER F: COVERAGES CERTIFICATE NUMBER: CL254707552 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 SUER POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD YND (MMtDD/YYYY) (MMrDO/YYYY) X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S 1,000,000 DAMAGE TO RENTED 500,000 CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) S MED EXP(Any one person) S 5,000 A Y N0046PK002110-00 04/11/2025 04/11/2026 PERSONAL BADVINJURY S 1,000,000 GENL AGGREGATE LIMIT APPLIES PER. GENERAL AGGREGATE $ 2,000,000 X POUCY JECT PRO LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER EPLI S 5250,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) ANY AUTO BODILY INJURY(Per person) $ A OWNED AUTOS ONLY AUTO X SCHEDULED Y NO046PK002110-00 04/11/2025 04/11/2026 BODILY INJURY(Per accdent) $ S HIRED NON-OWNEDPROPERTY DAMAGE X $ AUTOS ONLY X AUTOS ONLY (Per accident) X UMBRELLA LIAB X OCCUR EACH OCCURRENCE S 3,000,000 A EXCESS LIAB CLAIMS-MADE AGGREGATE 04/11/2025 04/11/2026 AGGREGATE $ 3,000,000 DED X RETENTION S 10,000 WORKERS COMPENSATION X STATUTE EERH AND EMPLOYERS'LIABILITY Y f N 1,000,000 B ANY PROPRIETOR/PARTNER/EXECUTIVE sr NIA WPL 5045993 07 01/17/2026 01/17/2027 EL EACH ACCIDENT S OFFICER/MEMBER EXCLUDED? t,000,000 (Mandatory in NH) E.L DISEASE-EA EMPLOYEE $ If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L DISEASE-POLICY LIMIT S Direct Primary $2,500,000 Garagekeepers A Cyber Liability Y N0046PK002110-00 04/11/2025 04/11/2026 550,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) 10 day notice of cancellation provided for non-payment of premium;30 day notice provided for all others. APPROVED AS TO F R City of Huntington Beach,its officers,elected or appointed officials,employees,agents and volunteers are listed as additional insureds.Primary and non-contributory wording applies. IZ MICHAEL J.VIGLIOTTA CITY ATTORNEY r( ', HUNTINGTON BEACH CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Huntington Beach ACCORDANCE WITH THE POLICY PROVISIONS. 2000 Main St. AUTHORIZED REPRESENTATIVE Huntington Beach CA 92648 /0 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD APPENDIX B POLICY NUMBER . N00.16PK00/110-00 COMMERCIAL GENERAL LIABILITY CG20101001 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 Person or Organization; II City of Hunitngtorlt3ea h,1t11 off r .' •'!.'< r.'d'? y.c;!r:{r.,i _.., ials�claweryr;u:., agents anti voturitctrs (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) A. Section II —Who Is An Insured is amended to (1) All work, including materials, parts or include as an insured the person or organization equipment furnished in connection with shown in the Schedule, but only with respect to such work, on the project (other than liability arising out of your ongoing operations service, maintenance or repeirs) to be performed for that insured. performed by or on behalf of the addi- B. With respect to the insurance afforded to these liana) insured(s) al the site of the cov additional insureds, the following exclusion is ered operations has been completed; added: or 2. Exclusions (2) f hat portion of"your work"out of which the injury or damage arises has been This insurance does not apply to "bodily in- put to its intended use by any person or jury"or"property damage"occurring after: organization other than another con- tractor or subcontractor engaged in performing operations for a principal as a part of the same project CG 20 10 10 01 ©ISO Properties, Inc., 2000 Page 1 of 1 ❑ POLICY NUMBER: N0046PK0021 10-00 COMMERCIAL GENERAL LIABILITY CG 20 37 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location And Description Of Completed Operations City of Huntington Beach, its officers, elected 224 Jason Ct, Corona CA 92879 or appointed officials, employees, agent and volunteers 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 B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following is added to organization(s) shown in the Schedule, but only Section III—Limits Of Insurance: with respect to liability for "bodily injury" or If coverage provided to the additional insured is "property damage"caused, in whole or in part, by required by a contract or agreement, the most we "your work" at the location designated and will pay on behalf of the additional insured is the described in the Schedule of this endorsement amount of insurance: performed for that additional insured and included in the "products-completed operations 1. Required by the contract or agreement; or hazard". 2. Available under the applicable Limits of However: Insurance shown in the Declarations; 1. The insurance afforded to such additional whichever is less. insured only applies to the extent permitted This endorsement shall not increase the applicable by law; and Limits of Insurance shown in the Declarations. 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. CG 20 37 04 13 ©Insurance Services Office, Inc., 2012 Page 1 of 1 Western States Converters and Transmissions, Inc. N0046PK002110-00 4/11/2025-4/11/2026 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SPARK U/W VEHICLE SPECIALTY MARKET GENERAL LIABILITY ENDORSEMENT This Endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM EMPLOYEE BENEFITS LIABILITY COVERAGE This endorsement amends coverage. The following schedule of coverage amendments is a general coverage description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this endorsement along with your entire policy carefully to determine the extent of coverage afforded. SCHEDULE PART I: CHANGES TO COMMERCIAL GENERAL LIABILITY COVERAGE FORM Description of Coverage Amendment Blanket Additional Insured Included Lessor of Leased Equipment Owners, Managers,or Lessors of Premises Grantor of Franchise State or Governmental Agency or Subdivision or Political Subdivision—Permits or Authorizations Mortgagee,Assignee or Receiver Written Contract or Agreement Who is an Insured—Expanded Definition Included Entities Named on the Declarations Good Samaritan Services Newly Acquired Entities—120 Days Persons Using Watercraft Primary and Non-Contributory Included Other Insurance Condition Amendment Included Knowledge or Notice of an Occurrence Included Unintentional Failure to Disclose Included Blanket Waiver of Subrogation Included Operation of Customer Autos Redefined and Added Included