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Home My WebLink AboutCLANTON & ASSOCIATES, INC.INSURANCE 6. �LF WORK MAY PROCEED UNTIL INWC) ZES CITY CLERK K DATE A-2023-116 CONSULTANT AGREEMENT BETWEEN THE CITY OF SANTA ANA AND e., CLANTON & ASSOCIATES, INC. TO PREPARE A STREET LIGHTING MASTER PLAN 0 caB THIS AGREEMENT is made and entered into on this 20th day of June, 2023 by and between Clanton & Associates, Inc. ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City").. C: PWA (Ceyir �) `�) Z RECITALS A. As set forth in Request for Proposal ("RFP") No. 23-041, issued April 5, 2023, the City desires to retain a Consultant to prepare a street lighting Master Plan for the Public Works Agency. 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 all services described in the "Scope of Work" that was included in RFP No. 23-041, which is attached hereto and fully incorporated herein by this reference as Exhibit A, in addition to all services further described in "Consultant's Proposal," which is attached hereto and fully incorporated herein by this reference as Exhibit B. 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 Consultant's "Fee Proposal," which is attached hereto and fully incorporated herein by this reference as Exhibit C. The total amount to be expended under the Agreement shall not exceed $640,475.00 during the term of this Agreement, including any extension periods as set forth in Section 3 below. This sum is comprised of (1) the base amount of $582,250.00 and (2) a contingency fund in the amount of $58,225.00, which is exercisable at 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 Page 1 of 10 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. 3. TERM This Agreement shall commence on June 20, 2023 and end on June 19, 2025, with the option for the City to grant up to two (2), one-year extensions of the Agreement, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 16, below. 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in Page 2 of 10 any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 7. INSURANCE Consultant shall procure and maintain for the duration of the Agreement 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 Consultant, its agents, representatives, employees or subcontractors. a. Minimum Scope and Limit of Insurance (1) Commercial General Liability (CGL): Insurance Services Office Form CG 00 Ol covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregatelimit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. (2) Automobile Liability: ISO Form Number CA 00 O1 covering any auto (Code 1), or if Consultant has no owned autos, hired, (Code 8) and non -owned autos (Code 9), with a limit no less than $1,000,000 per accident for bodily injury and property damage. (3) Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. (4) Professional Liability (Errors and Omissions): insurance appropriate to the Consultant's profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. (5) Broader Coverage: if the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. b. Other Insurance Provisions (1) Additional Insured Status: The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, or equipment furnished in connectionwith such work or operations. General liability coverage can be Page 3 of 10 provided in the form of an endorsement to the Consultant's insurance (at least as broad as ISO Form CC 2010 1185 or if notavailable, through the addition of both CC 20 10, CC 20 26, CC 20 33, or CC 20 38; and CC 2037 if a later edition is used). (2) Primary Coverage: For any claims related to this contract, the Consultant's insurance coverage shall be primary coverage at least as broad as ISO CC 20 0104 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. (3) Notice of Cancellation: Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City. (4) Waiver of Subrogation: Consultant hereby grants to City a waiver of any right to subrogation that any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. (5) Self -Insured Retentions: Self -insured retentions must be declared to and approved by the City. The City may require theConsultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self - insured retention may be satisfied by either the named insured or City. (6) Acceptability of Insurers: Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, imless otherwise acceptable to the City. (7) Claims Made Policies: If any of the required policies provide coverage on a claims -made basis: • The Retroactive Date must be shown, and must be before the date of the contract or the beginning of contract work. • Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. • 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 Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of work. Page 4 of 10 (8) Verification of Coverage: Consultant shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage requiredby this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing allpolicy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies,including endorsements required by these specifications, at any time. (9) Subcontractors: Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from subcontractors. (10) Special Risks or Circumstances: City reserves the right to modify these requirements, including limits, based on the nature of therisk, prior experience, insurer, coverage, or other special circumstances. 8. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, 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 terns of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. Page 5 of 10 9. INTELLECTUAL PROPERTY INDEMNIFICATION 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. 10. RECORDS Consultant shall keep record ;and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 11. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, Page 6 of 10 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. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Consultants retained by City. 16. 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. Page 7 of 10 17. 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. 18. JURISDICTION - VENUE A: - This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 19. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 20. 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: City Clerk City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 Page 8 of 10 With courtesy copies to: Nabil Saba, P.E. Executive Director, Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, California 92702 Fax: (714) 647-5635 To Consultant: Dane Sanders, President Clanton & Associates, Inc. 4699 Nautilus Ct., Suite 102 Boulder, CO 80301 Email: dane@canton&associates.com 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. 21. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. [signature page to follow] Page 9 of 10 SIGNATURE PAGE FOR CONSULTANT AGREEMENT BETWEEN THE CITY OF SANTA ANA AND CLANTON & ASSOCIATES, INC. TO PREPARE A STREET LIGHTING MASTER PLAN IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: ,joifathan T. Martinez Assistant City Attorney RECOMMENDED FOR APPROVAL: % iNabil Saba, P.E. v Executive Director Public Works Agency CITY OF SANTA ANA Kristine Ridge City Manager �11W'&111Y F.WW Dane Sanders President Page 10 of 10 EXHIBIT A SCOPE OF SERVICES Appendix ATTACHMENT SCOPE OF WORK CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR STREET LIGHTING MASTER PLAN RFP NO.23-041 INTRODUCTION The City of Santa Ana is one of the largest and most densely populated cities in Orange County. Santa Ana has a population of nearly 335,000 and serves as the county seat. With many large industries and firms, Santa Ana is also a family -friendly city, with rich culture on display in the city's museums and many tourist attractions. The City of Santa Ana is centrally located in the heart or Orange County and is bounded by Interstate-5 to the north, Interstate-405 to the south and State Route-55 to the east. The City has over 450 miles of roadway including 15 major arterials. The proposed Street Lighting Master Plan will guide the City forward on Street Lighting implementation and ultimately benefit the residents of Santa Ana and travelers to the region with improvements for all modes including motorists, bicyclists, pedestrians, transit, and emergency vehicles. PROJECT DESCRIPTION AND BACKGROUND The City of Santa Ana (City) seeks to retain a qualified professional engineering firm that has both System Engineering and Street Lighting expertise to develop the City's Street Lighting Master Plan. The primary purpose of the project is to create a Street Lighting Master Plan that can be utilized to fully maximize the existing system and provide guidance for future planning and project implementation. The City of Santa Ana Public Works Agency- Traffic Engineering Division oversees and maintains the daily operations of the Street Lighting System. The Street Lighting System is comprised of approximately 15,500 streetlights within its public right-of-way, of which roughly 12,000 are City owned and maintained, and 3,500 are Southern California Edison (SCE) owned and maintained. Up until 2017, the City only owned 3,500 streetlights primarily located in the Downtown and Civic Center areas. The City grew its ownership of lights with the purchase of 7,800 lights from SCE. Subsequently, the lights were converted to LED and mapped in a GIS format. In 2022, SCE completed a citywide retrofit to LED of all their owned streetlights. Currently all streetlights in Santa Ana are LED. With the rapid growth and enhancements of the Street Lighting System in the last 5 years, the lighting system is in need of a thorough assessment to include but not limited to a