Loading...
HomeMy WebLinkAboutAGMT - Country City Towing (Towing and Storage of Police Impounds) AMENDMENT NO. 2 PROFESSIONAL SERVICES AGREEMENT between SEA/ 6 "� �\�cp4PORgjFo9� +, � *i cD' %Qi + s, rue hQ �. O I+'+ G'F'�Fq 2 7 � +4C°I)Nif C 4. City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 Country City Towing, Inc. 13642 Milton Avenue Westminster, CA 92863 (714) 449-8844 This Amendment No. 2, dated April 8, 2024, amends that certain agreement ("Agreement") dated April 9, 2018, as previously amended by Amendment No. 1 dated April 12, 2021, by and between the City of Seal Beach ("City"), a California charter city, and Country City Towing, Inc. ("Consultant"), a California corporation. RECITALS A. City and Consultant are parties to the Agreement, pursuant to which Consultant provides towing and storage services to the City. B. City and Consultant previously amended the Agreement in order to extend its term through April 9. 2024. C. City and Consultant wish to again amend the Agreement to extend the term of the Agreement. AMENDMENT NO. 2 NOW, THEREFORE and in consideration of the foregoing and of the mutual covenants and promises herein set forth, the parties agree to amend the Agreement as follows: 1. Section 2.0 of the Agreement is hereby amended to read as follows: "2.0 Term The term of this Agreement shall commence on the Effective Date and shall remain in full force and effective until April 9, 2027. unless previously terminated as provided by this Agreement." 2. Except as expressly modified or supplemented by this Amendment No. 2, all other provisions of the Agreement shall remain unaltered and in full force and effect. In the event of a conflict between the provisions of this Amendment No. 2 and the provisions of the Agreement or Amendment No. 1, the provisions of this Amendment No. 2 shall control. 3. The person executing this Agreement on behalf of Consultant warrants that he or she is duly authorized to execute this Agreement on behalf of said Party and that by his or her execution, the Consultant is formally bound to the provisions of this Amendment No. 2. [SIGNATURES ON FOLLOWING PAGE] IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be executed and attested by their proper officers thereunto: CITY OF `A It B Ai, ountry City Towing By: • Jill ` . gram, City Manager By:C =1 f/ l Attest: Name: .1/4 y LIAA A s oacer By: _ Its: cs% De&I-I-- Gloria D. Harper, City Clerk Approved a Form: By: By: Name: Nicholas R. Ghirelli, City Attorney Its: (Please note, two signatures required for cooperations under Corp. Code § 313, unless corporate documents authorize only one person to sign this Agreement on behalf of the corporation.) ".., COUNCIT-01 KKELLY ACORO DATE(MM/DD/YYYY) I`,� CERTIFICATE OF LIABILITY INSURANCE 3/26/2024 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 CONTACTI NAME; Michael Rubin Rubin Insurance Agency,Inc. PHONE FAX 5075 Shoreham Place Suite 100 (NC,E No,Ext): ANC,NO): ADDR San Diego,CA 92122 ESS:Michael@rubininsurance.com IHSURERIS)AFFORDING COVERAGE MACS INSURER A:Benchmark Insurance Compa 41394 INSURED INSURER B:GuideOne National insurance Com 14167 Country City Towing Inc INSURER c:Insurance C ompanlofthe West - 27847 110 E Commercial St INSURER[: Anaheim,CA 92801 — INSURER E: _ INSURER F: COVERAGES CERTIFICATE NUMBER: 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. R i L VY ADDSUBR POUCY EFF POUCY EXP LT TYPE OF INSURANCE INS[ VD POUCY NUMBER (Mlyypp/YYYp IMMIDDIY`/YYl U A A�t3 X COMMERCIAL GENERAL LIABIUTY 1,000 000 EACH OCCURRENCE----- ,S CLAIMS-MADE X OCCUR X BIC-WS-01566-0 PRIS f 1 4/1/2024 4/1/2025 DAMAGE TO RENTED 100,000 j EMES(Ea occurrence) MEDEXP(Anyoneperson) i 5,0 00 —__-- PERSONAL&ADVINJURY f 1,000,000 _GEN'L AGGREGATE UNITAPPUES PER: GENERAL AGGREGATE $ 3,000,000 iPOLICY 1 I a 1 LOC PRODUCTS-COMP/OP AGO i 3,000,000 OTHER ' f A AUTOMOBILEUABIUTY (COOM )SINGLE UNIT $ 1,000,000 I ANY AUTO X BIC-WS-01566-01 4/1/2024 4/1/2025 BODILY INJURY{Perperson) fOWNE AUTOS ONLY X SCHEDULED SWULNEEDp BODILY INJURY(Per acdderlt) $ X . AUTOS ONLY Xj AUTOS ONLY aeddmtl OE $ I1— — f B UMBRELLA LIAR X OCCUR 1,000,000 EACH OCCURRENCE X EXCESBUAB i CLAIMS-MADE 560003329-02 4M/2024 4/1/2025 I AGGREGATE f 1,000,000 DEO X 1 RETENTIONS 0 f WORKERS COMPENSATION 1 PER 1 TH- C n _ - .O AYDRER 1 X STATUTEER Y/N WVE 5047403 09 4/1/2024 4/1/2025 ! 1'0-00- ,000ANY PROPRIETOR/PATTER/EXECUTIVE EL.EACH s FCtRo/ryM ER EXCLUDED? N!A E.L,_DISEASE-EA EMPLOYEE $ 1,000,000 I1 yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below __ E.L.DISEASE-POLICY LIMIT.$ A Garagekeepers BIC-WS-01566-01 4/1/2024 4/1/2025 Ded$1000/5000 1,000,000 A On-Hook/Cargo BIC-WS-01566-01 4/1/2024 4/1/2025 Ded$1000 ' 800,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space Is required) Job CITYOBS City of Seal Beach,its directors,officials,officers,employees,agents and volunteers are named as additional insured with respects to general and auto liability of the named insured.Blanket general liability additional insured endorsement CG2026(1219)included in policy.Blanket general liability primary and 1 non-contributory wording included by written contract per form CG0001(0413).Blanket auto liability additional insured included by written contract per form WSALE05(0120).`30 day notice of cancellation applies/10 day notice for non-payment. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Seal Beach THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn: City Clerk ACCORDANCE WITH THE POLICY PROVISIONS. • 211 8th St — -, Seal Beach,CA 90740 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AMENDMENT NO. 1 PROFESSIONAL SERVICES AGREEMENT between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 N Country City Towing, Inc. 13642 Milton Avenue Westminster, CA 92863 (714) 449-8844 This Amendment No. 1, dated April 12, 2021, amends that certain agreement ("Agreement") dated April 9, 2018 by and between the City of Seal Beach ("City"), a California charter city and Country City Towing, Inc. ("Consultant"), a California corporation. RECITALS A. City and Consultant are parties to the Agreement, pursuant to which Consultant provides towing and storage services to the City. B. City and Consultant wish to amend the Agreement to extend the term of the Agreement. AMENDMENT NO. 1 NOW, THEREFORE and in consideration of the foregoing and of the mutual covenants and promises herein set forth, the parties agree to amend the Agreement as follows: 1. Section 2.0 of the Agreement is hereby amended to read as follows: "2.0 Term The term of this Agreement shall commence on the Effective Date and shall remain in full force and effective until April 9, 2024, unless previously terminated as provided by this Agreement." 