Damage to Premises Rented to You—Specified Perils $500,000 Bodily Injury Redefined Amended Property Damage Redefined Amended MN CGL 46007 05 22 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Page 1 of 8 Coverage Amendment(Continued) Amendment Broadened Contractual Liability Amended Leased Worker Redefined Amended Mobile Equipment Redefined Amended Temporary Worker Redefined Amended Damage To Your Product Amended Damage To Your Work Amended Expected or Intended Injury Amended PART II:CHANGES TO EMPLOYEE BENEFITS LIABILITY COVERAGE Description of Coverage Amendment ERISA Added Amended PART I: CHANGES TO COMMERCIAL GENERAL LIABILITY COVERAGE FORM A. BLANKET ADDITIONAL INSURED Section II -Who Is An Insured is amended to include the following as additional insureds: 1. Lessor of Leased Equipment • Any person or organization that is an equipment lessor is an insured, but only with respect to liability for"bodily injury", "property damage","personal and advertising injury"caused, in whole or in part, by your acts or omissions in the maintenance,operation or use by you of equipment leased to you by such equipment lessor. The insurance provided to such equipment lessor does not apply to any"bodily injury°or'property damage" caused by an"occurrence"that takes place, or"personal and advertising injury"caused by an offense that is committed after the equipment lease expires. 2.Owners,Managers,or Lessors of Premises Any person or organization that is a premises owner, manager or lessor is an insured, but only with respect to liability arising out of the ownership, maintenance or use of that part of any premises leased to you. The insurance provided to such premises owner, manager or lessor does not apply to: a) Any°bodily injury°or"property damage"caused by an'occurrence"that takes place, or"personal and advertising injury"caused by an offense that is committed, prior to or after you cease to be a tenant inthat premises; b) Structural alterations, new construction or demolition operations performed by or on behalf of suchpremises owner, manager or lessor; or c) Any premises that is excluded under this Coverage Part. 3.Grantor of Franchise Any person(s)or organization(s)from which a franchise is granted to you. Such person(s)or organization(s)are insureds only with respect to their liability arising out of the franchise granted to you by such person(s)or organization(s).A person's or organization's status as an insured under this endorsement ends when the franchise agreement with you ends. 4.State or Governmental Agency or Subdivision or Political Subdivision—Permits or Authorizations Any state or governmental agency or subdivision or political subdivision but only with respect to: a) Operations performed by you or on your behalf for which the state or governmental agency orsubdivision or political subdivision has issued a permit or authorization to you;or b) The following hazards for which the state or governmental agency or subdivision or political subdivision has issued a permit or authorization in connection with premises you own, rent or control and to which this insurance applies: MN CGL 46007 05 22 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 2 of 8 (1) The existence, maintenance, repair,construction, erection or removal of advertising signs, awnings, canopies,cellar entrances, coal holes,driveways, manholes, marquees, hoist awayopenings, sidewalk vaults, street banners or decorations and similar exposures; (2) The construction, erection or removal of elevators;or (3) The ownership, maintenance or use of any elevators covered by this insurance. 5.Mortgagee,Assignee or Receiver Any mortgagee, assignee or receiver but only with respect to their liability as mortgagee,assignee, or receiver and arising out of the ownership, maintenance or use of a premises by you. This insurance does not apply to structural alterations, new constructions or demolition operationsperformed by or for such additional insured. 6.Written Contract or Agreement Any person or organization that is not otherwise an insured under this Coverage Part and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for"bodily injury"or"property damage"that is caused, in whole or in part, by your acts or omissions in performance of your ongoing operations to which that contractor agreement applies or the acts or omissions of any person or organization performing such operations on your behalf. The insurance afforded to the additional insureds in A.1.through A.6.above applies: a. Only if the"bodily injury,""property damage"occurs, or"personal and advertising injury"offense is committed: (1) During the policy period; (2) Subsequent to the execution of the written contract or written agreement that requires suchinsurance be provided to the additional insured;and (3) Prior to the expiration of the period of time that the written contract or written agreement requires such insurance be provided to the additional insured. b. Only to the extent permitted by law and wilt not be broader than that which you are required by thecontract or agreement to provide for such additional insured. c. The most we will pay on behalf of the additional insured is the lesser of: (1) The limits of insurance specified in the written contract or agreement;or (2) The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not inaddition to the Limits of Insurance shown in the Declarations and described in this section. d. If we cover a claim or"suit"under this Coverage Part that may be covered by other insurance available to the additional insured, such additional insured must submit such claim or"suit"to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed, prior to the loss or offense, in a written contract or written agreement that this insurance is primary andnon-contributory with the additional insured's own insurance. B. WHO IS AN INSURED-EXPANDED DEFINITION Section II -Who Is An Insured is amended as follows: 1. Entities Named on the Declarations Section II -Who Is An Insured is amended to include any person or organization named in theDeclarations. 2. Good Samaritan Services Paragraph 2.a.