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AGMT - B & B Nurseries Inc (Gum Grove Park Tree Installation)
AMENDMENT NO. 'I PROFESSIONAL SERVICES AGREEMENT B & B Nurseries, Inc. for Procurement and Installation of Five Coastal Oak Trees between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 0 B & B Nurseries, Inc. 9505 Cleveland Avenue Riverside, CA 92503 (951 ) 352-8383 This Amendment No. 1, dated November 8, 2021, amends that certain agreement ("Agreement°} dated June 22, 2020, by and between the City of Seai Beach ('City'), a California charter city, and B & B Nurseries, Inc. CConsultanf), a California corporation. RECITALS A Effective June 22, 2020, City and Consultant entered into an Agreement for Consultant; for the procurement and installation of hive (5) 964nch box Costal Oafs trees (Project) in Gum Grove Nature Park (Project) pursuant to City Council Resolution 7045. B. Postponement of the Project was required due to the California Coastal Commission (CCC) imposing additional Coastal Development Permit (CDP) requirements on the Project just prior to the initially planned Project start date. C. The final CDP requires revisions of the Project's scope of work because the CDP allows only one (1) of the 5 Coastal Oak trees to be procured and installed and requires the remaining 96 -inch box size with the other four Costal Oak trees to be downsized to 60 -inch box trees, also resulting in a reduction in cost. Q The City has now secured the final CDP issued by the CCC allowing the Project to proceed. E City and Consultant wish to amend the Agreement to extend the term of the Agreement to April 1, 2022, In order for Consultant to complete the necessary services associated with the Project's revised scope of work and, and decreased compensation. 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 fbilows: Section 1. Subsections 1.1 and 1.2 of Section 1.0 (Scope of Work) are hereby amended to read as follows, with the other subsections to remain unchanged: " 1.1 ' Contractor shall provide the tasks, services and other work (collectively Work") for completion of the Project, as set forth in the attached Exhibit °A" (Solicitation for Vendor Quotes dated December 12, 2019), and Exhibit "B-1" (B&B Nurseries, Inc. - proposal). 1.2 The complete agreement between the Parties includes this Agreement and Exhibit "A", Exhibit B, and Exhibit "B-1", attached hereto, which are hereby incorporated by this reference. The specific terms and conditions of this Agreement shall control and have precedence over any contradictory or inconsistent terms and conditions included in _Exhibits OR and "B-1", and this Agreement shall be controlling in questions of interpretation." Section 2. Section 2.0 (Term) of the Agreement is hereby amended in its entirety to read as follows: "2.0 Terre L �J 2.9 The term of this Agreement shall commence as of the Effective date and shalt expire midnight on April 1, 2022, unless previously terminated as provided by this Agreement or extended by the City Manager with 30 days' prior notice." Section 3. Section 3.0 (Contractors Compensation) of the Agreement is hereby amended in its entirety to read as follows: "3.0 Contractor Compensation For performing and completing the Work in accordance with this, Agreement, City will pay Contractor in accordance with the cost proposal shown on the fee schedule set forth In Exhibit "6-1" for Services, but in no event will the City pay more than $43,706.69 Said sum shall consttiute payment In full for all Work performed hereunder, including, without limitation, all labor, materials, equipment, tools and services used or incorporated in the Worst, supervision, administration, overhead, expenses, and any and all other things required, fumished or incurred for completion of the Work as specified in this Agreement. Contractor will not be compensated for any work performed not specified in the Scope of Work as defined to this Agreement unless the City authormes such additional work in advance and in writing. Payment for additional work In excess of the City Manager's contracting authority requires prior City Council authorization. Any additional work authorized by the City pursuant to this Section will be compensated in accordance with the billing rates set forth in Exhibit B-1." Section 4. Section 14.0 (Safety Requirements) of the Agreement is hereby revised to require the Consultant to comply with all applicable COViD49 public health regulations and industry safety orders, to read as follows: 094.0 SaNy Requirements All work and other Services performed under this Agreement shall be performed in such a manner as to provide safety to the public and to meet or exceed the safety standards outlined by CAL OSi-lA and other applicable local, state and federal laws, industry safety orders and/or health orders. Consultants obligations shall Include but are not iimited to, the requirement to comply with all applicable COVID-99 social distancing requirements, daily monitoring and rvec ordlceeping requirements when Consultant's employees come onsite, and other applicable provisions of any applicable industry safety standards and/or health orders issued by the County of Orange, City of Seal Beach, and/or any other federal, state or local agency with jurisdiction over the City and/or Consultant, during Consultant's performance of the Project. The City may issue restraint or cease and desist orders to Consultant when unsafe or harmful acts are observed or reported relative to the performance of the Services. Consultant shall maintain the work sties free of hazards to persons and property resulting from its operations. Consultant shall immediately report to the City any hazardous condition noted by Consultant." Section 5. Section 30.0 (Non -Appropriation of Funds) is hereby added to the Agreement to read as follows: "30.0 Non -Appropriation of Funds. Payments to be made to Consultant by City for any Senrices perbmmed within the current fiscal year are within the current fiscal budget and within an available, unexhausted fund. In the event that City does not appropriate sufficient funds for payment of Consultants Services beyond the current fiscal year, this Agreement shall cover payment for Consultant's Services only to the conclusion of the last fiscal year In which City appropriates sufficient finds and shall automatically terminate at the conclusion of such;fiscal year. Section 6. All references to the tern "Agreement' throughout Sections 1.0 through 29.0, inclusive, of the Agreement are hereby modified to include the Agreement dated June 22, 2020, and this Amendment No. 1, dated October 11, 2021, as Wall of those terms are fully set forth therein. Section 7. Except as expressly modified or supplemented by this Amendment No. 1, all other provisions of the Agreement shall remain unaltered and to full force and et%ct in the event of a conflict between Exhibit W, Exhibit B, and Exhibit 013-1", the provisions of this Amendment No.1 and the provisions of the Agreement; the provisions of this Amendment No.1 shall control. Section 8. The persons executing this Amendment No. 1 on behalf of Consultant each warrant that he or she is duly authorized to execute this Amendment No. 1 on behalf of said Party and that by his or her execution, Consultant is formally bound to the provisions of this Amendment No. 1. 51 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 5 CONSULTANT: B. & B. Nurseri . , Inc., a California rporati By /3n,t-et-7— Ait�5i/J11-� 19U. -ems A -e•0-4,'77-2 (Please note, two signatures required for corporations under Corp. Code §313, unless corporate documents authorize only one person to sign this Agreement on behaff of the corporation.) Proposal / Contract EXHIBIT B--1 The Landsape center of www.dt7putrseries.eerir 9505 Cleveland Ave same FatS (9St)352-3655 Rtvcr ideCA92503 Russ Phone (951)352-5383 Stale ContractorsLic 11553561 DIRo10DO00409I •mesas Tile ■ai�llt��ltali��w � e l l d !` r J�bLocatfon: Oak Grove Pant Oak Tree Proposal Pronasat iubrrtJited 10: heat Name: Gum Grove Park Ce Customer Fax City of Sal Beach 211 Eighth Strait Seal Beck, CA 90710 Acte Joseph TalancCellPhone ti Cresent View and Avalon Dnve Seal Beach, CA Contac E -trail Customer Contact Date 5132021 c;::--etnt 11 771928 Bid No Terms On Completion Qty Job Otssertpdan - Price Each' Total OAK TREE PROPOSAL FURNISH AND DF.LIVERTHE FOLLOWING ~� I % Box Qucrcus agtfolts LB 8,6.500 8,625111 l Sales Tax c@ 8 75% 7546973 754 69 1 Freight Charge 35000 35009 4 QuctcusagnftilixLB60'Bay. 3,62Q00 1048000 4 Sales Tay. 8 75'.22925 91700 1 _@ Freight Charge 70000 7D0 00 INSTALL THE FOLLOWING TREES IN I MOBILIZATION I Install 96' Hoy. Quenu agnfulia Price includes hand =c:s-. ung tree ptannng pit to apprncimatcfy 12' 7.4750(l _1751x1 greater dun the rantull nae an all sales and installation of tree in location utilizing on site native sod as badfill with 121 4'perfomtcd pipe inspection tubes No final imgn m work is included Guying of tree u not included, 3 Install 60' Box Quercus agn Foltz Price includes hand excavaung uce planting pit to approximately 12- 215000 SAM 00 grata than the roothatl stye and insialluaon of vee to location uultnng on ate native sod as backfill with ) I) 4' peforatod pipe mspcenon tuba Nb firtal it ngation work is inrluded Guying of vee is not included I Soil Arrnttment fur the backfill o1`5 acct, as needed 1.20000 1.20000 I Rebuild slope and ramp at envy to pre-existing condition 1,62500 1,625 fill I Install an above ground batrey operated temporary ungation system to the 5 installed trees uulinng a PW 2.9m fW 298000 provided by the CI IV of Seal Beach at die site CONDITIONS laclutcs State pimading stages and certified payrolls The Landsope Center is an open shop contractor and non-stgnatory.to any labor agrc=cnts This proposal is based an non-union labor and nun -union equipment No banding to be famished Prior to commetcc=cnt ofwoik, ptelitanary ptnjca information is required Site is to be rctdtly accessible in wurkmrn with hand sail., and sem-truck`trriter in lower psrkeng ua Plaoamem of tree will be with a 275 Ton Crane In fowc parking Bret at base of slope No Retention to be hctd We praposc urperforn the above work in accardance with the drawings and spcefications submntred and cumplcmd in a workmanlike manner according to the standard practices fix the sura See above plass applicable taxa With payments to be tante as follows progrru completion 100%yao rctetuon to lac held Any alteauoas or tcviation from the above specifications involving c ara costs will be made only upon written agr«ment. and will become an two charge over and above the estimate All agreements are contingent awn strikes, accidents cr delays beyond our control You are to carry fire, tomato and other necessary insurance upon the above work Our workers arc Billy covered by 1Vorkmcn's Cumpensauon and Public Liabihry Insurance Overdue accounu will be charged at she rate of 15 1%per month In the event m bm ecoes necessary ret enfNrce thts agrecmrni try litigation the prevailing party shall be entitled to cutin casts, attorney and collection fees Authorized Smtrasutc Dillon RcynuIds. Extriatrtawr Datc i12021 Acccptanca nfpmposal The above pitta, specifications and conditions arc satisfactory and are herehy accepted You are atuhunzed to do the work as specified Payment urdi be made as calmed above It is understood and agreed that this is work out provided fur any other agreement and no =tracnul rights arise unul slits proposal is Acteepted in writing Accepted by Signature Print name Date Page 1 Thu bid is toad fur 60 days Gam proposal date. Contraeton are recloired by law m be Ikccnw d and regulated by the Cuairarson Sute Lirase lsaard. Any questions concerning a contractor may be referred to the registrar of the board whose nddreu Is: Coatractori State Cheaie Board P.O. Bat 260110. 41135 Guethe Rd.. Sacramento. CA 45116 You as owner ur tenant have the right to rcqulreshe contractor to have a prrformanteand paymeor hand. Proposal / Contract LX H I B 1-i- B-1 The Landscape Center is wow tienursenes tom 9505CicweladAve iii// Fax 1951)352-3655 IltvasideCA92503 illiii• Phone aX 19511352-8383 State Contractartlsc x353561 iiflf0iii The JOLomflon: Gtari Park Dilfa 1000004091 I'll ll(ISeilpC Center �i a73ufimlrred fi: Pmvc Oak Tree tapasai Tree ProJtcs Name: City ofsesl Batdi Cres=t View and Avalon Drive 211 Eighth Street Gum Grove Park Sctl Beach- CA Contact E -mad Seat Beach, CA 90740 Alin Joseph Talaricn Cell Phone Customer Fax Customer Contact Elate 513!2021 Document # 771928 Bid No. Terms M Completion Qty Job Description Price Each Total Pricing Is based on performing a0 work to be done ohuing normal weekday Monday -Friday) daylight wording hours. Am work to be perfmmed outside normal working hours will be charged an addtuonal premium. All ncccsuuy permits furnished by others if this proposal is not used as the sole contract between The Landscape Center and the customer, then it is to be made pan ofdne con= agreement issued by customer Traffic control, if tequrred, to be provided by others and is not included in this proposal Metered water connection in be supplied within I00' Inspection Tube included in price This proposal does not include arty a9ararc, maimenance or guarantee These items can be pmvidd with an addiu mal momhiy trudatcarmcc cost This proposal does not include any irrigation utuallation to the trier [doss apuon is selected Tree buses, blocks, beams, ere is to remain proper[} of The landscape Center This proposal is basal on performing the work in I continuous operation and uzludcs I molndtaIItion of etas and cquipment to and from the site. Any additional mobilizations to the site will bean additional 57.500. Layout and staking is to be provided by others Although TLC takes every necess ally preaution, we cannot be responsible for damage to Wndscirm liatdsrape a unmarked utilities includes trash 1k debris generated frum scope ufwork to be removed from site Arty unfareseeo underground obstacles that cause delays aaliatssc ofmldidonal equipment not normally tssd in the scope of wort: will ire considered extra wnrk All demo and removal work adJaoamt to the trees to be installed is to be performed prior to start of tree mstallaoon operations This is to be performed by others and is not included in this proposal Pricing based on all c=vadon perform cd by hand e¢avattitm. Quantities and ower heights are subject to availability when order is placed Expmt ofsnil geaerated from tour excavation is not included in this proposal Pncmg is based on spresdmg c=vatcd spoils on site We propose to perform the above work in accordance with the drawings and spcnficauuns submitted and cranptaed.in a worlanaidike manner accadrng to cite standard practices for the sum See above plus applicable taxes With payments to be made asfollows progru completion lws no retention robe held Any altcraturns m deviation from the above speciftcatiaa involing extra costs will be made only upon ,Anidei al;c=cnt. and will become an extra dwV over and above the estimate All ag eci chis arc contingent upon strikes, accidents or delays beyond our control Yat arc to carry• fire, trimsdo and other necessay insmanec upon the above wool. Out workers arc fully coveted by WnTkmcn-s Compensation and Public Liability Insurance Dvcrdue accounts will be charged at the rate of 15 %per month in the ace it becomes ncccxwy to enforce this 41gctanmt by litigation. the ptcvaittng parry shalt be entitled to mon costs, anumey and collecoom fee ,%utho d cd Sg,=nue Authorized signature DillortHquiilds.Esumator Datc Acccp=cc ofprtr wW The above prices• specifications and conditions arc satisfactory and arc hereby accepted you are authonrd to do the work as specified Payment aril be made as outlined above It is undcrstoal and agreed that this is work not provided for any other agreement and no contractual rights arise until this proposal is accepted in wnung Acxepted try' Signature Print name Date Page 2 Subtotal S43,706611 Sales Tax (0.0%1 soar Total S41,70669 This hid is load 14,-60 days rrom proposal dare. Cooirorian are required bylaw to be lirensed and regulated by theCmiesaws Stale l.trcase Board Any questions cnscaraia2 a caalrrctor may be referred to the registrar of the beard whose address ie Coatrmacre State Nicest Board PM Box 26MCk MIS C«the Rd- Saaanraoa. CA 95M You in owner or tenant have Ike rixht to requirribe contractor to have pert.rmance and payment bond. ' RESOLUTION 7277 A RESOLUTION OF THE SEAL BEACH CIN COUNCIL APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTE AMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES AGREEMENT WITH B & B NURSERIES, INC. WHEREAS, on June 22, 2020, the City Council approved a Professional Services Agreement (PSA) with B & B Nurseries, Inc. for the procurement and installation of five (5) 96 -inch box Coastal Oak trees for a total not -to -exceed amount of $68,499; and, WHEREAS, the five (5) Coastal Oak trees were purchased to add a new grove of Coastal Oak trees to Gum Grove Park; and, WHEREAS, postponement of the project was required due to the California Coastal Commission (CCC) imposing additional Coastal Development Permit (CDP) requirements just prior to the initially planned project start date; and, WHEREAS, whereas the CCC recently issued the final CDP, allowing the project to proceed; and, WHEREAS, the final CDP requires modification of the project's scope of work given that the final CDP allows only one (1) of the five (5) 96 -inch box Coastal Oak trees to be installed, and requires the remaining four (4) Coastal Oak trees to be downsized to 60 -inch box trees; and, WHEREAS, the City and B & B Nurseries, Inc. desire to extend the Agreement term and revise the scope of work with a reduced final compensation of $43,706.69. NOW, THEREFORE, THE SEAL BEACH CITY COUNCIL DOES HEREBY RESOLVE: Section 1. Budget Amendment BA 22-05-02 is hereby approved, as follows: Revised/ Adopted Proposed Budget Description Account Budget Budget Amendment Tree Replacement 103-500-0249-47409 $ 0 $ 43,707 $ 43,707 Section 2. The City Council hereby approves Amendment No. 1 to the Agreement with B & B Nurseries, Inc. extending the Agreement term to April 1, 2022, and revising the scope of work with a reduced final compensation in the total not -to -exceed amount of $43,706.69. Section 3. The City Council hereby authorizes and directs the City Manager to execute Amendment No. 1. PASSED, APPROVED and ADOPTED by the Seal Beach City Council at a regular meeting held on the 8t" day of November, 2021 by the following vote: AYES: Council Members: Kalmick, Massa-Lavitt, Moore, Sustarsic, Varipapa NOES: Council Members: None ABSENT: Council Members: None ABSTAIN: Council Members: None STATE OF CALIFORNIA } COUNTY OF ORANGE } SS CITY OF SEAL BEACH } '+Kwnw;� Joe Imick, Mayor I, Gloria D. Harper, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution 7217 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a. regular meeting held on the 8t" day of November, 2021. affl M ,..drper, City Clerk 1 1 AGREEMENT FOR GUM GROVE PARK TREE INSTALLATION between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 B & B Nurseries, Inc. 9505 Cleveland Ave. Riverside, CA 92503 951-352-8383 This Agreement for Gum Grove Park Tree Installation ("the Agreement") is made as of June 22, 2020 (the "Effective Date"), by and between B & B Nurseries, Inc., a Corporation ("Contractor"), and the City of Seal Beach ("Cit)(), a California charter city, (collectively, "the Parties"). 1 of 14 RECITALS A. City desires to purchase and install five (5) specimen Oak Trees for Gum Grove Park at said locations (collectively "the Project"). B. Pursuant to the authority provided by its City Charter and Chapter 3.20 of the Seal Beach Municipal Code, the City solicited bids from vendors experienced in the work needed to carry out the Project. C. Contractor submitted bid for Project and the City determined that the Contractor was a Sole Source. D. City desires to engage Contractor to carry out the Project in the manner set forth herein and more fully described in Section 1. E. Contractor represents that its principal members and employees are fully qualified and able to carry out the Project contemplated by this Agreement in a good and professional manner; and it desires to perform the Project as provided herein. 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 Work 1.1. Contractor shall provide the tasks, services and other work (collectively "Work") for completion of the Project, as set forth in the attached Exhibit "A° (Solicitation for Vendor Quotes dated December 12, 2019), and Exhibit "B" (B & B Nurseries, Inc., Proposal). 1.2. The complete agreement between the Parties includes this Agreement and Exhibit "A° and Exhibit "B", attached hereto, which are hereby incorporated by this reference. The specific terms and conditions of this Agreement shall control and have precedence over any contradictory or inconsistent terms and conditions included in Exhibits "A" and "B", and this Agreement shall be controlling in questions of interpretation. 1.3. Contractor shall perform and complete all Work under this Agreement on a timely, regular basis and in a good and workmanlike manner reasonably satisfactory to the City. 1.4. In performing this Agreement, Contractor shall comply with all applicable provisions of federal, State, and local law. 2of14 1.5. As a material inducement to City to enter into this Agreement, Contractor hereby represents that it has the experience necessary to undertake the Work to be provided. In light of such status and experience, Contractor hereby covenants that it shall follow the customary professional standards in performing all Work. 1.6. By executing this Agreement, Contractor represents that, to the extent required by the standard of practice, Contractor (a) has investigated and considered the scope of Work to be performed, (b) has carefully considered how the Work should be performed, and (c) understands the facilities, difficulties and restrictions attending performance of the Work under this Agreement. 2.0 Term The term of this Agreement shall be for about three (3) months, and shall commence as of 12:01 a.m. on June 11, 2020 and shall terminate at midnight on September 11, 2020, unless previously terminated as provided by this Agreement. 