Loading...
HomeMy WebLinkAboutURBAN CROSSROADS, INC-2018IN5URANOL"- ON FILE WORK BRAY P1iOCEED UNSILINSU ANCEEXPIRES IL t i�_ CLERKOf ,OU CIL DATE; MAY 0 2 2018 �-t5sr �� „n•�t AGREEMENT TO PROVIDE ON -CALL ENVIRONMENTAL SERVICES RELATED TO CEQA AND NEPA A-201.7-265-30 THIS AGREEMENT is made and entered into this 18th day of April, 2018 by and between Urban Crossroads, Inc., a California ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On June 7, 2017, the City issued Request for Qualification No. 17-043, by which it sought Consultants to provide on -call environmental services for the Planning and Building Agency of the City of Santa Ana. The scope of work may include any and all work efforts related to analysis of a proposed project for compliance with California Environmental Quality Act (CEQA) and National Environmental Policy Act (NEPA). This may include preparation of required technical studies, peer review of technical studies prepared by others, preparation of Initial Studies, Negative Declarations, Mitigated Negative Declarations, Environmental Impact Reports, Environmental Assessments, Environmental Impact Statements services on an as -needed basis. B. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFQ No. 17-043 and attached as Exhibit A. C. Consultant has been selected as one of the thirty-one (31) vendors which qualified for this engagement. Only those consultants approved by the City Council on October 3, 2017, shall be eligible to be engaged by the City for these services. D. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1, SCOPE OF SERVICES On an as -needed basis, and at the sole discretion of City, Consultant shall perform the services that are described in Exhibit A. Consultant's proposal is incorporated by reference as though fully set forth herein. When the need for services arise, City may initiate services through use of a letter agreement, executed by the Executive Director of the Planning and Building Agency and the Consultant. P1ge 1 of 11 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit B. The total compensation for services provided for development projects is determined upon submission of payment to the City for the full cost of the services from a developer. The Consultant shall perform the services and when the environmental report is completed, the City will pay the consultant for the completed work based upon the costs paid to the City by the developer, minus administrative costs. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals and Scope of Work, which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and continue until October 2, 2020, unless terminated earlier in accordance with Section 17, below. The term of this Agreement may be extended upon a writing executed by the City Manager and the City Attorney. 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social Page 2 of 11 security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 7. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the CITY, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary with respect to insurance or self-insurance programs maintained by the CITY; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. hi accordance with the California Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees Page 3 of 11 to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect, by consultant, without thirty (30) days prior written notice to the City. (iv) Consultant shall supply City with a fully executed additional insured endorsement. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant or its Consultants, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the Page 4 of 11 defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 10. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 11. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. Page 5 of 11 12. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services. 13. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 To Consultant: Santa Ana, CA 92702-1988 Fax: 714- 647-6956 Executive Director Planning and Building Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, CA 92702 Fax: 714-647-5897 Urban CrossRoads Haseeb Qureshi, MES 260 E. Baker Street, Suite 200 Costa Mesa, CA 92626 Tel. (949)336-5987 Email: h urq eshigurbanxroads.com A party may change its address by giving notice in writing to the other parry. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. Page 6 of 11 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. Page 7 of 11 18. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 19. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 20. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 21. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. -- signature page to follow -- Page 8 of 11 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: M1��i 01 4� i ovM of the Cou%cil APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By: c Lisa Storck Assistant City Attorney RECOMMENDED FOR APPROVAL CANDIDA NEAL Interim Executive Director Planning and Building Agency [ON LW1 TJ �_ RAUL GODINEtl City Manager 1 CONSULTANT Name: Aric Evatt Title: president Page 9 of 11 EXHIBIT A SCOPE OF SERVICES Page 10 of 11 EXHIBIT A: SCOPE OF SERVICES B. TECHNICAL STUDIES As necessary, prepare any technical studies needed to complete the environmental review or for development projects as -needed, including but not limited to: • Air Quality Study • Noise Impact Study • Environment Site Assessments • Greenhouse Gas Assessment • Health Risk Assessment • Traffic Study UMAN EXHIBIT B FEE SCHEDULE (OR) RATES AND CHARGES Page 11 of 11 EXHIBIT B: BILLING RATES FOR URBAN CROSSROADS, INC. Position Hourly Rates Principal $180 — 250 Senior Associate $130 — 200 Associate $100 — 150 Senior Analyst $80 — 120 Analyst $70 — 110 Assistant Analyst $50 — 90 Administrative Support $60 — 100 General (1) Reimbursable direct costs, such as reproduction, supplies, messenger service, long-distance telephone calls, travel, and traffic counts will be billed at cost plus ten (10) percent. (2) Hourly rates apply to work time, travel time, and time spent at public hearings and meetings. For overtime work, the above rates may be increased 50 percent. (3) Client payment for professional services is not contingent upon the client receiving payment from other parties. (4) Billing statements for work will be submitted monthly. Statements are payable within thirty (30) days of the receipt by client of statement. Any statement unpaid after thirty (30) days shall be subject to interest at the maximum permitted by law. January 18, 2016 O URBAN A p® CERTIFICATE OF LIABILITY INSURANCE E (MMIDDIYY DAr4113/20 8Yv) 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 Dealey, Renton & Associates DRA License 0020739 CONTACT Marie SwaneyRA PHONE . 626-844-3070 AIX No E-MAIL mswane deale renton.com 199 S Los Robles Ave Ste 540 Pasadena CA91101 INSURERS AFFORDING COVERAGE NAIC# INSURER A: American Automobile Ins. Co. 21849 INSURED URBANCROS Urban Crossroads, Inc. 260 E Baker St, #200 INSURER B: Travelers Casualty & Surety Co. America 31194 INSURER C: Valley Fore Insurance Company 20508 INSURER D: Continental Insurance Company 35289 Costa Mesa, CA 92626 949-606-1994 INSURER E: National Fire Insurance Cc of Hartford 20478 INSURER F: COVERAGES CERTIFICATE NUMBER: 544408614 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 AODLSUBR I D VD POLICYNUMBER POLICY EFF MMIDDIYYYY POLICY EXP MMIDD/YYYY LIMITS C X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE � OCCUR Y Y 6021297176 11/112017 11/l/2018 EACH OCCURRENCE $2,000,000 OHMAGE TO RENTE PREMISES Ee occurrence $1,000,000 X MED EXP (Any one person) $10,000 Contradual Liab X XCU Included PERSONAL &ADV INJURY $2,000,000 GENL AGGREGATE LIMITAPPLIES PER: POLICY�PEA LOC GENERAL AGGREGATE $4,000,000 PRODUCTS - COMP/OP AGG $4,000,000 1 $ OTHER E AUTOMOBILELIABILITY Y V 6020089431 11/1I2017 11Ii12018 COMBINED SINGLE LIMIT Ea accident $I, Dog 000 X BODILY INJURY (Per person) $ ANYAUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accldonp $ X PROPERTY DAMAGE Per accident $ HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY D X UMBRELLALIA13 X OCCUR Y Y 6020089476 11/1/2017 11/1/2018 EACH OCCURRENCE $2,000,000 AGGREGATE $2,000,000 EXCESS LIAB CLAIMS -MADE DED X I RETENTION$ p $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN WZP81042875 11/1/2017 11/1/2018 X I STATUTE EORH E.L. EACH ACCIDENT $1,000,000 ANVPROPRIETOR/PARTNEWEXECUTIVE ❑ OFFIC ER/M EMBER EXCLUDED? N/A 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 B Pmfesaional Liability 105517965 11/112017 11/1/2018 $1,000,000 Per Clair, $2,000,000 Annual Aggregate DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Umbrella policy is a follow form to underlying Policies: General Liability/Auto Liability/Employers Liability. RE: All operations of the named insured -- City of Santa Ana, its officers, employees, agents, and representatives are named as additional insured as respects general and auto liability for claims arising from the operations of the named insured as required per written contract or agreement. General Liability is Primary/Non-Contributory per policy form wording. Insurance coverage includes waiver of subrogation per the attached endorsement(s). CERTIFICATE HOLDER CANCELLATION 30 Day Notice SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Santa Ana, its officers, employees, agents, and ACCORDANCE WITH THE POLICY PROVISIONS. representatives Attn: Purchasing Division 20 Civic Center Plaza AUTHORIZED REPRESENTATIVE Santa Ana CA 92701 ACORD 25 (2016/03) © 1988.2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CNA63359XX CA Policy Number: 6020089431 (Ed. 04112) 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. 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 — Falling 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 Ili, Paragraph A.4.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. CNA63359XX Copyright, CNA Corporation, 2000. Page 1 of 3 (Ed. 04/12) Includes copyrighted material of the Insurance Services Office used with its permission. 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. D. Hired "Autos" The following is Paragraph A.: 5. Hired "Autos" CNA63359XX (Ed. 04/12) Section III, Paragraphs B.4,c and B.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. added to Section III. d. A $100 per occurrence deductible applies to the coverage provided by this provision. G. Diminution In Value 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 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: The accidental discharge of an airbag shall not a. An "auto" owned by that "executive officer" be considered mechanical breakdown. or a member of that person's household; or F. Electronic Equipment CNA63359XX Copyright, CNA Corporation, 2000. Page 2 of 3 (Ed. 04/12) Includes copyrighted material of the Insurance services Office used with its permission. 