2. Except as expressly modified or supplemented by this Amendment No. 1, all other provisions of the Agreement shall remain unaltered and in full force and effect. In the event of a conflict between the provisions of this Amendment No. 1 and the provisions of the Agreement, the provisions of this Amendment No. 1 shall control. 3. The person executing this Agreement on behalf of Consultant warrants that he or she is duly authorized to execute this Agreement on behalf of said Party and that by his or her execution, the Consultant is formally bound to the provisions of this Amendment No. 1. IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be executed and attested by their proper officers thereunto: CITY OF SEAL BEACH Approved as t or By: By: a° Jill gram, City Manager , SAL #; ig A. Steele, City Attorney Attest: Gloria D. l�a�er, City 1� 0 COUNTRY CITY TOWING, INC. By: Name: -74K t' 4,.i de1cs0,4cF Its: t*ESraE,f M Name: (Please note, two signatures required for corporations under Corp_ Code §313, unless corporate documents authorize only one person to sign this Agreement on behalf of the corporation) Tow Rates SERVICEFEE .----------- TOWING Gass A Class B or Flatbed $ 225.CC Class C Fe' H -,,,-I $325 CC Class L (Per Fi-i __- $350 rG C I Gu -le L i'.seyr$60U ?-- - _- _. Rollover or W &,c g 5130 cc. ,Hazmat Fee Iper5 g Hen hvckpt) 51 lS (Al STORAGE Class A-Cuts,d, Clasp A Inc.[e _{...-.-_-.__. $65 cc]_-_-_-_____---__---______ f iecs B �lutsine ) _-_ $St1 cc, CILSS B-IeSiCP.', $60 Lu CI ssC D C tsue AS cc, Class Corp Inside �W0, If[ Te. P- M nimum5 — I- Cdll or U,up F- i50%uft'le Ie. l e SaeAsa the -0b1 5:u1c -.--{-____---_.__._.. _... _. P`nI I\I_4n nD Irl- LCA ACOR�` CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDD/Yl'YY)04/20/2021 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(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 858-457-5720 Rubin Insurance Agency Inc. CA Lic 0645355 CONTACT Michael Rubin PHONE FAX (A/C, No, 858-457-5720 (FAX A/c, No):858-457-5729 E-MAIL michael@rubininsurance.com ADDRESS: 5075 Shoreham Place, Suite 100 San Diego, CA 92122 Michael Rubin INSURERS AFFORDING COVERAGE NAIC # INSURER A: American Guarantee & Liab Ins 26247 INSURED Country City Towing Inc 110 E Commercial St Anaheim, CA 92801 INSURERB:Zurich American Insurance Comp 16535 INSURER CGuideOne National Ins. Co. 14167 INSURER D: Insurance Company of the West 27847 Y INSURER E: CP01641371-02 INSURER F, 04/01/2022 CAVFRAnFS CFRTIFICATF NIIMRFR• RFVISInN NIIMRFR- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE DL UBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS A X COMMERCIAL GENERAL LIABILITYEACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR Y CP01641371-02 04/01/2021 04/01/2022 DAMAGE TO RENTED 1,000,000 PREMISES Ea occurrence $ MED EXP (Any oneperson) $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY D PRO- ❑ LOC JECT PRODUCTS -COMP/OP AGG $ 2,000,000 Ded 1,000 OTHER: B AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 ccident $ Ea accident) BODILY INJURY Perperson) $ X-11 ANYAUTO Y CP01641371-02 04/01/2021 04/01/2022 OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ PROPERTY DAMAGE Per accident $ HIRED 1 NON -OWNED AUTOS ONLY AUTOS ONLY C UMBRELLA LIAB X OCCUR ! EACH OCCURRENCE $ 4,000,000 AGGREGATE $ 4,000,000 X EXCESS LIAB CLAIMS -MADE 560000322-03 04/01/2021 04/01/2022 DED I X I RETENTION $ 0 D WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/ PARTNER/EXECUTIVE ❑ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) N / A WSD5047403-06 04/01/2021 04/01/2022 X IPER STATUTE ERH E.L EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below 1,000,000 E.L. DISEASE - POLICY LIMIT B GKLL CP01641371-02 04/01/2021 04/01/2022 Ded $1000 1,000,000 A On-Hook/Cargo CP01641371-02 04/01/2021 04/01/2022 Ded $1000 600,000 DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Seal Beach, its directors officials, officers, employees, agents and volunteers are named as additional insured with respects to general and auto liability of the named insured. General liability additional insured endorsement CG2026 0413) and blanket primary and non-contributory wording endorsement U-GL-1327-BCW(0413) attached. Blanket auto liability CFRTIFICATF HAI r1FR r`AIJL`FI I ATInN CITY085 City of Seal Beach Attn: Ci Clerk City SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 211 8th St Seal Beach, CA 90740 AUTHORIZED REPRESENTATIVE VE ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: CP01641371-02 COMMERCIAL GENERAL LIABILITY CG 20 26 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Name Of Additional Insured Person(s) Or Organization(s): City of Seal Beach, its directors, officials, officers, employees, agents and volunteers I Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. All terms and conditions apply unless modified by this endorsement. CG 20 26 0413 © Insurance Services Office, Inc., 2012 Page 1 of 1 Other Insurance Amendment — Primary And Non - Contributory ZURICH' Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. AWL Prem Return Prem. CPO 1641371-02 04/01/2021 04/01/2022 57595000 INCL THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Named Insured: COUNTRY CITY TOWING INC Address (including ZIP Code): 110 E COMMERCIAL ST, ANAHEIM CA 92801 This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part 1. The following paragraph is added to the Other Insurance Condition of Section IV — Commercial General Liability Conditions: This insurance is primary insurance to and will not seek contribution from any other insurance available to an additional insured under this policy provided that: a. The additional insured is a Named Insured under such other insurance; and b. You are required by a written contract or written agreement that this insurance would be primary and would not seek contribution from any any other insurance available to the additional insured. 2. The following paragraph is added to Paragraph 4.b. of the Other Insurance Condition of Section IV — Commercial General Liability Conditions: This insurance is excess over: Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing coverage for the same "occurrence", offense, claim or "suit'. This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by written contract or written agreement to provide coverage to the additional insured on a primary and non-contributory basis. All other terms and conditions of this policy remain unchanged. U -GL -1327-B CW (04/13) Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Coverage Extension Endorsement ZURICH= Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. Add'I. Prem Return Prem. CPO 1641371-02 04/01/2021 04/01/2022 57595000 INCL THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Business Auto Coverage Form Motor Carrier Coverage Form A. Amended Who Is An Insured 1. The following is added to the Who Is An Insured Provision in Section II — Covered Autos Liability Coverage: The following are also "insureds": a. Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow for acts performed within the scope of employment by you. Any "employee" of yours is also an "insured" while operating an "auto" hired or rented under a contract or agreement in an "employee's" name, with your permission, while performing duties related to the conduct of your business. b. Anyone volunteering services to you is an "insured" while using a covered "auto" you don't own, hire or borrow to transport your clients or other persons in activities necessary to your business. c. Anyone else who furnishes an "auto" referenced in Paragraphs A.1.a. and A.1.b. in this endorsement. d. Where and to the extent permitted by law, any person(s) or organization(s) where required by written contract or written agreement with you executed prior to any "accident", including those person(s) or organization(s) directing your work pursuant to such written contract or written agreement with you, provided the "accident" arises out of operations governed by such contract or agreement and only up to the limits required in the written contract or written agreement, or the Limits of Insurance shown in the Declarations, whichever is less. 2. The following is added to the Other Insurance Condition in the Business Auto Coverage Form and the Other Insurance — Primary and Excess Insurance Provisions Condition in the Motor Carrier Coverage Form: Coverage for any person(s) or organization(s), where required by written contract or written agreement with you executed prior to any "accident", will apply on a primary and non-contributory basis and any insurance maintained by the additional "insured" will apply on an excess basis. However, in no event will this coverage extend beyond the terms and conditions of the Coverage Form. B. Amendment — Supplementary Payments Paragraphs a.(2) and a.(4) of the Coverage Extensions Provision in Section II — Covered Autos Liability Coverage are replaced by the following: (2) Up to $5,000 for the cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. U -CA -424-F CW (04-14) Page 1 of 6 Includes copyrighted material of Insurance Services Office, Inc., with its permission. C. Fellow Employee Coverage The Fellow Employee Exclusion contained in Section II — Covered Autos Liability Coverage does not apply. D. Driver Safety Program Liability and Physical Damage Coverage 1. The following is added to the Racing Exclusion in Section II — Covered Autos Liability Coverage: This exclusion does not apply to covered "autos" participating in a driver safety program event, such as, but not limited to, auto or truck rodeos and other auto or truck agility demonstrations. 2. The following is added to Paragraph 2. in the Exclusions of Section III — Physical Damage Coverage of the Business Auto Coverage Form and Paragraph 2.b. in the Exclusions of Section IV — Physical Damage Coverage of the Motor Carrier Coverage Form: This exclusion does not apply to covered "autos" participating in a driver safety program event, such as, but not limited to, auto or truck rodeos and other auto or truck agility demonstrations. E. Lease or Loan Gap Coverage The following is added to the Coverage Provision of the Physical Damage Coverage Section: Lease Or Loan Gap Coverage In the event of a total 'loss" to a covered "auto", we will pay any unpaid amount due on the lease or loan for a covered "auto", less: a. Any amount paid under the Physical Damage Coverage Section of the Coverage Form; and b. Any: (1) Overdue lease or loan payments at the time of the 'loss'; (2) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; (3) Security deposits not returned by the lessor; (4) Costs for extended warranties, credit life insurance, health, accident or disability insurance purchased with the loan or lease; and (5) Carry-over balances from previous leases or loans. F. Towing and Labor Paragraph A.2. of the Physical Damage Coverage Section is replaced by the following: We will pay up to $75 for towing and labor costs incurred each time a covered "auto" of the private passenger type is disabled. However, the labor must be performed at the place of disablement. G. Extended Glass Coverage The following is added to Paragraph A.3.a. of the Physical Damage Coverage Section: If glass must be replaced, the deductible shown in the Declarations will apply. However, if glass can be repaired and is actually repaired rather than replaced, the deductible will be waived. You have the option of having the glass repaired rather than replaced. H. Hired Auto Physical Damage — Increased Loss of Use Expenses The Coverage Extension for Loss Of Use Expenses in the Physical Damage Coverage Section is replaced by the following: Loss Of Use Expenses For Hired Auto Physical Damage, we will pay expenses for which an "insured" becomes legally responsible to pay for loss of use of a vehicle rented or hired without a driver under a written rental contract or written rental agreement. We will pay for loss of use expenses if caused by: U -CA -424-F CW (04-14) Page 2 of 6 Includes copyrighted material of Insurance Services Office, Inc., with its permission. (1) Other than collision only if the Declarations indicate that Comprehensive Coverage is provided for any covered "auto"; (2) Specified Causes Of Loss only if the Declarations indicate that Specified Causes Of Loss Coverage is provided for any covered "auto'; or (3) Collision only if the Declarations indicate that Collision Coverage is provided for any covered "auto". However, the most we will pay for any expenses for loss of use is $100 per day, to a maximum of $3000. I. Personal Effects Coverage The following is added to the Coverage Provision of the Physical Damage Coverage Section: Personal Effects Coverage a. We will pay up to $750 for "loss" to personal effects which are: (1) Personal property owned by an "insured"; and (2) In or on a covered "auto". b. Subject to Paragraph a. above, the amount to be paid for "loss" to personal effects will be based on the lesser of: (1) The reasonable cost to replace; or (2) The actual cash value. c. The coverage provided in Paragraphs