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IBI GROUP
INSURANCE ON FILE A-2022-023-03 WORK MAY PROCEED UNTIL INSURANCE EXPIRES N •30-22 _ CLERK OF COUN G DATE: REEMENT WITH IBI GROUP TO PROVIDE ON -CALL TRANSPORTATION AND /, PR 1 9 2022 TRAFFIC ENGINEERING SERVICES THIS AGREEMENT is made and entered into this 15th day of February 2022, by and between IBI Group, A California Partnership ("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"). O . WA(*-w1&0A 2 RECITALS A. On November 2, 2021, the City issued Request for Proposal No. 21-125, by which it sought a qualified consultant to provide on -call transportation and traffic engineering services for the City's Public Works Agency. 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 RFP 21-125. C. 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: SCOPE OF SERVICES On an on -call basis, and at the City's sole discretion, Consultant shall perform the services described in the scope of work that was included in RFP No. 21-125, which is attached as Exhibit A and incorporated in full, and as further described in Consultant's Proposal, which is attached as Exhibit B and incorporated in full. 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 the Fee Schedule, which is attached as Exhibit C and incorporated in full. Consultant is one of three (3) consultants selected to provide services on an on -call basis under RFP 21-125. The total annual compensation for services provided by all consultants selected under RFP No. 21-125 shall not exceed the shared aggregate amount of one million dollars and zero cents ($1,000,000). 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. Page 1 of 10 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 February 15, 2022 and terminate on June 25, 2025, unless terminated earlier in accordance with Section 17, below. The term of this Agreement may be extended for two (2) one (1) year periods upon a writing executed by the City Manager and 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 filly 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 CONSULTANT Consultant shall, during the entire term of this Agreement, be construed to be an independent consultant 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 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 Page 2 of 10 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. 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. Minimum Scope and Limit of Insurance 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an `occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Consultant has no owned autos, hired, (Code 8) and non -owned autos (Code 9), with a limit no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,090,000 per accident for bodily injury or disease. 4. Professional Liability: 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 $2,000,000 per claim with $2,000,000 in the aggregate. If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. b. Other Insurance Provisions Additional Insured Status: The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, or equipment furnished in connectionwith such Page 3 of 10 work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant's insurance (at least as broad as ISO Form CG 20 10 11 85 or if notavailable, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 2037 if a later edition is used). 2. Primary Coverage: For any claims related to this contract, the Consultant's insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self- insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. 3. Notice of Cancellation: Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City. 4. Waiver of Subrogation: Consultant hereby grants to City a waiver of any right to subrogation that any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. 5. Self -Insured Retentions: Self -insured retentions must be declared to and approved by the City. The City may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or City. 6. Acceptability of Insurers: Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. 7. Claims Made Policies (applicable only to professional liability): i. The Retroactive Date must be shown, and must be before the date of the contract or the beginning of contract work. ii. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. Page 4 of 10 iii. If coverage is canceled or non -renewed, and not replaced u with another claims -made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of work. 8. Verification of Coverage: Consultant shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage requiredby this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing allpolicy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. 9. Subcontractors: Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from subcontractors. 10. Special Risks or Circumstances: City reserves the right to modify these requirements, including limits, based on the nature of therisk, prior experience, insurer, coverage, or other special circumstances. 8. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant or its 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 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. Page 5 of 10 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. 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 specified under this Page 6 of 10 Agreement. 