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 (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 CNA63359XX (Ed. 04/12) 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 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, ONA corporation, 2000. Page 3 of 3 (Ed. 04/12) Includes copyrighted material of the Insurance Services Office used with its permission. CNA PolicyNumber: 6021297176 S (E . 01 06) (Ed. 01/06) IMPORTANT: THIS ENDORSEMENT CONTAINS DUTIES THAT APPLY TO THE ADDITIONAL INSURED IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT. SEE PARAGRAPH C., OF THIS ENDORSEMENT FOR THESE DUTIES. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED ENDORSEMENT WITH PRODUCTS -COMPLETED OPERATIONS COVERAGE BLANKET WAIVER OF SUBROGATION Architects, Engineers and Surveyors This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS A. WHO IS AN INSURED (Section C.) of the Businessowners Liability Coverage Form is amended to include as an insured any person or organization whom you are required to add as an additional insured on this policy under a written contract or written agreement; but the written contract or written agreement must be: 1. Currently in effect or becoming effective during the term of this policy; and 2. Executed prior to the "bodily injury," "property damage," or "personal and advertising injury." B. The insurance provided to the additional insured is limited as follows: 1. That person or organization is an additional insured solely for liability due to your negligence specifically resulting from "your work" for the additional insured which is the subject of the written contract or written agreement. No coverage applies to liability resulting from the sole negligence of the additional insured. 2. The Limits of Insurance applicable to the additional insured are those specified in the written contract or written agreement or in the Declarations of this policy, whichever is less. These Limits of Insurance are inclusive of, and not in addition to, the Limits of Insurance shown in the Declarations. 3. The coverage provided to the additional insured within this endorsement and section titled LIABILITY AND MEDICAL EXPENSE DEFINITIONS — "Insured Contract" (Section F.9.) within the Businessowners Liability Coverage Form, does not apply to "bodily injury" or "property damage" arising out of the "products -completed operations hazard" unless required by the written contract or written agreement. 4. The insurance provided to the additional insured does not apply to "bodily injury," "property damage," "personal and advertising injury" arising out of an architect's, engineer's, or surveyor's rendering of or failure to render any professional services including: a. The preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications by any architect, engineer or surveyor performing services on a project of which you serve as construction manager; or b. Inspection, supervision, quality control, engineering or architectural services done by you on a project of which you serve as construction manager. 5. This insurance does not apply to "bodily injury," "property damage," or "personal and advertising injury" arising out of: a. The construction or demolition work while you are acting as a construction or demolition contractor. This exclusion does not apply to work done for or by you at your premises. C. BUSINESSOWNERS GENERAL LIABILITY CONDITIONS — Duties In The Event of Occurrence, Offense, Claim or Suit (Section E.2.) of the Businessowners Liability Coverage Form is amended to add the following: An additional insured under this endorsement will as soon as practicable: 1. Give written notice of an occurrence or an offense to us which may result in a claim or "suit" under this insurance; SB-146968-A (Ed. 01/06) Page 1 of 2 SB-146968-A (Ed.01/06) 2. Tender the defense and indemnity of any claim or "suit" to us for a loss we cover under this Coverage Part; 3. Tender the defense and indemnity of any claim or "suit" to any other insurer which also has insurance for a loss we cover under this Coverage Part; and 4. Agree to make available any other insurance which the additional insured has for a loss we cover under this Coverage Part. We have no duty to defend or indemnify an additional Insured under this endorsement until we receive written notice of a claim or "suit" from the additional insured. D, OTHER INSURANCE (Section H. 2. & 3.) of the Businessowners Common Policy Conditions are deleted and replaced with the following: 2. This insurance is excess over any other insurance naming the additional insured as an insured whether primary, excess, contingent or on any other basis unless a written contract or written agreement specifically requires that this Insurance be either primary or primary and noncontributing to the additional insured's own coverage. This insurance is excess over any other insurance to which the additional insured has been added as an additional insured by endorsement. 