current accurate inventory of City and SCE owned streetlights, alley lights, and traffic signal safety City of Santa Ana RFP 23-041 Page Al-1 lights, identify areas in need of additional lighting and/or upgrade of existing lighting and development of future goals of the system. SCOPE OF SERVICES The development of the City's Street Lighting Master Plan will require a comprehensive assessment of the City's current street lighting system and operations. The report will discuss operational goals and opportunities to improve public safety and mobility, and maximize efficiency of the system and City operations through the use of Street Lighting. The following is a general description of the anticipated project components and tasks. These components are somewhat flexible and the consultant is encouraged to provide recommendations with respect to scope and order of completion. A detailed work plan, including a breakdown of specific tasks and phasing is required as part of the consultant's proposal. The consultant shall conduct lighting studies, evaluation, and investigations to deliver a Citywide Street Lighting Master Plan which includes an assessment of the streetlight system. Services requested include but not limited to the following: TASK 1 - EXISTING INFRASTRUCTURE / LIGHTING INVENTORY AND MAPPING Review and update the City's current system inventory with a summary and updated inventory of the existing elements of the City's lighting network, including alleyway lights and traffic signal safety lights based on review of GIS data and field surveys. This work shall include, but not be limited to: - Using the City's existing GIS inventory, verify and update the existing location of street light poles for the entire system including Pole Type, Mast Arm, Height, Wiring Overhead or Underground Feed, Ownership, Billing Rate. - Identify existing lighting levels and inventory luminaire manufacture, wattage, lumens, type, material of the various system elements. - Identify existing service pedestals and SCE Service Point. - Identify existing street light conduit and wiring. - Incorporate or update the existing GIS system with data collected Executive Summary, including system maps, neighborhood maps and a citywide map of all streetlight locations, and circuits. The plan shall have symbol legends to identify the different type of lights and poles, and their ownership, and what type of circuit supplies power to those lights. Digital maps (*.shp format) of the City showing all the streetlights must be provided to the City. TASK 2 - SYSTEM ASSESSMENT AND DEFICIENCIES Provide the City with a clear understanding and assessment of the condition of the existing system elements as described above, and identify specific deficiencies including but not limited to the following: City of Santa Ana RFP 23-041 Page Al-2 Assess the lighting levels or needs in relation to street classifications, land use, pedestrian's activity centers (schools, crosswalks, etc), bikeway, high nighttime collision areas and transit. Consultant to prepare different photometric contour calculations for the different street widths and classifications, to include residential, commercial, and industrial, and shall standardize these contour maps and spacing, and create basic standards for lighting. Evaluate existing lighting system for compliance with the requirements of International Engineering Standard (IES), RP-8, for level of lighting and uniformity. Consultant to conduct a lighting analysis and prepare photometric contour plans on the city's major thoroughfares with ADT volumes in excess of 10,000 vpd. Assess the Safety and reliability of the system and make recommendations for equipment replacement. Identify Areas of inadequate lighting. Review and evaluate conflicts between streetlights and large trees and ways to mitigate this dilemma. - Assess condition of existing conduits and wiring and provide a cost to replace. - Discuss current Vandalism issues including wire theft and pole knockdowns and provide solutions to prevent future vandalism or recover repair cost. - Review and provide recommendations of current Street Lighting Standards and Contract Special Provisions. - Develop a formal Needs Assessment document. TASK 3 — MAINTENANCE & OPERATIONS ASSESSMENT AND DEFICIENCIES Provide the City with a clear understanding and assessment of maintaining and operating the existing street lighting system at optimal levels from recommendation described above, and identify specific deficiencies including but not limited to the following: - Assess current staffing levels, cost to operate and maintain the existing system and recommendations. - Provide a thorough maintenance and operation analysis. - Asses existing Facilities, Equipment, and Maintenance Vehicles. - Quantify and describe types of service requests receive by City. - Develop