3.0 Contractor's Compensation For performing and completing the Work in accordance with this Agreement, City will pay Contractor in accordance with the cost proposal shown on the fee schedule set forth in Exhibit "B" for Services, but in no event will the City pay more than $68,498.45. Said sum shall constitute payment in full for all Work performed hereunder, including, without limitation, all labor, materials, equipment, tools and services used or incorporated in the Work, supervision, administration, overhead, expenses, and any and all other things required, furnished or incurred for completion of the Work as specified in this Agreement. Contractor will not be compensated for any work performed not specified in the Scope of Work as defined in this Agreement unless the City authorizes such additional work in advance and in writing. Payment for additional work in excess of the City Manager's contracting authority requires prior City Council authorization. Any additional work authorized by the City pursuant to this Section will be compensated in accordance with the billing rates set forth in Exhibit B. 4.0 Method of Payment Contractor shall submit to City monthly invoices for all Work rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end of the month during which the Work was performed and shall describe in detail the Work rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the Work performed for each day in the period. City will pay Contractor all undisputed fees within 30 days of receiving Contractor's invoice. City will not withhold any applicable federal or state payroll taxes or other required taxes or other authorized deductions from payments made to Contractor for Work performed under this Agreement. 3of14 5.0 Termination 5.1. This Agreement may be terminated by City, without cause, or by Contractor based on reasonable cause, upon giving the other party written notice thereof not less than thirty (30) days prior to the date of termination. 5.2. Notwithstanding Subsection 5.1, this Agreement may be terminated by City upon 10 days' notice to Contractor if Contractor fails to provide satisfactory evidence of renewal or replacement of any insurance policy required by this Agreement at least 30 days before the expiration date of the previous policy(ies). 5.3. Notice of termination shall be given in accordance with Section 7.0. 6.0 Party Representatives 6.1. The Director of Public Works is the City's representative for purposes of this Agreement. 6.2. Mark A Barrett, President, is Contractor's representative for purposes of this Agreement. Contractor may not change its representative without the prior written approval of City, which approval shall not be unreasonably withheld. 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 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 Contractor: B & B Nurseries, Inc. 9505 Cleveland Ave. Riverside, California 92503 Attn: Mark A Barrett, President 7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 8.0 Personnel Contractor has or shall secure, at its own expense, all personnel required to perform all Work under this Agreement. Any person who performs any of the Work 4of14 shall possess the qualifications, permits, and licenses required by State and local law to perform such Work. 9.0 Independent Contractor 9.1. Contractor is and shall at all times remain an independent contractor and not an employee of the City, and neither Contractor or any of its principals, directors, officers or employees are entitled to participate in any wages, salaries, pension plan, insurance, bonus or similar benefits that City provides for its employees. All Work provided pursuant to this Agreement shall be performed by Contractor or under its exclusive supervision, direction and control. Contractor will determine the means, methods, and details of performing the Work. Contractor shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Work and compliance with the customary professional standards. 9.2. Any personnel of Contractor performing Work under this Agreement on behalf of Contractor shall also not be employees or agents of City and shall at all times be under Contractor's exclusive supervision, direction and control. Contractor shall pay all wages, salaries, and other amounts due its personnel in connection with their performance of Work under this Agreement and as required by law. Contractor shall be responsible for all reports, withholdings, deductions and other obligations respecting such personnel, including, but not limited to: Social Security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 9.3. To the fullest extent permitted by law, Contractor shall defend (with legal counsel acceptable to City), indemnify and hold harmless City and its elected and appointed officials, officers, employees, attorneys, agents, servants, designated volunteers, those City 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 or caused by Contractor's personnel practices or any negligent or willful act or omission of Contractor related to or arising out of this Section 9.0. In addition to any other remedies under this Agreement or law, City shall have the right to offset against the amount of any fees due to Contractor under this Agreement any amount due to City from Contractor as a result of Contractor's failure or refusal to promptly defend, indemnify and pay to City any defense costs, reimbursement or indemnification arising under this Section 9.0. Contractor's defense and indemnification obligations under this Section are in addition to Contractor's defense and indemnification obligations of Section 14.0. 10.0 Subcontractors No portion of this Agreement shall be subcontracted without the prior written approval of City. Contractor is fully responsible to City for the performance of any and all subcontractors. 5of14 11.0 Assignment Contractor 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. 12.0 Inspection and Audit of Records Contractor shall maintain complete and accurate records with respect to all Work and other matters covered under this Agreement, including but expressly not limited to, all Work performed, salaries, wages, invoices, time cards, cost control sheets, costs, expenses, receipts and other records with respect to this Agreement. Contractor shall maintain adequate records on the Work provided in sufficient detail to permit an evaluation of all Work in connection therewith. All such records shall be clearly identified and readily accessible. At all times during regular business hours, Contractor shall provide City with free access to such records, and the right to examine and audit the same and to make copies and transcripts as City deems necessary, and shall allow inspection of all program data, information, documents, proceedings .and activities and all other matters related to the performance of the Work under this Agreement. Contractor shall retain all financial and program service records and all other records related to the Work and performance of this Agreement for at least three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. City's rights under this Section 12.0 shall survive for three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. 13.0 Insurance 13.1. Liability Insurance. Contractor shall procure and maintain in full force and effect for the duration of this Agreement insurance against claims for bodily injury, death, personal injury, property damage and professional negligence which may arise from or in connection with the performance of the Work hereunder by Contractor, and its directors, officers, employees, agents, representatives, and subcontractors. 13.2. Minimum Scope of Insurance. Unless otherwise approved by City, coverage shall be at least as broad as: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto). Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. 6of14 than: 13.3. Minimum Limits of Insurance. Contractor shall maintain limits no less General Liability: $2,000,000 per occurrence and in the aggregate for bodily injury, death, personal injury and property damage. Commercial General Liability Insurance or other form with a general aggregate limit shall apply separately to this Agreement or the general limit shall be twice the required occurrence limit. Automobile Liability: $1,000,000 per accident for bodily injury and property damage. Employer's Liability: $1,000,000 per accident and in the aggregate for bodily injury or disease; and Workers' Compensation Insurance in the amount required by law. Professional Liability (or Errors and Omissions Insurance): $1,000,000 per claim/aggregate. 13.4. Deductibles and Self -Insured Retentions. Contractor shall inform City of any deductibles or self-insured retentions except with respect to professional liability insurance. 13.5. Other Insurance Provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: 13.5.1. City, its elected and appointed officers, officials, employees, servants, attorneys, agents, designated volunteers, and those City agents serving as independent contractors in the role of City officials, shall be covered as additional insureds as respects: liability arising out of activities performed by or on behalf of Contractor; products and completed operations of Contractor; premises owned, occupied or used by Contractor; or automobiles owned, leased, hired or borrowed by Contractor. The coverage shall contain no limitations on the scope of protection afforded to City, its elected and appointed officers, officials, employees, servants, attorneys, agents, designated volunteers, and those City agents serving as independent contractors in the role of City officials which are not also limitations applicable to the named insured. 13.5.2. For any claims related to this Agreement, Contractor's insurance coverage shall be primary insurance as respects City, its elected and appointed officers, officials, employees, servants, attorneys, agents, designated volunteers, and those City agents serving as independent contractors in the role of City officials. Any insurance or self-insurance maintained by City, its elected and appointed officers, officials, employees, servants, attorneys, agents, designated volunteers, and those City agents serving as independent contractors in the role of City officials shall be excess of Contractor's insurance and shall not contribute with it. 7of14 13.5.3. Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 13.5.4. Each insurance policy required by this Agreement shall be endorsed to state that 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 City, or 10 days' prior written notice by express overnight mail if cancellation is due to nonpayment of premiums. 13.5.5. Each insurance policy, except for the professional liability policy (or errors and omissions policy), required by this Agreement shall expressly waive the insurer's right of subrogation against City and its elected and appointed officials, officers, employees, servants, agents, attorneys, designated volunteers, those City agents serving as independent contractors in the role of City officials. 13.6. Acceatability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VIII unless waived in writing by City's Risk Manager. 13.7. Verification of Coverage. All insurance coverages shall be confirmed by execution of endorsements on forms approved by City. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by City before Work commence. As an alternative to City forms, Contractor's insurer may provide complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications. 14.0 Indemnification, Hold Harmless, and Duty to Defend 14.1. Indemnification for Professional Services. To the fullest extent permitted by law, Contractor shall, at its sole cost and expense, protect, defend, hold harmless and indemnify the City, its elected and appointed officials, officers, attorneys, employees, agents, servants, designated volunteers, successors, assigns, and those City agents serving as independent contractors in. the role of City officials (collectively "Indemnitees" in this Section 14.0), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, liens, and losses of any nature whatsoever, including reasonable fees of accountants, attorneys and other professionals, and all costs associated therewith (collectively "Claims"), to the extent they arise out of, pertain to, or relate to, in whole or in part, the negligence, recklessness or willful misconduct of Contractor, and/or its officers, directors, employees, agents, servants, subcontractors, contractors or their officers, agents, employees or servants (or any entity or individual that Contractor shall bear the legal liability thereof) in the performance of professional services under this Agreement. Contractor shall defend the Indemnitees in any action or actions filed in connection with any Claims with counsel of the Indemnitees' choice, and shall pay all 8of14 costs and expenses, including all attorneys' fees and experts' costs actually incurred in connection with such defense. Contractor shall reimburse the Indemnitees for any and all legal expenses and costs incurred by the Indemnitees in connection therewith. 14.2. Other Indemnities. Other than in the performance of professional services (as provided in Subsection 14.1), and to the fullest extent permitted by law, Contractor shall, at its own cost and expense, defend, hold harmless and indemnify the Indemnitees (as defined in Subsection 14.1) from and against any and all damages, claims, demands, causes of action, proceedings, judgments, injuries, liabilities, losses, liens, penalties, costs, and expenses, in law or equity, of any nature whatsoever, including but not limited to fees and costs of accountants, attorneys and other professionals, and all fees, costs and expenses associated therewith, and the payment of all consequential damages (collectively "Damages") in law or in equity, whether actual, alleged or threatened, including but not limited to, Damages relating to death or injury to any person and injury to any property, which arise out of, pertain to, or relate to the acts or omissions of Contractor or any of its officers, directors, employees, subcontractors, materialmen, suppliers, contractors, or agents, or their officers, agents, servants or employees (or any entity or individual that Contractor shall bear the legal liability thereof) in the performance of this Agreement, except for (i) Damages arising from the Indemnitees' sole negligence or willful misconduct to the limited extent that the Agreement is subject to Civil Code Section 2782(a), and (ii) Damages arising from the City's active negligence to the limited extent that the Agreement is subject to Civil Code Section 2782(b), provided such sole negligence, willful misconduct, or active negligence is determined by final arbitration or court decision of competent jurisdiction or by the agreement of the parties. Contractor shall defend Indemnitees in any action or actions filed in connection with any such Damages with counsel of City's choice, and shall pay all costs and expenses, including but not limited to all attorneys' fees and experts' costs actually incurred in connection therewith. Contractor's duty to defend pursuant to this Subsection 14.2 shall apply independent of any prior, concurrent or subsequent misconduct, negligent acts, errors or omissions of Indemnitees. 14.3. Contractor's defense, hold harmless and indemnification obligations under this Section 14.0 or any other provisions of this Agreement shall not be restricted to insurance proceeds, if any, received by Contractor, the City or any of the other Indemnitees as defined in Subsection 14.1. 14.4. All duties and other covenants of Contractor under this Section 14.0 shall survive termination of this Agreement. 15.0 Conflict of Interest 15.1. Contractor covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Work, or which would conflict in any manner with the performance of the Work. Contractor further covenants that, in performance of this Agreement, no person having any such interest shall be employed by 'it. Furthermore, Contractor shall avoid the appearance of having any 9of14 interest, which would conflict in any manner with the performance of the Work. Contractor shall not accept any employment or representation during the term of this Agreement which is or may likely make Contractor "financially interested" (as provided in California Government Code §§ 1090 and 87100) in any decision made by City on any matter in connection with which Contractor has been retained. 15.2. Contractor further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Contractor, to solicit or obtain this Agreement. Nor has Contractor paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Contractor, 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 Contractor hereunder the full amount or value of any such fee, commission, percentage or gift. 15.3. Contractor warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, noncontractual, financial, proprietary, or otherwise, in this transaction or in the business of Contractor, and that if any such interest comes to the knowledge of Contractor at any time during the term of this Agreement, Contractor 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. 16.0 Suspension City may, in writing, order Contractor to suspend all or any part of the Work for the convenience of the City or for work stoppages beyond the control of City or Contractor. A suspension of the Work does not void or terminate this Agreement. 17.0 Equal Opportunity Contractor affirmatively represents that it is an equal opportunity employer. Contractor shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, disability, 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. 18.0 Safety Requirements All Work performed under this Agreement shall be performed in such a manner as to provide safety to the public and to meet or exceed the safety standards outlined by CAL OSHA. City may issue restraint or cease and desist orders to Contractor, when unsafe or harmful acts are observed or reported relative to the performance of the work. Contractor shall maintain the work sites free of hazards to persons and property 10 of 14 resulting from its operations. Contractor shall immediately report to City any hazardous condition noted by Contractor. 19.0 Labor Code Compliance Certification [Labor Code Sections 1720, 1773.8, 1775, 1776, 1777.5, 1813, 1860, 1861, 37001 19.1. Contractor acknowledges that this contract is subject to the provisions of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code relating to public works and the City and agrees to be bound by all the provisions thereof as though set forth in full herein. 19.2. Contractor agrees to comply with the provisions of California Labor Code Section 1773.8 which requires the payment of travel and subsistence payments to each worker needed to execute the work to the extent required by law. 19.3. Contractor agrees to comply with the provisions of California Labor Code Sections 1771, 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. Contractor shall, as a penalty to City, forfeit not more than two -hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the California Director of Industrial Relations (see http://www.dir.ca.gov/0PRUDPreWageDetermination.htm) for the work or craft in which the worker is employed for any public work done under the contract by Contractor or by any subcontractor. 19.4. Contractor agrees to comply with the provisions of California Labor Code Section 1776 which, among other things, require Contractor and each subcontractor to (1) keep accurate payroll records, (2) certify and make such payroll records available for inspection as provided by Section 1776, and (3) inform City of the location of the records. Contractor is responsible for compliance with Section 1776 by itself and all of its subcontractors. 19.5. Contractor agrees to comply with the provisions of California Labor Code Section 1777.5 concerning the employment of apprentices on public works projects, and further agrees that Contractor is responsible for compliance with Section 1777.5 by itself and all of its subcontractors. 19.6. Contractor agrees to comply with the provisions of California Labor Code Section 1813 concerning penalties for workers who work excess hours. Contractor shall, as a penalty to City, forfeit twenty-five dollars ($25) for each worker employed in the execution of the contract by Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the California Labor Code. 19.7. California Labor Code Sections 1860 and 3700 provide that every contractor will be required to secure the payment of compensation to its employees. In 11 of 14 accordance with the provisions of California Labor Code Section 1861, Contractor hereby certifies as follows: "Contractor is aware of the provisions of Section 3700 of the Labor Code which 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 Contractor will comply with such provisions before commencing the performance of the work of this contract." 20.0 Permits and Licenses Contractor, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, licenses and certificates as may be required in connection with the performance of the Work under this Agreement, including, without limitation, a City of Seal Beach business license as may be required by the Seal Beach Municipal Code. 21.0 Time of the Essence Time is of the essence in respect to all provisions of this Agreement that specify a time for performance. 22.0 Entire Agreement This Agreement contains the entire Agreement of the Parties with respect to the subject matter hereof, and supersedes all prior oral and written negotiations, understandings, representations, or agreements. This Agreement may only be modified by a writing signed by both Parties. 23.0 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. 24.0 Governing Law; Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to conflict of law principles, except that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in interpreting this Agreement. Any dispute that arises under or relates to this Agreement shall be resolved in the superior court or federal court with geographic jurisdiction over the City. 25.0 No Third Party Rights No third party shall be deemed to have any rights hereunder against either Party as a result of this Agreement. 12 of 14 26.0 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. In no event shall the making by City of any payment to Contractor constitute or be construed as a waiver by City of any breach of covenant, or any default which may then exist on the part of Contractor, and the making of any such payment by City shall in no way impair or prejudice any right or remedy available to City with regard to such breach or default. 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. 27.0 Attorneys' Fees If a Party commences any litigation or other action against the other Party, either legal, administrative, or otherwise, arising out of or in connection with this Agreement, the prevailing Party in such action shall be entitled to have and recover from the losing Party all of its reasonable attorneys' fees and other costs incurred in connection therewith. 