(1)(d)does not apply to the rendering,without charge,of"Good Samaritan services".This applies only if such"Good Samaritan services"is outside of the scope of duties performed for you. As used in this endorsement, "Good Samaritan services"means any emergency medical services or first aid for which no compensation is demanded or received. MN COL 46007 05 22 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 3 of 8 3. Newly Acquired Entities - 120 Days Paragraph 3. is deleted and replaced by the following: Any organization you newly acquire or form, other than a partnership,joint venture or limited liability company, and over which you maintain ownership or majority interest, will qualify as a Named Insured ifthere is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 120th day after you acquire or form the organization or the end of the policy period,whichever is earlier, if you do not report such organization in writing to us within such time period; b. Coverage A does not apply to"bodily injury"or"property damage"that occurred before you acquired or formed the organization; and c. Coverage B does not apply to"personal and advertising injury"arising out of an offense committedbefore you acquired or formed the organization. d. No person or organization is an insured with respect to the conduct of any current or past partnership,joint venture or limited liability company that is not shown as a Named Insured in the Declarations. e. Coverage under this provision does not apply to any person or organization for which coverage is excluded by endorsement. 4. Persons Using Watercraft Section II -Who Is An Insured is amended to include any person who, with your expressed or implied consent, either uses or is responsible for the use of a watercraft that is covered by this policy. However, noperson or organization is an insured with respect to: a. "Bodily injury"to a co-employee"of the person operating the watercraft; or b. "Property damage"to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. C. PRIMARY AND NON-CONTRIBUTORY The following is added to paragraph 4.Other Insurance, a. of Section IV-Commercial General Liability Conditions: However, if you are obligated pursuant to a written contract or written agreement to provide a person or organization that is included in the Who Is An Insured Section of this insurance with primary insurance such as is afforded by this policy, then this insurance is primary and we will not seek contribution from insurance available to such person or organization, provided that: 1. The additional insured is a Named Insured under such other insurance; and 2. The written contract or written agreement is executed prior to when the"bodily injury,""property damage" occurs, or"personal and advertising injury" occurrence is committed. Other insurance includes any type of self-insurance or other mechanism by which an insured arranges for funding of its legal liabilities. D. OTHER INSURANCE CONDITION AMENDMENT 1. Paragraph 4. Other Insurance, b. Excess Insurance (1) in Section IV - Commercial General Liability Conditions is deleted and replaced by the following: b. Excess Insurance (1)This insurance is excess over: (a) Any of the other insurance,whether primary, excess, contingent or on any other basis: (i) That is property insurance, Builders Risk, Installation Risk or similar coverage for"your work"; (ii) That is property insurance purchased by you, including any deductible or self- insuranceportion thereof) to cover premises rented to you or temporarily occupied by you with permission of the owner; MN CGL 46007 05 22 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 8 (iii)That is insurance purchased by you (including any deductible or self-insurance portion thereof)to cover your liability as a tenant for"property damage"to premises rented to youor temporarily occupied by you with permission of the owner; (iv) If the loss arises out of the maintenance or use of aircraft, "autos"or watercraft to the extent not subject to Paragraph 2. Exclusions, g. of Section I—Coverages,Coverage A-Bodily Injury and Property Damage Liability; (v)That is property insurance(including any deductible or self-insurance portion thereof) purchased by you to cover damage to: • Equipment you borrow from others;or • Property loaned to you or personal property in the care,custody or control of the insured arising out of the use of an elevator at premises you own, rent or occupy. (b) Any other primary insurance(including any deductible or self-insurance portion thereof)available to the insured covering liability for damages arising out of the premises, operations, products,work or services for which the insured has been granted additional insured status either by policy provision or attachment of any endorsement. Other primary insurance includesany type of self-insurance or other mechanism by which an insured arranges for funding of its legal liabilities. (c) Any 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", 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 written contract or agreement to provide coverage to the additional insured on a primary and non-contributory basis. 2. Two or More Coverage Forms or Policies Issued By Us Notwithstanding the Other Insurance provision of Section IV-Commercial General Liability Conditions, if this policy and any other coverage form or policy issued to you by us apply to the same occurrence, offense,or accident,the maximum Limit of Insurance under all such coverage forms or policies shall not exceed the highest applicable Limit of Insurance under any one coverage form or policy. Furthermore, in no event will coverage be provided during the policy period after(1)the applicable aggregate Limit of Insurance under any one coverage form or policy has been exhausted,or(2)the applicable aggregate Limit of Insurance under any one coverage form or policy would have been exhausted had all covered claims been submitted under that one coverage form or policy rather than under two or more coverages forms or policies. This condition does not apply to any coverage form or policy issued by us specifically to act as excessinsurance over this policy. E. KNOWLEDGE OR NOTICE OF AN OCCURRENCE Section IV-Commercial General Liability Conditions is amended as follows: 1. With respect to Paragraph 2. Duties In The Event Of Occurrence,Offense,Claim Or Suit,such requirements apply when an"occurrence"becomes known to: a. You, if you are an individual; b. Any individual who is: (1) A partner, if you are a partnership; (2) An executive officer of the corporation, manager, or supervisor, if you are a corporation; (3) A manager, if you are a limited liability company; or c. Any person who is responsible for managing insurance or reporting claims. MN CGL 46007 05 22 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Page 5 of 8 2. Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim or Suit is amended to include the following: If you report an"occurrence"or an offense to your workers compensation insurer which later becomes aclaim under this Coverage Part,failure to report such"occurrence"or offense to us at the time of the"occurrence"or offense will not be considered a violation of this Condition, if you notify us as soon as practicable after becoming aware that the"occurrence"or offense has become a liability claim. F. UNINTENTIONAL FAILURE TO DISCLOSE The following is added to Paragraph 6.Representations of Section IV-Commercial General Liability Conditions: The unintentional omission of,or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance, provided you disclose such errors or omissions as soon as practicable after they come to your knowledge. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or non renewal in accordance withapplicable insurance laws or regulations. G. BLANKET WAIVER OF SUBROGATION The following is added to Paragraph 8.Transfer Of Rights Of Recovery Against Others To Us of Section IV- Commercial General Liability Conditions: If the insured waives its right to recover payments for injury or damage from another person or organization in awritten contract or written agreement executed prior to a loss,we will waive any right of recovery we may have against any such person or organization because of any payments we have made under this Coverage Part. The written contract or written agreement with that person or organization that waives the insured's right to recover such payments will be considered executed on the earlier of the date the insured's performance of suchcontract begins or the date such contract is signed.This waiver shall not be construed to be a waiver with respect to any other operations in which the insured has no contractual interest. H. OPERATION OF CUSTOMERS AUTOS 1. Exclusion g.of Paragraph 2. Exclusions of Coverage A—Bodily Injury And Property Damage Liability . (Section I—Coverages)does not apply to any"customer's auto"while used in your auto aftermarket business operations. 2. The following definition is added to Section V- Definitions: "Customer's auto"means a land motor vehicle, autonomous vehicles,watercraft, "trailer"or semitrailer lawfully within your possession for service, repair,storage or safekeeping,with or without the vehicle orwatercraft owner's knowledge or consent, including parts attached and labor performed by you.A"customer's auto"also includes any such vehicle or watercraft left in your care by your"employees"and members of their households who pay for services performed. I. DAMAGE TO PREMISES RENTED TO YOU - SPECIFIED PERILS 1. If damage by fire to premises rented to you is not otherwise excluded from this Coverage Form,the word"fire"is changed to"specified perils"where it appears in: a. The Limits Of Insurance section of the Declarations; b.The last paragraph of Section I -Coverages, Coverage A -Bodily Injury and Property Damage Liability; and 2. Paragraph 6.of Section III -Limits Of Insurance is deleted and replaced by the following: Subject to 5. above,the greater of: a. $500,000; or b.The Damage to Premises Rented to You Limit shown in the Declarations; is the most we will pay under Coverage A for damages because of"property damage"to any one premises, while rented to you,or in the case of damage by fire, lightning, explosion, smoke or leakage from fire protective systems,while rented to you or temporarily occupied by you with the permission of the owner. MN CGL 46007 05 22 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 6 of 8 • J. BODILY INJURY REDEFINED Paragraph 3.of Section V-Definitions is deleted and replaced by the following: 3. "Bodily injury"means bodily injury, sickness or disease sustained by a person, including mental anguish, mental injury, humiliation, shock,fright, or death resulting from any of these at any time. K. PROPERTY DAMAGE REDEFINED Paragraph 17.of Section V-Definitions is amended to include the following: However,tangible property does not include money, accounts, bills, deeds,food stamps, currency,coin, bank notes, Federal Reserve notes, money orders,travelers checks, instruments or contracts that represent money or an interest in property, including but not limited to certified and uncertified securities, negotiable instruments, certificates of deposit, drafts, checks,acceptances,evidence of debt, security agreements,withdrawal orders, certificates of origin or title, letters of credit,warrants, script, manuscripts, contracts, bills of lading, insurance policies, abstracts of title, deeds, and mortgages on real estate, revenue and other stamps,tokens, unsold lottery tickets, books of account and other records,gems,jewelry, precious metals in bars or ingots, and all other property of a similar nature. L. BROADENED CONTRACTUAL LIABILITY Paragraphs 9.c.and 9.f.of Section V-Definitions are deleted and replaced by the following: c. Any easement or license agreement; f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for"bodily injury", "property damage", or"personal and advertising injury" arising out of the offenses of false arrest, detention or imprisonment, to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. does not include that part of any contract or agreement: (1) That indemnifies an architect,engineer or surveyor for injury or damage arising out of: (a) Preparing,approving,or failing to prepare or approve, maps, shop drawings,opinions, reports,surveys, field orders, change orders or drawings an specifications;or (b) Giving directions or instructions,or failing to give them, if that is the primary cause of the injury ordamage; or (2) Under which the insured, if an architect, engineer or surveyor,assume liability for an injury or damagearising out of the insured's rendering or failure to render professional services, including those listed in Paragraph(1) above and