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HomeMy WebLinkAboutPYRAMID GROUP INTERNATIONAL, INC. (3)INSURANCE ON FILE A-2022.111 WORK MAY PROCEED UNTIL IN RANCE EXPIRES • MIS CLERK OF COUNCIL DATE: CONSULTANT AGREEMENT CITY OF SANTA ANA o:AuJA(Ghr,g TI AGREEMENT is made and entered into on this 21' day of June, 2022 by and between Pyramid Group International, Inc., ("Consultant"), and the City of Santa Ana, a charter city and N municipal corporation organized and existing under the Constitution and laws of the State of o California ("City"). ara cat RECITALS A. The City desires to retain a Consultant having special skill and knowledge in the field of management support services for digital billboards/banners and bus stop advertising/maintenance, B. Consultant represents that Consultant is able and willing to provide such services to the City. 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 consulting 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 Consultant shall perform during the tern of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Exhibit A, attached hereto and incorporated by reference. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Exhibit A. The total amount to be expended during the term of this Agreement shall not exceed $524,040, including any extension periods exercised under Section 3. This sum shall be comprised of $476,400 with a contingency amount of $47,640 to be used at the City's sole discretion. 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 which may reasonably be expected by City. Page 1 of 9 3. TERM This Agreement shall commence on the date first written above for a three (3) year term with the option for the City to grant up to two (2) one (1) year renewals, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR 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. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by 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. 6. INSURANCE Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Contractor, his agents, representatives, employees or subcontractors. Page 2 of 9 MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: 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. Ifa general aggregate limit applies, either the general aggregatelimit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the generalaggregate limit shall be twice the required occurrence limit. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Contractor has no owned autos, hired, (Code 8) and non -owned autos (Code 9), with limitno less than $1,000,000 per accident for bodily injury and property damage. Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the Entity requires and shall be entitled to the broader coverage and/or the higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Entity. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions: Additional Insured Status The Entity, 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 ofthe Contractor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor's insurance (at least as broad as ISO Form CG 20 10 1185 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used). Primary Coverage For any claims related to this contract, the Contractor's insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the Entity, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Entity, its officers, officials, employees, or volunteers shall be excess of the Contractor's insurance and shall not contribute with it. Notice of Cancellation Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the Entity. Page 3 of 9 Waiver of Subrogation Contractor hereby grants to Entity a waiver of any right to subrogation which any insurer of said Contractor may acquire against the Entity by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the Entity has received a waiver of subrogation endorsement from the insurer. Self -Insured Retentions Self -insured retentions must be declared to and approved by the Entity. The Entity may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or Entity. 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 Entity. Claims Made Policies (note — should be applicable only to professional liability, see below) If any of the required policies provide claims -made coverage: 1. The Retroactive Date must be shown, and must be before the date of the contractor the beginning of contract work. 2. Insurance must be maintained and evidence of insurance must be provided far at least five (5) years after completion of the contract of work. 3. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the contract effective date, the Contractor must purchase "extended reporting" coverage for a minimum of five (5) years after completion of work. Verification of Coverage Contractor shall furnish the Entity with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to Entity before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor's obligation to provide them. The Entity reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Special Risks or Circumstances Entity reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. Page 4 of 9 INDENMMCATION 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 Contractor, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The 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. Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. 8. INTELLECTUAL PROPERTY INDEMNMCATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. 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. Page 5 of 9 10. 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. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 12. NON-DISCRIlVIINATION 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. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms ofthis Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof shall not bind or obligate 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 is not embodied herein. Page 6 of 9 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, 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 Contractors retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, 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(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and 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. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason ofthis Agreement. 18. 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 Page 7 of 9 in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: 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 With courtesy copies to: Executive Director, Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, California 92702 To Contractor: Najib Saadeh President/Founder Pyramid Group International, Inc. 25771 Rapid Falls Rd, Laguna Hills, CA 92653 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. Page 8 of 9 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and 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. The Agreement is the final and complete agreement and any prior or contemporaneous agreements for similar services between the parties is superseded by this Agreement. This shall not apply where the Parties are currently engaged and Consultant is providing services not contemplated by this Agreement. C. 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: n jqrDaisy Gomez Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney Bv:` 9r1, Jose Montoya Assistant City Attorney RECOMMENDED FOR APPROVAL: JeT P- Nabil Saba Executive Director Public Works Agency CITY OF SANTA ANA S� Kristine Ridge City Manager CONSULTANT: Najib Saadeh President/Founder Page 9 of 9 EXHIBIT A City of Santa Ana, California Proposal for Support during the Site Selection, Permitting, Construction, Commissioning and Operation of Digital Billboards and Digital Banners, and the Review of Operations and Financial Reporting for Digital Billboards and Digital Banners, and Bus Stop Advertising and Maintenance Agreements Prepared for Mr. Nabil Saba, PE Executive Director Public Works Agency 20 Civic Center Plaza M-21 Santa Ana, CA 92702 Prepared by Najib Saadeh Founder/President Pyramid Group International Office: 949.280.4903 Email: nsaadehCa)pyramidgroupinternational.com www.pyramidgroupinternational.com Pyramid Group International, Inc. Pyramid Group International, Inc. Introduction Letter May 11, 2022 Mr. Nabil Saba, PE Executive Director Public Works Agency 20 Civic Center Plaza M-21 Santa Ana, CA 92702 Mr. Saba, Pyramid Group International, Inc. (Pyramid) is pleased to submit this proposal to provide oversight, on behalf of the City of Santa Ana (City), and to act as liaison between the City and Outfront Media LLC (OUTFRONT) during the design, permitting, construction, operation, maintenance, and management of digital billboards and digital banners by OUTFRONT. The scope of the proposed work also includes support in ensuring that all terms of the Agreement between the City and OUTFRONT as well as all terms of the Agreement between the City and Focus Media Group (FMG) are implemented as specified in the Agreements. It also includes a regular review of the operational reports and financial reports submitted by FMG and OUTFRONT to confirm that the City is receiving the revenue that it is entitled to from both vendors and to ensure both vendors are adhering to the operating requirements and standards that were agreed to in both contracts. Pyramid is prepared and qualified to provide the above -described support especially when considering that Pyramid managed the RFP process, under direction from City staff, resulting in the selection of both vendors, FMG and Outfront. Through that initial engagement, Pyramid is particularly familiar with the terms of both agreements. Pyramid works seamlessly with City staff in currently providing management support for these vendors. Because of this and the Pyramid staffs unique set of skills and qualifications in multiple areas including, project management, engineering, architecture, environmental