28.0 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. 29.0 Corporate Authority The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of said Parties and that by their execution, the Parties are formally bound to the provisions of this Agreement. (Intentionally Left Blank) 13 of 14 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 •\ By: ' I R. Ingram, City Manager Attest: By: Approved as to Form: By:Af a g Steele, City Attorney CONTRACTOR: B & B Nurseries, Inc., a Corporation. By: Name: �i%A.�►� 1�►G,L�T'�' Its: �%Lc-5✓�- 0 Name: Its: 14 of 14 Proposal / Contract The Landscape Center so www.ticnurseries.com 9505 Cleveland Ave ease Fax # (951) 352-3655 Riverside CA 92503 \\// \•%mom Phone # (951) 352-8383 State Contractors Lic. # 553561 The DIR# 1000004091 Laindscape CCtl 1P Job Location: Gum Grove Park Proposal Submiaed to: - Oak Tree Proposal Project Name: City of Seal Beach Cresent View and Avalon Drive 211 Eighth Street Seal Beach, CA Seat Beach, CA 90740 Gum Grove Park Attn: Joseph Talarico Cell Phone Contact E-mail Customer Fax Customer Contact Date 12/12/2019 Document # 771434 Bid No. Terms On Completion Qty Job Description Price Each Total ---------------OAK TREE PROPOSAL ------------- FURNISH AND DELIVER THE FOLLOWING: 5 96" Box Quercus agrifolia LB 8,625.00 43,125.00 5 Sales Tax @ 8.75% 754.69 3,773.45 5 Freight Charge 250.00 1,250.00 INSTALL THE FOLLOWING TREES IN 1 MOBILIZATION: 5 Install 96" Box Quercus agrifolia. Price includes excavating tree planting pit to approximately 18" greater 3,500.00 17,500.00 than the rootball size on all sides and installation of tree in location utilizing on site native soil as backfill with (4) 4" perforated pipe inspection tubes. No final irrigation work is included. 5 Guying of each tree 250.00 1,250.00 1 Soil testing for amendment recommendations on tree backfill 400.00 400.00 1 Soil Amendment for the backfill of 5 trees 1,200.00 1,200.00 CONDITIONS: Includes State prevailing wages and certified payrolls; Landscape Tree Maintenance Classifications. The Landscape Center is an open shop contractor and non -signatory to any labor agreements. This proposal is based on non-union labor and non-union equipment. No bonding to be furnished Prior to commencement of work, preliminary project information is required. Site is to be readily accessible to backhoe excavation, workmen with hand tools, semi -truck and trailer. Placement of trees will be with a 70 Ton Crane directly adjacent to tree pits. No Retention to be held Pricing is based on performing all work to be done during normal weekday (Monday -Friday) daylight working hours. Any work to be performed outside normal working hours will be charged an additional premium. All necessary permits furnished by others. If this proposal is not used as the sole contract between The Landscape Center and the customer, then it is to be made part of the contract agreement issued by customer. Traffic control, if required, to be provided by others and is not included in this proposal. Metered water connection to be supplied within 100' Inspection Tube included in price. We propose to perform the above work in accordance with the drawings and specifications submitted and completed in a workmanlike manner according to the standard practices for the sum See above plus applicable taxes With payments to be made as follows progress completion. 100%,no retention to be held. Any alterations or deviation from the above specifications involving extra costs will be made only upon written agreement, and will become an extra charge over and above the estimate. All agreements are contingent upon strikes, accidents or delays beyond our control. You are to carry fire, tornado and other necessary insurance upon the above work. Our workers are fully covered by Workmen's Compensation and Public Liability Insurance. Overdue accounts will be charged at the rate of 1.5 % per month. In the event it becomes Proposal / Contract The Landscape Center as www.ticnurseries.com 9505 Cleveland Ave Russ Fax # (951) 352-3655 Riverside CA 92503 \\// %%•off Phone # (951) 352-8383 State Contractors Lic. # 553561 mesa*% The DIR# 1000004091 Landscape Center Job Location: Gum Grove Park ProgosaiSubmitted to: Oak Tree Proposal Proiect Name: City of Seal Beach Cresent View and Avalon Drive 211 Eighth Street Gum Grove Park Seal Beach, CA Contact E-mail Seal Beach, CA 0740 9 Atte: Joseph A 907o Cell Phone Customer Fax Customer Contact Date 12/12/2019 Document # 771434 Bid No. Terms On Completion QtY Job Description Price Each Total This proposal does not include any aftercare, maintenance or guarantee. These items can be provided with an additional monthly maintenance cost. This proposal does not include any irrigation installation to the trees. Irrigation installation is to be performed by others (City of Seal Beach). Tree boxes, blocks, beams, etc. is to remain property of The Landscape Center. This proposal is based on performing the work in I continuous operation and includes I mobilization of crews and equipment to and from the site. Any additional mobilizations to the site will be an additional $2500. Layout and staking is to be provided by others. Although TLC takes every necessary precaution, we cannot be responsible for damage to landscape, hardscape or unmarked utilities. Includes trash & debris generated from scope of work to be removed from site. Any unforeseen underground obstacles that cause delays and/or use of additional equipment not normally used in the scope of work will be considered extra work. All demo and removal work adjacent to the trees to be installed is to be performed prior to start of tree installation operations. This is to be performed by others and is not included in this proposal. Pricing based on all excavation performed by backhoe, Hand digging will be considered extra work. Quantities and exact heights are subject to availability when order is placed. Export of soil generated from our excavation is not included in this proposal. Pricing is based on stockpiling excavated spoils in a location on site. We propose to perform the above work in accordance with the drawings and specifications submitted and completed in a workmanlike manner according to the standard practices for the sum See above plus applicable taxes With payments to be made as follows progress completion. 100%,no retention to be held. Any alterations or deviation from the above specifications involving extra costs will be made only upon written agreement, and will become an extra charge over and above the estimate. All agreements are contingent upon strikes, accidents or delays beyond our control. You are to carry fire, tornado and other necessary insurance upon the above work. Our workers are fully covered by Workmen's Compensation and Public Liability Insurance. Overdue accounts will be charged at the rate of 1.5 % per month. In the event it becomes Subtotal $68,498.45 Sales Tax (0.0%) $0.00 Total $68,498.45 A� RV CERTIFICATE OF LIABILITY INSURANCE FDA E(M020 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 Bowermaster &Associates 10805 Holder St Ste 350 CCOONNT CT Denise Lopez NAMPHONE 714 733 6219 a No): 714-252-8253 E-MAIL ADDRESS: diopez@,bowermaster.com Cypress CA 90630 INSURERS AFFORDING COVERAGE NAIC INSURER A : Continental Insurance Company 35289 5095050641 INSURED LANOCEN-01 B & B Nurseries, Inc. dba: The Landscape Center 9505 Cleveland Avenue INSURER B: Cypress Ins CO 10855 INSURER C: American Casualty Company CNA Ins Co 20427 INSURERD: Riverside CA 92503 INSURER E : INSURER F: COVERAGES CERTIFICATE NUMBER: 2145038963 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. INTR TYPE OF INSURANCE ADDL SUER POLICY NUMBER POLICY EFF P�CDI EXP YYYYI LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y 5095050641 10/31/2019 10/31/2020 EACH OCCURRENCE $1,000,000 CLAIMS -MADE FK] OCCUR DAMAGE 0 RENTED PREMISES Ea occurrence $100,000 MED EXP (Any one person) $15,000 X Subsidence Ded 10,000 PERSONAL & ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY a JET F LOC PRODUCTS-COMP/OPAGG $2,000,000 $ OTHER: C AUTOMOBILE LIABILITY Y Y 5095717529 10/31/2019 10/31/2020 COMBINED SINGLE LIMIT S1,000,000 Ea accident BODILY INJURY (Per person) S X ANY AUTO OWNED SCHEDULED AUTOS ONLYAUTOS BODILY INJURY,(Per accident) $ X HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE $ Per accident S A X UMBRELLA LIABX OCCUR 5095717532 10/31/2019 10/31/2020 EACH OCCURRENCE $ 9,000,000 AGGREGATE $ 9,000,000 EXCESS LIAR CLAIMS -MADE DED I X I RETENTIONS $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANYPROPRIETORIPARTNERIEXECUTIVE ❑ OFFICERIMEMBEREXCLUDED7 N/A Y SBWC123159 4/1/2020 4/1/2021 X PER ETH --- E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE -EA EMPLOYEE $1,000,000 (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space Is required) RE: Gum Grove Tree Park Installation City of Seal Beach, its elected and appointed officers, officials, employees, servants, attorneys, agents, designated volunteers, and those City agents serving as independent contractors in the role of City officials are Additional Insured as respects to General Liability and Auto Liability; coverage is Primary, and Waiver of Subrogation applies per attached forms. CERTIFICATE HOLDER CANCELLATION ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Seal Beach 211 - 8th Street AUTHORIZED REPRESENT Seal Beach CA 90740 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD CNA NAMED INSURED: B&B Nurseries, Inc. DBA: The Landscape Center POLICY NUMBER: 5095717529 CNA63359XX (Ed. 04/12) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CONTRACTORS EXTENDED COVERAGE ENDORSEMENT - BUSINESS AUTO PLUS - This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM 1. LIABILITY COVERAGE A. Who Is An Insured The following is added to Section 11, Paragraph A.1., Who Is An Insured: 1. a. Any incorporated entity of which the Named Insured owns a majority of the voting stock on the date of inception of this Coverage Form; provided that, b. The insurance afforded by this provision A.1. does not apply to any such entity that is an 'insured' under any other liability °policy' providing 'auto' coverage. 2. Any organization you newly acquire or form, other than a limited liability company, partnership or joint venture, and over which you maintain majority ownership interest. The insurance afforded by this provision A.2.: a. Is effective on the acquisition or formation date, and is afforded only until the end of the policy period of this Coverage Form, or the next anniversary of its inception date, whichever is earlier. b. Does not apply to: (1) 'Bodily injury' or 'property damage' caused by an 'accident' that occurred before you acquired or formed the organization; or (2) Any such organization that is an 'Insured' under any other liability 'policy' providing 'auto' coverage. 3. Any person or organization that you are required by a written contract to name as an additional insured is an 'insured' but only with respect to their legal liability for acts or omissions of a person, who qualifies as an 'insured' under Section II — Who Is An Insured and for whom Liability Coverage is afforded under this policy. If required by written contract, this insurance will be primary and non-contributory to insurance on which the additional insured is a Named Insured. 4. An 'employee" of yours is an 'insured' while operating an 'auto' hired or rented under a contract or agreement in that 'employee's' name, with your permission, while performing duties related to the conduct of your business. "Policy,' as used in this provision A. Who Is An Insured, includes those policies that were in force on the inception date of this Coverage Form but: 1. Which are no longer in force; or 2. Whose limits have been exhausted. B. Bell Bonds and Loss of Earnings Section II, Paragraphs A.2. (2) and A.2. (4) are revised as follows: 1. In a.(2), the limit for the cost of bail bonds is changed from $2,000 to $5,000; and 2. In a.(4), the limit for the loss of earnings is changed from $250 to $500 a day. C. Fellow Employee Section 11, Paragraph B.5 does not apply. Such coverage as is afforded by this provision C. is excess over any other collectible insurance. II. PHYSICAL DAMAGE COVERAGE A. Glass Breakage — Hitting A Bird Or Animal — Failing Objects Or Missiles The following is added to Section III, Paragraph A.3.: With respect to any covered 'auto,' any deductible shown in the Declarations will not apply to glass breakage if such glass is repaired, in a manner acceptable to us, rather than replaced. B. Transportation Expenses Section III, Paragraph AA.a. is revised, with respect to transportation expense incurred by you, to provide: a. $60 per day, in lieu of $20; subject to b. $1,800 maximum, in lieu of $600. `C. Loss of Use Expenses Section III, Paragraph A.4.b. is revised, with respect to loss of use expenses incurred by you, to provide: a. $1,000 maximum, in lieu of $600. GNA63359XX copyright, CNA Corporation, 2000. (Ed. 04/12) includea copyrighted material of the Insurance Services Office used with Its permission. Page 1 of 3 NAMED INSURED: 138B Nurseries, Inc. DBA: The Landscape Center POLICY NUMBER: 5095717529 D. Hired 'Autos" The following is added to Section ill. Paragraph A.: 5. Hired °Autos" If Physical Damage coverage is provided under this policy, and such coverage does not extend to Hired Autos, then Physical Damage coverage is extended to: a. Any covered 'auto' you lease, hire, rent or borrow without a driver; and b. Any covered 'auto' hired or rented by your'employes' without a driver, under a contract in that individual 'employee's' name, with your permission, while performing duties related to the conduct of your business. c. The most we will pay for any one 'accident' or 'loss' is the actual cash value, cost of repair, cost of replacement or $75,000, whichever is less, minus a $500 deductible for each covered auto. No deductible applies to 'loss' caused by fire or lightning. d. The physical damage coverage as is provided by this provision is equal to the physical damage coverage(s) provided on your owned 'autos.' e. Such physical damage coverage for hired 'autos' will: (1) Include loss of use, provided it is the consequence of an 'accident' for which the Named Insured is legally liable, and as a result of which a monetary loss is sustained by the leasing or rental concern. (2) Such coverage as is provided by this provision will be subject to a limit of $750 per "accident.' E. Airbag Coverage The following is added to Section III, Paragraph B.3.: The accidental discharge of an airbag shall not be considered mechanical breakdown. F. Electronic Equipment Section 111, Paragraphs B.4.c and 6.4.d. are deleted and replaced by the following: c. Physical Damage Coverage on a covered 'auto' also applies to 'loss' to any permanently installed electronic equipment including its antennas and other accessories. CNA63359XX (Ed. 04/12) d. A $100 per occurrence deductible applies to the coverage provided by this provision. G. Diminution In Value The following is added to Section III, Paragraph B.6.: Subject to the following, the 'diminution in value' exclusion does not apply to: a. Any covered 'auto' of the private passenger type you lease, hire, rent or borrow, without a driver for a period of 30 days or less, while performing duties related to the conduct of your business; and b. Any covered 'auto' of the private passenger type hired or rented by your "employee' without a driver for a period of 30 days or less, under a contract in that individual 'employee's' name, with your permission, while performing duties related to the conduct of your business. c. Such coverage as is provided by this provision is limited to a 'diminution in value' loss arising directly out of accidental damage and not as a result of the failure to make repairs; faulty or incomplete maintenance or repairs; or the installation of substandard parts. d. The most we will pay for 'loss' to a covered 'auto' in any one accident is the lesser of: (1) $5,000; or (2) 20% of the 'auto's" actual cash value (ACV). III. Drive Other Car Coverage — Executive Officers The following is added to Sections 11 and 11111: 1. Any 'auto' you don't own, hire or borrow is a covered 'auto' for Liability Coverage while being used by, and for Physical Damage Coverage while in the care, custody or control of, any of your .executive officers,' except: a. An 'auto' owned by that 'executive officer" or a member of that person's household; or b. An 'auto' used by that 'executive officer' while working in a business of selling, servicing, repairing or parking "autos.' Such Liability and/or Physical Damage Coverage as is afforded by this provision. (1) Equal to the greatest of those coverages afforded any covered 'auto'; and CNA63359XX Copyright, CNA corporation, 2000. Page 2 of 3 (Ed. 04/12) Includes copyrighted matarW of the Insurance Services Office used with its permission. NAMED INSURED: B&B Nurseries, Inc. DBA: The Landscape Center POLICY NUMBER: 5095717529 (2) Excess over any other collectible insurance. 2. For purposes of this provision, 'executive officer' means a person holding any of the officer positions created by your charter, constitution, by- laws or any other similar governing document, and, while a resident of the same household, includes that person's spouse. Such 'executive officers' are 'insureds' while using a covered auto' described in this provision. IV. BUSINESS AUTO CONDITIONS A. Duties In The Event Of Accident, Claim, Suit Or Loss The following is added to Section IV, Paragraph A.2.a.: (4) Your 'employees' may know of an 'accident' or 'loss.' This will not mean that you have such knowledge, unless such 'accident" or 'loss' is known to you or if you are not an individual, to any of your executive officers or partners or your insurance manager. The following is added to Section IV, Paragraph A.2.b.: (6) Your 'employees" may know of documents received concerning a claim or'suit.' This will not mean that you have such knowledge, unless receipt of such documents is known to you or if you are not an individual, to any of your executive officers or partners or your insurance manager. B. Transfer Of Rights Of Recovery Against Others To Us The following is added to Section IV, Paragraph A.S. Transfer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have, because of payments we make for injury or CNA63359XX (Ed. 04/12) damage, against any person or organization for whom or which you are required by written contract or agreement to obtain this waiver from US. This injury or damage must arise out of your activities under a contract with that person or organization. You must agree to that requirement prior to an 'accident' or'loss.' C. Concealment, Misrepresentation or Fraud The following is added to Section IV, Paragraph B.2.: Your failure to disclose all hazards existing on the date of inception of this Coverage Form shall not prejudice you with respect to the coverage afforded provided such failure or omission is not intentional. D. Other Insurance The following is added to Section IV, Paragraph B.S.: Regardless of the provisions of Paragraphs 5.a. and 5.d. above, the coverage provided by this policy shall be on a primary non-contributory basis. This provision is applicable only when required by a written contract. That written contract must have been entered into prior to 'Accident" or 'Loss.' E. Policy Period, Coverage Territory Section IV, Paragraph B. 7.(S).(a). is revised to provide: a. 45 days of coverage in lieu of 30 days. V. DEFINITIONS Section V. Paragraph C. is deleted and replaced by the following:, 'Bodily injury' means bodily injury, sickness or disease sustained by a person, including mental anguish, mental injury or death resulting from any of these. GNA63359XX Copyright, CNA Corporation, 2000. Page 3 of 3 (Ed. 04/12) Includes copyrighted rnaterlai of the Insurance Services office used with Its permission. 1. ADDITIONAL INSUREDS Contractors' General Liability Extension Endorsement a. WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs A. through H. below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement: (1) is currently In effect or becomes effective during the term of this Coverage Part; and (2) was executed prior to. (a) the bodily Injury or property damage; or (b) the offense that caused the personal and advertising Injury. for which such additional insured seeks coverage. b. However, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: (1) a higher limit of insurance than required by such contract or agreement; or (2) coverage broader than required by such contract or agreement, and in no event broader than that described by the applicable paragraph A. through H. below. Any coverage granted by this endorsement shall apply only to the extent permissible by law. A. Controlling Interest Any person or organization with a controlling interest in a Named Insured, but only with respect to such person or organization's liability for bodily injury., property damage or personal and advertising injury arising out of. 1. such person or organization's financial control of a Named Insured; or 2. premises such person or organization owns, maintains or controls while a Named Insured teases or occupies such premises; provided that the coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. B. Co-owner of Insured Premises A co-owner of a premises co -owned by a Named Insured and covered under this insurance but only with respect to such co -owner's liability for bodily injury, property damage or personal and advertising injury as co-owner of such premises. C. Lessor of Equipment Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused, in whole or in part, by the Named Insured's maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. D. Lessor of Land Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such land, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. CNA74705XX (1-15) Page 2 of 17 Policy No: 5095050541 Endorsement No. -1 Insured Name: B&B Nurseries, Inc. DBA: The Landscape Center Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA Contractors' General Liability Extension Endorsement E. Lessor of Premises An owner or lessor of premises leased to the Named Insured, or such owner or lessor's real estate manager, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such part of the premises leased to the Named Insured, and provided that the occurrence giving rise to such bodily injury or property damage, or the offense giving rise to such personal and advertising injury, takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. F. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee or receiver's liability for bodily injury, property damage or personal and advertising injury arising out of the Named Insured's ownership, maintenance, or use of a premises by a Named Insured. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. G. State or Governmental Agency or Subdivision or Political Subdivisions — Permits A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization but only with respect to such state or governmental agency or subdivision or political subdivision's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. the following hazards In connection with premises a Named Insured owns, rents, or controls and to which this insurance applies: a. the existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or b. the construction, erection, or removal of elevators; or c. the ownership, maintenance or use of any elevators covered by this insurance; or 2. the permitted or authorized operations performed by a Named Insured or on a Named Insured's behalf. The coverage granted by this paragraph does not apply to: a. Bodily Injury, property damage or personal and advertising injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision; or b. Bodily injury or property damage included within the products -completed operations hazard. With respect to this provision's requirement that additional insured status must be requested under a written contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured. H. Trade Show Event Lessor 1. With respect to a Named Insured's participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named Insured is required to include as an additional insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury caused by: a. the Named Insured's acts or omissions; or b. the acts or omissions of those acting on the Named Insured's behalf, CNA74705XX (1-1 Page 3 of 17 Policy No: 5095050641 Endorsement No: 1 Insured Name: B&B Nurseries, Inc. DBA: The Landscape Center Copyright CNA All Rights Reserved. Includes copyrighted material or Insurance Services office. Inc., with its permission. CNA Contractors' General Liability Extension Endorsement in the performance of the Named insured's ongoing operations at the trade show event premises during the trade show event. 2. The coverage granted by this paragraph does not apply to bodily injury or property damage included within the products -completed operations hazard. 2. ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non- contributory relative to an additional insured's own Insurance, then this insurance is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional insured's own insurance means insurance on which the additional insured is a named insured. Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the Insurance provided to such person or organization is excess of any other insurance available to such person or organization. 3. BODILY INJURY — EXPANDED DEFINITION Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury, sickness or disease. 4. BROAD KNOWLEDGE OF OCCURRENCE/ NOTICE OF OCCURRENCE Under CONDITIONS, the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit is amended to add the following provisions: A. BROAD KNOWLEDGE OF OCCURRENCE The Named Insured must give the Insurer or the Insurer's authorized representative notice of an occurrence, offense or claim only when the occurrence, offense or claim is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or an employee designated by any of the above to give such notice. B. NOTICE OF OCCURRENCE The Named Insured's rights under this Coverage Part will not be prejudiced if the Named insured fails to give the Insurer notice of an occurrence, offense or claim and that failure is solely due to the Named Insured's reasonable belief that the bodily injury or property damage is not covered under this Coverage Part. However, the Named Insured shall give written notice of such occurrence, offense or claim to the Insurer as soon as the Named Insured is aware that this insurance may apply to such occurrence, offense or claim. S. BROAD NAMED INSURED WHO IS AN INSURED is amended to delete its Paragraph 3. in its entirety and replace it with the following: 3. Pursuant to the limitations described in Paragraph 4. below, any organization in which a Named Insured has management control: a. on the effective date of this Coverage Part; or b. by reason of a Named Insured creating or acquiring the organization during the policy period, qualifies as a Named Insured, provided that there is no other similar liability insurance, whether primary, contributory, excess, contingent or otherwise, which provides coverage to such organization, or which would have provided coverage but for the exhaustion of its limit, and without regard to whether Its coverage is broader or narrower than that provided by this insurance. CNA74705XX (1-15) Page 4 of 17 Policy No:5095050642 Endorsement No:1 Insured Name: B&B Nurseries, Inc. DBA; The Landscape Center Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with Its permission. CIVA Contractors' General Liability Extension Endorsement (d) explosion. B. The following paragraph is added to LIMITS OF INSURANCE: Subject to S. above, $100,000 is the most the Insurer will pay under Coverage A for the sum of damages arising out of any one occurrence because of property damage to your product and your work that is caused by fire, smoke, collapse or explosion and is included within the product -completed operations hazard. This sublimit does not apply to property damage to your work if the damaged work, or the work out of which the damage arises, was performed on the Named Insured's behalf by a subcontractor. C. This Broadened Liability Coverage For Damage To Your Product And Your Work Provision does not apply if an endorsement of the same name is attached to this policy. 7. CONTRACTUAL LIABILITY — RAILROADS With respect to operations performed within 50 feet of railroad property, the definition of insured contract is replaced by the following: Insured Contract means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire to premises while rented to a Named Insured or temporarily occupied by a Named Insured with permission of the owner Is not an insured contract; b. A sidetrack agreement; c. Any easement or license agreement; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or agreement pertaining to the Named Insured's business (including an indemnification of a municipality in connection with work performed for a municipality) under which the Named Insured assumes the tort liability of another party to pay for bodily injury or property damage 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 and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; (2) Under which the Insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities. 8. ELECTRONIC DATA LIABILITY A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete exclusion p. Electronic Data and replace it with the following: This insurance does not apply to: p.• Access Or Disclosure Of Confidential Or Personal Information And Data -related Liability Damages arising out of: CNA74705XX (1-15) Page 6 of 17 Policy No: 5095050641 Endorsement No: 1 Insured Name: B&B Nurseries, Inc. DBA: The Landscape Center Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc„ with its permission. CNA Contractors' General Liability Extension Endorsement 10. EXPECTED OR INTENDED INJURY —EXCEPTION FOR REASONABLE FORCE Under COVERAGES, Coverage A — Bodily injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it with the following: This insurance does not apply to: 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. 11. GENERAL AGGREGATE LIMITS OF INSURANCE - PER PROJECT A. For each construction project away from premises the Named Insured owns or rents, a separate Construction Project General Aggregate Limit, equal to the amount of the General Aggregate Limit shown in the Declarations, is the most the insurer will pay for the sum of: 1. All damages under Coverage A, except damages because of bodily injury or property damage included in the products -completed operations hazard; and 2. All medical expenses under Coverage C, that arise from occurrences or accidents which can be attributed solely to ongoing operations at that construction project. Such payments shall not reduce the General Aggregate Limit shown in the Declarations, nor the Construction Project General Aggregate Limit of any other construction project. B. All: 1. Damages under Coverage B. regardless of the number of locations or construction projects involved; 2. Damages under Coverage A, caused by occurrences which cannot be attributed solely to ongoing operations at a single construction project, except damages because of bodily injury or property damage included in the products -completed operations hazard, and 3. Medical expenses under Coverage C caused by accidents which cannot be attributed solely to ongoing operations at a single construction project, will reduce the General Aggregate Limit shown in the Declarations. C. The limits shown in the Declarations for Each Occurrence, for Damage To Premises Rented To You and for Medical Expense continue to apply, but will be subject to either the Construction Project General Aggregate Limit or the General Aggregate Limit shown in the Declarations, depending on whether the occurrence can be attributed solely to ongoing operations at a particular construction project. D. When coverage for liability arising out of the products -completed operations hazard is provided, any payments for damages because of bodily injury or property damage included in the products -completed operations hazard will reduce the Products -Completed Operations Aggregate Limit shown in the Declarations, regardless of the number of projects involved. E. If a single construction project away from premises owned by or rented to the Insured has been abandoned and then restarted, or if the authorized contracting parties deviate from plans, blueprints, designs, specifications or timetables, the project will still be deemed to be the same construction project. F. The provisions of LIMITS OF INSURANCE not otherwise modified by this endorsement shall continue to apply as stipulated. CNA74705XX (1-15) Page 8 of 17 Policy No: 5095050641 Endorsement No: 1 Insured Name: B&B Nurseries, Inc. DBA: The Landscape Center Copyright CNA All Rights Reserved. Includes copyrighted material or Insurance Services Me, Inc., with its permission. Contractors' General Liability Extension Endorsement A. Paragraph i.b. is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a $5,000. limit; and B. Paragraph 1.d. is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1,000. limit. 24. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured's Coverage Part, the Insurer will not deny coverage under this Coverage Part because of such failure. 25. WAIVER OF SUBROGATION - BLANKET Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us Is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1. the Named Insured's ongoing operations; or 2. your work included in the products -completed operations hazard. However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: 1. is in effector becomes effective during the term of this Coverage Part; and 2. was executed prior to the bodily injury, property damage or personal and advertising injury giving rise to the claim. 26. WRAP-UP EXTENSION: OCIP, CCIP, OR CONSOLIDATED (WRAP-UP) INSURANCE PROGRAMS Note: The following provision does not apply to any public construction project in the state of Oklahoma, nor to any construction project in the state of Alaska, that is not permitted to be insured under a consolidated (wrap- up) insurance program by applicable state statute or regulation. If the endorsement EXCLUSION — CONSTRUCTION WRAP-UP is attached to this policy, or another exclusionary endorsement pertaining to Owner Controlled Insurance Programs (O.C.I.P.) or Contractor Controlled Insurance Programs (C.C.I.P.) is attached, then the following changes apply: A. The following wording is added to the above -referenced endorsement: With respect to a consolidated (wrap-up) insurance program project in which the Named Insured is or was involved, this exclusion does not apply to those sums the Named Insured become legally obligated to pay as damages because of: 1. Bodily Injury, property damage, or personal or advertising Injury that occurs during the Named Insured's ongoing operations at the project, or during such operations of anyone acting on the Named Insured's behalf; nor 2. Bodily injury or property damage included within the products -completed operations hazard that arises out of those portions of the project that are not residential structures. S. Condition 4. Other Insurance Is amend to add the following subparagraph 4.b.(1)(c): This insurance is excess over: (c) Any of the other insurance whether primary, excess, contingent or any other basis that is insurance available to the Named Insured as a result of the Named Insured being a participant in a consolidated (wrap-up) insurance program, but only as respects the Named Insured's involvement in that consolidated (wrap-up) insurance program. CNA74705XX (1-15) Policy No: 5095050641 Page 16 of 17 Endorsement No: l Insured Name: B&S Nurseries, Inc. DBA: The Landscape Center Copyright CNA AN Rights Reserved, Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA Contractors' General Liability Extension Endorsement C. DEFINITIONS is amended to add the following definitions: Consolidated (wrap-up) insurance program means a construction, erection or demolition project for which the prime corftractorlproject manager or owner of the construction project has secured general liability insurance covering some or all of the contractors or subcontractors involved in the project, such as an Owner Controlled Insurance Program (O.C.I.P.) or Contractor Controlled Insurance Program (C.C.I.P.). Residential structure means any structure where 30%, or more of the square foot area is used or is intended to be used for human residency, including but not limited to: 1. single or muttifamily housing, apartments, condominiums, townhouses, co-operatives or planned unit developments; and 2. the common areas and structures appurtenant to the structures in paragraph 1. (including pools, hot tubs, detached garages, guest houses or any similar structures). However, when there is no individual ownership of units, residential structure does not Include military housing, college/university housing or dormitories, long term care facilities, hotels or motels. Residential structure also does not include hospitals or prisons. This WRAP-UP EXTENSION: OCIP, CCIP, OR CONSOLIDATED (WRAP-UP) INSURANCE PROGRAMS Provision does not apply to any person or organization who otherwise qualifies as an additional insured on this Coverage Part. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA74705XX (1-15) Page 17 of 17 Policy No: 5095050641 Endorsement No:1 Insured Name: B&B Nurseries, Inc. DBA: The Landscape Center Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office. Inc., with its permission. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC990410C (Ed. 01-19) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT -CALIFORNIA BLANKET BASIS We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) The additional premium for this endorsement shall be calculated by applying a factor of 2% to the total 'manual premium, with a minimum initial charge of $350, then applying all other pricing factors for the policy to this calculated charge to derive the final cost of this endorsement. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Blanket Waiver Person/Organization Blanket Waiver — Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. Job Description Waiver Premium (prior to adjustments) All CA Operations This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective: 4/1/2020 PolicyNo.: BBWC123159 Endorsement No.: Insured: B & B Nurseries, Inc. DBA: The Landscape Center Premium $ Insurance Company: Cypress Insurance Company Countersigned by WC 99 0410 C (Ed. 01-19) D® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYI� 11/9/2021 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 BOwermaster & Associates 10805 Holder St Ste 350 CONTACT NAME: Denise Lopez PHONE FAX N Ex : 714-733-6219 A/C No): 714-252-8253 A RIESS: dlo eZ bowennaster.com INSURERS AFFORDING COVERAGE NAIC # Cypress CA 90630 INSURERA: Continental Insurance Company 35289 5095050641 INSURED LANDCEN-01 INSURER B : Cypress Ins Co 10855 B & B Nurseries, Inc. dba: The Landscape Center 9505 Cleveland Avenue INSURER C: American Casualty Company CNA Ins Co 20427 CLAIMS -MADE � OCCUR Riverside CA 92503 INSURERD: INSURER E : INSURER F: DAMAGE TO PREMISES Ea occurrence) $ 100,000 f•MICOncec CFRTIFIRATF MIIMRPR• 13Q'AnAARA REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER MM/DDPOLICY EFF FOLIC EXP LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y 5095050641 10/31/2021 10/31/2022 EACH OCCURRENCE $1,000,000 CLAIMS -MADE � OCCUR DAMAGE TO PREMISES Ea occurrence) $ 100,000 MED EXP (Any one person) $15,000 X Subsidence Ded 10,000 PERSONAL & ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 PRODUCTS - COMP/OP AGG $2,000,000 POLICY JECTPRO F-1LOC OTHER: C AUTOMOBILE LIABILITY Y Y 5095717529 10/31/2021 10/31/2022 COMBINED SINGLE LIMIT $1,000,000 Ea accident BODILY INJURY (Per person) $ ANY AUTO BODILY INJURY (Per accident) $ OWNED SCHEDULED AUTOS ONLY AUTOS IX HIRED NON -OWNED X AUTOS ONLY X AUTOS ONLY PROPERTYDAMAGE $ Per accident A X UMBRELLALIAB X OCCUR 7015375418 10/31/2021 10/31/2022 EACH OCCURRENCE $3,000,000 AGGREGATE $3,000,000 EXCESS LIAB CLAIMS -MADE DED I I RETENTION S_ $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANYPROPRIETORIPARTNER/EXECUTIVE Y BBWC226987 4/1/2021 4/1/2022 X STATUTE EORH E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE -EA EMPLOYEE $1,000,000 OFFICER/MEMBEREXCLUDED7 ❑ (Mandatory In NH) NIA E.L. DISEASE -POLICY LIMIT $1,000,000 If yes, describe under DESCRIPTION OFOPERATIONS below DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The Umbrella policy goes over General Liability only, Umbrella Follows Form. RE: Gum Grove Tree Park Installation. City of Seal Beach, its elected and appointed officers, officials, employees, servants, attorneys, agents, designated volunteers, and those City agents serving as independent contractors in the rale of City officials are Additional Insured as respects to General Liability and Auto Liability; coverage is Primary, and Waiver of Subrogation applies per attached forms. f_AIUr_FI I ATInIU liGR11r1VMIG r�VLY1..1� —"'— SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Seal Beach AUTHORIZED REPRESENTAIIML- 211 - 8th Street Seal Beach, CA 90740 , .J V iwoo-LU laF %.%JE%LJ %.%j A.y��w ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 0410 C (Ed. 01-19) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT -CALIFORNIA BLANKET BASIS We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) The additional premium for this endorsement shall be calculated by applying a factor of 2% to the total manual premium, with a minimum initial charge of $350, then applying all other pricing factors for the policy to this calculated charge to derive the final cost of this endorsement. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Blanket Waiver Person/Organization Blanket Waiver — Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. Job Description Waiver Premium (prior to adjustments) All CA Operations This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective: 4/1/2021 Policy No.: BBWC226987 Endorsement No.: Insured: B & B Nurseries, Inc. DBA: The Landscape Center Premium $ Insurance Company: Cypress Insurance Company Countersigned by WC 99 0410 C (Ed. 01-19) CNA NAMED INSURED: B&B Nurseries, Inc. DBA: The Landscape Center POLICY NUMBER: 5095717529 CNA63359XX (Ed. 04/12) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CONTRACTORS EXTENDED COVERAGE ENDORSEMENT - BUSINESS AUTO PLUS - This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM I. LIABILITY COVERAGE A. Who Is An Insured The following is added to Section II, Paragraph A.1., Who Is An Insured: 1. a. Any incorporated entity of which the Named Insured owns a majority of the voting stock on the date of inception of this Coverage Form; provided that, b. The insurance afforded by this provision A.1. does not apply to any such entity that is an 'insured" under any other liability 'policy' providing'auto' coverage. 2. Any organization you newly acquire or form, other than a limited liability company, partnership or joint venture, and over which you maintain majority ownership interest. The insurance afforded by this provision A.2.: a. Is effective on the acquisition or formation date, and is afforded only until the end of the policy period of this Coverage Form, or the next anniversary of its inception date, whichever is earlier. s b. Does not apply to: (1) 'Bodily injury' or 'property damage' caused by an 'accident' that occurred before you acquired or formed the organization; or (2) Any such organization that is an 'insured' under any other liability 'policy' providing 'auto' coverage. 3. Any person or organization that you are required by a written contract to name as an additional insured is an 'insured' but only with respect to their legal liability for acts or omissions of a person, who qualifies as an 'insured' under Section II — Who Is An Insured and for whom Liability Coverage is afforded under this policy. If required by written contract, this insurance will be primary and non-contributory to insurance on which the additional insured is a Named Insured. 4. An 'employee' of yours is an 'insured' while operating an 'auto' hired or rented under a contract or agreement in that 'employee's' name, with your permission, while performing duties related to the conduct of your business. "Policy,' as used in this provision A. Who Is An Insured, includes those policies that were in force on the inception date of this Coverage Form but: 1. Which are no longer in force; or 2. Whose limits have been exhausted. B. Bail Bonds and Loss of Earnings Section 11, Paragraphs A.2. (2) and A.2. (4) are revised as follows: 1. In a.(2), the limit for the cost of bail bonds is changed from $2,000 to $5,000; and 2. In a.