supervisory, inspection, architectural or engineering activities. M. LEASED WORKER REDEFINED Paragraph 10. of Section V-Definitions is deleted and replaced by the following: "Leased worker"means a person leased to you by a labor leasing firm, including an employment agency, contractor or service,a professional employer organization,or temporary help service,under a written contract or agreement between you and the labor leasing firm. N. MOBILE EQUIPMENT REDEFINED Paragraph 12.f. of Section V-Definitions is deleted and replaced by the following: f. Vehicles not described in paragraph a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment,exceeding a combined gross vehicle weight of 1,000 pounds,are not"mobile equipment"but will be considered"autos": (1) Equipment designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; MN CGL 46007 05 22 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Page 7 of 8 (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lowerworkers; and (3) Air compressors, pumps and generators, including spraying,welding, building cleaning, geophysical exploration, lighting and well servicing equipment. O.TEMPORARY WORKER REDEFINED Paragraph 19. of Section V-Definitions is deleted and replaced by the following: "Temporary worker"means a person who is furnished to you to support or supplement your work force during "employee"absences, temporary skill shortages, upturns or downturns in business or to meet seasonal or short-term workload conditions. "Temporary worker"does not include a`leased worker". P. Damage To Your Product Paragraph 2. Exclusions, k. Damage To Your Product of Section I—Coverages -Coverage A- Bodily Injury And Property DamageLiability is deleted. Q. Damage To Your Work Paragraph 2. Exclusions, I. Damage To Your Work of Section I—Coverages -Coverage A-Bodily Injury And Property DamageLiability is deleted. R. EXPECTED OR INTENDED INJURY Exclusion 2. Exclusions, a. Expected or Intended Injury of Section I -Coverages -Coverage A- Bodily Injury And Property Damage Liability is deleted and 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. PART I1: CHANGES TO EMPLOYEE BENEFITS LIABILITY COVERAGE Exclusion 2.g. ERISA is deleted in its entirety, and does not apply. All other terms and conditions remain unchanged. MN CGL 46007 05 22 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Page 8 of 8 SERVICE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND WESTERN STATES CONVERTERS & TRANSMISSIONS, INC. FOR TRANSMISSION REPAIR& MAINTENANCE SERVICES OF COMPREHENSIVE HEAVY VEHICLES THIS AGREEMENT ("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter called "City," and Western States Converters & Transmissions, Inc.. hereinafter referred to as "Contractor." Recitals A. The City desires to retain a Contractor having special skill and knowledge in the field of comprehensive heavy vehicle diagnosis, transmission repair and maintenance services. B. Contractor represents that Contractor is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a comparable company or firm in the field. Contractor has been selected to perform these services pursuant to Huntington Beach Municipal Code Chapter 3.02. NOW, THEREFORE, it is agreed by City and Contractor as follows: 1. Scope of Services Contractor shall provide all services as described in Exhibit "A," which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the "Project." Contractor hereby designates Tim Arnold, who shall represent it and be its sole contact and agent in all consultations with City during the performance of this Agreement. 2. City Staff Assistance City shall assign a staff coordinator to work directly with Contractor in the performance of this Agreement. 23-12472/303369 1 3. Compensation a. City agrees to pay, and Contractor agrees to accept as total payment for its services, the rates and charges identified in Exhibit"B." The total sum to be expended under this Agreement, shall not exceed Two Hundred Twenty Five Thousand Dollars ($225,000.00) during the term of this Agreement. Additional services required by other divisions and/or departments shall not count towards the Public Works Operations annual not to exceed amount. b. Payment by City shall be made within thirty(30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. c. Contractor shall be paid pursuant to the terms of Exhibit"B." 4. Term Time is o the essence of this Agreement. The services of Contractor are to commence 3 ( , or as soon as practicable after the execution of this Agreement by City(the"C encement Date") and terminate three (3) years from Commencement Date, unless terminated earlier in accordance with the provisions of this Agreement. Contract may be extended for 2 additional one-year periods if mutually agreed to in writing by both parties. The time for performance of the tasks identified in Exhibit"A" are generally to be shown in Exhibit"A." This schedule and Term may be amended to benefit the Project if mutually agreed to in writing by City and Contractor. In the event the Commencement Date precedes the Effective Date, Contractor shall be bound by all terms and conditions as provided herein. 5. Extra Work In the event City requires additional services not included in Exhibit"A" or changes in the scope of services described in Exhibit"A," Contractor will undertake such work only after receiving written authorization from City. Additional compensation for such extra work shall be allowed only if the prior written approval of City is obtained. 6. Disposition of Plans,Estimates and Other Documents Contractor agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, date or programs, maps, memoranda, letters and other documents, shall belong to City, and Contractor shall turn these materials over to City upon expiration or termination of this Agreement or upon Project completion, whichever shall occur first. These materials may be used by City as it sees fit. 23-12472/303369 2 7. Hold Harmless Contractor hereby agrees to protect, defend, indemnify and hold harmless City, its officers, elected or appointed officials, employees, agents, and volunteers from and against any and all claims, damages, losses, expenses,judgments, demands and defense costs, and consequential damage or liability of any kind or nature, however caused, including those resulting from death or injury to Contractor's employees and damage to Contractor's property, arising directly or indirectly out of the obligations or operations herein undertaken by Contractor, caused in whole or in part by any negligent act or omission of the Contractor, any subcontractors, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, including but not limited to concurrent active or passive negligence, except where caused by the active negligence, sole negligence, or willful misconduct of the City. Contractor will conduct all defense at its sole cost and expense and City shall approve selection of Contractor's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Contractor. 