compliance, safety compliance, accounting and finance, we believe that Pyramid is best suited to support the City in the execution of these agreements. The scope of services and work items for this engagement include providing oversight and support throughout the implementation of the following tasks : • Task 1. Installation of Digital Billboards and Digital Banners Pyramid Group International, Inc. o Task 1.1. Site Confirmation o Task 1.2. Initial Study • Task 1.3. Community Outreach and Communication Plan • Task 1.4. Adherence to Requirements • Task 1.5. ASLA Development • Task 1.6. Commissioning • Task 2. Review of Operations and Financial Reports Task 2.1. Digital Billboards and Digital Banners Task 2.2. Bus Stop Advertisement and Maintenance • Task 3. FMG Transition and Refurbishment Program • Task 4. Management Support, Communication and Meetings Pyramid appreciates the opportunity to submit this proposal which includes a Scope of Work and a Cost Estimate and we look forward to continuing to work with the City on the execution phase of both the OUTFRONT and FMG agreements. If you have any questions, please feel free to contact me directly by phone (949.280.4903) or by email(nsaadehCtpyramidgroupinternational com). Sincerely, Najib Saadeh President/Founder Pyramid Group International, Inc. (` `'' Pyramid Group International, Inc. Scope of Services Task 1. Installation of Digital Billboards and Digital Banners Task 1.1. Site Confirmation Pyramid will oversee the evaluation by Outfront Media LLC (OUTFRONT) of the four (4) potential sites for digital billboards and the six (6) potential locations for digital banners and will liaise between the City of Santa Ana (City) and OUTFRONT for all aspects of the evaluation, including the decision to eliminate, substitute or add locations at City's own discretion. Pyramid will verify that the selected sites for digital billboards and digital banners have been prioritized based on their potential to yield the highest revenue to the City while maintaining or enhancing the public benefit. Task 1.2. Initial Study Pyramid will review the Initial Study prepared by OUTFRONT in association with the freeway digital billboards and digital banners as well as anysubsequent environmental documentation. Pyramid will advise the City on the level of environmental review required by OUTFRONT. Task 1.3. Community Outreach and Communication Plan Pyramid will oversee OUTFRONT's development of a comprehensive community outreach and communication plan for each location. Pyramid will attend the meetings (up to five (5) community meetings for each location) and will report to the City on the outcome of the meetings. Pyramid will review the outreach material prepared by OUTFRONT and will make recommendations. Also, Pyramid will verify that OUTFRONT has provided all necessary equipment and technologyto conduct the meetings at the neighborhood association locations or at various field locations. Pyramid will work closely with OUTFRONT to ensure that all issues and concerns expressed by the community are addressed to the satisfaction of the community and the City. Pyramid will also ensure that all questions and concerns raised at the meetings as well as the resolutions are documented by OUTFRONT and communicated to the City. Task 1.4. Adherence to Requirements Pyramid will verify that OUTFRONT is adhering to all requirements per the terms of the Agreement between the City and OUTFRONT and will report any issue to the City as soon as it becomes known. The applicable requirements that Pyramid will monitor include, but are not limited to, the following: 1. Specifications a. Use, by OUTFRONT, of the current best available digital -billboard and digital banner technologies, b. Adherence to all design, construction and operation requirements, c. Maintenance, repair, and upgrade of the digital billboards and digital banners as needed to provide the best available digital -billboard technologies, and d. Compliance with the City's off -premises commercial advertising signs ordinance. k Pyramid Group International, Inc. 2. Application Requirements a. Pyramid will act as a liaison between OUTFRONT and the City's Public Works Agency during the application for the construction of the new digital billboards and digital banners. Pyramid will also keep track of all other necessary applications that are needed by Caltrans and/or the State. 3. Development Standards a. Pyramid will monitor that OUTFRONT has complied with all standards that are established by Caltrans and that are in effect at the time of permit issuance. Pyramid will also verify that OUTFRONT has adhered to the City's Digital Billboard Development Standards. Pyramid will report any known deviation to the City. 4. Lighting and Display Requirements a. Pyramid will verify that OUTFRONT has adhered to all lighting and display requirements applicable to the digital billboards and digital banners as specified in the Agreement between the City and OUTFRONT. Pyramid will report any known deviation to the City. S. Prohibited Features a. Pyramid will verify that OUTFRONT has not included any prohibited features and that it adhered to all lighting and display requirements applicable to the digital billboards as specified in the Agreement between the City and OUTFRONT. Pyramid will report any known deviation to the City. 6. Maintenance and Monitoring a. Pyramid will monitor that OUTFRONT is maintaining each Advertising Site as initially permitted, is in compliance with City, County and State requirements, and that all digital billboards and digital banners are operational and have an uptime of 92.5%. b. Pyramid will review the Lighting Monitoring Reports once submitted to the Public Works Agency upon installation. The reports are submitted upon installation and on a three-year interval thereafter to confirm conformance with the lighting requirements. c. Pyramid will lead the investigation of complaints about lighting, and if determined necessary by the Executive Director of the Planning and Building Agency, Pyramid will request that OUTFRONT provide an updated Lighting Monitoring Report within 72 hours of the notice from the City. If necessary, Pyramid will coordinate the independent digital billboard lighting measurements and, per the terms of the Agreement between the City and OUTFRONT, all costs related to lighting measurements and/or adjustments or repairs will be borne by OUTFRONT. Task 1.5. ASLA Development Pyramid will assist with the development of an Advertising Site License Agreement (ASLA) for each of the four (4) digital billboards and each of the six (6) digital banners proposed for development. �''r Pyramid Group International, Inc. Pyramid will work with the City attorney to verify that all ASLAs are consistent with the terms of the Agreement between the City and OUTFRONT for the provision for digital billboards and digital banners. Task 1.6. Commissionin Pyramid will assist in the commissioning of the four (4) digital billboards and six (6) digital banners. This would include ensuring that the digital billboards and banners are successfully constructed and operational in accordance with the specifications contained in Exhibit A of the Agreement between the City of Santa Ana and OUTFRONT. Per the Agreement between the City and OUTFRONT, the construction and commissioning of each digital billboard and digital banner shall be completed no later than 12 months from the date that each respective ASLA is fully executed, provided there are no significant delays. Pyramid will work closely with OUTFRONT and the City to meet the schedule and to assist in overcoming potential delays. Pyramid will keep the City informed of any potential delay and of the overall progress of the construction and commissioning. Task 2. Review of Operations and Financial Reports Task 2.1. Dieital Billboards and Di¢ital Banners Pyramid will verify that all financial reports produced by OUTFRONT and relating to the Agreement between the City and OUTFRONT include the necessary information to keep track of revenue generated, MAG payments, and revenue share due to the City. Pyramid will review all quarterly reports submitted by OUTFRONT and in particular, the details on the revenue generated from the Advertising Inventory, associated ad rates and occupancy rates. Pyramid will also confirm the minimum annual guarantee (MAG) amount due to the City each quarter and the True -up payment based on the revenue share calculation due after the end of each calendar year. If necessary, Pyramid, on behalf of the City, will audit OUTFRONT's financial records and financial reports once annually after providing at least ten (10) days' prior written notice to OUTFRONT. Pyramid will report any discrepancies to the City as soon as discovered and will provide updates to the City on OUTFRONT's progress toward the resolution of any discrepancies. Task 2.2. Bus Stop Advertisement and Maintenance Pyramid will review all quarterly reports submitted by FMG and in particular, the details on the revenue generated from the Advertising Inventory, associated ad rates and occupancy rates. Pyramid will also confirm the minimum annual guarantee (MAG) amount, the Maintenance Services Cost, and the resulting Revenue Payment due to the City for each quarter. Pyramid Group International, Inc. If necessary, Pyramid, on behalf of the City, will audit FMG's financial records and financial reports once annually after providing at least ten (10) days' prior written notice to OUTFRONT. Pyramid will report any discrepancies to the City as soon as discovered and will provide updates to the City on FMG's progress toward the resolution of any discrepancies. Task 3. FMG Transition and Refurbishment Program Pyramid will assist during the transition of services to FMG and with the implementation of the refurbishment program by FMG which includes the inspection of all existing bus stops and bus shelters for repairs and parts needed and, ultimately, the completion of the refurbishment per the terms of the Agreement. Additionally, Pyramid will work together with FMG on meeting the agreed -on schedule for the implementation of the comprehensive refurbishing program. Task 4. Management Support, Meetings and Presentations Pyramid will meet regularly with the City and/or the vendors to discuss the status of the project, major milestones, and deliverables for the digital billboards and digital banners, progress on FMG's refurbishment program and the reporting required by OUTFRONT and FMG. Assumptions 1. The scope of work and cost estimate are based on the installation and operation of a total of four (4) digital billboards and six (6) digital banners. 