a. and b. above, only applies in the event of a total theft of a covered "auto". No deductible applies to this coverage. However, we will not pay for 'loss" to personal effects of any of the following: (1) Accounts, bills, currency, deeds, evidence of debt, money, notes, securities, or commercial paper or other documents of value. (2) Bullion, gold, silver, platinum, or other precious alloys or metals; furs or fur garments; jewelry, watches, precious or semi-precious stones. (3) Paintings, statuary and other works of art. (4) Contraband or property in the course of illegal transportation or trade. (5) Tapes, records, discs or other similar devices used with audio, visual or data electronic equipment. Any coverage provided by this Provision is excess over any other insurance coverage available for the same 'loss". J. Tapes, Records and Discs Coverage 1. The Exclusion in Paragraph 13.4.a. of Section III — Physical Damage Coverage in the Business Auto Coverage Form and the Exclusion in Paragraph B.2.c. of Section IV — Physical Damage Coverage in the Motor Carrier Coverage Form does not apply. 2. The following is added to Paragraph 1.a. Comprehensive Coverage under the Coverage Provision of the Physical Damage Coverage Section: We will pay for 'loss" to tapes, records, discs or other similar devices used with audio, visual or data electronic equipment. We will pay only if the tapes, records, discs or other similar audio, visual or data electronic devices: (a) Are the property of an "insured"; and (b) Are in a covered "auto" at the time of 'loss". The most we will pay for such 'loss" to tapes, records, discs or other similar devices is $500. The Physical Damage Coverage Deductible Provision does not apply to such 'loss". U-CA424-F CW (04-14) Page 3 of 6 Includes copyrighted material of Insurance Services Office, Inc., with its permission. K. Airbag Coverage The Exclusion in Paragraph B.3.a. of Section III — Physical Damage Coverage in the Business Auto Coverage Form and the Exclusion in Paragraph 113.4.a. of Section IV — Physical Damage Coverage in the Motor Carrier Coverage Form does not apply to the accidental discharge of an airbag. L. Two or More Deductibles The following is added to the Deductible Provision of the Physical Damage Coverage Section: If an accident is covered both by this policy or Coverage Form and by another policy or Coverage Form issued to you by us, the following applies for each covered "auto" on a per vehicle basis: 1. If the deductible on this policy or Coverage Form is the smaller (or smallest) deductible, it will be waived; or 2. If the deductible on this policy or Coverage Form is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible. M. Physical Damage — Comprehensive Coverage — Deductible The following is added to the Deductible Provision of the Physical Damage Coverage Section: Regardless of the number of covered "autos" damaged or stolen, the maximum deductible that will be applied to Comprehensive Coverage for all "loss" from any one cause is $5,000 or the deductible shown in the Declarations, whichever is greater. N. Temporary Substitute Autos — Physical Damage 1. The following is added to Section I — Covered Autos: Temporary Substitute Autos — Physical Damage If Physical Damage Coverage is provided by this Coverage Form on your owned covered "autos", the following types of vehicles are also covered "autos" for Physical Damage Coverage: Any "auto" you do not own when used with the permission of its owner as a temporary substitute for a covered "auto" you do own but is out of service because of its: 1. Breakdown; 2. Repair; 3. Servicing; 4. "Loss"; or 5. Destruction. 2. The following is added to the Paragraph A. Coverage Provision of the Physical Damage Coverage Section: Temporary Substitute Autos — Physical Damage We will pay the owner for "loss" to the temporary substitute "auto" unless the "loss" results from fraudulent acts or omissions on your part. If we make any payment to the owner, we will obtain the owner's rights against any other party. The deductible for the temporary substitute "auto" will be the same as the deductible for the covered "auto" it replaces. O. Amended Duties In The Event Of Accident, Claim, Suit Or Loss Paragraph a. of the Duties In The Event Of Accident, Claim, Suit Or Loss Condition is replaced by the following: a. In the event of "accident", claim, "suit" or "loss", you must give us or our authorized representative prompt notice of the "accident", claim, "suit" or "loss". However, these duties only apply when the "accident", claim, "suit" or "loss" is known to you (if you are an individual), a partner (if you are a partnership), a member (if you are a limited liability company) or an executive officer or insurance manager (if you are a corporation). The failure of any U -CA -424-F CW (04-14) Page 4 of 6 Includes copyrighted material of Insurance Services Office, Inc., with its permission. agent, servant or employee of the "insured" to notify us of any "accident", claim, "suit" or "loss" shall not invalidate the insurance afforded by this policy. Include, as soon as practicable: (1) How, when and where the "accident" or "loss" occurred and if a claim is made or "suit" is brought, written notice of the claim or "suit" including, but not limited to, the date and details of such claim or "suit"; (2) The "insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons and witnesses. If you report an "accident", claim, "suit" or "loss" to another insurer when you should have reported to us, your failure to report to us will not be seen as a violation of these amended duties provided you give us notice as soon as practicable after the fact of the delay becomes known to you. P. Waiver of Transfer Of Rights Of Recovery Against Others To Us The following is added to the Transfer Of Rights Of Recovery Against Others To Us Condition: This Condition does not apply to the extent required of you by a written contract, executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of operations contemplated by such contract. This waiver only applies to the person or organization designated in the contract. Q. Employee Hired Autos — Physical Damage Paragraph b. of the Other Insurance Condition in the Business Auto Coverage Form and Paragraph f. of the Other Insurance — Primary and Excess Insurance Provisions Condition in the Motor Carrier Coverage Form are replaced by the following: For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos" you own: (1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered "auto" hired or rented under a written contract or written agreement entered into by an "employee" or elected or appointed official with your permission while being operated within the course and scope of that "employee's" employment by you or that elected or appointed official's duties as respect their obligations to you. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". R. Unintentional Failure to Disclose Hazards The following is added to the Concealment, Misrepresentation Or Fraud Condition: However, we will not deny coverage under this Coverage Form if you unintentionally: (1) Fail to disclose any hazards existing at the inception date of this Coverage Form; or (2) Make an error, omission, improper description of "autos" or other misstatement of information. You must notify us as soon as possible after the discovery of any hazards or any other information that was not provided to us prior to the acceptance of this policy. S. Hired Auto — World Wide Coverage Paragraph 7a.(5) of the Policy Period, Coverage Territory Condition is replaced by the following: (5) Anywhere in the world if a covered "auto" is leased, hired, rented or borrowed for a period of 60 days or less, T. Bodily Injury Redefined The definition of "bodily injury" in the Definitions Section is replaced by the following: "Bodily injury" means bodily injury, sickness or disease, sustained by a person including death or mental anguish, resulting from any of these at any time. Mental anguish means any type of mental or emotional illness or disease. U -CA -424-F CW (04-14) Page 5 of 6 Includes copyrighted material of Insurance Services Office, Inc., with its permission. U. Expected Or Intended Injury The Expected Or Intended Injury Exclusion in Paragraph B. Exclusions under Section II — Covered Auto Liability Coverage is replaced by the following: Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the "insured". This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. V. Physical Damage — Additional Temporary Transportation Expense Coverage Paragraph AA.a. of Section III — Physical Damage Coverage is replaced by the following: 4. Coverage Extensions a. Transportation Expenses We will pay up to $50 per day to a maximum of $1,000 for temporary transportation expense incurred by you because of the total theft of a covered "auto" of the private passenger type. We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage. We will pay for temporary transportation expenses incurred during the period beginning 48 hours after the theft and ending, regardless of the policy's expiration, when the covered "auto" is returned to use or we pay for its "loss". W. Replacement of a Private Passenger Auto with a Hybrid or Alternative Fuel Source Auto The following is added to Paragraph A. Coverage of the Physical Damage Coverage Section: In the event of a total "loss" to a covered "auto" of the private passenger type that is replaced with a hybrid "auto" or "auto" powered by an alternative fuel source of the private passenger type, we will pay an additional 10% of the cost of the replacement "auto", excluding tax, title, license, other fees and any aftermarket vehicle upgrades, up to a maximum of $2500. The covered "auto" must be replaced by a hybrid "auto" or an "auto" powered by an alternative fuel source within 60 calendar days of the payment of the "loss" and evidenced by a bill of sale or new vehicle lease agreement. To qualify as a hybrid "auto", the "auto" must be powered by a conventional gasoline engine and another source of propulsion power. The other source of propulsion power must be electric, hydrogen, propane, solar or natural gas, either compressed or liquefied. To qualify as an "auto" powered by an alternative fuel source, the "auto" must be powered by a source of propulsion power other than a conventional gasoline engine. An "auto" solely propelled by biofuel, gasoline or diesel fuel or any blend thereof is not an "auto" powered by an alternative fuel source. X. Return of Stolen Automobile The following is added to the Coverage Extension Provision of the Physical Damage Coverage Section: If a covered "auto" is stolen and recovered, we will pay the cost of transport to return the "auto" to you. We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage. All other terms, conditions, provisions and exclusions of this policy remain the same. U -CA -424-F CW (04-14) Page 6 of 6 Includes copyrighted material of Insurance Services Office, Inc., with its permission. PROFESSIONAL SERVICES AGREEMENT Between City of Seal Beach 211 8th Street Seal Beach, CA 90740 Country City Towing 13642 Milton Ave., Westminster CA 92683 714-449-8844 This Professional Service Agreement ("the Agreement") is made as of 2018 (the "Effective Date"), by and between L'vcur e C . To .,. "Consultant"), a 11 E' 4— and the City of Seal Beach ("City"), a California charter city, (collectively, "the Parties"). 57296-0001\1236808v1.doc RECITALS A. City desires certain professional services. B. Consultant represents that it is qualified and able to provide City with such services. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. AGREEMENT 1.0 Scope of Services 1.1. Consultant shall provide those services ("Services") set forth in the attached Exhibit A, which is hereby incorporated by this reference. To the extent that there is any conflict between Exhibit A and this Agreement, this Agreement shall control. 1.2. Consultant shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City. 1.3. In performing this Agreement, Consultant shall comply with all applicable provisions of federal, state, and local law. 1.4. Consultant will not be compensated for any work performed not specified in the Scope of Services unless the City authorizes such work in advance and in writing. The City Manger may authorize extra work to fund unforeseen conditions up to the amount approved at the time of award by the City Council. Payment for additional work in excess of this amount requires prior City Council authorization. 2.0 Term This term of this Agreement shall commence as of the Effective Date and shall continue for a term of !31 years unless previously terminated as provided by this Agreement. 3.0 Consultant's Compensation City will pay Consultant in accordance with the hourly rates shown on the fee schedule set,fjprth in Exhibit for Services but in no event will the City pay more than $ ' - ice. Any additional work authorized by the City pursuant to 2 of 9 57296-0001\1236808v1.doc Section 1.4 will be compensated in accordance with the fee schedule set forth in Exhibit 4.0 Method of Payment 4.1. Consultant shall submit to City monthly invoices for all services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end of the month during which the services were rendered and shall describe in detail the services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the services performed for each day in the period. City will, pay_Consultant withiri 30:_days of receiving' Consultant's invoice! City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Consultant. 