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 Santa Ana, CA 92702-1988 Fax 714- 647-6956 Executive Director Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, CA 92702 To Consultant: IBI Group, A California Partnership 18401 Von Karman Avenue, Suite 300 Irvine, CA 92612 Attn: William Delo, Director A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these timeframes, weekends, federal, state, County or City holidays shall be excluded. 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 terns or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not Page 7 of 10 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 that are the subject to this Agreement performed by City personnel or by other contractors 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 that fails to meet the standard of performance specified in the Recitals of this Agreement. 18. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. Page 8 of 10 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA Daisy Gomez T .I- lerk of the Council Kristine Ridge City Manager [signatures continued on nextpagej Page 9 of 10 APPROVED AS TO FORM IBI GROUP, A CALIFORNIA PARTNERSHIP SONIA R. CARVALHO City Attorney By: randon Salvatierra Name: William Delo Deputy City Attorney Title: Director RECOMMENDED FOR APPROVAL IBI GROUP, A CALIFORNIA PARTNERSHIP A .4 NabilSaba, PE 0_ Executive Director Name: Steve Schibuola Public Works Agency Title: Director Page 10 of 10 DiglGlly signed! EyTod Plennn Tori Pierson Dale: N, 2.03M 1053:14 AB'OP `� �® CERTIFICATE OF LIABILITY INSURANCE DATE(MWO22Y Y) 02/NbDD22 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 Ann Risk Services Central, Inc. Minneapolis MN Office CONTACT NAME: PHONE (866) 283-7122 F= Ms.): (800) 363-0105 5600 West 83rd Street 8200 Tower, Suite 1100 E-MAIL ADDRESS: Minneapolis MN 55437 USA INSUPER(S)AFFOROING COVERAGE NAIC# INSURED INSURER A: Liberty Mutual Insurance Co. 23043 IBI Group, A California Partnership 18401 Von Karman Ave, #300 Irvine CA 92612-8543 USA INSURER B: Twin City Fire Insurance Company 29459 INSURER C: Beazley Insurance Company, Inc. 37540 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: b/00917883Bb 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. Limits shown are as requested LTR TYPE OF INSURANCE Iwo we POLICY NUMBER POLICY ICIYLE MINOOIYYYY LIMITS A % COMMERCUIL GENERAL LIABILITY TB B7 FACHOCCURRENCE $2,000,000 CLAIMSMADE❑X OCCUR RENT PTNAZTS ERE TEff_nce $2,000,000 MED E%P(Any one person) $2,500 PERSONAL a ADV NJJURY $2,000,000 GENL AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $5,000,000 X POLICY ❑JECT ❑LOC PRODUCTS-COMPIOPAGG $2,000,000 OTHER: A AUTOMOBILE LIABILITY AS1-B71-171213-011 04/30/202104/30/2022 COMBINED SINGLE LIMP Ea accident g2,000,000 BODILY INJURY I Per person) X OWNED SCHEDULED AUTOS ONLY AUTOS HXANYAUTO HIREDAUTOS NON OWNED ONLY ANDS ONLY BODILY INJURY (Per accident) PROPERTY DAMAGE Per acddent rodAnne X Non Owned Auto A JUMBRELLA LIAB EXCESS LIAB X OCCUR CLAIM&MADE 100025514405 SIR applies per policy terns 04/30/2021 & condi 04/30/2022 ions EACH OCCURRENCE $1,000,000 AGGREGATE $1,000,000 DEO I X RETENTION B WORKERSCOMPENSATIONAND EMPLOYERVLIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICERIMEMBER EXCLUDEVI (Mandatory In NH) NIA 41WEOL6H78 04 30 2221 04/30/2022 X I PER STATUTE OTH- ER E.EACH ACCIDENT $1,000,000 E.L. DISEASE EA EMPLOYEE $1,000,000 If Yes describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $1,000,000 C E&O-PL-Primary V1F72F210501 05/01/2021 04/30/2022 Per Claim Limit $2,000,000 Claims Made Aggregate Limit $2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS) VEHICLES (ACORD 101, Additional Remarks Schedule, may be smirched If more space Is required) As respects to policies, TSIB71171213021 (General Liability), AS1-B71-171213-011 (Auto Liability) and 100025514405 (Umbrella Liability); ADD Risk Solutions (U.S.) is generating and distributing this certificate in an administrative capacity. ADD Reed Stenhouse Inc. Toronto, Ontario Canada is the broker for the defined policies. The City of Santa Ana, its officers, officials, employees and volunteers are included as Additional Insured in accordance with the policy provisions of the General Liability and Automobile Liability policies. General Liability policy evidenced herein is Primary and Non -Contributory to other insurance available to Additional Insured, but only in accordance with the policy's provisions. A waiver of Subrogation is granted in favor of The City of Santa Ana, its officers, officials, employees and volunteers in accordance with the policy provisions of CERTIFICATE HOLDER CANCELLATION -rem 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 Santa Ana Risk Management Division AUTHORIZED REPRESENTATIVE 20 Civic Center P1aZa Santa Ana CA.. 92702 USA �% p O� '119,, - Qe t.xYofa d Rho RxNon _ Mm.�aq( � IrEvrEwlnd. MPNw®B'r: a"idM1Ifit) %ou (�!2taddn ©1988.2015 ACORD COR IfA,Mana9envrt o..,wadr ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 570000072002 LOC #: `�✓ ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY ADD Risk services Central, Inc. NAMED INSURED IBI Group, A California Partnership POLICY NUMBER see certificate Number: 570091768385 CARmER see certificate Number: 570091768385 NAIC CODE EFFECTIVE DATE. ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liabilitv Insurance the General Liability, Automobile Liability and workers' compensation policies. ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD ».� Rhk Mm'gvwd D. ,'`� `� IRYIEWl3)L APPRCV®RY: 'it ' %u P&WOO Rck Ma,u9����+�tOsirzlNee Policy Number TBl-B71-171213-021 Issued by LIBERTY MUTUAL INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED This endorsement modifies insurance provided under the following: CO11IAIERCLAL GENERAL LLABILITY COVERAGE FORM SECTION II - WHO IS AN INSURED is amended to include as an insured any person or organization for whom you have agreed in writing to provide liability insurance. But: The insurance provided by this amendment: 1. Applies only to "bodily injury" or "property damage" arising out of (a) "your work" or (b) premises or other property owned by or rented to you; 2. Applies only to coverage and minimum limits of insurance required by the written agreement, but in no event exceeds either the scope of coverage or the limits of insurance provided by this policy; and 3. Does not apply to any person or organization for whom you have procured separate liability insurance while such insurance is in effect, regardless of whether the scope of coverage or limits of insurance of this policy exceed those of such other insurance or whether such other insurance is valid and collectible. The following provisions also apply: 1. Where the applicable written agreement requires the insured to provide liability insurance on a primary, excess, contingent, or any other basis, this policy will apply solely on the basis required by such written agreement and Item 4. Other Insurance of SECTION IV of this policy will not apply. 2. Where the applicable written agreement does not specify on what basis the liability insurance will apply, the provisions of Item 4. Other Insurance of SECTION IV of this policy will govern. 3 This endorsement shall not apply to any person or organization for any "bodily injury" or "property damage" if any other additional insured endorsement on this policy applies to that person or organization with regard to the "bodily- injury" or "property damage". 4. If any other additional insured endorsement applies to any person or organization and you are obligated under a written agreement to provide liability insurance on a primary, excess, contingent, or any other basis for that additional insured, this policy will apply solely on the basis required by such written agreement and Item 4. Other Insurance of SECTION IV of this policy will not apply, regardless of whether the person or organization has available other valid and collectible insurance. If the applicable written agreement does not specify, on what basis the liability insurance will apply, the provisions of Item 4. Other Insurance of SECTION I\' of this policy will govern. LN 20 0106 05 "+ ', Rbk D . RFnEwID&APPRr UY: 7au �icxaox COMMERCIAL GENERAL LIABILITY CG 20 01 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance: and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. CG 20 01 04 13 © Insurance Services Office, Inc., 2012 A, Rikk t um. R� 6 Avrpwm BY: ...yam .... . Iz.»�y-nm�a 3�-aria �ei`dddKa�r�l COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: As required by written contract or agreement entered into prior to loss. [Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV - Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above 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 in the "products - completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. amk Mvmg [Dim RenenIDL Mvpwm By. rsaxma�aee�=,nomuiaae CG 24 04 05 09 0 Insurance Services Office, Inc., 2008 . -U� . , , , Policy Number TB1-B71-171213-021 Issued By Liberty Mutual Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO THIRD PARTIES A. If we cancel this policy for any reason other than non-payment of premium, we will provide 30 days notification (except 15 days for non-payment of premium) to the persons or organizations shown in the Schedule below. In no event does the notice to the third party exceed the notice to the first named insured. B. This notification of a pending cancellation of coverage is intended as a courtesy only. Our failure to provide such advance notification will not extend the policy cancellation date nor negate cancellation of the policy. SCHEDULE Al certificate holders where written notice of the cancellation of this policy is required by written contract, permit or agreement with the Named Insured or those entities the Named Insured has responsibility to place this insurance for, and whose names and addresses will be provided by the broker or agent listed in the Declarations Page of this policy for the purposes of complying with such request. All otherterms and conditions of this policy remain unchanged. 