2. All four (4) digital billboards and six (6) digital banners sites will be identified in the firstyear and their construction and commissioning could take between one to two years. 3. The Initial Study will be performed during the first year. No additional studies in subsequent years are anticipated. 4. Community outreach events will be required the first year and second year for the four (4) digital billboards and the six (6) digital banners. 5. Pyramid will review the initial Lighting Monitoring Reports for conformance with the lighting requirements once submitted to the Public Works Agency upon the installation of the digital billboards and digital banners. Pyramid will also review the reports that are due by OUTFRONT after three (3) subsequent years. 6. Independent digital billboard lighting measurements and all costs related to lighting measurements and/or adjustments or repairs will be borne by OUTFRONT. Pyramid Group International, Inc. Cost Estimate The cost estimate presented by Pyramid herein is based on a rate of $240 per hour. Pyramid's services would be billed in 0.25 hourly increments. Because of the proximity of Pyramid's offices to the City of Santa Ana, travel costs are minimal and therefore negligeable. Therefore, travel costs are not included in the cost estimate. Detailed cost for the proposed scope of work is presented below per task and subtask for each year. As for the duration of the proposed work, Pyramid suggests a three-year contract with two one-year extension options. Table 1. Cost Estimate for Five Years Task No. Task Description Year 1 Year 2 Year 3 Year 4 Year 5 Installation of Digital 1 Billboards and Digital Banners 1.1 Site Confirmation $21,600 1.2 Initial Study $10,800 1.3 Community Outreach and $31,920 $10,560 Communication Plan 1.4 Adherence to Requirements $25,440 $8,640 $17,280 $17,280 $17,280 1.5 ASLA Development $16,080 $3,840 1.6 Commissioning $12,960 $3,840 2 Review of Operations and Financial Reports 2.1 Digital Billboards and Digital $10,560 $10,560 $10,560 $10,560 Banners 22 Bus Stops Advertisement and $8,160 $10,560 $10,560 $10,560 $10,560 Maintenance 3 FMG Transition and $28,800 $14,400 RefitrbishmentPro ram 4 Management Support, $36,960 $36,960 $23,040 $23,040 $23,040 Communication and Meetings Total:$192,720 $99,360 $61 ,440 $61,440 $61,440 If additional services and/or hours are required beyond those stated in the scope of work, Pyramid would first seek City's approval prior to performing the additional work Dlgltally signed by Ton Pierian Tori PiersonDzte:2022D405092421 -070V A�� CERTIFICATE OF LIABILITY INSURANCE DATD/YYYYJ 3/21/221/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: DAWOOD INSURANCE AGENCY 18800 Delaware St #304 Huntington Beach, CA 9264$ PHONE g49 417-0204 Fac No: 714 842-9791 EDDRIE katO dawoodinsurance.com INSURERS AFFORDING COVERAGE NAICN INSURERA: ADMIRAL INSURANCE COMPANY 24856 INSURED INSURER B : Pyramid Group International, Inc. INSURER C: 25771 Rapid Falls Road INSURER D: Laguna Hills, CA 92653 INSURER E: INSURER F : •Lw. V0r:0 r,r_r<nriCAIt INUMtltN: 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 SUER POLICY NUMBER MMIDDY MM/DD/YEPF YYV LIMITS COMMERCIAL GENERAL LVIBILITY X ❑OCCUR EACH OCCURRENCE $ 1000000 ITAMAGE TO TED CLAIMS -MADE PREMISES (Ea occurrence) $ 50000 MED UP IAny one person) $ 5,000 PERSONAL &ADVINJURY $ 1000000 A X FEI-ECC-28399-01 3/2212022 3/22/2023 AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2000000 GEML PRODUCTS - COMP/OPAGG $ 2000000 POLICY JET LOC $ OTHER: I I AUTOMOBILE LIABILITY COMBINED SINGLE LIMBANY E... ident $ O BODILY INJURY (Per person) $ OWNED OWNED SCHEDULED BODILY INJURY (Per accident) $ AUTOS ONLY AUTOS HIRED NON S NED AUTOS ONLY AUTOS PROPERTY DAMAGE Peraccident $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED I I RETENTIONS I$ WORKERS COMPENSATION PER OTH- AND EMPLOYERS' LIABILITY ,SIN STATUTE ER E.L. EACH ACCIDENT $ ANY PROPRIETORIPARTNEIBEXECUTIVE OFFICER/MEMBER EXCLUDED? NIA E.L. DISEASE -EA EMPLOYE $ (Mandatory In NH) If yes, describe under E.L. DISEASE -POLICY LIMIT $ DESCRIPTION OF OPERATIONS be. Ocurrence 2,000,000 A PROFESSIONAL LIABILITY X FEI-ECC-28399-01 3122/2022 3/22/2023 Agregate 2,000,000 Claim Expense 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached U more space is required) This Certificate of Insurance names: City, its City Council, officers, employees, agents and volunteers are named as additional insureds. Primary/Non-Contributory Endorsement form must be provided in addition to the Certificate of insurance for General Liability included and it will follow upon the issuance of the policy. ADDITIONAL INSURED CITY OF SANTA ANA 20 CIVIC CENTER PLAZA, SANTA ANA ,CA 92702 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ©1988-2015 ACI ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD < '^w RWI MarNge�lD&Wgn r, ,� Re�6APPRCN®BY: I ial �%rt+raort �' "Riwrmr�gea..,ra�vlAide 169 Freberg Environmental Policy Number Carrier Coverages FEI-ECC-28399-01 Admiral Insurance Company CGL CPL E&O Nnmari Inci vvri Policy Period Pyramid Group International Inc. Effective Date: 03/22/2022 25771 Rapid Falls Road Expiration Date: 03/22/2023 Laguna Hills, CA 92653 At 12:01 am Standard Time Pmarnm Administrator Date Issued Freberg Environmental, Inc. March 22, 2022 1800 Wazee Street, Suite 300 Denver, CO 80202 The enclosed policy(ies) sets out the coverages of insurance we have placed in accordance with your binding order. We recommend that you read the policy(ies) very carefully. Should you discover anything in the policy(ies) that is not consistent with your binding order, we ask that you advise, in writing, your requested changes. Upon review, if deemed appropriate, your requested changes will be handled by endorsement. It is your responsibility to confirm that the policy(ies) accurately reflects the coverage, conditions, limits and other terms that you require. If coverage is placed with a Surplus Lines insurer, it is issued pursuant to the surplus lines law and does not have the protection of state guaranty or insolvency funds nor has the policy wording been reviewed by the insurance department of the state. WAM.�an:� n7Rvm r & A fir ixil I: 7 76u Procmrn nr,km„�m,m,a�.;mran� Freberg Environmental 1800 Wazee Street, Suite 300 • Denver, CO 80202 • 800-377-41 In California dba: FEI Insurance Services / License # OG89298 imFreberg Environmental Policy Number. FEI-ECC-28399-01 Named Insured Renewal of: FEI-ECC-28399-00 Common Policy Declarations Policy Period Pyramid Group International Inc. Effective Date: 03/22/2022 25771 Rapid Falls Road Expiration Date: 03/22/2023 Laguna Hills, CA 92653 At 12:01 am Standard Time Program Administrator Date Issued Freberg Environmental, Inc. March 22, 2022 1800 Wazee Street, Suite 300 Denver, CO 80202 In return for the payment of premium, and subject to all the terms of this policy, we agree with you to provide the insurance as stated in this policy. This policy consists of the following Coverage Parts as indicated: Total Coverage Part Premium $3,432 Commercial General Liability Covered Contractors Pollution Liability Covered Premium $32.00 43 , Professional Liability Covered Company Fee $43 0.00 Terrorism Premium Not Covered Broker Fee Inspection Fee $250.00 $0.00 Total Premium $3,432 State Tax $102.96 Additional Charees Stamp Fee $8.58 Policy Fee $0 Total $3,793.54 CA SL Lic.#0592033 Loss Control Fee $0 State Fee $0 Forms Applicable To All Coverage Parts: See Schedule of Forms and Endorsements and attached State specific Surplus Lines Warning where applicable. These declarations together with the common policy conditions, coverage part declarations, coverage part coverage forms(s) and endorsements, if any, issued to form a part thereof, complete the above numbered policy. By: Authorized Representative s4ra..�e..eoiw� LMay.�@t. Freberg Environmental aw Ruk r�rugrnmramalYx 1800 Wazee Street, Suite 300 •Denver, CO 80202 • 800-37741— In California dba: FEI Insurance Services / License # OG89298 Freberg Environmental Policy Number. FEI-ECC-28399-01 Renewal of: FEI-ECC-28399-00 Coverage Part Declarations Coveraee Parts Attached (indicated with "X") Policy Type X Commercial General Liability Occurrence X Contractors Pollution Liability Occurrence X Professional Liability Claims Made Inception Limits of Insurance Regardless of the number of Coverage Parts written under this policy or applicable to any one Occurrence, Claim, Wrongful Act or Pollution Condition, the Limits of Insurance shown below apply once for the entire Dolicv, and not separately for each Coverage Part. Applicable to Commercial General Liability Coverage Part: $2,000,000 General Aggregate Limit (Other Than Products -Completed Operations) $2,000,000 Products -Completed Operations Aggregate Limit $1,000,000 Personal and Advertising Injury Limit $1,000,000 Damages Limit for Each Occurrence or Claim $50,000 Fire Damage Limit (Any one Fire) $5,000 Medical Expense Limit (Any One Person) Applicable to Contractors Pollution Liability Coverage Park $1,000,000 Damages Limit for Each Occurrence, Claim or Pollution Condition $2,000,000 General Aggregate Limit $1,000,000 Claims Expense Limit for Each Claim $2,000,000 Claims Expense Aggregate Limit Applicable to Professional Liability Coverage Park $2,000,000 Damages Limit for Each Occurrence, Wrongful Act or Claim $2,000,000 General Aggregate Limit $1,000,000 Claims Expense Limit for Each Claim $2,000,000 Claims Expense Aggregate Limit ne.l,,.