standard operation procedures; Routine Maintenance, Preventative Maintenance, Emergency Maintenance, Dig Alert Program - Develop Safety training plan. - Identify funding needs for maintenance and operations. - Identify cost savings opportunities. - Develop a formal Assessment document. City of Santa Ana RFP 23-041 Page Al-3 TASK 4 — SMART CITY ASSESMENT Provide recommendations regarding the ability to incorporate Smart City components and strategies that leverage existing City infrastructure investments, would yield cost/energy efficiencies, or may serve as a platform for future technologies. - The City is currently deploying a Sensus F1exNet system as part of an Advanced Water Meter project. - The City currently owns and operates an extensive Traffic Signal fiber network with Intelligent Transportation System. - The City anticipates a vast expansion of fiber-optic cable installation throughout the City. - The City currently permits Small Cellular network devices to be mounted on street lights. - Develop a formal Assessment document. TASK 5 — COST OF SERVICE EVALUATION Review funding streams including current revenue sources, past and projected expenditures. - Research and provide guidance for Funding Streams or grant opportunities. Identify funding opportunities including grants, development projects, City project, Assessment Districts. - Research and provide findings of benefits or disadvantage of purchasing the SCE owned LS I lighting. - Assess Energy costs and provide recommendation for savings. - Provide recommendations for fully funding street light program needs and program recommendations for next 5-10 years. - Develop a formal evaluation document. TASK 6 — PROGRAM RECOMMENDATIONS Provide the City with specific long-term and short-term recommendations for upgrades to the lighting system. Consultant to study the potential cost savings associated with recommended enhancement. - Categorize recommendations as either a) long-term, or b) short-term upgrades/repairs - Develop a map with recommended "zones" which outline areas to be upgraded in the short-term and long-term. - Identify the above zones by priority of upgrade or repair. - Recommend hardware to be used for upgrades considering compatibility with existing City hardware, or compatibility based on future improvements, considering effectiveness and efficiency. - Provide an order of magnitude cost for each zone. City of Santa Ana RFP 23-041 Page A1-4 Develop a prioritization scheme and recommendation on all street lighting infrastructure needs. i. Identify priority such as new streetlight versus streetlight enhancements. ii. Use of City standard streetlight versus decorative street lights. iii. Develop a priority for replacement of existing streetlights iv. Develop a priority for installing new streetlights. v. Develop Street Lighting Warrant. vi. Standardized process for streetlight request for installation, upgrades and/or removals. i olicies for cost effective streetlight types and alignment to other masterplans such as Citywide Safe Routes to School, Vision Zero, Traffic Signal Master Plan, Mobility Element, Fiber Master Plan, etc. Develop a formal evaluation document. TASK 7 - STAKEHOLDER AND COMMUNITY OUTREACH - Identify, describe and implement a comprehensive strategy and methodology for resident involvement in the Street Lighting Plan development process. - Provide methods to hear from as many people as possible. - Provide residents, user groups, appointed and elected officials and other stakeholders an opportunity to participate in the development of the Street Lighting Master Plan. - Attend and present at a minimum of two neighborhood meetings to present the goals of the Master Plan and conduct survey. - Attend and present at a minimum of two meetings with the Environmental and Transportation Advisory Committee to provide progress reports and final draft Street Lighting Master Plan. - Attend and present at a minimum two meetings with the City Council to provide briefings and present the final Street Lighting Master Plan for adoption. - Provide written records and summaries of the results of all public process and communication strategies. DELIVERABLES SUMMARY The consultant shall produce deliverables related to the scope of work provided herein. They shall be provided in both hard copy and electronic format. Deliverables shall include, but are not limited, to the following: - Inventory, in various formats, of existing Street Lights. - Needs Assessment Report - Maintenance and Operations Analysis - Smart Cities Assessment - Cost of Service Evaluation - Program Recommendation City of Santa Ana RFP 23-041 Page Al-5 Public Outreach materials, written records and summaries of the results of all public process and communication strategies. Charts, Graphs, Maps, GIS updates Draft Master Plan Final Master Plan Items to be provided by the CITY A Project Manager (PM) responsible for the coordination of department involvement with the consultant. The PM will review and approve all prepared written and presentation information for the public and coordinate the arrangement, notice and costs associated with the public meetings. Access to the GIS inventory Copies of all existing studies, plans, programs, energy billing, and other data along with access to all applicable records. Assistance with community and stakeholder meetings. City of Santa Ana RFP 23-041 Page Al-6 EXHIBIT B CONSULTANT'S PROPOSAL .