4.2. Upon 24-hour notice from City, Consultant shall allow City or City's agents or representatives to inspect at Consultant's offices during reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this Agreement. City's rights under this Section 4.2 shall survive for two years following the termination of this Agreement. 5.0 Termination 5.1. This Agreement may be terminated by City, without cause, or by Consultant based on reasonable cause, upon giving the other party written notice thereof not less than 30 days prior to the date of termination. 5.2. This Agreement may be terminated by City upon 10 days' notice to Consultant if Consultant fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy. 6.0 Party Representatives 6.1. The City Manager is the City's representative for purposes of this Agreement. 6.2. d�r4V _ (fAw AASO,�r a is the Consultant's primary representative for purposes of this Agreement. 7.0 Notices 7.1. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit 3of9 S7296-0001\1236808v1.doc in the United States Mail, first class postage prepaid and addressed to the party at the following addresses: To City: City of Seal Beach 211 8th Street Seal Beach, California 90740 Attn: City Manager To Consultant: l Lbet.J rzy i�IO E.-COKK(�.tGdaC Sf I��Jr4ef.E«y�Ci+. q,2d+o � Attn: !-7A?r VAS fl saa- e 7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 8.0 Independent Contractor 8.1. Consultant is an independent contractor and not an employee of the City. All services provided pursuant to this Agreement shall be performed by Consultant or under its supervision. Consultant will determine the means, methods, and details of performing the services. Any additional personnel performing services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 8.2. Consultant shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from Consultant's personnel practices. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this Section. 9.0 Subcontractors No portion of this Agreement shall be subcontracted without the prior written approval of the City. Consultant is fully responsible to City for the performance of any and all subcontractors. 4 of 9 S7296-0001 \1236808v t .doc 10.0 Assignment Consultant shall not assign or transfer any interest in this Agreement whether by assignment or novation, without the prior written consent of City. Any purported assignment without such consent shall be void and without effect. 11.0 Insurance 11.1. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that Consultant has secured all insurance required under this Section. Consultant shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements shall be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 11.2. Consultant shall, at its expense, procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A_VIII, licensed_ to do business in California, and satisfactory to the City. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2)Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and, if required by the City, (3) Professional Liability. Consultant shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Professional Liability: $1,000,000 per claim/aggregate. 11.3. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to state: (1) coverage shall not be suspended, voided, reduced or canceled except after 30 days prior written notice by certified mail, return receipt requested, has been given to the City; (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect 5 of 9 57296-0001\1236808v1.doc coverage provided to the City, its directors, officials, officers, (3) coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage and that any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it; (4) for general liability insurance, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the services or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (5) for automobile liability, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible. 11.4. All insurance required by this Section shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents, and volunteers. 11.5. Any deductibles or self-insured retentions shall be declared to and approved by the City. Consultant guarantees that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its directors, officials, officers, employees, agents, and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 12.0 Indemnification, Hold Harmless, and Duty to Defend Consultant shall defend, indemnify, and hold the City, its officials, officers, employees, volunteers and agents serving as independent contractors in the role of city officials (collectively "Indemnitees") free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any acts or omissions of Consultant, its employees, or its agents in connection with the performance of this Agreement, including without limitation the payment of all consequential damages and attorneys' fees and other related costs and expenses, except for such loss or damage arising from the sole negligence or willful misconduct of the City. With respect to any and all such aforesaid suits, actions, or other legal proceedings of every kind that may be brought or instituted against Indemnitees, Consultant shall defend Indemnitees, at Consultant's own cost, expense, and risk, and shall pay and satisfy any judgment, award, or decree that may be rendered against Indemnitees. Consultant shall reimburse City and its directors, officials, officers, 6 of 9 S7296-0001 \1236808v1.doc employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its directors, officials, officers, employees, agents or volunteers. All duties of Consultant under this Section shall survive termination of this Agreement. 13.0 Equal Opportunity Consultant affirmatively represents that it is an equal opportunity employer. Consultant shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, sexual orientation, or age. Such non-discrimination includes, but is not limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. 14.0 Labor Certification By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 15.0 Entire Agreement This Agreement contains the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both parties. 