�•t,te7cnz Coverage Amount Type Retroactive Date Commercial General Liability $2,500 Per Occurrence NOT APPLICABLE Contractors Pollution Liability $2,500 Per Pollution Condition NOT APPLICABLE Professional Liability $2,500 Per Wrongful Act 10/14/2021 te1�`.r,,.eolrwoa aevav®LArrxo+®sr. a,:r, rvv+�ee,,,mramorax Freberg Environmental 1800 Wazee Street, Suite 300 • Denver, CO 80202 •800-377-411,- In California dba: FEI Insurance Services I License # OG89298 Freberg Environmental Premium Schedule Estimated Annual Gross Revenue $250,000 Rate FLAT Policy Period Minimum Earned Premium 25% Minimum & Deposit Premium 100% Form of Business: Corporation u�ona� %ti �Giutooe Ri.4 RM,u9ertnif Clcnul Aitle Freberg Environmental 1800 Wazee Street, Suite 300 •Denver, CO 80202 • 800-377-41-, - In California dba: FEI Insurance Services / License # OG89298 I(D Freberg Environmental Policy Number: FEI-ECC-28399-01 Renewal of: FEI-ECC-28399-00 Schedule of Forms and Endorsements State Notices JA100108 20 Signature Page CG 00 0112 04 Commercial General Liability Coverage ECC-311-0712 Contractors Pollution Liability Form Occurrence ECC-1313-0118 Professional Liability Form Claims Made ECC-1451-0118 Schedule of Forms and Endorsements ECC-1315-0118 Common Policy Conditions ECC-1316-0118 Nuclear Energy Liability Exclusion ECC-317-0712 Deductible Liability Insurance Endorsement ECC-1327-0118 Minimum Premium Endorsement ECC-319-0712 Automatic Additional Insured Owners Lessees or Contractors (This endorsement does not apply to the Professional Liability Coverage Part). ECC-320-0712 Automatic Waiver of Subrogation (This endorsement does not apply to the Professional Liability Coverage Part) CG 22 43 0196 Exclusion - Engineers Architects or Surveyors CG 2107 05 14 Exclusion - Access or Disclosure of Data PN-000100107 OFAC PN-0002-1215 Trade or Economic Sanctions Endorsement ECC-586-0520 Virus or Bacteria Exclusion - CGL ECC-587-0520 Virus or Bacteria Exclusion - CPL ECC-588-0520 Virus or Bacteria Exclusion - PL CG 2190 0106 Exclusion of Terrorism ECC-1547-0118 Mold Deductible Endorsement ECC-353-0217 Hired and Non -Owned Auto Liability $1M ECC-407-0712 Medical Monitoring Costs Endorsement ECC-548-0317 Blanket Primary and Non -Contributory Endorsement ECC-56913-0712 Blanket Non -Owned Disposal Site Endorsement CG 20 37 04 13- Blanket Blanket Addtl Insd Owners Lessees or Contractors Completed Operations ECC-454-1016 Transportation Pollution Liability Endorsement ECC-1322-0821 Claims Notice Document ECC-1329-0621 Service of Suit - California Freberg Environmental 1800 Wazee Street, Suite 300 - Denver, CO 80202 • 800-377-4152 In Califomia dba: FEI Insurance Services / License # OG89298 NNrr..gwer'VM ef�Rrwec�crovac�er: %ad �icxaerc �` rs,n<m.,,u�enmrcrmmraa� Inc. Signature Page This endorsement, effective 3/22/2022 , attaches to and forms a part of Policy Number FEI-ECC-28399-01. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. IN WITNESS WHEREOF, we have caused this Policy to be executed and attested, and, if required by state law, this Policy shall not be valid unless countersigned by a duly authorized representative of the Company. W. Robert Berkley, Jr. Signature Page S. Welt ddM.�yanmtDlwt RE�CMxw®arr:.- Rick rybnagenmKlrncal Piac ADMIRAL =Ire Commercial General Liability Coverage Form Commercial General Liability Coverage Form Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations, and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and "our" refer to the company providing this insurance. The word "insured" means any person or organization qualifying as such under Section II — Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section V — Definitions. SECTION I — COVERAGES COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury" or "property damage" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury" or "property damage" to which this insurance does not apply. We may, at our discretion, investigate any "occurrence" and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section III — Limits Of Insurance; and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments — Coverages A and B. b. This insurance applies to "bodily injury" and "property damage" only if: (1) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory"; (2) The "bodily injury" or "property damage" occurs during the policy period; and (3) Prior to the policy period, no insured listed under Paragraph 1. of Section II — Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property dama RI�MvgermttA.am . any continuation, change or resumption of such "bodily injury" or "I RVIEWID i APPHbnm BY: ,�, `n� %4ti PicrtAo« YCilium RiffiMrtu9e,mrzCfalalNdc © ISO Properties Inc, 2003 All rights reserved. Ii Commercial General Liability Coverage Form during or after the policy period will be deemed to have been known prior to the policy period. c. "Bodily injury" or "property damage" which occurs during the policy period and was not, prior to the policy period, known to have occurred by any insured listed under Paragraph 1. of Section II — Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim, includes any continuation, change or resumption of that "bodily injury" or "property damage" after the end of the policy period. d. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1. of Section II — Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: (1) Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; (2) Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage", or (3) Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur. e. Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury". 2. Exclusions This insurance does not apply to: a. Expected or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" resulting from the use of reasonable force to protect persons or property. b. Contractual Liability "Bodily injury" or "property damage" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) That the insured would have in the absence of the contract or agreement; or (2) Assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purposes of liability assumed in an "insured contract", reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage", provided: (a) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract" and (b) Such attorney fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. c. Liquor Liability © ISO Properties Inc, 2003 All rights reserved. artr onu r. �'.d�t�i4ID6Anad®8r: last i�tcsaex F"k M1i nagenmKlmafNtic AOMfBAt 144 —ff Commercial General Liability Coverage Form "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. d. Workers' Compensation and Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. e. Employer's Liability "Bodily injury" to: (1) An "employee" of the insured arising out of and in the course of: (a) Employment by the insured; or (b) Performing duties related to the conduct of the insured's business; or (2) The spouse, child, parent, brother or sister of that "employee" as a consequence of Paragraph (1) above. This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability assumed by the insured under an "insured contract". f. Pollution (1) "Bodily injury" or "property damage" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": (a) At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to, any insured. However, this subparagraph does not apply to: (1) "Bodily injury" if sustained within a building and caused by smoke, fumes, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use, by the building's occupants or their guests; (ii) "Bodily injury" or "property damage" for which you may be held liable, if you are a contractor and the owner or lessee of such premises, site or location has been added to your policy as an additional insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned to, any insured. other than that additional insured; or atM..ee woua� it�L Mrao78r. %asl �rrerda[ Rick hN,v Re"er,t Clmml Ntle © ISO Properties Inc, 2003 00 All rights reserved. Commercial Form (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire" (b) At or from any premises, site or location which is or was at any time used by or for any insured or others for the handling, storage, disposal, processing or treatment of waste; (c) Which are or were at any time transported, handled, stored, treated, disposed of, or processed as waste by or for: (i) Any insured; or (ii) Any person or organization for whom you may be legally responsible; or (d) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the "pollutants" are brought on or to the premises, site or location in connection with such operations by such insured, contractor or subcontractor. However, this subparagraph does not apply to: (i) "Bodily injury" or "property damage" arising out of the escape of fuels, lubricants or other operating fluids which are needed to perform the normal electrical, hydraulic or mechanical functions necessary for the operation of "mobile equipment" or its parts, if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply if the "bodily injury" or "property damage" arises out of the intentional discharge, dispersal or release of the fuels, lubricants or other operating fluids, or if such fuels, lubricants or other operating fluids are brought on or to the premises, site or location with the intent that they be discharged, dispersed or released as part of the operations being performed by such insured, contractor or subcontractor; (0) "Bodily injury" or "property damage" sustained within a building and caused by the release of gases, fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor; or (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire". (e) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the operations are to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants". (2) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (b) Claim