- j � .1pow CLAN Tl: • ! CIATES 39 LIGH'17NG DESIGN AND ENGINEERING Street Lighting Master Plan City of Santa Ana RFP NO.: 23-041 Statement of Interest CLANTQ JCIATES W LIGHTING DESIGN AND ENGINEERING To: Cesar Rodriguez City of Santa Ana Public Works Agency; M-43 20 Civic Center Plaza; Ross Annex Santa Ana, CA 92701 4699 Nautilus Ct S STE 102 Boulder, CO 80301 (303) 530-7229 DATE: 04/29/2023 PROJECT: Street Lighting Master Plan RFP NO.: 23-041 As leaders in lighting design and electrical engineering, our mission is centered on innovation to reduce climate change and increase safety and equity by creating lighting and energy standards for designing beautiful, safe, and healthy environments. This Street Lighting Master Plan for the City of Santa Ana is an opportunity that is perfectly aligned with our mission, leadership skills, and inclusive approach to evaluating street lighting and providing expert analysis and plans. Having developed Lighting Master Plans and evaluations for cities across California and the country, the Clanton & Associates team has the local knowledge and specific background that will lead to an efficient and effective Street Lighting Master Plan. Clanton & Associates is not affiliated with any lighting manufacturer and our recommendations are solely based on the best interests of the city. In our forty years of leadership in lighting, Clanton & Associates has worked with municipalities and organizations across the country to evaluate streetlighting and provide master planning services to address the unique needs of each city. This includes projects for the City & County of Denver, Salt Lake City, City of San Jose, and City of San Diego, as well as campuses, military installations, and parks across the globe. Our team will include local community engagement consultants Latino Health Access, California based GIS Consulting firm Evari, and experts in smart city development. We will collaborate with the city to bring an electrical contractor and municipal advisor onto our team. Additionally, we believe that it is imperative to understand and listen to the community. We are dedicated to keeping up on the latest research related to nighttime visibility and safety, human health, and environmental health. We engage in developing the standards for responsible lighting, both locally and nationally. Clanton & Associates will ensure that this Street Lighting Master Plan meets the expectations of the City, the citizens, and all other stakeholders. Clanton & Associates agrees to all provisions contained in the Agreement attached as Attachment 2 in the Appendix of the Request for Proposals for RFP NO. 23-041. Dane Sanders will be the primary contact and signing Principal for this proposal. Dane Sanders, President Clanton & Associates, Inc. dane@clantonassociates.com (303) 530-7229 CIATES ME LIGHTING DESIGN AND ENGINEERING Clanton & Associates Team Experience Clanton and Associates, Inc. is an award -winning design firm based in Boulder, CO. The firm has been committed to environmentally sensitive design since 1981. Clanton & Associates employs 24 people including four registered engineers, and five senior designers. Three design staff members are LEED Accredited Professionals. Since being founded, Clanton & Associates has participated in over 3,000 design projects of all types and sizes. The firm's diverse portfolio of work includes: interior and exterior lighting design projects and the development of local and national lighting standards. The firm has developed outdoor lighting codes, standards, and guidelines for national organizations, state agencies, municipalities, local developments and campuses, with an emphasis on controlling and reducing light trespass, light pollution and glare in nighttime environments. Our process is a collaboration with the client and team to develop standards that best fit the client's goals. We engage in field studies and surveys to gather opinions from multiple perspectives and use these results guide the standards. Firm members participate in the research and development of new lighting standards and apply the most current visibility criteria to each project. Selected Project Experience: • City of San Jose Public Streetlight Design Guide • San Diego Street Lighting Design