16.0 Severability The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement. 17.0 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of California. 18.0 No Third Party Rights No third party shall be deemed to have any rights hereunder against either party as a result of this Agreement. 7of9 S7296-0001\1236808v1.doc 19.0 Waiver No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise. 20.0 Prohibited Interests; Conflict of Interest 20.1. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant "financially interested" (as provided in California Government Code §§1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained. 20.2. Consultant further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Nor has Consultant paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift. 20.3. Consultant warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, non - contractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in this subsection. 21.0 Attorneys' Fees If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, 8of9 57296-0001\1236808v1.doc the prevailing party in such litigation shall be entitled to have and recover from the losing party all of its attorneys' fees and other costs incurred in connection therewith. 22.0 Exhibits All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control. 23.0 Corporate Authority The person executing this Agreement on behalf of Consultant warrants that he or she is duly authorized to execute this Agreement on behalf of said Party and that by his or her execution, the Consultant is formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. CITY OF SEAL BEACH t By: Jill ngram, City M'a ger Atte M CONSULTANT Names JA— llit > ecsOrrcE Ctc�SrPC`.-+'jam _ Approved as qrm: Its By: ig A. Steele, City Attorney 9of9 S7296-0001\1236808v1.doc Tow Service Agreement Seal Beach Police Department February 2018 Term of Agreement: 3 Year Exhibit A The City of Seal Beach / Seal Beach Police Department Tow Service Agreement (TSA) allows the City of Seal Beach discretion in a variety of areas. Below is a list of conditions and guidelines that will be applicable for the City of Seal Beach and will be strictly enforced. 1) Maximum response time: Class "A" and Class "B" tow trucks- 25 minutes for daytime and nighttime responses. Class "C" and Class "D" tow trucks- 45 minutes for daytime and nighttime responses. This will be 24 hours a day, seven days a week. An operator or tow truck driver shall respond with a properly equipped tow truck of the class required to tow the vehicle, perform vehicle recover (e.g., rollover, down embankment), provide services (e.g., fuel, flat tire change) and be in possession of the appropriate class of driver license, applicable endorsements and permits. The contractor must maintain a minimum of at least five total trucks. In the event that an operator falls below the required minimum number of tow trucks for more than seven days, due to mechanical failure or a collision, the operator shall notify the Seal Beach Police Department within 48 hours. All trucks must meet and pass California Highway Patrol (CHP) inspections. All trucks and drivers must meet the CHP standard. If a truck or driver fails CHP inspection they shall be removed for rotation until they are able to meet CHP standard. 2) Location of the Tow Facility / Storage yard shall be within a 5 miles of the Seal Beach Police Department. The yard shall be enclosed with no less than a security fence or wall. All storage facilities must be accessible to Seal Beach personnel 24 hours a day, 7 days a week. Contractor should have someone accessible for a vehicle releases during regular business hours. They shall also maintain at least one person at a call station to release a vehicle within 45 minutes upon request, after normal business hours. The operator shall be responsible for the safekeeping and prevention of vandalism of all vehicles and contents which are stored / impounded by the Seal Beach Police Department. An operators place of business shall have posted in plain view to the public the "Towing Fees and Access Notice' and copies of notice readily available to the public pursuant to Section 22651.07(a)(1)(A)C V C. 3) Enclosed Facility: Contractor will maintain, without charge to the City of Seal Beach or any other person, a separate and enclosed garage. The facility must be constructed to include a roof and at least four walls of substantial design to withstand the elements to protect the vehicle from weather. This area shall provide ample room for vehicle inspections. It will be the responsibility of the contractor to maintain and preserve the chain of evidence at all times. No public or unauthorized access shall be granted, unless to Law Enforcement personnel only, to the vehicle or any other items are being stored as evidence. Operators shall seek the Seal Beach Police Department approval to remove and release property from any stored or impounded vehicle to a registered owner or R/O's agent along with proper documentation. i.e. signed notarized letter. A receipt shall be placed inside the vehicle and shall be attached to the operator copy of the CHP 180. In the event a vehicle is impounded for CVC sections 22655(a) VC (hit-and-run investigation) or 22655.5 VC (Evidence), an operator shall not release personal property without prior Seal Beach Police approval. Fees for evidence shall start upon the date that the vehicle is released from the evidence hold 4) The Seal Beach Police Department shall have the right to waive all contractor tow fees, including "Administrative" and "Release Fees", upon request. 5) Contract agents will provide tow services at no cost to City of Seal Beach for all city vehicles. 