(4), the limit for the loss of earnings is changed from $250 to $500 a day. C. Fellow Employee Section II, Paragraph B.5 does not apply. Such coverage as is afforded by this provision C. is excess over any other collectible insurance. II. PHYSICAL DAMAGE COVERAGE A. Glass Breakage — Hitting A Bird Or Animal — Falling Objects Or Missiles The following is added to Section 111, Paragraph A.3.: With respect to any covered 'auto,' any deductible shown in the Declarations will not apply to glass breakage if such glass is repaired, in a manner acceptable to us, rather than replaced. B. Transportation Expenses Section III, Paragraph AA.a. is revised, with respect to transportation expense incurred by you, to provide: a. $60 per day, in lieu of $20; subject to b. $1,800 maximum, in lieu of $600. C. Loss of Use Expenses Section III, Paragraph AA.b. is revised, with respect to loss of use expenses incurred by you, to provide: a. $1,000 maximum, in lieu of $600. CNA63359XX Copyright, CNA Corporation, 2000. Page 1 of 3 (Ed. 04/12) Includes copyrighted material of the Insurance Services Office used with Its permission. NAMED INSURED: B&B Nurseries, Inc. DBA: The Landscape Center POLICY NUMBER: 5095717529 D. Hired "Autos" The following is added to Section 111. Paragraph A.: 5. Hired "Autos" If Physical Damage coverage is provided under this policy, and such coverage does not extend to Hired Autos, then Physical Damage coverage Is extended to: a. Any covered "auto" you lease, hire, rent or borrow without a driver; and b. Any covered "auto' hired or rented by your "employee' without a driver, under a contract in that individual "employee's" name, with your permission, while performing duties related to the conduct of your business. c. The most we will pay for any one "accident' or 'loss' is the actual cash value, cost of repair, cost of replacement or $75,000, whichever is less, minus a $500 deductible for each covered auto. No deductible applies to 'loss' caused by fire or lightning. d. The physical damage coverage as is provided by this provision is equal to the physical damage coverage(s) provided on your owned 'autos." e. Such physical damage coverage for hired "autos" will: (1) Include loss of use, provided it is the consequence of an "accident" for which the Named Insured is legally liable, and as a result of which a monetary loss is sustained by the leasing or rental concern. (2) Such coverage as is provided by this provision will be subject to a limit of $750 per "accident." E. Airbag Coverage The following is added to Section 111, Paragraph B.3.. The accidental discharge of an airbag shall not be considered mechanical breakdown. F. Electronic Equipment Section Ill, Paragraphs 13.4.c and 13.4.d. are deleted and replaced by the following: C. Physical Damage Coverage on a covered "auto" also applies to "loss' to any permanently installed electronic equipment including its antennas and other accessories. CNA63359XX (Ed. 04/12) d. A $100 per occurrence deductible applies to the coverage provided by this provision. G. Diminution In Value The following is added to Section III, Paragraph B.6.: Subject to the following, the "diminution in value' exclusion does not apply to: a. Any covered 'auto" of the private passenger type you lease, hire, rent or borrow, without a driver for a period of 30 days or less, while performing duties related to the conduct of your business; and b. Any covered "auto" of the private passenger type hired or rented by your "employee" without a driver for a period of 30 days or less, under a contract in that individual "employee's" name, with your permission, while performing duties related to the conduct of your business. c. Such coverage as is provided by this provision is limited to a "diminution in value' loss arising directly out of accidental damage and not as a result of the failure to make repairs; faulty or incomplete maintenance or repairs; or the installation of substandard parts. d. The most we will pay for "loss" to a covered "auto' in any one accident is the lesser of: (1) $5,000; or (2) 20% of the "auto's" actual cash value (ACV). 111. Drive Other Car Coverage — Executive Officers The following is added to Sections II and III: 1. Any 'auto" you don't own, hire or borrow is a covered "auto" for Liability Coverage while being used by, and for Physical Damage Coverage while in the care, custody or control of, any of your "executive officers," except: a. An "auto" owned by that 'executive officer" or a member of that person's household; or b. An "auto" used by that 'executive officer" while working in a business of selling, servicing, repairing or parking "autos." Such Liability and/or Physical Damage Coverage as is afforded by this provision. (1) Equal to the greatest of those coverages afforded any covered 'auto'; and CNA63359XX Copyright, CNA corporation, 2000. Page 2 of 3 (Ed. 04/12) Includes copyrighted material of the Insurance Services Office used with Its permission. NAMED INSURED: B&B Nurseries, Inc. DBA: The Landscape Center POLICY NUMBER: 5095717529 (2) Excess over any other collectible insurance. 2. For purposes of this provision, 'executive officer' means a person holding any of the officer positions created by your charter, constitution, by- laws or any other similar governing document, and, while a resident of the same household, includes that person's spouse. Such "executive officers' are 'insureds' while using a covered 'auto' described in this provision. IV. BUSINESS AUTO CONDITIONS A. Duties In The Event Of Accident, Claim, Suit Or Loss The following is added to Section IV, Paragraph A2.a.: (4) Your "employees' may know of an 'accident' or "loss." This will not mean that you have such knowledge, unless such "accident" or 'loss" is known to you or if you are not an individual, to any of your executive officers or partners or your insurance manager. The following is added to Section IV, Paragraph A.2.b.: (6) Your 'employees" may know of documents received concerning a claim or'suit.' This will not mean that you have such knowledge, unless receipt of such documents is known to you or if you are not an individual, to any of your executive officers or partners or your insurance manager. B. Transfer Of Rights Of Recovery Against Others To Us The following is added to Section IV, Paragraph A.S. Transfer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have, because of payments we make for injury or CNA63359XX (Ed. 04/12) damage, against any person or organization for whom or which you are required by written contract or agreement to obtain this waiver from US. This injury or damage must arise out of your activities under a contract with that person or organization. You must agree to that requirement prior to an "accident" or 'loss.' C. Concealment, Misrepresentation or Fraud The following is added to Section IV, Paragraph B.2.: Your failure to disclose all hazards existing on the date of inception of this Coverage Form shall not prejudice you with respect to the coverage afforded provided such failure or omission is not intentional. D. Other Insurance The following is added to Section IV, Paragraph B.5.: Regardless of the provisions of Paragraphs 5.a. and 5.d. above, the coverage provided by this policy shall be on a primary non-contributory basis. This provision is applicable only when required by a written contract. That written contract must have been entered into prior to 'Accident' or "Loss." E. Policy Period, Coverage Territory Section IV, Paragraph B. 7.(5).(a). is revised to provide: a. 45 days of coverage in lieu of 30 days. V. DEFINITIONS Section V. Paragraph C. is deleted and replaced by the following: 'Bodily injury' means bodily injury, sickness or disease sustained by a person, including mental anguish, mental injury or death resulting from any of these. CNA63359XX Copyright, CNA Corporation, 2000. (Ed. 04112) Includes copyrighted material of the Insurance Services Office used with Its permission. Page 3 of 3 CNA Contractors' General Liability Extension Endorsement 1. ADDITIONAL INSUREDS a. WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs A. through H. below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement: (1) is currently in effect or becomes effective during the term of this Coverage Part; and (2) was executed prior to: (a) the bodily injury or property damage; or (b) the offense that caused the personal and advertising injury, for which such additional insured seeks coverage. b. However, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: (1) a higher limit of insurance than required by such contract or agreement; or (2) coverage broader than required by such contract or agreement, and in no event broader than that described by the applicable paragraph A. through H. below. Any coverage granted by this endorsement shall apply only to the extent permissible by law. A. Controlling interest Any person or organization with a controlling interest in a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. such person or organization's financial control of a Named Insured; or 2. premises such person or organization owns, maintains or controls while a Named insured leases or occupies such premises; provided that the coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. B. Co-owner of Insured Premises A co-owner of a premises co -owned by a Named Insured and covered under this insurance but only with respect to such co -owner's liability for bodily injury, property damage or personal and advertising injury as co-owner of such premises. C. Lessor of Equipment Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused, in whole or in part, by the Named insured's maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily Injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. D. Lessor of Land Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such land, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. CNA74705XX (1-15) Page 2 of 17 Policy No: 5095050641 Endorsement No:1 Insured Name: B&B Nurseries, Inc. DBA: The Landscape Center Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its parmission. CNA Contractors' General Liability Extension Endorsement E. Lessor of Premises An owner or lessor of premises leased to the Named Insured, or such owner or lessor's real estate manager, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such part of the premises leased to the Named Insured, and provided that the occurrence giving rise to such bodily injury or property damage, or the offense giving rise to such personal and advertising injury, takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. F. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee or receiver's liability for bodily Injury, property damage or personal and advertising injury arising out of the Named Insured's ownership, maintenance, or use of a premises by a Named Insured. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. G. State or Governmental Agency or Subdivision or Political Subdivisions —Permits A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization but only with respect to such state or governmental agency or subdivision or political subdivision's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. the following hazards In connection with premises a Named Insured owns, rents, or controls and to which this insurance applies: a. the existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or b. the construction, erection, or removal of elevators; or c. the ownership, maintenance or use of any elevators covered by this insurance; or 2. the permitted or authorized operations performed by a Named Insured or on a Named Insured's behalf. The coverage granted by this paragraph does not apply to: a. Bodily injury, property damage or personal and advertising injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision; or b. Bodily injury or property damage included within the products -completed operations hazard. With respect to this provision's requirement that additional insured status must be requested under a written contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured. H. Trade Show Event Lessor 1. With respect to a Named insured's participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named Insured is required to include as an additional insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury caused by: a. the Named Insured's acts or omissions; or b. the acts or omissions of those acting on the Named Insured's behalf, CNA74705XX (1-1 Page 3 of 17 Policy No: 5095050641 Endorsement No: 1 Insured Name: B&B Nurseries, Inc. DBA: The Landscape Center copyright CNA All Rights Reserved. Includes copyrighted material or Insurance Services Office, Inc., with its permission. CNA Contractors' General Liability Extension Endorsement in the performance of the Named Insured's ongoing operations at the trade show event premises during the trade show event. 2. The coverage granted by this paragraph does not apply to bodily injury or property damage included within the products -completed operations hazard. 2. ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non- contributory relative to an additional insured's own Insurance, then this insurance is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional insured's own Insurance means insurance on which the additional insured is a named insured. Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization. 3. BODILY INJURY — EXPANDED DEFINITION Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury, sickness or disease. 4. BROAD KNOWLEDGE OF OCCURRENCE/ NOTICE OF OCCURRENCE Under CONDITIONS, the condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended to add the following provisions: A. BROAD KNOWLEDGE OF OCCURRENCE The Named Insured must give the Insurer or the Insurer's authorized representative notice of an occurrence, offense or claim only when the occurrence, offense or claim is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or an employee designated by any of the. above to give such notice. B. NOTICE OF OCCURRENCE The Named Insured's rights under this Coverage Part will not be prejudiced if the Named Insured fails to give the Insurer notice of an occurrence, offense or claim and that failure is solely due to the Named Insured's reasonable belief that the bodily injury or property damage is not covered under this Coverage Part. However, the Named Insured shall give written notice of such occurrence, offense or claim to the Insurer as soon as the Named Insured is aware that this insurance may apply to such occurrence, offense or claim. 5. BROAD NAMED INSURED WHO IS AN INSURED is amended to delete its Paragraph 3. in its entirety and replace it with the following: 3. Pursuant to the limitations described in Paragraph 4. below, any organization in which a Named Insured has management control. a. on the effective date of this Coverage Part; or b. by reason of a Named Insured creating or acquiring the organization during the policy period, qualifies as a Named Insured, provided that there is no other similar liability insurance, whether primary, contributory, excess, contingent or otherwise, which provides coverage to such organization, or which would have provided coverage but for the exhaustion of its limit, and without regard to whether its coverage Is broader or narrower than that provided by this insurance. GNA74705XX (1-15) Page 4 of 17 Policy No:5095050641 Endorsement No: IL Insured Name: B&B Nurseries, Inc. DBA: The Landscape Center Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with Its permission. i CNA Contractors' General Liability Extension Endorsement (d) explosion, B. The following paragraph is added to LIMITS OF INSURANCE: Subject to 5. above, $100,000 is the most the Insurer will pay under Coverage A for the sum of damages arising out of any one occurrence because of property damage to your product and your work that is caused by fire, smoke, collapse or explosion and is included within the product -completed operations hazard. This sublimit does not apply to property damage to your work if the damaged work, or the work out of which the damage arises, was performed on the Named Insured's behalf by a subcontractor. C. This Broadened Liability Coverage For Damage To Your Product And Your Work Provision does not apply if an endorsement of the same name is attached to this policy. 7. CONTRACTUAL LIABILITY — RAILROADS With respect to operations performed within 50 feet of railroad property, the definition of insured contract is replaced by the following: Insured Contract means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire to premises while rented to a Named Insured or temporarily occupied by a Named Insured with permission of the owner is not an insured contract; b. A sidetrack agreement; c. Any easement or license agreement; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or agreement pertaining to the Named Insured's business (including an indemnification of a municipality in connection with work performed for a municipality) under which the Named Insured assumes the tort liability of another party to pay for bodily injury or property damage 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 and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; (Z) Under which the Insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities. 6. ELECTRONIC DATA LIABILITY A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete exclusion p. Electronic Data and replace it with the following: This insurance does not apply to: p. Access Or Disclosure Of Confidential Or Personal Information And Data -related Liability Damages arising out of: CNA74705XX (1-15) Page 6 of 17 Policy No: 5095050641 Endorsement No: 1 Insured Name: B&B Nurseries, Inc. DBA: The Landscape Center Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with Its permission. cera Contractors' General Liability Extension Endorsement' 10. EXPECTED OR INTENDED INJURY — EXCEPTION FOR REASONABLE FORCE Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it with the following: This insurance does not apply to: 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. 11. GENERAL AGGREGATE LIMITS OF INSURANCE - PER PROJECT A. For each construction project away from premises the Named Insured owns or rents, a separate Construction Project General Aggregate Limit, equal to the amount of the General Aggregate Limit shown In the Declarations, is the most the Insurer will pay for the sum of: 1. All damages under Coverage A, except damages because of bodily injury or property damage included in the products -completed operations hazard; and 2. All medical expenses under Coverage C, that arise from occurrences or accidents which can be attributed solely to ongoing operations at that construction project. Such payments shall not reduce the General Aggregate Limit shown in the Declarations, nor the Construction Project General Aggregate Limit of any other construction project. B. All: 1. Damages under Coverage B, regardless of the number of locations or construction projects involved; 2. Damages under Coverage A, caused by occurrences which cannot be attributed solely to ongoing operations at a single construction project, except damages because of bodily injury or property damage included in the products -completed operations hazard; and 3. Medical expenses under Coverage C caused by accidents which cannot be attributed solely to ongoing operations at a single construction project, will reduce the General Aggregate Limit shown in the Declarations. C. The limits shown in the Declarations for Each Occurrence, for Damage To Premises Rented To You and for Medical Expense continue to apply, but will be subject to either the Construction Project General Aggregate Limit or the General Aggregate Limit shown in the Declarations, depending on whether the occurrence can be attributed solely to ongoing operations at a particular construction project. D. When coverage for liability arising out of the products -completed operations hazard is provided, any payments for damages because of bodily injury or property damage included in the products -completed operations hazard will reduce the Products -Completed Operations Aggregate Limit shown In the Declarations, regardless of the number of projects involved. E. If a single construction project away from premises owned by or rented to the Insured has been abandoned and then restarted, or if the authorized contracting parties deviate from plans, blueprints, designs, specifications or timetables, the project will still be deemed to be the same construction project. F. The provisions of LIMITS OF INSURANCE not otherwise modified by this endorsement shall continue to apply as stipulated. CNA74705XX (1-15) Page 8 of 17 Policy No: 5095050641 Endorsement No: 1 Insured Name: B&B Nurseries, Inc. DBA: The Landscape Center Copyright CNA All Rights Reserved. Includes copyrighted material of insurance Services office, Inc., with its permission. CNA Contractors' General Liability Extension Endorsement A. Paragraph 1.1b. is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a $5,000. limit; and B. Paragraph 1.d. is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1,000, limit. 24. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured's Coverage Part, the Insurer will not deny coverage under this Coverage Part because of such failure. 25. WAIVER OF SUBROGATION - BLANKET Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1. the Named Insured's ongoing operations; or 2. your work included in the products -completed operations hazard. However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: 1. is in effect or becomes effective during the term of this Coverage Part; and 2, was executed prior to the bodily injury, property damage or personal and advertising injury giving rise to the claim. 25. WRAP-UP EXTENSION: OCIP, CCIP, OR CONSOLIDATED (WRAP-UP) INSURANCE PROGRAMS Note: The following provision does not apply to any public construction project in the state of Oklahoma, nor to any construction project in the state of Alaska, that is not permitted to be insured under a consolidated (wrap- up) insurance program by applicable state statute or regulation. If the endorsement EXCLUSION — CONSTRUCTION WRAP-UP is attached to this policy, or another exclusionary endorsement pertaining to Owner Controlled Insurance Programs (O.C.I.P.) or Contractor Controlled Insurance Programs (C.C.I.P.) is attached, then the following changes apply: A. The following wording is added to the above -referenced endorsement: With respect to a consolidated (wrap-up) insurance program project in which the Named Insured is or was involved, this exclusion does not apply to those sums the Named Insured become legally obligated to pay as damages because of. 1. Bodily injury, property damage, or personal or advertising injury that occurs during the Named Insured's ongoing operations at the project, or during such operations of anyone acting on the Named Insured's behalf; nor 2. Bodily injury or property damage included within the products -completed operations hazard that arises out of those portions of the project that are not residential structures. B. Condition 4. Other Insurance is amend to add the following subparagraph 4.b.