8. Workers Compensation Insurance Pursuant to California Labor Code Section 1861, Contractor acknowledges awareness of Section 3700 et seq. of this Code, which requires every employer to be insured against liability for workers' compensation; Contractor covenants that it will comply with such provisions prior to commencing performance of the work hereunder. Contractor shall obtain and furnish to City workers' compensation and employer's liability insurance in an amount of not less than the State statutory limits. Contractor shall require all subcontractors to provide such workers' compensation and employer's liability insurance for all of the subcontractors' employees. Contractor shall furnish to City a certificate of waiver of subrogation under the terms of the workers' compensation and employer's liability insurance and Contractor shall similarly require all subcontractors to waive subrogation. 9. General Liability Insurance In addition to the workers' compensation and employer's liability insurance and Contractor's covenant to defend, hold harmless and indemnify City, Contractor shall obtain and furnish to City, a policy of general public liability insurance, including motor vehicle coverage covering the Project/Service. This policy shall indemnify Contractor, its officers, employees and agents while acting within the scope of their duties, against any and all claims arising out of or in connection with the Project/Service, and shall provide coverage in not less than the following amount: combined single limit bodily injury and property damage, including products/completed operations liability and blanket contractual liability, of One Million Dollars ($1,000,000) per occurrence. If 23-12472/303369 3 coverage is provided under a form which includes a designated general aggregate limit, the aggregate limit must be no less than One Million Dollars ($1,000,000) per occurrence. If coverage is provided under a form which includes a designated general aggregate limit, the aggregate limit must be no less than One Million Dollars ($1,000,000) for this Project/Service. This policy shall name City, its officers, elected or appointed officials, employees, agents, and volunteers as Additional Insureds, and shall specifically provide that any other insurance coverage which may be applicable to the Project/Service shall be deemed excess coverage and that Contractor's insurance shall be primary. Under no circumstances shall said above-mentioned insurance contain a self- insured retention, or a"deductible" or any other similar form of limitation on the required coverage. 10. Automobile Liability Insurance Contractor shall obtain and furnish to City an automotive liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for Contractor's automotive liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and a separate "Additional Insured Endorsement" page listing both the policy number and naming the "City of Huntington Beach, its officers, elected or appointed officials, employees, agents and volunteers" as additional insured on the endorsement. The above-mentioned insurance shall not contain a self-insured retention, "deductible" or any similar form of limitation on the required coverage except with the express written consent of City. 11. Certificate of Insurance Prior to commencing performance of the work hereunder, Contractor shall furnish to City a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall: a. provide the name and policy number of each carrier and policy; b. state that the policy is currently in force; and c. promise that such policy shall not be suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice; however, ten (10) days' prior written notice in the event of cancellation for nonpayment of premium. Contractor shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by City. This requirement for carrying the foregoing insurance coverage shall not derogate from Contractor's defense, hold harmless and indemnification obligations as set forth in this Agreement. City or its representative shall at all times have the right to demand the 23-12472/303369 4 original or a copy of the policy of insurance. Contractor shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. 12. Independent Contractor Contractor is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of City. Contractor shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for Contractor and its officers, agents and employees and all business licenses, if any, in connection with the Project and/or the services to be performed hereunder. 13. Conflict of Interest Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 14. Termination This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Director may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 15. Exclusivity and Amendment This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 23-12472/303369 5 16. Assignment Inasmuch as to this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City. 17. City Employees and Officials Contractor shall employ no City official nor any regular City employee in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 18. Notices Any notices, certificates, or other communications hereunder shall be given either by personal delivery to Contractor's agent(as designated in Section 1 hereinabove) or to City as the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Service, to the addresses below. City and Contractor may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U.S. certified U.S. certified mail-return receipt requested: To: City: Contractor: City of Huntington Beach Western States Converters & Attn: Director of Public Works Transmissions, Inc. 2000 Main Street Attn: Tim Arnold Huntington Beach, CA 92648 224 Jason Court Corona, CA 92879 19. Consent When City's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transactions or event. 