6) Rotation of the tow contractors shall be on a call to call structure. In the event that there are multiple items that are needed to be towed the first on the rotation will be contacted. If the operator is unable to service all the items then the next contractor will be contacted. A call to an operator shall constitute one turn on the list and the operator shall be moved to the bottom of the list. o This includes when the operator fails to answer the phone, is unable to respond, is unable to perform the required service, refuses to respond to provide service, or is canceled due to excessive response time. If the operator responds to a Seal Beach call and is not needed or cancelled by Seal Beach Police, up to and including arriving on scene and standby time which does not result in a tow, there shall be no charge and the operator shall be placed back at the top of the list. Or if the operator is cancelled by the registered owner or agent, prior to taking possession of the vehicle, there shall be no charge and the operator shall be placed back at the top of the list. 7) Demeanor and Conduct: (a) While involved in Seal Beach rotation tow operations or related business, the tow operator and/or employee(s) shall refrain from any acts of misconduct including, but not limited to, any of the following i. Rude or discourteous behavior ii. Lack of service, selective service, or refusal to provide service which the operator is capable of performing. iii. Any act of sexual harassment or sexual impropriety. iv. Unsafe driving practices. v. Exhibiting any objective symptoms of alcohol or drug use. 1. The operator/tow truck driver shall submit to a preliminary alcohol screening test upon demand of the Seal Beach Police if an odor of an alcoholic beverage is detected upon their person. vi. Any acts of discrimination based on a protected group. 8) Compliance with Law (a) The tow operator and employees shall, at all times, comply with federal, state, and local laws and ordinances. (b) Any conviction of the operator or employee involving a stolen or embezzled vehicle, fraud related to the towing business, stolen or embezzled property, a crime of violence, a sexual offense, a drug related offense, felony driving while under the influence of alcohol or drugs, misdemeanor driving while under the influence of alcohol or drugs; or acts of moral turpitude should be cause for suspension or removal of an operator/employee's application, or termination of the tow service agreement. (c) Personnel, as well as tow operators and their employees, shall not be offered nor accept gratuities pursuant to Section 12110(a) CVC. (d) No Tow operator or their employees shall accept and gratuities from a repair shop for delivery of a vehicle not owned by the repair shop or tow company, for the purpose of storage or repair pursuant to Section 12110(c) CVC. (e) An operator shall satisfy a court order mandating reimbursement to the vehicle or property owner for the damage or loss which occurred while the vehicle was in the operators custody (t) An operator or employee arrested/charged for violation involving any above crime should be suspended until the case is adjudicated. COUN-10 OP ID: KA , ift. z CERTIFICATE OF LIABILITY INSURANCE `� NYYYT DA 02/201TE D018 02/20/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED - REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endomement(s). PRODUCER Rubin Insurance Agency Inc. CA Lic 0645355 5075 Shoreham Place, Suite 100 San Diego, CA 92122 CONTACT NAME:PHONE FAX ABC.No, Ext): E-MAIL ADDRESS: INSURER(S) AFFORDING COVE RAGE NAICN Michael Rubin INSURER A: American States Ins Co 19704 INSURED Country City Towing, Inc. INSURERB:Rockhill Insurance Company 28053 110 E Commercial St Anaheim, CA 92801 INSURER C: Insurance Company of the West 27847 MED EXP (Any one person) $ 18,88 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 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. WSR rypE OF INSURANCE ADDLSUER POLICY EFF POLICY EXP LTR POLICY NUMBER MM/DD/YYYY MWDD/YYYY UNITS GENERALLMSILITY AUTHORIZED REPRESENTATIVE I ' ` / EACH OCCURRENCE $ 1,000,06 A X COMMERCIAL GENERAL LIABILITY CUCLAIMS -MADE [XI OCCUR Y 01 Cl 88076710 0410112017 0410112018 DAMAGE T6 RENTEDPREMISES Eaeccunence)_ $ 1,000,00 MED EXP (Any one person) $ 18,88 PERSONAL B ADV INJURY $ 1,000,00 GENERALAGGREGATE $ 2,000,00 PRODUCTS - COMPIOP AGG $ 2,000,00 GEN'L AGGREGATE LIMIT APPLIES PER'. POLICY PRO LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,00 Ea accident) $ BODILY INJURY (Per Person) S A ANY AUTO Y 01 Cl 88076710 04/0112017 04101/2018 ALL OWNED SCHEDULED AUTOS X AUTOS X HIRED AUTOS X AUTOSED BODILY INJURY (Per accident $ _ PER ACCIDENT)AGE $ X UMBRELLA UAB i( OCCUR EACH OCCURRENCE $ 4,000,00 AGGREGATE $ 4,000,00 B EXCESS LIAB CLAIMS -MADE FF016283-01 04/0112017 04/0112018 DED X RETENTION$ Nil $ C WORKERS COMPENSATION ANDEMPLOVERSLNBIUTY ANY PROPMETOWPARTNER/EXECUTIVE Y/N OFFICERIMEMBER EXCLUDE09 (Mandatory in NH) N I A WSD503326301 04/0112017 04/01/2018 X WC STATU- OTH- TORY LIMITS ER EL EACH ACCIDENT $ 1,000,00 E. L. DISEASE - EA EMPLOYEE $ 1,000,00 If yes, describe under DESCRIPTION OF OPERATIONS below EL DISEASE -POLICY LIMIT $ 1,000,00 A GKLL 01 Cl 880767 10 04101/2017 1 04101/2018 Ded $500 600,0010 A On-Hook/Cargo 01 Cl 880767 10 0410112017 04101/2018 Ded $1000 600,00 DESCRIPTION OF OPERATIONS I LOCATIONS /VEHICLES IANach ACORD 181, Additional Remarks Schedule, if more space is required) City of Seal Beach, its directors, officials, officers, employees, agents and volunteers are named as additional insured with respects to general and auto liability of the named insured. Blanket general liability additional insured and primary and non-contributory wording included by written contract per form CG7635(0207) attached. Blanket auto liability CERTIFICATE HOLDER CANCELLATION CITY085 City of Seal Beach Attn: City Clerk SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 211 8th St Seal Beach, CA 90740 AUTHORIZED REPRESENTATIVE I ' ` / ACORD 25 (2010105) ©1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Exhibit B Seal Beach Police Tow Rates 2-26-18 SERVICE FEE TOWING Class A $175.00 Class B or Flatbed $190.00 Class C (Per Hour) $270.00 Class D (Per Hour) $325.00 Dolly, Go -Jacks or Linkage $60.00 Rollover or Winching $130.00 Clean-up Fee $60.00 Hazmat Fee (per 5 gallon bucket) $115.00 STORAGE Class A - Outside $45.00 Class A - Inside $50.00 Class B - Outside $50.00 Class B - Inside $55.00 Class C or D - Outside $55.00 Class C or D - Inside $60.00 After Hours Release 50% of the Tow Fee Minimum Service Call or Drop Fee 50% of the Tow Fee Lien Sale As authorized by State Ma CITY OF SEAL BEACH ACKNOWLEDGEMENT OF WORKERS COMPENSATION INSURANCE FORM Business Name COUNTRY CITY TOWING, Inc Business A..ress 13642 a Iton Ave. Westroinster My signature on this form acknowledges I understand that under California Law, I am required .to-carry..workers'_com pensation -ins urance_for. my_emplayeesat-al l -ti mes.- I further understand that my failure to have the appropriate coverage will subject me to civil penalties of $10,000 per employee who is not covered by workers' compensation AND criminal penalties of up to one year in jail and/or a fine of up to 510,000. I know that even if I don't have employees right now, I will be required to get workers' .compensation.coverage-as_soon.asl. have_one_or_ more-pmpla"Pas.. Name Jay Van Arsdalee /I Title President Signature Date 3-1-2018