(1)(c): This insurance is excess over: (c) Any of the other insurance whether primary, excess, contingent or any other basis that is insurance available to the Named Insured as a result of the Named Insured being a participant in a consolidated (wrap-up) insurance program, but only as respects the Named insured's involvement in that consolidated (wrap-up) insurance program. CNA74705XX (1-15) Policy No: 5095050641 Page 16 of 17 Endorsement No:1 insured Name: B&B Nurseries, Inc. DBA: The Landscape Center Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA Contractors' General Liability Extension Endorsement C. DEFINITIONS is amended to add the following definitions: Consolidated (wrap-up) insurance program means a construction, erection or demolition project for which the prime contractor/project manager or owner of the construction project has secured general liability insurance covering some or all of the contractors or subcontractors involved in the project, such as an Owner Controlled Insurance Program (O.C.I.P.) or Contractor Controlled Insurance Program (C.C.I.P.). Residential structure means any structure where 30% or more of the square foot area is used or is intended to be used for human residency, including but not limited to: 1. single or multifamily housing, apartments, condominiums, townhouses, co-operatives or planned unit developments; and 2. the common areas and structures appurtenant to the structures in paragraph 1. (including pools, hot tubs, detached garages, guest houses or any similar structures). However, when there is no individual ownership of units, residential structure does not Include military housing, college/university housing or dormitories, long term care facilities, hotels or motels. Residential structure also does not include hospitals or prisons. This WRAP-UP EXTENSION: OCIP, CCIP, OR CONSOLIDATED (WRAP-UP) INSURANCE PROGRAMS Provision does not apply to any person or organization who otherwise qualifies as an additional insured on this Coverage Part. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date Is shown below, and expires concurrentlywith said Policy. CNA74705XX (1-15) Page 17 of 17 Policy No: 5095050641 Endorsement No:1 Insured Name: B&B Nurseries, Inc. DBA: The Landscape Center Copyright CNA Ali Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc„ with its permission. Memo To: Gloria D. Harper, City Clerk From: Steve Myrter P.E., Director of Public Works Date: November 9, 2021 Re: B & B Nurseries, Inc. Hi Gloria, The scope of the attached agreement with B & B Nurseries, Inc. procurement and installation of five coastal oak trees. Therefore, required to have professional liability. Thank you. is restricted to the the contract is not AGREEMENT FOR GUM GROVE PARK TREE INSTALLATION between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 H B & B Nurseries, Inc. 9505 Cleveland Ave. Riverside, CA 92503 951-352-8383 This Agreement for Gum Grove Park Tree Installation ("the Agreement') is made as of June 22, 2020 (the "Effective Date"), by and between B & B Nurseries, Inc., a Corporation ("Contractor"), and the City of Seal Beach ("City"), a California charter city, (collectively, "the Parties"). 1 of 14 RECITALS A. City desires to purchase and install five (5) specimen Oak Trees for Gum Grove Park at said locations (collectively "the Project"). B. Pursuant to the authority provided by its City Charter and Chapter 3.20 of the Seal Beach Municipal Code, the City solicited bids from vendors experienced in the work needed to carry out the Project. C. Contractor submitted bid for Project and the City determined that the Contractor was a Sole Source. D. City desires to engage Contractor to carry out the Project in the manner set forth herein and more fully described in Section 1. E. Contractor represents that its principal members and employees are fully qualified and able to carry out the Project contemplated by this Agreement in a good and professional manner; and it desires to perform the Project as provided herein. 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 Work 1.1. Contractor shall provide the tasks, services and other work (collectively "Work") for completion of the Project, as set forth in the attached Exhibit "A" (Solicitation for Vendor Quotes dated December 12, 2019), and Exhibit "B" (B & B Nurseries, Inc., Proposal). 1.2. The complete agreement between the Parties includes this Agreement and Exhibit "A" and Exhibit "B", attached hereto, which are hereby incorporated by this reference. The specific terms and conditions of this Agreement shall control and have precedence over any contradictory or inconsistent terms and conditions included in Exhibits "A" and "B", and this Agreement shall be controlling in questions of interpretation. 1.3. Contractor shall perform and complete all Work under this Agreement on a timely, regular basis and in a good and workmanlike manner reasonably satisfactory to the City. 1.4. In performing this Agreement, Contractor shall comply with all applicable provisions of federal, State, and local law. 2of14 1.5. As a material inducement to City to enter into this Agreement, Contractor hereby represents that it has the experience necessary to undertake the Work to be provided. In light of such status and experience, Contractor hereby covenants that it shall follow the customary professional standards in performing all Work. 1.6. By executing this Agreement, Contractor represents that, to the extent required by the standard of practice, Contractor (a) has investigated and considered the scope of Work to be performed, (b) has carefully considered how the Work should be performed, and (c) understands the facilities, difficulties and restrictions attending performance of the Work under this Agreement. 2.0 Term The term of this Agreement shall be for about three (3) months, and shall commence as of 12:01 a.m. on June 11, 2020 and shall terminate at midnight on September 11, 2020, unless previously terminated as provided by this Agreement. 3.0 Contractor's Compensation For performing and completing the Work in accordance with this Agreement, City will pay Contractor in accordance with the cost proposal shown on the fee schedule set forth in Exhibit "B" for Services, but in no event will the City pay more than $68,498.45. Said sum shall constitute payment in full for all Work performed hereunder, including, without limitation, all labor, materials, equipment, tools and services used or incorporated in the Work, supervision, administration, overhead, expenses, and any and all other things required, furnished or incurred for completion of the Work as specified in this Agreement. Contractor will not be compensated for any work performed not specified in the Scope of Work as defined in this Agreement unless the City authorizes such additional work in advance and in writing. Payment for additional work in excess of the City Manager's contracting authority requires prior City Council authorization. Any additional work authorized by the City pursuant to this Section will be compensated in accordance with the billing rates set forth in Exhibit B. 4.0 Method of Payment Contractor shall submit to City monthly invoices for all Work rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end of the month during which the Work was performed and shall describe in detail the Work rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the Work performed for each day in the period. City will pay Contractor all undisputed fees within 30 days of receiving Contractor's invoice. City will not withhold any applicable federal or state payroll taxes or other required taxes or other authorized deductions from payments made to Contractor for Work performed under this Agreement. 3of14 5.0 Termination 5.1. This Agreement may be terminated by City, without cause, or by Contractor based on reasonable cause, upon giving the other party written notice thereof not less than thirty (30) days prior to the date of termination. 5.2. Notwithstanding Subsection 5.1, this Agreement may be terminated by City upon 10 days' notice to Contractor if Contractor fails to provide satisfactory evidence of renewal or replacement of any insurance policy required by this Agreement at least 30 days before the expiration date of the previous policy(ies). 5.3. Notice of termination shall be given in accordance with Section 7.0. 6.0 Party Representatives 6.1. The Director of Public Works is the City's representative for purposes of this Agreement. 6.2. Mark A Barrett, President, is Contractor's representative for purposes of this Agreement. Contractor may not change its representative without the prior written approval of City, which approval shall not be unreasonably withheld. 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 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 Contractor: B & B Nurseries, Inc. 9505 Cleveland Ave. Riverside, California 92503 Attn: Mark A Barrett, President 7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 8.0 Personnel Contractor has or shall secure, at its own expense, all personnel required to perform all Work under this Agreement. Any person who performs any of the Work 4 of 14 shall possess the qualifications, permits, and licenses required by State and local law to perform such Work. 9.0 Independent Contractor 9.1. Contractor is and shall at all times remain an independent contractor and not an employee of the City, and neither Contractor or any of its principals, directors, officers or employees are entitled to participate in any wages, salaries, pension plan, insurance, bonus or similar benefits that City provides for its employees. All Work provided pursuant to this Agreement shall be performed by Contractor or under its exclusive supervision, direction and control. Contractor will determine the means, methods, and details of performing the Work. Contractor shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Work and compliance with the customary professional standards. 9.2. Any personnel of Contractor performing Work under this Agreement on behalf of Contractor shall also not be employees or agents of City and shall at all times be under Contractor's exclusive supervision, direction and control. Contractor shall pay all wages, salaries, and other amounts due its personnel in connection with their performance of Work under this Agreement and as required by law. Contractor shall be responsible for all reports, withholdings, deductions and other obligations respecting such personnel, including, but not limited to: Social Security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 9.3. To the fullest extent permitted by law, Contractor shall defend (with legal counsel acceptable to City), indemnify and hold harmless City and its elected and appointed officials, officers, employees, attorneys, agents, servants, designated volunteers, those City 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 or caused by Contractor's personnel practices or any negligent or willful act or omission of Contractor related to or arising out of this Section 9.0. In addition to any other remedies under this Agreement or law, City shall have the right to offset against the amount of any fees due to Contractor under this Agreement any amount due to City from Contractor as a result of Contractor's failure or refusal to promptly defend, indemnify and pay to City any defense costs, reimbursement or indemnification arising under this Section 9.0. Contractor's defense and indemnification obligations under this Section are in addition to Contractor's defense and indemnification obligations of Section 14.0. 10.0 Subcontractors No portion of this Agreement shall be subcontracted without the prior written approval of City. Contractor is fully responsible to City for the performance of any and all subcontractors. 5of14 11.0 Assignment Contractor 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. 12.0 Inspection and Audit of Records Contractor shall maintain complete and accurate records with respect to all Work and other matters covered under this Agreement, including but expressly not limited to, all Work performed, salaries, wages, invoices, time cards, cost control sheets, costs, expenses, receipts and other records with respect to this Agreement. Contractor shall maintain adequate records on the Work provided in sufficient detail to permit an evaluation of all Work in connection therewith. All such records shall be clearly identified and readily accessible. At all times during regular business hours, Contractor shall provide City with free access to such records, and the right to examine and audit the same and to make copies and transcripts as City deems necessary, and shall allow inspection of all program data, information, documents, proceedings and activities and all other matters related to the performance of the Work under this Agreement. Contractor shall retain all financial and program service records and all other records related to the Work and performance of this Agreement for at least three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. City's rights under this Section 12.0 shall survive for three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. 13.0 Insurance 13.1. Liability Insurance. Contractor shall procure and maintain in full force and effect for the duration of this Agreement insurance against claims for bodily injury, death, personal injury, property damage and professional negligence which may arise from or in connection with the performance of the Work hereunder by Contractor, and its directors, officers, employees, agents, representatives, and subcontractors. 13.2. Minimum Scope of Insurance. Unless otherwise approved by City, coverage shall be at least as broad as: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto). Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. 6of14 than: 13.3. Minimum Limits of Insurance. Contractor shall maintain limits no less General Liability: $2,000,000 per occurrence and in the aggregate for bodily injury, death, personal injury and property damage. Commercial General Liability Insurance or other form with a general aggregate limit shall apply separately to this Agreement or the general limit shall be twice the required occurrence limit. Automobile Liability: $1,000,000 per accident for bodily injury and property damage. Employer's Liability: $1,000,000 per accident and in the aggregate for bodily injury or disease; and Workers' Compensation Insurance in the amount required by law. Professional Liability (or Errors and Omissions Insurance): $1,000,000 per claim/aggregate. 13.4. Deductibles and Self -Insured Retentions. Contractor shall inform City of any deductibles or self-insured retentions except with respect to professional liability insurance. 13.5. Other Insurance Provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: 13.5.1. City, its elected and appointed officers, officials, employees, servants, attorneys, agents, designated volunteers, and those City agents serving as independent contractors in the role of City officials, shall be covered as additional insureds as respects: liability arising out of activities performed by or on behalf of Contractor; products and completed operations of Contractor; premises owned, occupied or used by Contractor; or automobiles owned, leased, hired or borrowed by Contractor. The coverage shall contain no limitations on the scope of protection afforded to City, its elected and appointed officers, officials, employees, servants, attorneys, agents, designated volunteers, and those City agents serving as independent contractors in the role of City officials which are not also limitations applicable to the named insured. 13.5.2. For any claims related to this Agreement, Contractor's insurance coverage shall be primary insurance as respects City, its elected and appointed officers, officials, employees, servants, attorneys, agents, designated volunteers, and those City agents serving as independent contractors in the role of City officials. Any insurance or self-insurance maintained by City, its elected and appointed officers, officials, employees, servants, attorneys, agents, designated volunteers, and those City agents serving as independent contractors in the role of City officials shall be excess of Contractor's insurance and shall not contribute with it. 7of14 13.5.3. Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 13.5.4. Each insurance policy required by this Agreement shall be endorsed to state that 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 City, or 10 days' prior written notice by express overnight mail if cancellation is due to nonpayment of premiums. 13.5.5. Each insurance policy, except for the professional liability policy (or errors and omissions policy), required by this Agreement shall expressly waive the insurer's right of subrogation against City and its elected and appointed officials, officers, employees, servants, agents, attorneys, designated volunteers, those City agents serving as independent contractors in the role of City officials. 13.6. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VIII unless waived in writing by City's Risk Manager. 13.7. Verification of Coverage. All insurance coverages shall be confirmed by execution of endorsements on forms approved by City. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by City before Work commence. As an alternative to City forms, Contractor's insurer may provide complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications. 14.0 Indemnification, Hold Harmless, and Duty to Defend 14.1. Indemnification for Professional Services. To the fullest extent permitted by law, Contractor shall, at its sole cost and expense, protect, defend, hold harmless and indemnify the City, its elected and appointed officials, officers, attorneys, employees, agents, servants, designated volunteers, successors, assigns, and those City agents serving as independent contractors in the role of City officials (collectively "Indemnitees" in this Section 14.0), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, liens, and losses of any nature whatsoever, including reasonable fees of accountants, attorneys and other professionals, and all costs associated therewith (collectively "Claims"), to the extent they arise out of, pertain to, or relate to, in whole or in part, the negligence, recklessness or willful misconduct of Contractor, and/or its officers, directors, employees, agents, servants, subcontractors, contractors or their officers, agents, employees or servants (or any entity or individual that Contractor shall bear the legal liability thereof) in the performance of professional services under this Agreement. Contractor shall defend the Indemnitees in any action or actions filed in connection with any Claims with counsel of the Indemnitees' choice, and shall pay all 8of14 costs and expenses, including all attorneys' fees and experts' costs actually incurred in connection with such defense. Contractor shall reimburse the Indemnitees for any and all legal expenses and costs incurred by the Indemnitees in connection therewith. 14.2. Other Indemnities. Other than in the performance of professional services (as provided in Subsection 14.1), and to the fullest extent permitted by law, Contractor shall, at its own cost and expense, defend, hold harmless and indemnify the Indemnitees (as defined in Subsection 14.1) from and against any and all damages, claims, demands, causes of action, proceedings, judgments, injuries, liabilities, losses, liens, penalties, costs, and expenses, in law or equity, of any nature whatsoever, including but not limited to fees and costs of accountants, attorneys and other professionals, and all fees, costs and expenses associated therewith, and the payment of all consequential damages (collectively "Damages") in law or in equity, whether actual, alleged or threatened, including but not limited to, Damages relating to death or injury to any person and injury to any property, which arise out of, pertain to, or relate to the acts or omissions of Contractor or any of its officers, directors, employees, subcontractors, materialmen, suppliers, contractors, or agents, or their officers, agents, servants or employees (or any entity or individual that Contractor shall bear the legal liability thereof) in the performance of this Agreement, except for (i) Damages arising from the Indemnitees' sole negligence or willful misconduct to the limited extent that the Agreement is subject to Civil Code Section 2782(a), and (ii) Damages arising from the City's active negligence to the limited extent that the Agreement is subject to Civil Code Section 2782(b), provided such sole negligence, willful misconduct, or active negligence is determined by final arbitration or court decision of competent jurisdiction or by the agreement of the parties. Contractor shall defend Indemnitees in any action or actions filed in connection with any such Damages with counsel of City's choice, and shall pay all costs and expenses, including but not limited to all attorneys' fees and experts' costs actually incurred in connection therewith. Contractor's duty to defend pursuant to this Subsection 14.2 shall apply independent of any prior, concurrent or subsequent misconduct, negligent acts, errors or omissions of Indemnitees. 14.3. Contractor's defense, hold harmless and indemnification obligations under this Section 14.0 or any other provisions of this Agreement shall not be restricted to insurance proceeds, if any, received by Contractor, the City or any of the other Indemnitees as defined in Subsection 14.1. 14.4. All duties and other covenants of Contractor under this Section 14.0 shall survive termination of this Agreement. 15.0 Conflict of Interest 15.1. Contractor covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Work, or which would conflict in any manner with the performance of the Work. Contractor further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Contractor shall avoid the appearance of having any 9of14 interest, which would conflict in any manner with the performance of the Work. Contractor shall not accept any employment or representation during the term of this Agreement which is or may likely make Contractor "financially interested" (as provided in California Government Code §§ 1090 and 87100) in any decision made by City on any matter in connection with which Contractor has been retained. 