102 MW�A�v.ganodofw.i�n "i RE4IEVIED6 AvrpW®Br: RekMa,uge,mnOvi(alN�lc POLICY NUMBER: AS1-671-171213-011 COMMERCIAL AUTO CA 20 4810 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. Name required by written contract SCHEDULE Ilnformation required to complete this Schedule, if not shown above, will be shown in the Declarations. Each person or organization shown in the Schedule is an "insured" for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph A.I. of Section 11 - Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I - Covered Autos Coverages of the Auto Dealers Coverage Form. CA 20 48 10 13 0 Insurance Services Office, Inc., 2011 xm o� R+nEvrID6APRroJm By. 7ou �4sao.r imxma,,,ye,R,namuianr POLICY NUMBER: AS1-B71-171213-011 COMMERCIAL AUTO CA 04 4410 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respectto coverage provided by this endorsement, the provisionsof the Coverage Form apply unless modified by the endorsement. SCHEDULE Name(s) Of Person(s) Or Organization(s): required by written contract Premium: $ Included Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. RakM gmwto� if �e 'Iou �ecuon CA 04 44 10 13 ©Insurance Services Office, Inc., 2011 Policy Number: AS1-B71-171213-011 Issued By: Liberty Mutual Insurance Co. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO THIRD PARTIES This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE PART MOTOR CARRIER COVERAGE PART GARAGE COVERAGE PART TRUCKERS COVERAGE PART EXCESS AUTOMOBILE LIABILITY INDEMNITY COVERAGE PART SELF -INSURED TRUCKER EXCESS LIABILITY COVERAGE PART COMMERCIAL GENERAL LIABILITY COVERAGE PART EXCESS COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART Schedule Name of Other Person(s)/ Organization(s): Email Address or mailing address: Number Days Notice: Per schedule on file 30 A. If we cancel this policy for any reason other than nonpayment of premium, we will notify the persons or organizations shown in the Schedule above. We will send notice to the email or mailing address listed above at least 10 days, or the number of days listed above, if any, before the cancellation becomes effective. In no event does the notice to the third party exceed the notice to the first named insured. B. This advance notification of a pending cancellation of coverage is intended as a courtesy only. Our failure to provide such advance notification will not extend the policy cancellation date nor negate cancellation of the policy. All other terms and conditions of this policy remain unchanged. © 2011, Liberty Mutual Group of Companies. All rights reserved amine Fns LIM 99 0105 11 rty p p g Includes copyrighted material of Insurance Services Office, Inc. with its permission.Me� a a� THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT Policy Number: 41 WE 01-61-178 Endorsement Number: Effective Date: 04/30/21 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: IBI GROUP US 8101 N HIGH ST STE 100 COLUMBUS OH 43235 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 shall not operate directly or indirectly to benefit anyone not named in the Schedule. SCHEDULE Any person or organization for whom you are required by contract or agreement to obtain this waiver from us. Endorsement is not applicable in KY, NH, NJ or for any MO construction risk Countersigned by Form WC 00 03 13 Printed in U.S.A. Process Date:04/29/21 wd Mo�Nganatorvson _ Ih+ntwm6�IfMvno�¢Br RONMarwigerm..UmalMtle Policy Exp...... .. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number: 41 WE 01-61-178 Endorsement Number: Effective Date: 04/30/21 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: IBI GROUP US 8101 N HIGH ST STE 100 COLUMBUS OH 43235 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.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization for whom you are required by written contract or agreement to obtain this waiver of rights from us Countersigned by Form WC 04 03 06 (1) Printed in U.S.A. Process Date: 04/29/21 w.t D�� P s,.^, RENEY,ID6Arrxavm Bv: 00 �' %u >7icadar RukNU,uyenmeCl mral Pitle Policy Ex,......... .... �, ,« THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT Policy Number: 41 WE 01-61-178 Endorsement Number: Effective Date: 04/30/21 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: IBI GROUP US 8101 N HIGH ST STE 100 COLUMBUS OH 43235 This endorsement applies only to the insurance provided by the policy because Texas is shown in Item 3.A. of the Information Page. 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, but this waiver applies only with 1. () Special Waiver Name of person or organization respect to bodily injury arising out of the operations described in the Schedule where you are required by a written contract to obtain this waiver from us. This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule. The premium for this endorsement is shown in the Schedule. Schedule (X) Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: All Texas Operations 3. Premium: The premium charge for this endorsement shall be 2 percent of the premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described. 4. Advance Premium: Form WC 42 03 04 B Printed in U.S.A. Process Date: 04/29/21 euk M..g.,mdD . lG:neam6 APVBo.�®By. mm ui� I. Tau >Dicxaaa rem.ma,ugemm.umuian� Policy Ex',..-..-.. �. ,« THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. UTAH WAIVER OF SUBROGATION ENDORSEMENT Policy Number: 41 WE 01-61-178 Endorsement Number: Effective Date: 04/30/21 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: IBI GROUP US 8101 N HIGH ST STE 100 COLUMBUS OH 43235 This endorsement applies only to the insurance provided by the policy because Utah is shown in Item 3.A. of the Information Page. 