Criteria • University of California, Berkeley Lighting Master Plan • Pepperdine University Lighting Master Plan • Beverly Hills Street Lighting • California Title 24 Lighting • Salt Lake City Street Lighting Master Plan • City of South Salt Lake Lighting Master Plan • City & County of Denver Street Lighting Design Guide • Colorado Dept. of Transportation Lighting Design Guide • City of Anchorage Street Lighting Design Guide • NEEA Seattle LED Adaptive Lighting Study Evari Firm Information `; EVAR I GIS Consulfinq Evari GIS Consulting, Inc. was founded in 2009 and incorporated in 2012, with the mission of "bringing value to clients through the high -quality implementation of Geographic Information Systems (GIS) and associated technologies." Evari has supported dozens of asset management projects, in addition to several planning, transportation, and stormwater infrastructure and engineering projects. Evari has successfully provided data collection and management services on approximately 3 million streetlighting assets since their founding. Evari possesses vast experience working on projects with similar scopes of work and has a proven track record of adapting custom solutions for each project's unique circumstances and goals. Evari prides itself on bringing a GIS industry -wide perspective to tailor custom solutions for large municipal infrastructure data management efforts. IronStride Firm Information S IT� RON oDE IronStride Solutions is an engineering firm specialized in implementing technology in the municipal and transportation environment. Their team brings experience with design, construction management, utility coordination, communication systems, and large-scale data collection. They are passionate about projects that promote safety, connect communities, improve efficiencies, and optimize public funds. Fiber optic and wireless networks, power coordination, and the systems engineering process for technology are elements of nearly all their projects. Their key staff have experience working on fiber optic networks in both the public and private sector; and are ready to serve the City of Santa Ana. Latino Health Access Firm Information Latino Health Access (LHA) has thirty years of experience in community engagement, building the capacity of residents to provide input, grow in their leadership skills, and participate in decision -making structures. LHA has expanded and built structures and mechanisms to support sustainable community engagement in underserved, low-income communities. Since 2012, LHA has engaged working-class residents of color to improve active transportation infrastructure and pedestrian and bicycle safety in disinvested neighborhoods in Orange County. LHA has successfully managed SCAG grants within the last six years and has have a record of fulfilling deliverables within budget. Understanding of Need Please see Scope of Services & Schedule for a detailed project approach, task breakdown, deliverables, and concerns. 1i Vi YYe i i kto I i r.- -y "y Project Team Dane Sanders, PE, LEED AP I President I dane@clantonassociates.com Principal -in -Charge, Project Manager Dane joined Clanton & Associates, Inc. in 2002. With strong design and technical skills in lighting, daylighting and controls, Dane approaches challenging projects with inspired and innovative designs. Project Experience: Salt Lake City Lighting Master Plan City of South Salt Lake Lighting Master Plan City & County of Denver Street Lighting Desigti Guide Percentage of Time on Project: 15% Annie Kuczkowski, PE I Associate I annie@clantonassociates.com Annie is a project manager with experience in developing lighting and small cell guidelines, development of energy codes, designing public service lighting, along with lighting for streetscapes, transportation facilities, tunnels, and office buildings. She is adept at working with city officials, stakeholders and manufacturers in a collaborative way to analyze and balance needs of each party, often with conflicting desires. Project Experience: • City and County of Denver Small Cell Infrastructure Design Guide, Denver, CO • City and County of Denver Street Lighting Design Guidelines, Denver, CO • California Energy Commission, Title 24-2022, CA Percentage of Time on Project: 5% Rick Utting I Outdoor Lighting) rick@clantonassociates.com Rick Utting provides guidance on issues related to Outdoor Lighting for Clanton & Associates. Focused on pedestrian vision and the environmental sustainability of outdoor lighting, Rick serves the Illuminating Engineering Society (IES) as Vice Chair of the Outdoor Nighttime Environment Committee. Project Experience: Los Alamos County Lighting Ordinance, Los Alamos, NM Pitkin County Outdoor Lighting Code, Pitkin County, CO Aspen Outdoor Lighting Ordinance, Aspen, CO Percentage of Time on Project. 