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HomeMy WebLinkAboutFLEETWORKS, INC.INSURANCE ON FILE WORK MAY PROCEED A-2024-029-05 UNTIL INSURANCE EXPIRES 4 �oy2, d DATE APR 19 2024 US PW/I-cz) AGREEMENT WITH FLEETWORKS, INC. TO PROVIDE (_'L J,) A--T- AUTOMOTIVE, MOTORCYCLE AND TRUCK REPAIR SERVICES THIS AGREEMENT is made and entered into on this 20TH day of February, 2024 by and between Fleetworks, Inc., a California corporation ("Contractor") and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On August 29, 2023, the City issued Request for Proposal No. 23-098 seeking proposals from qualified contractors to provide automotive, motorcycle, and truck repair services for city -owned fleet vehicles to the Public Works Agency, Parks, Fleet, Facilities Division, on an as -needed basis. B. Contractor submitted a responsive proposal that was amongst one of the eleven (11) vendors selected by the City. Contractor represents that it is able and willing to provide the services described in the scope of work that was included in the RFP. 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 professional contracting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Contractor shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Exhibit A, attached hereto and incorporated by reference. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Contractor under this Agreement. Contractor shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit B. The total aggregate sum for services, provided by all eleven (11) Contractors selected under RFP 23-098, shall not exceed $2,500,000 for the entire tens of this Agreement, including any extension periods exercised by the parties, as detailed below. The annual aggregate amount, available to all the selected Contractors, shall not exceed $500,000. b. Costs for parts required to provide services maybe subject to change. Increased costs for parts shall not affect the compensation amounts detailed in Section 2.a. Increase to the compensation amount may only be increased by amendment subject to approval by Page 1 of 9 #356344vi the City Council of the City of Santa Ana. c. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and Contractor agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Contractor agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Contractor's account(s) with financial institutions. 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. 3. TERM This Agreement shall commence on the date first written above for a three (3) year term with the option for the City to grant up to two (2) one (1) year renewals, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent Contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ("Documents & Data"). Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. Page 2 of 9 #356344vl 6. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below for the duration of this Agreement: a. Minimum Scope and Limit of Insurance (1) Commercial General Liability (CGL). Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregatelimit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. (2) Garage I{eepers Legal Liability. With limits no less than $75,000 per occurrence. (3) Automobile Liability. ISO Form Number CA 00 01 covering any auto (Code 1), or if Contractor has no owned autos, hired, (Code 8) and non -owned autos (Code 9), with a limit no less than $1,000,000 per accident for bodily injury and property damage. (4) Workers' Compensation. As required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. (5) Broader Coverage. If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. b. Other Insurance Provisions (1) Additional Insured Status. The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connectionwith such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor's insurance (at least as broad as ISO Form CG 20 10 1185 or if notavailable, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 2037 if a later edition is used). Page 3 of 9 #356344v1 (2) Primary Coverage. For any claims related to this contract, the Contractor's insurance coverage shall be primary coverage at least as broad as ISO CG 20 0104 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Contractor's insurance and shall not contribute with it. (3) Notice of Cancellation. Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City. (4) Waiver of Subrogation. Contractor hereby grants to City a waiver of any right to subrogation that any insurer of said Contractor may acquire against the City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. (5) Self -Insured Retentions. Self -insured retentions must be declared to and approved by the City. The City may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self - insured retention may be satisfied by either the named insured or City. (6) Acceptability of Insurers. Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. (7) Verification of Coverage. Contractor shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage requiredby this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing allpolicy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies,including endorsements required by these specifications, at any time. (8) Subcontractors. Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. Page 4 of 9 #356344v1 (9) Special Risks or Circumstances. City reserves the right to modify these requirements, including limits, based on the nature of therisk, prior experience, insurer, coverage, or other special circumstances. 7. INDEMNIFICATION Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Contractor, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Contractor to the City pursuant to this Agreement. 9. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. Page 5 of 9 #356344v1 10. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE 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. 12. NON-DISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 13. 