15.2. Contractor further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Contractor, to solicit or obtain this Agreement. Nor has Contractor paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Contractor, 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 Contractor hereunder the full amount or value of any such fee, commission, percentage or gift. 15.3. Contractor warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, noncontractual, financial, proprietary, or otherwise, in this transaction or in the business of Contractor, and that if any such interest comes to the knowledge of Contractor at any time during the term of this Agreement, Contractor 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. 16.0 Suspension City may, in writing, order Contractor to suspend all or any part of the Work for the convenience of the City or for work stoppages beyond the control of City or Contractor. A suspension of the Work does not void or terminate this Agreement. 17.0 Equal Opportunity Contractor affirmatively represents that it is an equal opportunity employer. Contractor shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, disability, 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. 18.0 Safety Requirements All Work performed under this Agreement shall be performed in such a manner as to provide safety to the public and to meet or exceed the safety standards outlined by CAL OSHA. City may issue restraint or cease and desist orders to Contractor, when unsafe or harmful acts are observed or reported relative to the performance of the work. Contractor shall maintain the work sites free of hazards to persons and property 10 of 14 resulting from its operations. Contractor shall immediately report to City any hazardous condition noted by Contractor. 19.0 Labor Code Compliance Certification [Labor Code Sections 1720, 1773.8, 1775, 1776, 1777.5,1813, 1860, 1861, 3700] 19.1. Contractor acknowledges that this contract is subject to the provisions of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code relating to public works and the City and agrees to be bound by all the provisions thereof as though set forth in full herein. 19.2. Contractor agrees to comply with the provisions of California Labor Code Section 1773.8 which requires the payment of travel and subsistence payments to each worker needed to execute the work to the extent required by law. 19.3. Contractor agrees to comply with the provisions of California Labor Code Sections 1771, 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. Contractor shall, as a penalty to City, forfeit not more than two-hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the California Director of Industrial Relations (see http://www.dir.ca.gov/OPRUDPreWageDetermination.htm) for the work or craft in which the worker is employed for any public work done under the contract by Contractor or by any subcontractor. 19.4. Contractor agrees to comply with the provisions of California Labor Code Section 1776 which, among other things, require Contractor and each subcontractor to (1) keep accurate payroll records, (2) certify and make such payroll records available for inspection as provided by Section 1776, and (3) inform City of the location of the records. Contractor is responsible for compliance with Section 1776 by itself and all of its subcontractors. 19.5. Contractor agrees to comply with the provisions of California Labor Code Section 1777.5 concerning the employment of apprentices on public works projects, and further agrees that Contractor is responsible for compliance with Section 1777.5 by itself and all of its subcontractors. 19.6. Contractor agrees to comply with the provisions of California Labor Code Section 1813 concerning penalties for workers who work excess hours. Contractor shall, as a penalty to City, forfeit twenty-five dollars ($25) for each worker employed in the execution of the contract by Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the California Labor Code. 19.7. California Labor Code Sections 1860 and 3700 provide that every contractor will be required to secure the payment of compensation to its employees. In 11 of 14 accordance with the provisions of California Labor Code Section 1861, Contractor hereby certifies as follows: "Contractor is aware of the provisions of Section 3700 of the Labor Code which 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 Contractor will comply with such provisions before commencing the performance of the work of this contract." 20.0 Permits and Licenses Contractor, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, licenses and certificates as may be required in connection with the performance of the Work under this Agreement, including, without limitation, a City of Seal Beach business license as may be required by the Seal Beach Municipal Code. 21.0 Time of the Essence Time is of the essence in respect to all provisions of this Agreement that specify a time for performance. 22.0 Entire Agreement This Agreement contains the entire Agreement of the Parties with respect to the subject matter hereof, and supersedes all prior oral and written negotiations, understandings, representations, or agreements. This Agreement may only be modified by a writing signed by both Parties. 23.0 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. 24.0 Governing Law; Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to conflict of law principles, except that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in interpreting this Agreement. Any dispute that arises under or relates to this Agreement shall be resolved in the superior court or federal court with geographic jurisdiction over the City. 25.0 No Third Party Rights No third party shall be deemed to have any rights hereunder against either Party as a result of this Agreement. 12 of 14 26.0 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. In no event shall the making by City of any payment to Contractor constitute or be construed as a waiver by City of any breach of covenant, or any default which may then exist on the part of Contractor, and the making of any such payment by City shall in no way impair or prejudice any right or remedy available to City with regard to such breach or default. 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. 27.0 Attorneys' Fees If a Party commences any litigation or other action against the other Party, either legal, administrative, or otherwise, arising out of or in connection with this Agreement, the prevailing Party in such action shall be entitled to have and recover from the losing Party all of its reasonable attorneys' fees and other costs incurred in connection therewith. 28.0 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. 29.0 Corporate Authority The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of said Parties and that by their execution, the Parties are formally bound to the provisions of this Agreement. (Intentionally Left Blank) 13 of 14 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 By: k -AI R. Ingram, City Manager Attest: CONTRACTOR: B & B Nurseries, Inc., a Corporation. By: Name:!r►G�G�s7'o'""- Its: ���✓�9%-f— r 1Qr ;U Name: Approv:afag as to Form: By: Af ..Steele, City Attorney Its: 14 of 14 Proposal / Contract The Landscape Center so www.ticnurseries.com 9505 Cleveland Ave %%so Fax # (951) 352-3655 Riverside CA 92503 m\// •••oso Phone # (951) 352-8383 State Contractors Lic. # 553561 Noo' The DIR# 1000004091 Lagildscape Centege Job Location: Gum Grove Park Proposal Submitted to: Oak Tree Proposal Project Name: City of Seal Beach Cresent View and Avalon Drive 211 Eighth Street Seal Beach, CA Seal Beach, CA 90740 Gum Grove Park Attn: Joseph Talarico Cell Phone Contact E-mail Customer Fax Customer Contact Date 12/12/2019 Eurnent # 771434 Bid No. Terms On Completion Qty Job Description Price Each Total ---------------OAK TREE PROPOSAL ------------- FURNISH AND DELIVER THE FOLLOWING: 5 96" Box Quercus agrifolia LB 8,625.00 43,125.00 5 Sales Tax @ 8.75% 754.69 3,773.45 5 Freight Charge 250.00 1,250.00 INSTALL THE FOLLOWING TREES IN 1 MOBILIZATION: 5 Install 96" Box Quercus agrifolia. Price includes excavating tree planting pit to approximately 18" greater 3,500.00 17,500.00 than the rootball size on all sides and installation of tree in location utilizing on site native soil as backfill with (4) 4" perforated pipe inspection tubes. No final irrigation work is included. 5 Guying of each tree 250.00 1,250.00 1 Soil testing for amendment recommendations on tree backfill 400.00 400.00 1 Soil Amendment for the backfill of 5 trees 1,200.00 1,200.00 -------------------------------------------------- CONDITIONS: Includes State prevailing wages and certified payrolls; Landscape Tree Maintenance Classifications. The Landscape Center is an open shop contractor and non -signatory to any labor agreements. This proposal is based on non-union labor and non-union equipment. No bonding to be furnished Prior to commencement of work, preliminary project information is required. Site is to be readily accessible to backhoe excavation, workmen with hand tools, semi -truck and trailer. Placement of trees will be with a 70 Ton Crane directly adjacent to tree pits. No Retention to be held Pricing is based on performing all work to be done during normal weekday (Monday -Friday) daylight working hours. Any work to be performed outside normal working hours will be charged an additional premium. All necessary permits furnished by others. If this proposal is not used as the sole contract between The Landscape Center and the customer, then it is to be made part of the contract agreement issued by customer. Traffic control, if required, to be provided by others and is not included in this proposal. Metered water connection to be supplied within 100' Inspection Tube included in price. We propose to perform the above work in accordance with the drawings and specifications submitted and completed in a workmanlike manner according to the standard practices for the sum See above plus applicable taxes With payments to be made as follows progress completion. 100%,no retention to be held. Any alterations or deviation from the above specifications involving extra costs will be made only upon written agreement, and will become an extra charge over and above the estimate. All agreements are contingent upon strikes, accidents or delays beyond our control. You are to carry fire, tornado and other necessary insurance upon the above work. Our workers are fully covered by Workmen's Compensation and Public Liability Insurance. Overdue accounts will be charged at the rate of 1.5 % per month. In the event it becomes necessary to enforce this agreement by litigation, the prevailing party shall be entitled to Proposal / Contract The Landscape Center so www.ticnurseries.com 9505 Cleveland Ave \\// Fax # (951) 352-3655 Riverside CA 92503 \\// 000//I Phone # (951) 352-8383 State Contractors Lic. # 553561 moos 0 The DIR# 1000004091 Landscape centerOak Job Location: Gum Grove Park Tree Proposal Proposal Submitted to: Project Name: Gum Grove Park Cell Phone City of Seal Beach 211 Eighth Street Seal Beach, CA 90740 Atm: Joseph Talarico Cresent View and Avalon Drive Seal Beach, CA Contact E-mail Customer Fax Customer Contact Date 12/12/2019 Document # 771434 Bid No. Terms On Completion Qty Job Description Price Each Total This proposal does not include any aftercare, maintenance or guarantee. These items can be provided with an additional monthly maintenance cost. This proposal does not include any irrigation installation to the trees. Irrigation installation is to be performed by others (City of Seal Beach). Tree boxes, blocks, beams, etc. is to remain property of The Landscape Center. This proposal is based on performing the work in 1 continuous operation and includes 1 mobilization of crews and equipment to and from the site. Any additional mobilizations to the site will be an additional $2500. Layout and staking is to be provided by others. Although TLC takes every necessary precaution, we cannot be responsible for damage to landscape, hardscape or unmarked utilities. Includes trash & debris generated from scope of work to be removed from site. Any unforeseen underground obstacles that cause delays and/or use of additional equipment not normally used in the scope of work will be considered extra work. All demo and removal work adjacent to the trees to be installed is to be performed prior to start of tree installation operations. This is to be performed by others and is not included in this proposal. Pricing based on all excavation performed by backhoe, Hand digging will be considered extra work Quantities and exact heights are subject to availability when order is placed. Export of soil generated from our excavation is not included in this proposal. Pricing is based on stockpiling excavated spoils in a location on site. We propose to perform the above work in accordance with the drawings and specifications submitted and completed in a workmanlike manner according to the standard practices for the sum See above plus applicable taxes With payments to be made as follows progress completion. 100%,no retention to be held. Any alterations or deviation from the above specifications involving extra costs will be made only upon written agreement, and will become an extra charge over and above the estimate. All agreements are contingent upon strikes, accidents or delays beyond our control. You are to carry fire, tornado and other necessary insurance upon the above work. Our workers are fully covered by Workmen's Compensation and Public Liability Insurance. Overdue accounts will be charged at the rate of 1.5 % per month. In the event it becomes necessary to enforce this agreement by litigation, the prevailing party shall be entitled to Subtotal $68,498.45 Sales Tax (0.0%) $0.00 Total $68,498.45 ACC>RDO CERTIFICATE OF LIABILITY INSURANCE DATE (MM/D fY ) 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 Bowermaster & Associates 10805 Holder St Ste 350 Cypress CA 90630 CONTACT NAME: DenlSe LO eZ PHCNNo Ext): 714-733-6219 A/C. No): 714-252-8253 ADDRIESS: dlopez@bowermaster.com INSURERS AFFORDING COVERAGE NAIC # INSURERA: Continental Insurance Company 35289 Y INSURED LANDCEN-01 B & B Nurseries, Inc. dba: The Landscape Center 9505 Cleveland Avenue INSURER B : Cypress Ins Co 10855 INSURER C: American Casualty Company CNA Ins Co 20427 INSURER D: Riverside CA 92503 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:21450RRgFR RFVISIC)N 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 I TYPE OF INSURANCE ADDL SUBR POLICYNUMBER POLICY EFF MM/DD/YYYY) POLICY EXP (MMIDD1YYYY1 LIMITS A X COMMERCIALGENERALLIABILITY Y Y 5095050641 10/31/2019 10/31/2020 EACHOCCURRENCE $1,000,000 CLAIMS -MADE OCCUR DAMAGES( RENTED PREMISES Ea occurrence) $100,000 X Subsidence Ded MED EXPAn ( y one person) $ 15,000 10,000 PERSONAL &ADV INJURY $1,000,000 GEN'L AGGREGATE LIMITAPPLIES PER: POLICY PRO_ EX] LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS -COMP/OPAGG $2,000,000 $ OTHER: C AUTOMOBILE LIABILITY Y Y 5095717529 10/31/2019 10/31/2020 COMBINED Ea accidentSINGLELIMIT $1,000,000 X ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident ( ) $ XHIRED AUTOS ONLY AUTOS ONLY Ix NON -OWNED PROPERTY DAMAGE $ Per accident A X UMBRELLALIAB Xd OCCUR 5095717532 10/31/2019 10/31/2020 EACH OCCURRENCE $ 9,000,000 EXCESS LIAB CLAIMS -MADE AGGREGATE $ 9,000,000 DED X RETENTION $ $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y I N ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? ❑ N/A Y BBWC123159 4/1/2020 4/1/2021 X I STATUTE EORH E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 (Mandatory in NH) If yes, describe under E.L. DISEASE - POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: Gum Grove Tree Park Installation City of Seal Beach, its elected and appointed officers, officials, employees, servants, attorneys, agents, designated volunteers, and those City agents serving as independent contractors in the role of City officials are Additional Insured as respects to General Liability and Auto Liability; coverage is Primary, and Waiver of Subrogation applies per attached forms. CERTIFICATE HOLDER rANrP1 I ATInN ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Seal Beach ACCORDANCE WITH THE POLICY PROVISIONS. 211 - 8th Street AUTHORIZED REPRESENT IVE Seal Beach CA 90740 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD CNA NAMED INSURED: B&B Nurseries, Inc. DBA: The Landscape Center POLICY NUMBER: 5095717529 CNA63359XX (Ed. 04/12) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CONTRACTORS EXTENDED COVERAGE ENDORSEMENT - BUSINESS AUTO PLUS - This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM I. LIABILITY COVERAGE A. Who Is An Insured The following is added to Section 11, Paragraph A.1., Who Is An Insured: 1. a. Any incorporated entity of which the Named Insured owns a majority of the voting stock on the date of inception of this Coverage Form; provided that, b. The insurance afforded by this provision A.I. does not apply to any such entity that is an 'insured' under any other liability "policy' providing 'auto" coverage. 2. Any organization you newly acquire or form, other than a limited liability company, partnership or joint venture, and over which you maintain majority ownership interest. The insurance afforded by this provision A.2.: a. Is effective on the acquisition or formation date, and is afforded only until the end of the policy period of this Coverage Form, or the next anniversary of its inception date, whichever is earlier. b. Does not apply to: (1) "Bodily injury" or 'property damage' caused by an 'accident' that occurred before you acquired or formed the organization; or (2) Any such organization that is an 'Insured' under any other liability "policy' providing 'auto' coverage. 3. Any person or organization that you are required by a written contract to name as an additional insured is an 'insured" but only with respect to their legal liability for acts or omissions of a person, who qualifies as an "insured" under Section II — Who Is An Insured and for whom Liability Coverage is afforded under this policy. If required by written contract, this insurance will be primary and non-contributory to insurance on which the additional insured is a Named Insured. 4. An "employee' of yours is an 'insured' while operating an 'auto' hired or rented under a contract or agreement in that 'employee's" name, with your permission, while performing duties related to the conduct of your business. "Policy,' as used in this provision A. Who Is An Insured, includes those policies that were in force on the inception date of this Coverage Form but: 1. Which are no longer in force; or 2. Whose limits have been exhausted. B. Bail Bonds and Loss of Earnings Section II, Paragraphs A.2. (2) and A.2. (4) are revised as follows: 1. In a.(2), the limit for the cost of bail bonds is changed from $2,000 to $5,000; and 2. In a.(4), the limit for the loss of earnings is changed from $250 to $500 a day. C. Fellow Employee Section II, Paragraph B.5 does not apply. Such coverage as is afforded by this provision C is excess over any other collectible insurance. II. PHYSICAL DAMAGE COVERAGE A. Glass Breakage — Hitting A Bird Or Animal — Failing Objects Or Missiles The following is added to Section III, Paragraph A.3.. With respect to any covered "auto,' any deductible shown in the Declarations will not apply to glass breakage if such glass is repaired, in a manner acceptable to us, rather than replaced. B. Transportation Expenses Section III, Paragraph AA.a. is revised, with respect to transportation expense incurred by you, to provide: a. $60 per day, in lieu of $20; subject to b. $1,800 maximum, in lieu of $600. C. Loss of Use Expenses Section III, Paragraph A.4.b. is revised, with respect to loss of use expenses incurred by you, to provide: a. $1,000 maximum, in lieu of $600. CNA63359XX Copyright, CNA Corporation, 2000. (Ed. 04/12) Includes copyrighted material of the Insurance Services Office used with its permission. Page 1 of 3 NAMED INSURED: B&B Nurseries, Inc. DBA: The Landscape Center POLICY NUMBER: 5095717529 D. Hired 'Autos" The following is added to Section Ill. Paragraph A.: 5. Hired 'Autos" If Physical Damage coverage is provided under this policy, and such coverage does not extend to Hired Autos, then Physical Damage coverage is extended to: a. Any covered 'auto" you lease, hire, rent or borrow without a driver; and b. Any covered 'auto' hired or rented by your "employee' without a driver, under a contract in that individual "employee's' name, with your permission, while performing duties related to the conduct of your business. c. The most we will pay for any one 'accident' or 'loss' is the actual cash value, cost of repair, cost of replacement or $75,000, whichever is less, minus a $500 deductible for each covered auto. No deductible applies to 'loss' caused by fire or lightning. d. The physical damage coverage as is provided by this provision is equal to the physical damage coverage(s) provided on your owned 'autos.' e. Such physical damage coverage for hired "autos" will: (1) Include loss of use, provided it is the consequence of an 'accident' for which the Named Insured is legally liable, and as a result of which a monetary loss is sustained by the leasing or rental concern. (2) Such coverage as is provided by this provision will be subject to a limit of $750 per 'accident.' E. Airbag Coverage The following is added to Section III, Paragraph B.3.: The accidental discharge of an airbag shall not be considered mechanical breakdown. F. Electronic Equipment Section III, Paragraphs B.4.c and 13.4.41. are deleted and replaced by the following: c. Physical Damage Coverage on a covered "auto' also applies to "loss' to any permanently installed electronic equipment including its antennas and other accessories. CNA63359XX (Ed. 04/12) d. A $100 per occurrence deductible applies to the coverage provided by this provision. G. Diminution In Value The following is added to Section III, Paragraph B.6.. Subject to the following, the 'diminution in value" exclusion does not apply to: a. Any covered "auto" of the private passenger type you lease, hire, rent or borrow, without a driver for a period of 30 days or less, while performing duties related to the conduct of your business; and b. Any covered 'auto" of the private passenger type hired or rented by your "employee" without a driver for a period of 30 days or less, under a contract in that individual "employee's' name, with your permission, while performing duties related to the conduct of your business. c. Such coverage as is provided by this provision is limited to a 'diminution in value' loss arising directly out of accidental damage and not as a result of the failure to make repairs; faulty or incomplete maintenance or repairs; or the installation of substandard parts. d. The most we will pay for 'loss' to a covered 'auto' in any one accident is the lesser of: (1) $5,000; or (2) 20% of the 'auto's" actual cash value (ACV). III. Drive Other Car Coverage— Executive Officers The following is added to Sections II and III: 1. Any 'auto' you don't own, hire or borrow is a covered "auto" for Liability Coverage while being used by, and for Physical Damage Coverage while in the care, custody or control of, any of your "executive officers," except: a. An 'auto' owned by that "executive officer" or a member of that person's household; or b. An 'auto' used by that 'executive officer' while working in a business of selling, servicing, repairing or parking "autos.' Such Liability and/or Physical Damage Coverage as is afforded by this provision. (1) Equal to the greatest of those coverages afforded any covered 'auto'; and CNA63359XX copyright, CNA Corporation, 2000. Page 2 of 3 (Ed. 04/12) Includes copyrighted material of the Insurance services Office used with Its permission. NAMED INSURED: B&B Nurseries, Inc. DBA: The Landscape Center POLICY NUMBER: 5095717529 (2) Excess over any other collectible insurance. 