or "suit" by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, tr d*aM" FEV6 &A I Sr. %au >ar.Pmm¢ x�km.n�a,n,�amaaa� © ISO Properties Inc, 2003 All rights reserved. Commercial Coverage Form or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". However, this paragraph does not apply to liability for damages because of "property damage" that the insured would have in the absence of such request, demand, order or statutory or regulatory requirement, or such claim or "suit' by or on behalf of a governmental authority. g. Aircraft, Auto or Watercraft "Bodily injury" or "property damage' arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and 'loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury' or "property damage" involved the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1) A watercraft while ashore on premises you own or rent; (2) A watercraft you do not own that is: (a) Less than 26 feet long; and (b) Not being used to carry persons or property for a charge; (3) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; (4) Liability assumed under any "insured contract' for the ownership, maintenance or use of aircraft or watercraft; or (5) 'Bodily injury' or "property damage' arising out of: (a) The operation of machinery or equipment that is attached to, or part of, a land vehicle that would qualify under the definition of "mobile equipment' if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law in the state where it is licensed or principally garaged; or (b) the operation of any of the machinery or equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equipment'. h. Mobile Equipment "Bodily injury" or "property damage' arising out of: (1) The transportation of "mobile equipment' by an "auto' owned or operated by or rented or loaned to any insured; or (2) The use of "mobile equipment' in, or while in practice for, or while being prepared for, any prearranged racing, speed, demolition, or stunting activity. I. War "Bodily injury" or "property damage", however caused, arising, directly or indirectly, out Of. (1) War, including undeclared or civil war; Rd,wo.�,ta� RkMflU®6APPNbYFD Bf. Rizk Mvtagrnm[Gair.,IPi,ir © ISO Properties Inc, 2003 All rights reserved. a0M1RA „'"° Commercial General Liability Coverage Form (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. j. Damage to Property "Property damage" to: (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; (5) That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III — Limits Of Insurance. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products -completed operations hazard". k. Damage to Your Product "Property damage" to "your product" arising out of it or any part of it. I. Damage to Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products -completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. m. Damage to Impaired Property or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of: (1) A defect, deficiency work" or © ISO Properties Inc, 2003 All rights reserved. inadequacy or dangerous condition in "your product" or "vour���{ Yi�YY4 FJAM q..tDmd 1 u �% 6Nrno.�8r: rersknin..gR,t„,a��ia AOM M M . ' Commercial General Liability Coverage Form (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product' or "your work" after it has been put to its intended use. n. Recall of Products, Work or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1) "Your product` (2) "Your work"; or (3) "Impaired property"; if such product, work, or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. o. Personal and Advertising Injury "Bodily injury" arising out of "personal and advertising injury". p. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data. As used in this exclusion, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. Exclusions c. through n. do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section III — Limits Of Insurance. COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "personal and advertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit' seeking those damages. However, we will have no duty to defend the insured against any "suit' seeking damages for "personal and advertising injury" to which this insurance does not apply. We may, at our discretion, investigate any offense and settle any claim or "suit' that may result. But: (1) The amount we will pay for damages is limited as described in Section III — Limits Of Insurance; and (2) Our right and duty to defend end when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or servi. FJkM.„g..dM-W„ unless explicitly provided for under Supplementary Payments — Q IR�clumo ft 7ou i�ic:.�en © ISO Properties Inc, 2003 All rights reserved. Liabilitv Coverage Form b. This insurance applies to "personal and advertising injury" caused by an offense arising out of your business but only if the offense was committed in the "coverage territory" during the policy period. 2. Exclusions This insurance does not apply to: a. Knowing Violation of Rights of Another "Personal and advertising injury" caused by or at the direction of the insured with the knowledge that the act would violate the rights of another and would inflict "personal and advertising injury". b. Material Published With Knowledge of Falsity "Personal and advertising injury" arising out of oral or written publication of material, if done by or at the direction of the insured with knowledge of its falsity. c. Material Published Prior to Policy Period "Personal and advertising injury" arising out of oral or written publication of material whose first publication took place before the beginning of the policy period. d. Criminal Acts "Personal and advertising injury" arising out of a criminal act committed by or at the direction of the insured. e. Contractual Liability "Personal and advertising injury" for which the insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement. f. Breach of Contract "Personal and advertising injury" arising out of a breach of contract, except an implied contract to use another's advertising idea in your "advertisement". g. Quality or Performance of Goods — Failure to Conform to Statements "Personal and advertising injury" arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement". h. Wrong Description of Prices "Personal and advertising injury" arising out of the wrong description of the price of goods, products or services stated in your "advertisement". I. Infringement of Copyright, Patent, Trademark or Trade Secret "Personal and advertising injury" arising out of the infringement of copyright, patent, trademark, trade secret or other intellectual property rights. However, this exclusion does not apply to infringement, in your "advertisement", of copyright, trade dress or slogan. j. Insureds in Media and Internet Type Businesses "Personal and advertising injury" committed by an insured whose business is: (1) Advertising, broadcasting, publishing or telecasting; (2) Designing or determining content of web -sites for others; or (3) An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs 14.a., b. and c. of "oersonal and advertising injury" under the Definitions Section. T%J6 4F Q j �f %S[ X)4 I ( Risk Mvtagmtrn Clmcal Pi,f r © ISO Properties Inc, 2003 All rights reserved. Commercial General Form For the purposes of this exclusion, the placing of frames, borders or links, or advertising, for you or others anywhere on the Internet, is not by itself, considered the business of advertising, broadcasting, publishing or telecasting. k. Electronic Chatrooms or Bulletin Boards "Personal and advertising injury" arising out of an electronic chatroom or bulletin board the insured hosts, owns, or over which the insured exercises control. 1. Unauthorized Use of Another's Name or Product "Personal and advertising injury" arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatag, or any other similar tactics to mislead another's potential customers. m. Pollution "Personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants" at any time. n. Pollution -Related Any loss, cost or expense arising out of any: (1) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (2) Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". o. War "Personal and advertising injury", however caused, arising, directly or indirectly, out of: (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. COVERAGE C MEDICAL PAYMENTS 1. Insuring Agreement a. We will pay medical expenses as described below for "bodily injury" caused by an accident: (1) On premises you own or rent; (2) On ways next to premises you own or rent; or (3) Because of your operations; provided that: (1) The accident takes place in the "coverage territory" and during the policy period; (2) The expenses are incurred and reported to us within one year of the date of the (3) accident; and The injured person submits to examination, at our expense, by ohvsicians of our choice as often as we reasonably require. k ` I�6 Ar Br: �lardort --'�'—2iik Nuna9ertn,t C1(Tfdl Pitic © ISO Properties Inc, 2003 All rights reserved. AW1R4*t=w Commercial General Liability Coverage Form b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for: (1) First aid administered at the time of an accident; (2) Necessary medical, surgical, x-ray and dental services, including prosthetic devices; and (3) Necessary ambulance, hospital, professional nursing and funeral services. 2. Exclusions We will not pay expenses for "bodily injury": a. Any Insured To any insured, except "volunteer workers". b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c. Injury on Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d. Workers Compensation and Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports, or athletic contests. f. Products -Completed Operations Hazard Included within the "products -completed operations hazard". g. Coverage A Exclusions Excluded under Coverage A. SUPPLEMENTARY PAYMENTS — COVERAGES A AND B 1. We will pay, with respect to any claim we investigate or settle, or any "suit" against an insured we defend: a. All expenses we incur. b. Up to $250 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. c. The cost of bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $250 a day because of time off from work. e. All costs taxed against the insured in the "suit". Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pav anv prejudgment interest based on that period of time after the offer. %au 7%ibrJare '- ' reRxmrdye„:mam�iaae © ISO Properties Inc, 2003 All rights reserved. AOM1M "'"R7— Commercial General Liability Coverage Form g. All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. These payments will not reduce the limits of insurance. 2. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: a. The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract'; b. This insurance applies to such liability assumed by the insured; c. The obligation to defend, or the cost of the defense of, that indemnitee, has also been assumed by the insured in the same "insured contract"; d. The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the interests of the insured and the interests of the indemnitee; e. The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and f. The indemnitee: (1) Agrees in writing to: (a) Cooperate with us in the investigation, settlement or defense of the "suit"; (b) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit"; (c) Notify any other insurer whose coverage is available to the indemnitee; and (d) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (2) Provides us with written authorization to: (a) Obtain records and other information related to the "suit"; and (b) Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 2.b.(2) of Section I — Coverage A— Bodily Injury And Property Damage Liability, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the limits of insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: a. We have used up the applicable limit of insurance in the payment of judgments or settlements; or b. The conditions set forth above, or the terms of the agreement described in Paragraph f. above, are no longer met. SECTION II — WHO IS AN INSURED 1. If you are designated in the Declarations as: Tau j�riraan Risk Muuge ,C p © ISO Properties Inc, 2003 All rights reserved. AQM/NAL M=— Commercial General Liability Coverage Form a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Each of the following is also an insured: a. Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1) 'Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co -"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co -"employee" or "volunteer worker" as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. (2) 'Property damage" to property: (a) Owned, occupied or used by, (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Any person or organization having proper temporary custody of your prooerty if you die. but only: n, �.rn (1) With respect to liability arising out of the maintenance or use of tht Re slVersw¢: a'c Rrsk M1Mw9rnmKlaicil Porlc © ISO Properties Inc, 2003 All rights reserved. Commercial General Liability Coverage Form (2) Until your legal representative has been appointed. d. Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this Coverage Part. 3. Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain ownership or majority interest, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 90th day after you acquire or form the organization or the end of the policy period, whichever is earlier; b. Coverage A does not apply to "bodily injury" or "property damage' that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury' arising out of an offense committed before you acquired or formed the organization. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. SECTION III — LIMITS OF INSURANCE 1. The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. The General Aggregate Limit is the most we will pay for the sum of: a. Medical expenses under Coverage C; b. Damages under Coverage A, except damages because of "bodily injury' or "property damage" included in the "products -completed operations hazard"; and c. Damages under Coverage B. 3. The Products -Completed Operations Aggregate Limit is the most we will pay under Coverage A for damages because of "bodily injury" and "property damage' included in the "products - completed operations hazard". 4. Subject to 2. above, the Personal and Advertising Injury Limit is the most we will pay under Coverage B for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization. 5. Subject to 2. or 3. above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of: a. Damages under Coverage A; and b. Medical expenses under Coverage C because of all 'bodily injury' and "property damage' arising out of any one "occurrence". 6. Subject to 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage' to any one premises, while rented to you, or in the case of damage by fire, while rented to you or temporarily occupied by you with permission of the owner. 7. Subject to 5. above, the Medical Expense Limit is the most we will pay unc Ry all medical expenses because of "bodily injury' sustained by any one pers k, came %xl P:cmo" xwnwu�mm�om.naa� © ISO Properties Inc, 2003 00 All rights reserved. _ADW4*==V Commercial General Liability Coverage Form The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event of Occurrence, Offense, Claim or Suit a. You must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. If a claim is made or "suit" is brought against any insured, you must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You must see to it that we receive written notice of the claim or "suit" as soon as practicable. c. You and any other involved insured must: (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit"; (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the insured because of injury or damage to which this insurance may also apply. d. No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. 3. Legal Action Against Us No person or organization has a right under this Coverage Part: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Part unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this Coverage Part or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liabilitv sinned by us. the insured and the claimant or the claimant's legal representative. sir 4. Other Insurance &A m Sr: %ti >'%lcrdoee © ISO Properties Inc, 2003 All rights reserved. Commercial General Liability Coverage Form If other valid and collectible insurance is available to the insured for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in c. below. b. Excess Insurance This insurance is excess over: (1) Any of the other insurance, whether primary, excess, contingent or on any other basis: (a) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work' (b) That is Fire insurance for premises rented to you or temporarily occupied by you with permission of the owner; (c) That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; or (d) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I — Coverage A — Bodily Injury And Property Damage Liability. (2) Any other primary insurance available to you covering liability for damages arising out of the premises or operations, or the products and completed operations, for which you have been added as an additional insured by attachment of an endorsement. When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the 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: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) 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. c. Method of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 5. Premium Audit FB4Mergn h mn LAvvauvm 6� W-M 70+e {�icaaorr aa"m.,n..ne�«�mcaiaa� © ISO Properties Inc, 2003 All rights reserved. General Liability Coveracie Form a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. 6. Representations By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete; b. Those statements are based upon representations you made to us; and c. We have issued this policy in reliance upon your representations. 7. Separation of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit' is brought. 8. Transfer of Rights of Recovery Against Others to Us If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit' or transfer those rights to us and help us enforce them. i:�'PI ii�ilh'C-7 rI7: RSi:Z-TiT If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V — DEFINITIONS 1. "Advertisement' means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding web -sites, only that part of a web -site that is about your goods, products or services for the purposes of attracting customers or supporters is considered an advertisement. 2. "Auto" means: a. A land motor vehicle, trailer or semi -trailer designed for travel on public roads. including any attached machinery or equipment; or KIyMAM rsenenmcA. Sr. , 7ou �riraaa R,zk Mnrv9enmfCimcalNtle © ISO Properties Inc, 2003 All rights reserved. Form b. Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law in the state where it is licensed or principally garaged. However, "auto" does not include "mobile equipment". 3. "Bodily injury" means bodily injury, sickness or disease sustained by a person, including death resulting from any of these at any time. 4. "Coverage territory" means: a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; or c. All other parts of the world if the injury or damage arises out of: (1) Goods or products made or sold by you in the territory described in a. above; (2) The activities of a person whose home is in the territory described in a. above, but is away for a short time on your business; or (3) "Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication provided the insured's responsibility to pay damages is determined in a "suit" on the merits, in the territory described in a. above or in a settlement we agree to. 5. "Employee" includes a "leased worker'. "Employee" does not include a "temporary worker". 