10% Greg Flageolle, AASME I Senior Designer II 1 greg@clantonassociates.com Greg joined the Clanton & Associates in 2012 as the primary Electrical Designer. Greg's electrical design experience ranges from power distribution in 50,000 square foot manufacturing facilities to ITS/Tolling Systems. Project Experience: • National Western Center Campus Placemaking Study, Denver, CO • Bozeman LED Standards, Bozeman, MT • Chautauqua Lighting Plan and Design Guidelines, Boulder, CO Percentage of Time on Project. 10% Kaitlyn Phelan, El I Engineer II 1 kaitlyn@cl�ntonassociates.com Kaitlyn joined Clanton and Associates in 2018 after graduating from the University of Colorado at Boulder with an Architectural Engineering degree and an Environmental Design minor. She offers support throughout the project by developing lighting plans, renderings, and selecting luminaires per the unique requirements of each stakeholder. Project Experience: • Salt Lake City Lighting Master Plan • City and County of Denver Lighting Design Guidelines • Colorado Department of Transportation Lighting Design Guidelines Percentage of Time on Project: 30% Rosario "Charis" Galeas j Latino Health Access I Program Coordinator Charis believes that to have a healthier community we must have equity. To achieve mobility / transportation equity, a multi -prong approach is needed which includes improving infrastructure that facilitates active transportation, education that promotes multi -modal safety, and policies that ensure those who are most dependent on active transportation and live in disinvested communities are the people who benefits from complete and safe streets without the threat of being displaced. Percentage of Time on Project: 8% Lou Davenport, PE, PTOE I IronStride I Principal ITS Engineer Lou Davenport is the Principal Engineer at IronStride Solutions and brings 20 years of project management and technical ITS experience including planning, design, testing/integration, construction oversight, fiber/asset management, traffic signal design/operations, TMC operations, and performance measures. Lou's attention to detail, depth of technical knowledge, and understanding of technology deployment allow him to competently serve his clients on complex projects. Percentage of Time on Project: 8% Nick Mesler, PE I Evari j Project Manager Nick Mesler is Evari's Director of Operations. He holds seven years of experience supporting traffic engineering, transportation planning and GIS projects with a variety of public and private clients in the Oregon region. At his role with Evari, Nick implements his experience in project management and safety planning to assist Evari in implementing smart and sustainable GIS solutions. He holds his Professional Engineer license in Civil Engineering. Project Experience: City of Boston, MA— Streetlight Audit City of Covina, CA — Site Illumination Analysis City of Oswego, NY — Streetlight Audit Percentage of Time on Project: 25% Carl Sorenson I Evari I WebGIS Developer Carl is Evari GIS Consulting, Inc's Senior GIS Administrator. He is responsible for developing and implementing Evari's GIS and cloud computing systems. With deep technical skills and a high attention to detail, Carl ensures that every system Evari deploys meets or exceeds clients' expectations. Project Experience: LED Streetlight Upgrade Program, Pacific Gas & Electric (PG&E) City of Newark, CA Streetlight Audit Oregon DOT Streetlight Audit and Installation Support Percentage of Time on Project: 25% Dan Hamalainen, MS j Evari I GIS Analyst, Audit Manager Dan is a Jr. GIS Analyst at Evari Consulting. He has two years of professional experience managing and analyzing spatial data and generating leverageable insights for metropolitan planning organizations, non -profits, and private businesses alike. Project Experience: • City of Hollywood, FL Streetlight Audit • City of Philadelphia LED Streetlighting Conversion Project • Cities of Madras and Redmond, OR Streetlight Audit Percentage of Time on Project: 50% CIATES Berkeley, CA UC Berkeley Campus Lighting Master Plan The UC Berkeley Campus is rich with history and character with a variety of architectural styles and magnificent natural areas. With increased late night and 24-hour building use, improving safety for students and faculty at night while also improving the overall nighttime beauty and visual experience, were the primary goals of this Campus Lighting Master Planning Study. Clanton & Associates engaged and collaborated with multiple stakeholders and interest groups, including Campus Planning, Architect and Landscape Architect, Facilities Managers, Campus Police, and Student Groups to identify priorities and phasing of pedestrian and aesthetic lighting improvements. Based on Feedback received from this focus group, Clanton & Associates developed a comprehensive campus lighting master plan that outlines lighting