3. When this insurance is excess, we will have no duty under Coverages A or B to defend the additional insured against any "suit" if any other insurer has a duty to defend the additional insured against that "suit" If no other insurer defends, we will undertake to do so, but we will be entitled to the additional insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self -insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. E. TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (Section K.2.) of the Businessowners Common Policy Conditions is deleted and replaced with the following: 2. We waive any right of recovery we may have against any person or organization against whom you have agreed to waive such right of recovery in a written contract or agreement because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included within the "products -completed operations hazard." SB-146968-A (Ed. 01/06) Page 2 of 2 CERTIFICATE OF LIABILITY INSURANCE F DATE (MM/DD/YYYY)4/11/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Marie Swaney Dealey, Renton & Associates PHONE FAX 790 E. Colorado Blvd, #460 AIC No Ext: 626-844-3070 A/c No: ADODRES& mswaney@dealeyrenton.com Pasadena, CA 91101 INSURER(S) AFFORDING COVERAGE NAIC # Lic #0020739 INSURERA: Travelers Casualty & Surety Co. America 31194 INSURED URBANCROS INSURERB: National Fire Insurance Co of Hartford 20478 Urban Crossroads, Inc. 260 E Baker St, #200 INsuRERc: Valley Forge Insurance Company 20508 INSURERD: Continental Insurance Company 35289 Costa Mesa, CA 92626 INSURER E : 949-606-1994 INSURER F : COVERAGES CERTIFICATE NUMBER:601036982 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 INSD SUBR WVD POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY LIMITS C X COMMERCIAL GENERAL LIABILITY Y Y 6021297176 11/1/2018 11/1/2019 EACH OCCURRENCE $ 2,000,000 CLAIMS -MADE OCCUR PREMISES DAMAGE TO ccurrence PREMISES Ea occurrence) $ 1,000,000 X MED EXP (Any one person) $ 10,000 Contractual Liab X XCU Included PERSONAL & ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 POLICY jRO- ECT LOC PRODUCTS - COMP/OP AGG $ 4,000,000 $ OTHER: B AUTOMOBILE LIABILITY Y Y 6020089431 11/1/2018 11/1/2019 COMBINED SINGLE LIMIT Ea accident $1,000,000 X BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ X PROPERTY DAMAGE Per accident $ HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY D X UMBRELLA LAB X OCCUR Y Y 6020089476 11/1/2018 11/1/2019 EACH OCCURRENCE $ 2,000,000 AGGREGATE $ 2,000,000 EXCESS LAB CLAIMS -MADE DED X RETENTION $ n $ g WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N Y 6025002328 11/1/2018 11/1/2019 X PER OTH- STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? ❑ NIA 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 A Professional Liability 105517955 11/1/2018 11/1/2019 $1,000,000 Per Claim $2,000,000 Annual Aggregate DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) Umbrella policy is a follow form to its underlying Policies: General Liability/Auto Liability/Employers Liability. Attached are the Blanket Policy forms as required per written contract or agreement: GL Additional Insured Policy form #SB-146968-A (Ed. 01 /06), AUTO Additional Insured Policy form #CNA63359XX (Ed. 04/12) and WC Waiver #G19160-B. RE: All operations of the named insured -- City of Santa Ana, its officers, employees, agents, and representatives are named as additional insured as respects general and auto liability as required per written contract or agreement. General Liability is Primary/Non-Contributory per policy form wording. Insurance coverage includes waiver of subrogation per the attached endorsement(s). CERTIFICATE HOLDER CANCELLATION 30 Day Notice given to Cert holder SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Santa Ana, its officers, employees, agents, and ACCORDANCE WITH THE POLICY PROVISIONS. representatives Attn: Purchasing Division 20 Civic Center Plaza AUTHORIZED REPRESENTATIVE Santa Ana CA 92701 ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD G-19160-B CNA Policy # 6025002328 (Ed. 11/97) WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE POLICY BLANKET WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS This endorsement changes the policy to which it is attached. It is agreed that Part One Workers' Compensation Insurance G. Recovery From Others and Part Two Employers' Liability Insurance H. Recovery From Others are amended by adding the following: We will not enforce our right to recover against persons or organizations. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) PREMIUM CHARGE - The charge will be an amount to which you and we agree that is a percentage of the total standard premium for California exposure. The amount is G-19160-B Page 1 of 1 (Ed. 11/97) CNA CN(Ed4/ 0XX Policy Number 6g20089431 A6 5912) XX THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CONTRACTORS EXTENDED COVERAGE ENDORSEMENT - BUSINESS AUTO PLUS - This endorsement modifies insurance provided under the following. BUSINESSAUTO COVERAGE FORM I. LIABILITY COVERAGE 4. An "employee" of yours is an "insured" A. Who is An Insured while operating an "auto" hired or rented under a contract or agreement in that The following is added to Section II, "employee's" name, with your permission, Paragraph A.l., Who is An Insured: while performing duties related to the conduct of your business. 