6. "Executive officer' means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document. 7. "Hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be. 8. "Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: a. It incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by: a. The repair, replacement, adjustment or removal of "your product" or "your work"; or b. Your fulfilling the terms of the contract or agreement. 9. "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; b. A sidetrack agreement; c. Any easement or license agreement, except in connection with construction or demolition operations on or within 50 feet of a railroad; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or agreement pertaining to your busine:,�, ,ram indemnification of a municipality in connection with work performed for a awFncs S� jt..a+ %u 7�tcwar Rak NN,u9enmfUvialAitle © ISO Properties Inc, 2003 All rights reserved. Commercial General Liabi under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. does not include that part of any contract or agreement: (1) That indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road -beds, tunnel, underpass or crossing; (2) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (3) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (2) above and supervisory, inspection, architectural or engineering activities. 10. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". 11. "Loading or unloading" means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto'; b. While it is in or on an aircraft, watercraft or "auto"; or c. While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 12. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, maintained primarily to provide mobility to permanently mounted: (1) Power cranes, shovels, loaders, diggers or drills; or e. (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; Vehicles not described in a., b., c. or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equip following types: wEniAmrs� Tau gkA © ISO Properties Inc, 2003 9f- All rights reserved. A9N1RAt '"'"' — Commercial General Liability Coverage Form (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. However, "mobile equipment" does not include any land vehicles that are subject to a compulsory or financial responsibility law or other motor vehicle insurance law in the state where it is licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law are considered "autos". 13. "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 14. "Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person occupies, committed by or on behalf of its owner, landlord or lessor; d. Oral or written publication, in any manner, of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral or written publication, in any manner, of material that violates a person's right of privacy; f. The use of another's advertising idea in your "advertisement" or g. Infringing upon another's copyright, trade dress or slogan in your "advertisement". 15. "Pollutants" mean any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 16. "Products -completed operations hazard": a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. However, "y RIA Dm" deemed completed at the earliest of the following times: 11'^ &A O ®B" r�� (3 7au >Diowaa � rs�mn�"agen,m.crmQrwa� © ISO Properties Inc, 2003 All rights reserved. General Liabilitv Coveraae Form (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. b. Does not include "bodily injury" or "property damage" arising out of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; (2) The existence of tools, uninstalled equipment or abandoned or unused materials; or (3) Products or operations for which the classification, listed in the Declarations or in a policy schedule, states that products -completed operations are subject to the General Aggregate Limit. 17. 'Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of the "occurrence" that caused it. For the purposes of this insurance, electronic data is not tangible property. As used in this definition, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 18. "Suit' means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 19. 'Temporary worker' means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions. 20. "Volunteer worker" means a person who is not your "employee", and who donates his or her work and acts at the direction of and within the scope of duties determined by you, and is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 21. "Your product': a. Means: RereRm6 Neauv®er %kti >�tLAtOx k,zk Min - a�e�m.rnm�iaa� © ISO Properties Inc, 2003 All rights reserved. A9N1J q,( ,=r Commercial General Liability Coverage Form (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a) You; (b) Others trading under your name; or (c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b. Includes (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product'; and (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. 22. "Your work": a. Means: (1) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or operations. b. Includes (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work", and (2) The providing of or failure to provide warnings or instructions. R k M.VwAd I�Nft4 &APPROI@B. dI Id; , 7nU P4�� Risk M1t,u1e 10-1P 01 © ISO Properties Inc, 2003 All rights reserved. To City of Santa Ana Risk Management Division 20 Civic Center Plaza, 4th Floor Santa Ana CA 92702 Dear Sir or Madam, Pyramid Group International, Inc. Laguna Hills, California Date: September 28, 2021 The purpose of this letter is to confirm three items related to the City of Santa Ana's insurance requirements. First, I would like to inform you that Pyramid Group International, Inc. (PGI) is a one -person company with only one person as its member. As a result, PGI does not have any other employees besides myself and I am not a licensed professional. Furthermore, I have no immediate plans to grow PGI but if this changes, I would inform the City of Santa Ana immediately and would acquire insurance coverage that would satisfy the City of Santa Ana's insurance requirements for workers compensation and employer's liability. Lastly, PGI does not own any vehicles and does not plan on purchasing, hiring or using any vehicle for the upcoming project with the City of Santa Ana which consists of preparing a request for proposal (RFP) for new billboards along adjacent freeways. If this changes and a company vehicle is acquired. I would inform the City of Santa Ana immediately and would acquire insurance coverage that would satisfy the City of Santa Ana's insurance requirements for automobile liability. Please feel free to contact me if you have any questions. I can be reached by phone (949.280.4903) or by email (nsaadeh@pyramidgroupintemational.com). Thank you, Najib Saadeh President, Pyramid Group Intemational, Inc. xWa� RNEtVm6 MPRQJEp ar. *' %u P(L2 " - Rick hN,ugenmtClmal AiOc Orozco, Maria Subject: FW: Internal Notice of Compliance From: City of Santa Ana <certiflcate-[NuestQaLtraUdidata.com> Sent: Wednesday, August 30, 2023 10:30 AM To: Martinez, Stephanie <SMartinez10@santa-ana-org>; Mnclig, Christy <ckIndjg@santa-ana..or >; Frankston, Emerson <efrankstonftsanta--a9a,prE>; Furjanic, Suzi <E Furar�c> Subject: Internal Notice of Compliance CITY STAFF: PRKTTHIS PAGE AND INCLUDE WITH AGREEMEN"r"I"C)'rHE CLERK OFTHE COUNCIL Contractor Pyramid Group International, Inc. Name: Project A-2022-1,11 Number: Project Consultant Agreement City Of Santa Ana Name: The Certificate of Insurance (C01) submitted indicates that the coverages are, in compliance with the insurance requirements. No further action is required at this time. The compliant coverage(s) are: TYPE OF INSURANCE POLICY NUMBER EXPIRATION! COI DATE FILE NAME DATE Auto Liability and Workers Comp_Request for Waiver From AUTOMOBILE LIABILITY WAIVER 08/28/2024 08/28/2023 Pyramid Group International 28 Aug 2023_Signed.pdf PYRAMID GROUP INTERNATIONAL - CERTIFICATE OF 03/22/2024 03/23/2023 LIABILITY INSURANCE - SANTA ANA 032323.pdf 08/28/2024 08/28/2023 Auto Liability and Workers H TYPE OF INSURANCE Thank you, City of Santa Ana Risk Management Division in partnership with CTrax Plus Services Team 8/30/2023 1:29 PM POLICY NUMBER EXPIRATION COI DATE FILE NAME DATE Comp_Request for Waiver From Pyramid Group InternationaUg Aug 2023 Signed.pdf 2 NOTICE OF COMPLIANCE CITY STAFF: PRINT THIS PAGE AND INCLUDE WITH AGREEMENT TO THE CLERK OF THE COUNCIL Contractor Pyramid Group International, Inc. Name: Project A-2022-111 Number: Project Consultant Agreement City Of Santa Ana Name: The Certificate of Insurance (COI) submitted indicates that the coverages comply with the insurance requirements. The compliant coverage(s) are: POLICY EXPIRATION TYPE OF INSURANCE COI DATE FILE NAME NUMBER DATE Auto Liability and Workers Comp_Request for AUTOMOBILE LIABILITY WAIVER 08/28/2024 08/28/2023 Waiver_From Pyramid Group International_28 Aug 2023_Signed.pdf updated Pyramid GENERAL LIABILITY FEIECC2839903 03/22/2025 03/13/2024 cert city of santa ana.pdf Auto Liability and Workers Comp_Request for WORKERS COMPENSATION AND WAIVER 08/28/2024 08/28/2023 Waiver_From EMPLOYERS' LIABILITY Pyramid Group International_28 Aug 2023_Signed.pdf No further action is required at this time. Thank you, City of Santa Ana Risk Management Division in partnership with CTrax Plus Services Team 5/6/2024 10:49 AM DATE(MM/DD/YYYY) A`�"� CERTIFICATE OF LIABILITY INSURANCE 3/12/2026 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 CONTANAME:CT KATO DAWOOD DAWOOD INSURANCE AGENCY a/CC N Ext: 949 417-0204 A/c No: 714 842-9791 18800 Delaware St#304 E-MAILADDRESS: kato dawoodinsurance.com Huntington Beach, CA 92648 INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: ADMIRAL INSURANCE COMPANY 24856 INSURED INSURER B Pyramid Group International, Inc. INSURER C7 25771 Rapid Falls Road INSURERD: Laguna Hills, CA 92653 INSURER E7 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MWDD/YYYY MM/DD/YYY COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 DAMAGE TO X CLAIMS-MADE1:1 OCCUR PREMISES (E.occurrDence) $ 50,000 MED EXP(Any one person) $ 5,000 A X x FEI-ECC-28399-05 3/22/2026 3/22/2027 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY❑ PRO ❑ LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ Occurrence 2,000,000 PROFESSIONAL LIABILITY A re ate 2,000,000 A X x FEI-ECC-28399-05 3/22i2026 3i22/2027 gg g Claim Expense 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) This Certificate of Insurance names: City, its City Council, officers, employees, agents and volunteers are named as additional insureds. Primary/Non-Contributory Endorsement form must be provided in addition to the Certificate of Insurance for General Liability included and it will follow upon the issuance of the policy. APPROVED CERTIFICATE HOLDER CANCELLATION By Tu Tran Nguyen at 11:49 am,Mar 18,2026 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE ADDITIONAL INSURED THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN CITY OF SANTA ANA ACCORDANCE WITH THE POLICY PROVISIONS. Attention: Marlene Alcaraz AUTHORIZED REPRESENTATIVE 20 CIVIC CENTER PLAZA, M-93 SANTA ANA,CA 92701 )a�� ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Pyramid Group International Inc. Endorsement Number: 12 ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement, effective 03/18/2026, attaches to and forms a part of Policy Number FEI-ECC-28399-05. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Locations Of Covered Operations City of Santa Ana City of Santa Ana its City Council, officers, officials, 20 Civic Center Plaza Santa Ana, CA 92701 employees, agents, and volunteers Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II —Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following additional organization(s) shown in the Schedule, but only exclusions apply: with respect to liability for"bodily injury", "property This insurance does not apply to "bodily injury" damage" or"personal and advertising injury" or"property damage" occurring after: caused, in whole or in part, by: 1. All work, including materials, parts or 1. Your acts or omissions; or equipment furnished in connection with such 2. The acts or omissions of those acting on your work, on the project (other than service, behalf; maintenance or repairs)to be performed by in the performance of your ongoing operations for or on behalf of the additional insured(s) at the additional insured(s) at the location(s) the location of the covered operations has designated above. been completed; or However: 2. That portion of"your work" out of which the 1. The insurance afforded to such additional injury or damage arises has been put to its insured only applies to the extent permitted by intended use by any person or organization law; and other than another contractor or subcontractor engaged in performing 2. If coverage provided to the additional insured is operations for a principal as a part of the required by a contract or agreement, the same project. insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 10 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 2 Pyramid Group International Inc. C. With respect to the insurance afforded to these 2. Available under the applicable limits of additional insureds, the following is added to insurance; Section III— Limits Of Insurance: whichever is less. If coverage provided to the additional insured is This endorsement shall not increase the required by a contract or agreement, the most we applicable limits of insurance. will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or CG 20 10 12 19 © Insurance Services Office, Inc., 2018 Page 2 of 2 Pyramid Group International Inc. Endorsement Number: 27 Automatic Primary and Non-Contributory Insurance Endorsement Designated Work Or Project(s) This endorsement, effective 03/18/2026, attaches to and forms a part of Policy Number FEI-ECC-28399-05. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the Coverage Part(s) indicated below: CONTRACTORS POLLUTION LIABILITY COMMERCIAL GENERAL LIABILITY SCHEDULE Name of Person or Organization: Any person(s) or organization(s) whom the Named Insured agrees, in a written contract, to provide Primary and/or Non-contributory status of this insurance. However, this status exists only for the project specified in that contract. In consideration of an additional premium of$Applied, and notwithstanding anything contained in this policy to the contrary, it is hereby agreed that this policy shall be considered primary to any similar insurance held by third parties in respect to work performed by you under any written contractual agreement with such third party. It is further agreed that any other insurance which the person(s) or organization(s) named in the schedule may have is excess and non-contributory to this insurance. ECC-548-0317 ©2018, Freberg Environmental, Inc. Page 1 of 1 Pyramid Group International Inc. Endorsement Number: 6 Automatic Waiver of Subrogation Endorsement This endorsement, effective 03/18/2026, attaches to and forms a part of Policy Number FEI-ECC-28399-05. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies coverage provided under the following coverage part(s): COMMERCIAL GENERAL LIABILITY CONTRACTORS POLLUTION LIABILITY SCHEDULE Name of Person or Organization: City of Santa Ana Any person(s) or organization(s)to whom the Named Insured agrees, in a written contract, to provide a waiver of subrogation. However, this status exists only for the project specified in that contract. The Company waives any right of recovery it may have against the person or organization shown in the above Schedule because of payments the Company makes for injury or damage arising out of the insured's work done under a contract with that person or organization. The waiver applies only to the person or organization in the above Schedule. Under no circumstances shall this endorsement act to extend the policy period, change the scope of coverage or increase the Aggregate Limits of Insurance shown in the Declarations. ECC-320-0712 ©2018, Freberg Environmental, Inc. Page 1 of 1 CITY OF SANTA ANA laoxctth. Risk Management a division of Human Resources Managing Risk through Awareness and Action AFFIDAVIT OF EXEMPTION FOR WORKERS' COMPENSATION INSURANCE I Najib Saadeh Re resentative(" p "),attest that I am an authorized (Name and Title of Vendor Representative) representative of Pyramid Group International, Inc. ("Company"), and (Consultant/Company Name) possess the authority to legally bind Company. In my capacity as Representative of Company, I represent and confirm the following, as relates to the agreement between Company and City of Santa Ana, agreement number A-2022-1 11 management support services for digital billboards and bus stop advertising ("Services"): ("Agreement")to provide Services ): (Services to be provided under agreement/contract) During the course and scope of Company's agreement with the City of Santa Ana, Company will not employ any person in any manner so as to become subject to the workers' compensation laws of California, and agree that if Company should become subject to the workers' compensation provisions of Section 3700 of the Labor Code, Company shall forthwith comply with the provisions and provide proof of workers' compensation coverage immediately. If at any time it is found that Company is not adhering to any and/or all of the statements in this document and does not maintain the minimum workers'compensation insurance coverage as required in the Agreement, it will be considered a breach of Agreement rendering the Agreement null and void and Company will be fully liable for any and all damages. Digitally signed Najib Sdeh Najib Saadeh Date: 202603.18y1037:3a07'00' 3/18/2026 Signature Date Najib Saadeh Print Name President Title 949.280.4903 nsaadeh@pyramidgroupinternational.com Contact Information,i.e.,Telephone Number and/or Email Address WARNING: FAILURE TO SECURE WORKERS' COMPENSATION COVERAGE IS UNLAWFUL, AND SHALL SUBJECT AN EMPLOYER TO CRIMINAL PENALTIES AND CIVIL FINES UP TO ONE HUNDRED THOUSANT DOLLARS($100,000). IN ADDITION TO THE COST OF COMPENSATION,DAMAGES AS PROVIDED FOR IN SECTION 3706 OF THE LABOR CODE, INTEREST,AND ATTORNEY'S FEES. Affidavit of Exemption for Workers'Compensation Insurance 11.12.2024 CITY OF SANTA ANA laoxctth. Risk Management a division of Human Resources Managing Risk through Awareness and Action AFFIDAVIT OF EXEMPTION FOR AUTOMOBILE LIABILITY INSURANCE I Najib Saadeh Re resentative(" p "),attest that I am an authorized (Name and Title of Vendor Representative) representative of Pyramid Group International, Inc. ("Company"), and (Consultant/Company Name) possess the authority to legally bind Company. In my capacity as Representative of Company, I represent and confirm the following, as relates to the agreement between Company and City of Santa Ana, agreement number A-2022-1 11 management support services for digital billboards and bus stop advertising ("Services"): ("Agreement")to provide Services ): (Services to be provided under agreement/contract) During the course and scope of Company's agreement with the City of Santa Ana, Company employees, consultants, representatives, and agents will not use and/or drive any Company owned/rented/leased/borrowed vehicles to perform Services to, for,or on behalf of City of Santa Ana. If at any time it is found that Company is not adhering to any and/or all of the statements in this document and does not maintain the minimum automobile liability insurance coverage as required in the Agreement, it will be considered a breach of Agreement rendering the Agreement null and void and Company will be fully liable for any and all damages. Digitally signed Najib Saadeh Najib Saadeh Date: 202603.18y1025:1 0700' 3/18/2026 Signature Date Najib Saadeh Print Name President Title 949.280.4903 nsaadeh@pyramidgroupinternational.com Contact Information,i.e.,Telephone Number and/or Email Address Affidavit of Exemption for Automobile Liability Insurance 11.12.2024