23-12472/303369 6 20. Modification No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 21. Section Headings The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 22. Interpretation of this Agreement The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 23. Duplicate Original The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 24. Immigration Contractor shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 23-12472/303369 7 25. Legal Services Subcontracting Prohibited Contractor and City agree that City is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. Contractor understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for City; and City shall not be liable for payment of any legal services expenses incurred by Contractor. 26. Confidentiality Contractor recognizes that in the performance of its duties under this Agreement, it must conduct its activities in a manner designed to protect information of a sensitive nature from improper use or disclosure. Contractor warrants that it will use reasonable efforts consistent with practices customary in the facilities management industry in recruiting, training and supervising employees and in otherwise performing its duties hereunder in order to achieve this result. In the furtherance of this, Contractor agrees, at the request of the City, to require its employees to execute written undertakings to comply with the foregoing confidentiality provision. 27. Discrimination Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 28. Jurisdiction—Venue This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be government and construed in accordance with the laws of the State of California. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 29. Professional Licenses Contractor shall, through the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the 23-12472/303369 8 services hereunder and required by the laws and regulations of the United States, the State of California, the City of Huntington Beach and all other governmental agencies. Contractor shall notify the City immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 30. Attorney's Fees In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the non-prevailing party. 31. Survival Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 32. Governing Law This Agreement shall be governed and construed in accordance with the laws of the State of California. 33. Signatories Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 34. Entirety (a) The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement warranty, fact or circumstance not expressly set forth in this Agreement. (b) All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 23-12472/303369 9 35. Effective Date IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by and through their authorized officers. This Agreement shall be effective on the date of its approval by the Mayor. This Agreement shall expire when terminated as provided herein. CONTRACTOR CITY OF HUNTINGTON BEACH, a WE RN STA ES CONVERTERS & municipal corporation of the State of T N MISSI S,INC. California By: I wOet..03 Mayor /77 /G/I/17,3375 Print name ITS: rcle one)Chairman/President/ •44Zl1t2,u461 Vic ' ,-sident City Clerk 3/-?',/-? By: ,1LALA6 -4. INITIATED AND APP' • ED: Print n. e ITS: (circle one)Secretary/Chief Financial ,///, Officer/Asst. Secretary-Treasurer Director of iiilic Works APPROVED A FORM: City Attorney k • ' ED • ► APPROVE II. 11116, 141/37\ 23-12472/303369 10 EXHIBIT "A" A. STATEMENT OF WORK: (Narrative of work to be performed) Comprehensive heavy vehicle diagnosis, transmission repair and maintenance services.. B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: C. CITY'S DUTIES AND RESPONSIBILITIES: D. WORK PROGRAM/PROJECT SCHEDULE: 23-12472/303369 11 EXHIBIT "B" Payment Schedule (Hourly Payment) A. Hourly Rate CONSULTANT'S fees for such services shall be based upon the following hourly rate and cost schedule: "SEE ATTACHED EXHIBIT B" B. Travel Charges for time during travel are not reimbursable. C. Billing 1. All billing shall be done monthly in fifteen (15) minute increments and matched to an appropriate breakdown of the time that was taken to perform that work and who performed it. 2. Each month's bill should include a total to date. That total should provide,at a glance, the total fees and costs incurred to date for the project. 3. A copy of memoranda, letters, reports, calculations and other documentation prepared by CONSULTANT may be required to be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. 4. CONSULTANT shall submit to CITY an invoice for each monthly payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and E) For all payments include an estimate of the percentage of work completed. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty(30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non-approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. 5. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. EXHIBIT B Various Fleet Operations-Vehicle Repair Services and Shop Equipment Repair and Maintenance Services DIAGNOSIS SERVICES Company Name: kie Skf-f S *e Date: _3 I—Z' Instructions for completing Quote/Bid Sheet: 1.Complete Quote/Bid Sheet and enter pricing for ONLY those Services your firm can provide. 2.Attach and include in your submittal only those bid sheets you are quoting. 3. Attach a current rate sheet/fee schedule and include with your submittal. 4. Fill in the company name above and the four(4)boxes below,circle$or% sign for markup. ITEM RATE Labor hourly rate $ l S-0 4 00 • Bid Sheets Vehicle Shop/Equipment Repair Maintenance RFQ 2022 Various Fleet Operations-Vehicle Repair Services and Shop Equipment Repair and Maintenance Services TRANSMISSION REPAIR SERVICES Company Name: UeI+cfA Sck4ej Date: f''3 2- Instructions for completing Quote/Bid Sheet: 1.Complete Quote/Bid Sheet and enter pricing for ONLY those services your firm can provide. 2.Attach and include in your submittal only those bid sheets you are quoting. 3. Attach a current rate sheet/fee schedule and include with your submittal. 