1. a. Any incorporated entity of which the Named Insured owns a majority of the "Policy," as used in this provision A. Who Is An voting stock on the date of inception of lnsuretl, includes those policies that were in this Coverage Foam, provided that, force on the inception date of this Coverage Forth but. b. The insurance afforded by this provision A.1. does not apply to any 1. Vvhich are no longerin force, or such entity that is an "insured" under 2. Whose limits have been exhausted. any other liability "policy" providing "auto" coverage. B. Bail Bonds and Loss of Earnings 2. Any organization you newly acquire or form, Section II, Paragraphs A.2. (2) and A.2. (4) other than a limited liability company, are revised as follows. partnership orjoint venture, and over which 1. Ina.(2), the limit for the cost of bail bonds is you maintain majority ownership interest. changed from $2,000 to $5,000, and The insurance afforded by this provision 2. In a(4), the limit for the loss of earnings is 2. A. changed from $250 to $500 a day. a. Is effective on the acquisition or C. Fellow Employee formation date, and is afforded only until the end of the policy period of this Section II, Paragraph B.5 does not apply. Coverage Forth or the nee inception date, anniversary of its in Such coverage as is afforded by this provision whichever is eatlier is excess over any other collectible insurance in b. Does notapplyto. II. PHYSICAL DAMAGE COVERAGE (1)"Bodilyinjury"or "propertydamage" caused by an accidentthat ' A. Glass Breakage—HittingABirtlOrAnimal— occurred before you acquired or Falling Objects Or Missiles fonmedthe organization or The following is added to Section III, (2) Any such organization that is an Paragraph A.3.. "insured" under any other liability With respect to any covered "auto," any "policy" providing auto coverage deductible shown in the Declarations will not 3. Any person or organization that you are apply to glass breakage if such glass is required by a written contract to name as repaired, in a manner acceptable to us, rather an additional insured is an "insured" but than replaced. only with respect to their legal liability for B. Transportation Expenses acts or omissions of a person, who qualifies as an "insured" under Section II —Vvho Is Section III, Paragraph A.4.a. is revised, with An Insured and forwhom Liability Coverage respect to transportation expense incurred by is afforded under this policy. If required by you, to provide. written contract, this insurance will be a. $60 perday, in lieu of$20, subjectto primary and non-contributory to insurance on which the additional insured is a Named Is. $1 800 maximum, in lieu of $600. Insured CNA63359XX copyright, cnw Corporation , 2000. Page 1 of (Ed.04/12) Includes copyrighted material of Insurance Services once used with its permission. CNA63359XX (Ed. 04/12) 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. D. Hired "Autos" The following is added to Section III. 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 diver 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 Tess, minus a $500 deductible for each covered auto. No deductible applies to "loss" caused by fire orlightning. cl. 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 Toss is sustained bythe leasing orrental 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 B.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. cl. 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 passengertype you lease, hire, rent or borrow, without dnverfor 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 passengertype hired orrented by your "employee" without a driver fora 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. cl. The most we will pay for "loss" to a covered "auto" in any one accident is the lesserof (1) $5,000; or (2) 20% of the "auto " 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" ora member of that persons household; or CNA63359XX copyright, cow Corporation , loon. Page 2 of (Ed.04/12) Includes copyrighted material nhe Insurance services Office used with its permission. CNA63359XX (Ed. 04/12) b. An "auto" used by that "executive officer' while working in a business of selling, servicing, repairing orparking "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 (2) Excess over any other collectible insurance 2. For purposes of this provision, "executive officermeans 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 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 oryourinsurance 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 RecoveryAgainst Others To Us'. We waive any fight of recovery we may have, because of payments we make for injury or damage, against any person or organization for whom or which you are required by written contract or agreement to obtain this waiver Rom 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 pdorto an "accident" or loss C. Concealment, Misrepresentation or Fraud The following is added to Section IV, Paragraph B2. 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. Otherinsurance The following is added to Section IV, Paragraph B.S. Regardless of the provisions of Paragraphs Solid and 5od. 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 injuryordeath resulting fork any of these CNA63359XX copyright, cow Corporation , loon. Page 3 of (Ed.04/12) Includes copyrighted material nhe Insurance services Office used with its permission. SB-146968-A CNA Policy Number: 6021297176 (Ed. 01/06) IMPORTANT: THIS ENDORSEMENT CONTAINS DUTIES THAT APPLY TO THE ADDITIONAL INSURED IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT. SEE PARAGRAPH C., OF THIS ENDORSEMENT FOR THESE DUTIES. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED ENDORSEMENT WITH PRODUCTS -COMPLETED OPERATIONS COVERAGE BLANKET WAIVER OF SUBROGATION Architects, Engineers and Surveyors This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS A. WHO IS AN INSURED (Section C.) of the 4. The insurance provided to the additional insured Businessowners Liability Coverage Form is amended does not apply to "bodily injury," "property to include as an insured any person or organization damage," "personal and advertising injury" arising whom you are required to add as an additional insured out of an architect's, engineer's, or surveyor's on this policy under a written contract or written rendering of or failure to render any professional agreement; but the written contract or written services including: agreement must be: a. The pre preparing, approving, or failing to prepare 1. Currently in effect or becoming effective during the or approve maps, shop drawings, opinions, term of this policy; and reports, surveys, field orders, change orders 2. Executed prior to the "bodily injury," "property "personal or drawings and specifications by any architect, engineer or surveyor performing damage," or and advertising injury." services on a project of which you serve as B. The insurance provided to the additional insured is construction manager; or limited as follows: b. Inspection, supervision, quality control, 1. That person or organization is an additional engineering or architectural services done by insured solely for liability due to your negligence you on a project of which you serve as specifically resulting from "your work" for the construction manager. additional insured which is the subject of the 6. This insurance does not apply to "bodily injury," written contract or written agreement. No "property damage," or "personal and advertising coverage applies to liability resulting from the sole injury" arising out of: negligence of the additional insured. The Limits of Insurance applicable to the additional insured are those specified in the written contract or written agreement or in the Declarations of this policy, whichever is less. These Limits of Insurance are inclusive of, and not in addition to, the Limits of Insurance shown in the Declarations. The coverage provided to the additional insured within this endorsement and section titled LIABILITY AND MEDICAL EXPENSE DEFINITIONS — "Insured Contract" (Section F.9.) within the Businessowners Liability Coverage Form, does not apply to "bodily injury" or "property damage" arising out of the "products -completed operations hazard" unless required by the written contract or written agreement. a. The construction or demolition work while you are acting as a construction or demolition contractor. This exclusion does not apply to work done for or by you at your premises. C. BUSINESSOWNERS GENERAL LIABILITY CONDITIONS — Duties In The Event of Occurrence, Offense, Claim or Suit (Section E.2.) of the Businessowners Liability Coverage Form is amended to add the following: An additional insured under this endorsement will as soon as practicable: 1. Give written notice of an occurrence or an offense to us which may result in a claim or "suit" under this insurance; SB-146968-A (Ed. 01/06) Page 1 of 2 SB-146968-A (Ed. 01/06) 2. Tender the defense and indemnity of any claim or "suit" to us for a loss we cover under this Coverage Part; 3. Tender the defense and indemnity of any claim or "suit" to any other insurer which also has insurance for a loss we cover under this Coverage Part; and 4. Agree to make available any other insurance which the additional insured has for a loss we cover under this Coverage Part. We have no duty to defend or indemnify an additional insured under this endorsement until we receive written notice of a claim or "suit" from the additional insured. D. OTHER INSURANCE (Section H. 2. & 3.) of the Businessowners Common Policy Conditions are deleted and replaced with the following: 2. This insurance is excess over any other insurance naming the additional insured as an insured whether primary, excess, contingent or on any other basis unless a written contract or written agreement specifically requires that this insurance be either primary or primary and noncontributing to the additional insured's own coverage. This insurance is excess over any other insurance to which the additional insured has been added as an additional insured by endorsement. 3. When this insurance is excess, we will have no duty under Coverages A or B to defend the additional insured against any "suit" if any other insurer has a duty to defend the additional insured against that "suit" If no other insurer defends, we will undertake to do so, but we will be entitled to the additional insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self -insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. E. TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (Section K.2.) of the Businessowners Common Policy Conditions is deleted and replaced with the following: 2. We waive any right of recovery we may have against any person or organization against whom you have agreed to waive such right of recovery in a written contract or agreement because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included within the "products -completed operations hazard." SB-146968-A (Ed. 01/06) Page 2 of 2