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 is not embodied herein. Page 6 of 9 #356344vl 14. ASSIGNMENT Inasmuch as 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. 15. 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 Executive Director may require Contractor to deliver to the City all work product(s) 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 to 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. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. JURISDICTION - VENUE 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. 18. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and Page 7 of 9 #356344vl in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: City Clerk City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Executive Director, Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, California 92702 To Contractor: Fleetworks, Inc. Attn: Rich Gautreau, President 14011 Marquardt Ave. Santa Fe Springs, CA 92701 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and Page 8 of 9 #356344vl attorney's fees, 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. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: "PROVEDum COA AS TO FORM: SONIA R. CARVALHO City Attorney Bya Br'nn Salvatierra Deputy City Attorney RECOMMENDED FOR APPROVAL: G �� Q h� Nabil Saba, P.E. Executive Director Public Works Agency CITY OF SANTA AN Alvaro Nunez Acting City Manager CONTRACTOR: Rich Gautreau President Page 9 of 9 #356344vl EXHIBIT A SCOPE OF SERVICES ram,, e ,A CITY OF SANTA ANA EXHIBIT I SCOPE OF SERVICES Contractor shall perform services as set forth below. SERVICE A. Contractors) shall provide all parts, labor, non -consumable material and equipment necessary to perform automotive repairs on both domestic and foreign vehicles as indicated in Exhibit III. Typical repairs and services include, but are not limited to: 1. Vehicle, motorcycle, and truck diagnostic testing 2. Smog testing/opacity testing 3. Alignment/front end repairs 4. Alternative fuel repair/tank certification 5. Hydraulic systems and controls 6. Diagnosis and repairs powertrain/off road equipment 7. Electrical and electronic repairs 8. Miscellaneous engine work 9. Diagnosis & repairs of complete powertrain 10. Powertrain and P.T.O. general repair 11. Muffler/exhaust repairs 12. Other various repair and replacement of parts for cars, trucks, electric vehicles & motorcycles B. Contractor must provide written estimates for repairs needed and obtain City approval prior to performing work on any vehicles. The City shall not pay for any unauthorized repairs. If additional work is requested after initial repairs have been made, the Contractor must contact appraiser and the City for further approval. All old parts must be returned to the City. C. The Contractor must pick-up and/or deliver vehicles AT NO CHARGE TO THE CITY. D. ALL REPAIRS MADE UNDER THIS CONTRACT WILL BE COMPLETED NO MORE THAN TEN (10) WORKING DAYS FROM THE DATE THE CITY APPROVED THE REPAIR. II. SECURITY Contractor shall be held responsible for any damage or theft to city vehicles while on the vendor's premises/possession. Should such incidents occur, the vendor would be required to reimburse the City and/or repair the damage at no cost to the City. III. PAYMENT The successful vendor(s) shall submit itemized invoices that reflect unit prices and/or percentage discounts as outlined on the bid schedule. City of Santa Ana RFP 23-098 Page 18 of 35 o_ s CITY OF SANTA ANA The Following must be written on all invoices submitted for payment: A. Vehicle plate number; B. Number of hours (per/man) utilized in performing repairs; C. Complete list of parts used with list price, the discount as shown on Cost Proposal, and resulting net price; D. Name of City staff requesting service: E. Date service request was made by City; F. Description of parts/service; and G. Date vehicle was delivered to City. City of Santa Ana RFP 23-098 Page 19 of 35 EXHIBIT B COSTPROPOSAL Attachment #4 Costs Proposal STANDARD LABOR RATE: $105.00 PER HOUR DIAGNOSTIC RATE: $105.00 (MIN 2 HOURS LABOR FOR DIAGNOSTICS) PARTS MARGIN: 35% MARGIN ON PURCHASED PARTS. PARTS DISCOUNT: 3%OFF MANUFACTURE LIST PRICE PICKUP/DELIVERY COSTS: NO FEES WILL BE CHARGED IN THIS BID. SUBLETS: 10% MARGIN ON SUBLETS PAYMENT SCHEDULE: NET 30 Vu, Thao From: Sent: To: Subject: Contractor Name: Project Number: Project Name: City of Santa Ana <certificate-request@ctrax.jdidata.com> Tuesday, February 13, 2024 8:33 AM chrism@fleetworksinc.com; Gutierrez, Denisse; Avalos, Joaquin Internal Notice of Compliance NOTICE OF COMPLIANCE CITY STAFF: PRIN I'EH IS PAGE AND INCLUDE WITH AGREEMENT TO THE CLERK OF THE COUNCIL Fleetworks Inc. TBD (143) TO PROVIDE AUTOMOTIVE, MOTORCYCLE AND TRUCK REPAIR SERVICES The Certificate of Insurance (COI) submitted indicates that the coverages comply with the insurance requirements. The compliant coverage(s) are: TYPE OF INSURANCE POLICY EXPIRATION COI DATE FILE NAME NUMBER DATE AUTOMOBILE LIABILITY 6X44094 04/30/2024 12/21/2023 City of Santa Ana COLpdf GARAGEKEEPERS CARGO COVERAGE 6X44094 04/30/2024 12/21/2023 City of Santa Ana COI.pdf GENERAL LIABILITY 6X44094 04/30/2024 12/21/2023 City of Santa Ana COI.pdf WORKERS COMPENSATION AND PSIC1006404 07/02/2024 12/21/2023 City of Santa Ana EMPLOYERS' LIABILITY COI.pdf No further action is required at this time. Thank you, City of Santa Ana Risk Management Division in partnership with CTrax Plus Services Team 2/13/2024 11:33 AM 1 DATE(MM/DD/YYYY) AC"R" CERTIFICATE OF LIABILITY INSURANCE F04/14/2025 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;PIAAffiliate aICNN. Ext: (714)528-9600 q/X No: (714)528-6900 2729 Saturn Street Ste B E-MAIL su ort hawle insuranceservices.com ADDRESS: pp @ y INSURER(S)AFFORDING COVERAGE NAIC# Brea CA 92821 INSURERA: Accelerant National Insurance Company 10220 INSURED INSURER B: Palomar Specialty Insurance Company 20338 Fleetworks Inc.,DBA:Fleetworks INSURER C: 14011 Marquardt Ave INSURER D: INSURER E: Santa Fe Springs CA 90670 INSURER F: COVERAGES CERTIFICATE NUMBER: CL2541407567 REVISION NUMBER: THIS IS TO CERTIFYTHAT 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 CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE 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 UBR POLICY NUMBER MM/DD YYYYMPOLICY EFF O DD YYYY LIMITS ICY EXP LTR INSD WVD X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 DAMAGETCLAIMS-MADE �OCCUR PREM SESOEa occurrDence $ 500,000 MED EXP(Any one person) $ 5,000 A Y Y N0046PK000707-01 04/30/2025 04/30/2026 PERSONAL&ADV INJURY $ 2,000,000 GEN'LAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $ 3,000,000 X PRO ❑ 3,000,000 POLICY ElJECT LOC PRODUCTS-COMP/OPAGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 Ea accident ANYAUTO BODILY INJURY(Per person) $ A OWNED X SCHEDULED Y N0046PK000707-01 04/30/2025 04/30/2026 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY /� AUTOS ONLY Per accident $ X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 1,000,000 A EXCESS LIAR CLAIMS-MADE N0046PK000707-01 04/30/2025 04/30/2026 AGGREGATE $ 1,000,000 DED I X1 RETENTION$ 10,000 $ WORKERS COMPENSATION X STATUTE ER AND EMPLOYERS'LIABILITY Y/N 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ B OFFICER/MEMBER EXCLUDED? F NIA PSIC10064-05 07/02/2024 07/02/2025 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ Gargakeepers-Direct Primary Loc 1 &Loc 2 $1,200,000 A Y N0046PK000707-01 04/30/2025 04/30/2026 Loc 3 $400,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) The City of Santa Ana,its officers,officials,employees and volunteers are named as additional insured's with respect to liability arising out of work or operations performed by or on behald of the Contractor including materials,parts,or equipment furniches in connection with such work operations.Coverage is primary and non-contributory. Digitally signed Tu Train by Tu Tran Nguyen APPROVED Nguyen Date:zo�5.o5.0� toa9:54-07'00 By Tu Tran Nguyen at 10:19 am,May 07,2025 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Santa Ana ACCORDANCE WITH THE POLICY PROVISIONS. ATTN:PWA-Fleet AUTHORIZED REPRESENTATIVE 20 Civic Center Plz,M-11 Santa Ana CA 92701 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Policy# N0046PK000707-01 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 l: 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 in that premises; b. Structural alterations, new construction or demolition operations performed by or on behalf of such premises 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 or subdivision 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 away openings, 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 operations performed 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 contract or 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 such insurance 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 will not be broader than that which you are required by the contract 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 in addition 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 and non-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 the Declarations. 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 CGL 46007 05 22 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Page 3 of 8 1. 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 if there 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 committed before 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. 2. Persons Using Watercraft Section 11 -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, no person 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 contractor 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-insurance portion 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 (i) 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 you or temporarily occupied by you with permission of the owner; (ii) 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; (iii)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 includes any 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 excess insurance 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 1. 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 a claim 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 nonrenewal in accordance with applicable 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 a written 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 such contract 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. ExcIusion 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 or watercraft 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 A. 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 anytime. B. 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. C. BROADENED CONTRACTUAL LIABILITY Paragraphs 9.c. and 9.f. of Section V-Definitions are deleted and replaced by the following: b. 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 or damage;or (2) Under which the insured, if an architect, engineer or surveyor, assume liability for an injury or damage arising 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. D. 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. E. 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 (1) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers;and (2) Air compressors,pumps and generators, including spraying,welding, building cleaning,geophysical exploration, lighting and well servicing equipment. F. 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". G. 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. H. 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. I. EXPECTED OR INTENDED INJURY Exclusion 2. Exclusions,a. Expected or Intended Injury of Section I -Coverages -Coverage A Bodily Injury AndProperty 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 II: CHANGES TO EMPLOYEE BENEFITS LIABILITY COVERAGE Exclusion 7.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