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 Schedule a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Our waiver of rights does not release your employees' rights against third parties and does not release our authority as trustee of claims against third parties. Any person or organization for whom you are required by contract or agreement to obtain this waiver from us. Endorsement is not applicable in KY, NH, NJ or for any MO construction risk Countersigned by P w.�nm,,.8m.niw,a l wwe�o6 ArrnWmBr. It 7&,e rl%&wS Form WC 43 03 05 Printed in U.S.A.Rg.am�ade Process Date: 04/29/21 Policy EX......., THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) Policy Number: 41 WE OL6H78 Endorsement Number: Effective Date: 04/30/21 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: IBI GROUP US 8101 N HIGH ST STE 100 COLUMBUS OH 43235 This policy is subject to the following additional Conditions: A. If this policy is cancelled by the Company, other than for non-payment of premium, notice of such cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. B. If this policy is cancelled by the Company for non-payment of premium, or by the insured, notice of such cancellation will be provided within ten (10) days of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. Form WC 99 03 94 Printed in U.S.A. Process Date: 04/29/21 If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to active certificate holder(s) who were issued a certificate of insurance applicable to this policy's term. Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives. Y.e..... Ru6 M..g.[ Dttson Policy Ex2si`r�,dq�„vnamoian< © 2011, The Hartford THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) Policy Number: 41 WE OL6H78 Endorsement Number: Effective Date: 04/30/21 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: IBI GROUP US 8101 N HIGH ST STE 100 COLUMBUS OH 43235 This policy is subject to the following additional Condition: A. If this policy is cancelled by the Company for non- payment of premium, or by the insured, notice of such cancellation will be provided within ten (10) days of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Form WC 99 05 31 Printed in U.S.A. Process Date:04/29/21 Any notification rights provided by this endorsement apply only to active certificate holder(s) who were issued a certificate of insurance applicable to this policy's term. Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives. wa ins An �IR�ne re &AOr. . %u Policy Ex R g affUTA,k 0 2011. The Hartford POLICY NUMBER: 41 WE 01-61-178 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. FLORIDA - NOTICE OF CANCELLATION TO DESIGNATED PERSON(S) OR ORGANIZATION(S) OTHER THAN THE NAMED INSURED This policy is subject to the following conditions. SCHEDULE F1 Name of Person(s) or Organization(s) Mailing Address All certificate holder(s) with mailing addresses on file with the agent of record or the company who were issued a certificate of insurance applicable to this policy's term This endorsement modifies insurance provided under Part Six — Conditions, D. Cancellation: We may cancel this policy by mailing or delivering to the person(s) or organization(s) listed in the Schedule above, written notice of cancellation at least: a. 10 days before the effective date of cancellation or as required by statute, whichever is longer, if we cancel for nonpayment of premium; or b. 30 days before the effective date of cancellation or as required by statute, whichever is longer, if the policy has been in effect for 90 days or less, if we cancel for any other reason; or 45 days if the policy has been in effect for more than 90 days, or as required by statute, whichever is longer, if we cancel for any other reason. If notice is mailed, proof of mailing to the address shown in the Schedule above will be sufficient proof of notice. Form WC 99 06 15 Printed in U.S.A. ,ll 74u ;D"," xaxma„aa�.an��aae Effective date of this Endorsement: 01-May-2021 This Endorsement is attached to and forms a part of Policy Number: V1 F72F210501 Beazley Insurance Company, Inc. referred to in this endorsement as either the "Insurer" or the "Underwriters" NOTICE OF CANCELLATION TO CERTIFICATE HOLDERS This endorsement modifies insurance provided under the following: AFB A&E MEDIA TECH® In consideration of the premium charged for the Policy, it is hereby understood and agreed that in addition to the provisions of Clause XVI., CANCELLATION AND NONRENEWAL, paragraph B., if this Policy is cancelled by the Underwriters, the Underwriters will provide thirty (30) days written notice to all certificate holders that require such advance notice by written contract. In the event the Insured has failed to pay a premium when due, the Underwriters will provide ten (10) days written notice for all certificate holders that require such advance notice by written contract. A list of certificate holders that require advanced notice by written contract shall be provided to the Underwriters by the Insured. This notification of pending cancellation of coverage is intended as a courtesy only. Underwriters' failure to provide such advance notification will not extend the Policy cancellation date nor negate cancellation of the Policy. All other terms and conditions of this Policy remain unchanged. E08061 032016 ed. Authori p1d Representative 00 flenE &APRiwmBr: - %aft �[LfJO(r