2. For purposes of this provision, 'executive officer' means a person holding any of the officer positions created by your charter, constitution, by- laws or any other similar governing document, and, while a resident of the same household, includes that person's spouse. Such 'executive officers' are 'insureds' while using a covered 'auto' described in this provision. IV. BUSINESS AUTO CONDITIONS A. Duties In The Event Of Accident, Claim, Suit Or Loss The following is added to Section IV, Paragraph A.2.a.. (4) Your 'employees" may know of an 'accident' or "loss." This will not mean that you have such knowledge, unless such 'accident" or 'loss' is known to you or if you are not an individual, to any of your executive officers or partners or your insurance manager. The following is added to Section IV, Paragraph A.2.b.: (6) Your "employees" may know of documents received concerning a claim or 'suit.' This will not mean that you have such knowledge, unless receipt of such documents is known to you or if you are not an individual, to any of your executive officers or partners or your insurance manager. B. Transfer Of Rights Of Recovery Against Others To Us The following is added to Section IV, Paragraph A.5. Transfer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have, because of payments we make for injury or CNA63359XX (Ed. 04/12) damage, against any person or organization for whom or which you are required by written contract or agreement to obtain this waiver from US. This injury or damage must arise out of your activities under a contract with that person or organization. You must agree to that requirement prior to an 'accident" or 'loss.' C. Concealment, Misrepresentation or Fraud The following is added to Section IV, Paragraph B.2.. Your failure to disclose all hazards existing on the date of inception of this Coverage Form shall not prejudice you with respect to the coverage afforded provided such failure or omission is not intentional. D. Other Insurance The following is added to Section IV, Paragraph B.S.: Regardless of the provisions of Paragraphs 5.a. and 5.d. above, the coverage provided by this policy shall be on a primary non-contributory basis. This provision is applicable only when required by a written contract. That written contract must have been entered into prior to 'Accident" or "Loss.' E. Policy Period, Coverage Territory Section IV, Paragraph B. 7.(S).(a). is revised to provide: a. 45 days of coverage in lieu of 30 days. V. DEFINITIONS Section V. Paragraph C. is deleted and replaced by the following: 'Bodily injury' means bodily injury, sickness or disease sustained by a person, including mental anguish, mental injury or death resulting from any of these. CNA63359XX Copyright, CNA Corporation, 2000. Page 3 of 3 (Ed. 04112) Includes copyrighted materlal of the Insurance Services Office used with Its permission. CWA Contractors' General Liability Extension Endorsement 1. ADDITIONAL INSUREDS a. WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs A. through H. below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement: (1) is currently in effect or becomes effective during the term of this Coverage Part; and (2) was executed prior to: (a) the bodily injury or property damage; or (b) the offense that caused the personal and advertising injury, for which such additional insured seeks coverage. b. However, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: (1) a higher limit of insurance than required by such contract or agreement; or (2) coverage broader than required by such contract or agreement, and in no event broader than that described by the applicable paragraph A. through H. below. Any coverage granted by this endorsement shall apply only to the extent permissible by law. A. Controlling Interest Any person or organization with a controlling interest in a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising Injury arising out of: 1. such person or organization's financial control of a Named Insured; or 2. premises such person or organization owns, maintains or controls while a Named Insured leases or occupies such premises; provided that the coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. B. Co-owner of Insured Premises A co-owner of a premises co -owned by a Named Insured and covered under this insurance but only with respect to such co -owner's liability for bodily injury, property damage or personal and advertising injury as co-owner of such premises. C. Lessor of Equipment Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused, in whole or in part, by the Named Insured's maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. D. Lessor of Land Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such land, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. CNA74705XX (1-15) Page 2 of 17 Policy No: 5095050641 Endorsement No:1 Insured Name: B&B Nurseries, Inc. DBA: The Landscape Center Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA Contractors' General Liability Extension Endorsement E. Lessor of Premises An owner or lessor of premises leased to the Named Insured, or such owner or lessor's real estate manager, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such part of the premises leased to the Named Insured, and provided that the occurrence giving rise to such bodily injury or property damage, or the offense giving rise to such personal and advertising injury, takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. F. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee or receiver's liability for bodily injury, property damage or personal and advertising injury arising out of the Named Insured's ownership, maintenance, or use of a premises by a Named Insured. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. G. State or Governmental Agency or Subdivision or Political Subdivisions — Permits A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization but only with respect to such state or governmental agency or subdivision or political subdivision's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. the following hazards in connection with premises a Named Insured owns, rents, or controls and to which this insurance applies: a. the existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or b. the construction, erection, or removal of elevators; or c. the ownership, maintenance or use of any elevators covered by this insurance; or 2. the permitted or authorized operations performed by a Named Insured or on a Named Insured's behalf. The coverage granted by this paragraph does not apply to: a. Bodily injury, property damage or personal and advertising injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision; or b. Bodily injury or property damage included within the products -completed operations hazard. With respect to this provision's requirement that additional insured status must be requested under a written contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured. H. Trade Show Event Lessor 1. With respect to a Named Insured's participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named Insured is required to include as an additional insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury caused by: a. the Named Insured's acts or omissions; or b. the acts or omissions of those acting on the Named Insured's behalf, CNA74705XX (1-15) Page 3 of 17 Policy No: 5095050641 Endorsement No: 1 Insured Name: B&B Nurseries, Inc. DBA: The Landscape Center Copyright CNA All Rights Reserved. Includes copyrighted material or Insurance Services office, Inc., with its permission. Contractors' General Liability Extension Endorsement in the performance of the Named Insured's ongoing operations at the trade show event premises during the trade show event. 2. The coverage granted by this paragraph does not apply to bodily injury or property damage included within the products -completed operations hazard. 2. ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non- contributory relative to an additional insured's own insurance, then this insurance is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional insured's own insurance means insurance on which the additional insured is a named insured. Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization. 3. BODILY INJURY — EXPANDED DEFINITION Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury, sickness or disease. 4. BROAD KNOWLEDGE OF OCCURRENCE/ NOTICE OF OCCURRENCE Under CONDITIONS, the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit is amended to add the following provisions: A. BROAD KNOWLEDGE OF OCCURRENCE The Named Insured must give the Insurer or the Insurer's authorized representative notice of an occurrence, offense or claim only when the occurrence, offense or claim is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or an employee designated by any of the above to give such notice. B. NOTICE OF OCCURRENCE The Named Insured's rights under this Coverage Part will not be prejudiced if the Named Insured fails to give the Insurer notice of an occurrence, offense or claim and that failure is solely due to the Named Insured's reasonable belief that the bodily injury or property damage is not covered under this Coverage Part. However, the Named Insured shall give written notice of such occurrence, offense or claim to the Insurer as soon as the Named Insured is aware that this insurance may apply to such occurrence, offense or claim. 5. BROAD NAMED INSURED WHO IS AN INSURED is amended to delete its Paragraph 3. in its entirety and replace it with the following: 3. Pursuant to the limitations described in Paragraph 4. below, any organization in which a Named Insured has management control: a. on the effective date of this Coverage Part; or b. by reason of a Named Insured creating or acquiring the organization during the policy period, qualifies as a Named Insured, provided that there is no other similar liability insurance, whether primary, contributory, excess, contingent or otherwise, which provides coverage to such organization, or which would have provided coverage but for the exhaustion of its limit, and without regard to whether its coverage is broader or narrower than that provided by this insurance. CNA74705XX (1-15) Page 4 of 17 Policy No:5095050641 Endorsement No:1 Insured Name: B&B Nurseries, Inc. DBA; The Landscape Center Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with Its permission. OVA Contractors' General Liability Extension Endorsement (d) explosion. B. The following paragraph is added to LIMITS OF INSURANCE: Subject to 5. above, $100,000 is the most the Insurer will pay under Coverage A for the sum of damages arising out of any one occurrence because of property damage to your product and your work that is caused by fire, smoke, collapse or explosion and is included within the product -completed operations hazard. This sublimis does not apply to property damage to your work if the damaged work, or the work out of which the damage arises, was performed on the Named Insured's behalf by a subcontractor. C. This Broadened Liability Coverage For Damage To Your Product And Your Work Provision does not apply if an endorsement of the same name is attached to this policy. 7. CONTRACTUAL LIABILITY — RAILROADS With respect to operations performed within 50 feet of railroad property, the definition of insured contract is replaced by the following: Insured Contract means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire to premises while rented to a Named Insured or temporarily occupied by a Named Insured with permission of the owner is not an insured contract; b. A sidetrack agreement; c. Any easement or license agreement; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or agreement pertaining to the Named Insured's business (including an indemnification of a municipality in connection with work performed for a municipality) under which the Named Insured assumes the tort liability of another party to pay for bodily injury or property damage 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 and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; (2) Under which the Insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities. 8. ELECTRONIC DATA LIABILITY A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete exclusion p. Electronic Data and replace it with the following: This insurance does not apply to: p. Access Or Disclosure Of Confidential Or Personal Information And Data -related Liability Damages arising out of: CNA74705XX (1-15) Policy No: 5095050641 Page 6 of 17 Endorsement No: 1 Insured Name: B&B Nurseries, Inc. DBA: The Landscape Center Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc„ with its permission. C/VA Contractors' General Liability Extension Endorsement 10. EXPECTED OR INTENDED INJURY — EXCEPTION FOR REASONABLE FORCE Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it with the following: This insurance does not apply to: 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. 11. GENERAL AGGREGATE LIMITS OF INSURANCE - PER PROJECT A. For each construction project away from premises the Named Insured owns or rents, a separate Construction Project General Aggregate Limit, equal to the amount of the General Aggregate Limit shown in the Declarations, is the most the Insurer will pay for the sum of; 1. All damages under Coverage A, except damages because of bodily injury or property damage included in the products -completed operations hazard; and 2. All medical expenses under Coverage C. that arise from occurrences or accidents which can be attributed solely to ongoing operations at that construction project. Such payments shall not reduce the General Aggregate Limit shown in the Declarations, nor the Construction Project General Aggregate Limit of any other construction project. B. All: 1. Damages under Coverage B, regardless of the number of locations or construction projects involved; 2. Damages under Coverage A, caused by occurrences which cannot be attributed solely to ongoing operations at a single construction project, except damages because of bodily injury or property damage included in the products -completed operations hazard; and 3. Medical expenses under Coverage C caused by accidents which cannot be attributed solely to ongoing operations at a single construction project, will reduce the General Aggregate Limit shown in the Declarations. C. The limits shown in the Declarations for Each Occurrence, for Damage To Premises Rented To You and for Medical Expense continue to apply, but will be subject to either the Construction Project General Aggregate Limit or the General Aggregate Limit shown in the Declarations, depending on whether the occurrence can be attributed solely to ongoing operations at a particular construction project. D. When coverage for liability arising out of the products -completed operations hazard is provided, any payments for damages because of bodily injury or property damage included in the products -completed operations hazard will reduce the Products -Completed Operations Aggregate Limit shown in the Declarations, regardless of the number of projects involved. E. If a single construction project away from premises owned by or rented to the Insured has been abandoned and then restarted, or if the authorized contracting parties deviate from plans, blueprints, designs, specifications or timetables, the project will still be deemed to be the same construction project. F. The provisions of LIMITS OF INSURANCE not otherwise modified by this endorsement shall continue to apply as stipulated. CNA74705XX (1-15) Page 8 of 17 Policy No: 5095050641 Endorsement No; 1 Insured Name: B&B Nurseries, Inc. DBA: The Landscape Center Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA Contractors' General Liability Extension Endorsement A. Paragraph 1.b. is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a $5,000. limit; and B. Paragraph 1.d. is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1,000. limit. 24. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured's Coverage Part, the Insurer will not deny coverage under this Coverage Part because of such failure. 25. WAIVER OF SUBROGATION - BLANKET Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1. the Named Insured's ongoing operations; or 2. your work included in the products -completed operations hazard. However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: 1. is in effect or becomes effective during the term of this Coverage Part; and 2. was executed prior to the bodily injury, property damage or personal and advertising injury giving rise to the claim. 26. WRAP-UP EXTENSION: OCIP, CCIP, OR CONSOLIDATED (WRAP-UP) INSURANCE PROGRAMS Note: The following provision does not apply to any public construction project in the state of Oklahoma, nor to any construction project in the state of Alaska, that is not permitted to be insured under a consolidated (wrap- up) insurance program by applicable state statute or regulation. If the endorsement EXCLUSION — CONSTRUCTION WRAP-UP is attached to this policy, or another exclusionary endorsement pertaining to Owner Controlled Insurance Programs (O.C.I.P.) or Contractor Controlled Insurance Programs (C.C.I.P.) is attached, then the following changes apply: A. The following wording is added to the above -referenced endorsement; With respect to a consolidated (wrap-up) insurance program project in which the Named Insured is or was involved, this exclusion does not apply to those sums the Named Insured become legally obligated to pay as damages because of: 1. Bodily injury, property damage, or personal or advertising injury that occurs during the Named Insured's ongoing operations at the project, or during such operations of anyone acting on the Named Insured's behalf; nor 2. Bodily injury or property damage included within the products -completed operations hazard that arises out of those portions of the project that are not residential structures. B. Condition 4. Other Insurance is amend to add the following subparagraph 4.b.(1)(c): This insurance is excess over: (c) Any of the other insurance whether primary, excess, contingent or any other basis that is insurance available to the Named Insured as a result of the Named Insured being a participant in a consolidated (wrap-up) Insurance program, but only as respects the Named Insured's involvement in that consolidated (wrap-up) Insurance program. GNA74705XX (1-15) Policy No: 5095050641 Page 16 of 17 Endorsement No:1 Insured Name: B&S Nurseries, Inc. DBA: The Landscape Center Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA Contractors' General Liability Extension Endorsement C. DEFINITIONS is amended to add the following definitions: Consolidated (wrap-up) insurance program means a construction, erection or demolition project for which the prime contractor/project manager or owner of the construction project has secured general liability insurance covering some or all of the contractors or subcontractors involved in the project, such as an Owner Controlled Insurance Program (O.C.I,P.) or Contractor Controlled Insurance Program (C.C.I.P.). Residential structure means any structure where 30% or more of the square foot area is used or is intended to be used for human residency, including but not limited to: 1. single or multifamily housing, apartments, condominiums, Townhouses, co-operatives or planned unit developments; and 2. the common areas and structures appurtenant to the structures in paragraph 1. (including pools, hot tubs, detached garages, guest houses or any similar structures). However, when there is no individual ownership of units, residential structure does not include military housing, college/university housing or dormitories, long term care facilities, hotels or motels. Residential structure also does not include hospitals or prisons. This WRAP-UP EXTENSION: OCIP, CCIP, OR CONSOLIDATED (WRAP-UP) INSURANCE PROGRAMS Provision does not apply to any person or organization who otherwise qualifies as an additional insured on this Coverage Part. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA74705XX (1-15) Page 17 of 17 Policy No: 5095050641 Endorsement No: i Insured Name: B&B Nurseries, Inc. DBA: The Landscape Center Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC990410C (Ed. 01-19) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT -CALIFORNIA BLANKET BASIS We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) The additional premium for this endorsement shall be calculated by applying a factor of 2% to the total manual premium, with a minimum initial charge of $350, then applying all other pricing factors for the policy to this calculated charge to derive the final cost of this endorsement. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Blanket Waiver Person/Organization Blanket Waiver — Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. Job Description Waiver Premium (prior to adjustments) All CA Operations This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective: 4/1/2020 PolicyNo.: BBWC123159 Endorsement No.: Insured: B & B Nurseries, Inc. DBA: The Landscape Center Premium $ Insurance Company: Cypress Insurance Company Countersigned by WC 99 0410 C (Ed. 01-19)