4. Fill in the company name above and the four(4)boxes below, circle$or%sign for markup. ITEM RATE Labor hourly rate $ t S0. 0 0 Materials markup $or% 2 0'94 6 t 14 • • Bid Sheets Vehicle Shop/Equipment Repair Maintenance RFQ 2022 Various Fleet Operations-Vehicle Repair Services and Shop Equipment Repair and Maintenance Services WARRANTY INSPECTIONS AN.I) REPAIRS Company Name: W e.pf eern i eJ Date: ' 3 1'2 2 Instructions for completing Quote/Bid Sheet: 1. Complete Quote/Bid Sheet and enter pricing for ONLY those services your firm can provide. 2. Attach and include in your submittal only those bid sheets.you are quoting. 3. Attach a current rate sheet/lee schedule and include with your submittal. 4. Fill in the company name above and the four(4)boxes below,circle$or%sign for markup. ITEM RATE Labor hourly rate $ 00 Materials markup $or% 7..0% 64- (c.1 Bid Sheets Vehicle Shop/Equipment Repair Maintenance RFQ 2022 Western State Convenors*Transmissions 224 Jason Ct.,Corona CA 92879 Toll Free:666.463.3499.951.278.6393•Fax:951.279.1847 August 31,2022 City of Huntington Beach—Equipment Repair Maintenance RFQ2022 Re:Shop and Field Rates Shop Labor Rate: $ 150.00 per hour Shop Labor Overtime Rate: $270.00 per hour Diagnosis Estimate in our Shop—4 Hrs. @$150/Hr. $600,00 Field Labor Rate,4 hr. Minimum: $ 200.00 per hour Field Labor Overtime Rate: $ 300.00 per hour Est.for 3rd party tow on most models $650.00 each way (Oversized, Overweight vehicles will be quoted on an as-needed basis) Area Charge: $2.00 per mile, round trip Labor to program new TCM $ 125.00 Thank you, Tim Arnold Western States Converters&Transmissions, Inc. 224 Jason Court Corona,CA 92879 951-279-6393 TArnold( WesternStatesTransmissions.com ACCORD® CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDJYYYY) ♦irm..------ 02l18/2023 • • 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 i REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. i IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,the pollcy(les)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER CONTACT Molly Pierson NAME: Hawley Insurance;PIAAitillate PHONE E EMI: 528-9800 FAX No):No). (714)628-8900 2729 Saturn Street Ste B 8EA MMDDRILEss: support©hawleyinsuranceservices.com INSURER(S)AFFORDING COVERAGE NAIC d Brea CA 92821 INSURER A: Security National Insurance Company 19879 INSURED INSURER B: StarStone Specially Insurance 25498 Western States Converters and Transmissions,Inc. INSURER C: Insurance Company of the West 27847 224 Jason Court INSURER D: INSURER E: Corona CA 92879 INSURER F: COVERAGES CERTIFICATE NUMBER: CL224103897 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 IN Sp yvo POLICY NUMBER (MMIDOIIYYYY) IMMIUDDIYEXP YYYY) LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 � DAMAGE TO RENTED 300,000 CLAIMS-MADE n OCCUR PREMISES(Es occurrence) 'I' — MED EXP(Any one person) $ 5,000 A Y SPP1109990 08 04/11/2022 04/11/2023 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE UMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY❑PR n LOC PRODUCTS-COMP/OP AGO $ 2,000,000 OTHER: $ AUTOMOBILELIABIUTY COMBINED SINGLE LIMIT $ 1,000,000 — (Ea accident) ANYAUTO BODILY INJURY(Per person) $ — A — OWNED SCHEDULED Y SPP1109990 08 04/11/2022 04/11/2023 sop LY INJURY(Per accident) $ AUTOS ONLY AUTOS FARED X NON-OWNED PROPERTY DAMAGE $ X AUTOS ONLY !� AUTOS ONLY (Pereecldentl X GARAGE $ X GMfRRLtA LIAR OCCUR EACH OCCURRENCE $ 3,000,000 B EXCESS LIAB CLAIMS-MADE 76905E220ALI 04/11/2022 04/11/2023 AGGREGATE $ DED I RETENTION$ $ WORKERS COMPENSATION XI MUTE I ERµ AND EMPLOYERS'LIABILITY ANY PROPRIETORIPARTNEWEXECUTIVE Y!N E.L.EACH ACCIDENT $ 1,000,000 C OFFICER/MEMBEREXCLUDED? Ei N f A VVPL5045993-04 01/17/2023 01/17/2024 (Mandatory In NH) E.L.DISEASE•EA EMPLOYEE g 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE•POLICY LIMIT $ Garagekeepers A Garage Liability Y SPP1109990 08 04/11/2022 09/11/2023 $1,000 DED per auto $2,500,000 ' $1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) 10 day notice of cancellation provided for non-payment of premium;30 day notIce provided for all others. • APPRO ED AS TO FORM City of Huntington Beach,its officers,elected or appointed officals,employees,agents and volunteers are listed as additional ins ds.P Ty and non-contributory wording applies. MI AEL E.GATES CITY ATTORNEY CITY GC MI tMTINfTAN BEACH CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Huntington Beach ACCORDANCE WITH THE POLICY PROVISIONS. 2000 Main St. AUTHORIZED REPRESENTATIVE Huntington Beach CA 92648 V ' I ©1988.2016 ACORD CORPORATION. All rights reserved. ACORD 26(2016/03) The ACORD name and logo are registered marks of ACORD 1 Policy Number: SPP1109990.08 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTO SERVICE PLUS - ADDITIONAL INSURED DESIGNATED PERSON OR ORGANIZATION This endorsement modifies the insurance provided under the following: AUTO SERVICE PLUS—GARAGE COVERAGE FORM SCHEDULE NAME OF PERSON OR ORGANIZATION: City of Huntington Beach, its officers,elected or appointed officials, employees, agents and volunteers (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) SECTION II —WHO IS AN INSURED, paragraph A.1., is amended to include as an "insured" the person or organization shown in the Schedule as an "insured" but only with respect to liability arising out of your operations. CA990270 0715 Includes copyrighted material of Insurance Services Office, Inc., Page 1 of 1 with its permission. Policy Number;SPP1109990-08 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTO SERVICE PLUS - PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies the insurance provided under the following: AUTO SERVICE PLUS—GARAGE COVERAGE FORM The following is added to Other Insurance under GARAGE CONDITIONS and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an Additional Insured listed below under your policy provided that: 1. The Additional Insured is a Named Insured under such other insurance; and 2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the Additional Insured. Name of Additional Insured: City of Huntington Beach, its officers, elected or appointed officials,employees, agents and volunteers CA990311 0715 Includes copyrighted material of Insurance Services Office, Inc.with Page 1 of 1 its permission