improvement strategies, criteria, campus -wide lighting calculations, priorities, phasing, cost analysis, energy, maintenance, and sustainable lighting practices. This Campus Lighting Master Planning Study will guide the near -term and long-term outdoor campus lighting improvements. LIGHTING DESIGN AND ENGINEERING Completed: 2018 Client: Todd Henry, Principal Planner, University of California, Berkeley Contact: (510) 495-5786 1 tthenry@berkeley.edu Clanton & Associates developed renderings to depict proposed Fagade lighting improvements on existing buildings and PM: Dane Sanders, PE landmarks throughout campus. High Dynamic Range Imaging (HDRI) techniques were used, along with traditional lighting metrics to evaluate existing lighting conditions. CIATES Salt Lake City, UT Salt Lake City Lighting Master Plan Street and pedestrian lighting plays a key role in how people experience cities at night. Lighting creates a sense of place and identity for neighborhoods and districts throughout the city. Salt Lake City has a rich history of decorative street lighting that enhances the character of the city. Yet, street and pedestrian lighting can also adversely affect residents and wildlife habitat with glare and light trespass. Clanton & Associates developed the Street Lighting Master Plan for Salt Lake City in collaboration with GSBS Architects that enhances the human experience while protecting human and environmental health. Working closely with Salt Lake City Public Utilities, we engaged citizens, city departments and stakeholders to determine the Guideposts for this master plan to balance the priorities of the community as we developed our street and pedestrian lighting strategies. Guideposts: Safety I Character I Responsibility I Equity This Street Lighting Master Plan provides actionable guidance that addresses each of these Guideposts with lighting strategies that are appropriate for the street typology and adjacent land use in each area of the city. These lighting strategies include appropriate light levels, spectrum/color of light, glare control, reducing light trespass and light pollution, adaptive dimming controls, historic or contemporary character, and prioritizing funding for underserved communities. 1W LIGHTING DESIGN AND ENGINEERING Tn 1 MNINA NFIrJ j Completed:2020 Client: David Pearson, Street Lighting Program Manager, Salt Lake City Contact: 801-483-6738 1 david.pearson@slcgov.com PM: Dane Sanders, PE CIATES South Salt Lake City, UT South Salt Lake Lighting Master Plan The City of South Salt Lake is experiencing change and growth with new development and improvements in public roads, transit, and public spaces. Recent master plans in the Downtown, Streetcar, Creative Industry Zone, Riverfront, and Granite High areas set the framework for urban redevelopment that will attract new business opportunities and establish South Salt Lake as a destination. Street lighting and outdoor public spaces, have a considerable influence on the public perception of the City, both day and night. When designed with purpose and clear intent, lighting enhances the aesthetic character of the City as well as improves visibility, visual comfort, wayfinding, public safety and security. The Lighting Master Plan will provide guidance for South Salt Lake as they upgrade the existing lighting infrastructure to LED, and will help the City provide appropriate and sufficient light on streets, sidewalks, and bike paths while avoiding the obtrusive effects of over lighting. This Master Plan identifies various lighting character districts throughout the city and provides recommendations on luminaire aesthetic and light levels based on location in the city, adjacent land use, and vehicle and pedestrian volumes. These character districts will reinforce the diverse nature of South Salt Lake, as well as prepare the City for future development. The Lighting Mater Plan will guide designers and engineers through the lighting design process while giving the City the means to ensure that the future vision of lighting in the City of South Salt Lake is met. Completed: 2019 Client: Jon Reynolds, Engineering Supervisor, City of South Salt Lake Contact: jeynolds@rownext.com 1 720-865-313 PM: Dane Sanders, PE r,„Y141 111a1 r. References Salt Lake City Lighting Master Plan, Salt Lake City, UT Name: David Pearson, Street Lighting Program Manager Contact: david.pearson@slcgov.com 1 801-483-6738 City & County of Denver Lighting Master Plan, City & County of Denver, CO Name: Jon Reynolds, Engineering Supervisor Contact: jeynolds@rownext.com 1 720-865-3139 City of South Salt Lake Lighting Master Plan, City of South Salt Lake, UT Name: Dennis Pay, City Engineer Contact: dpay@southsaltlakecity.com 1 801-483-6038 Scope of Services & Schedule INTRODUCTION Street lighting provides an important function for safety, comfort and improved visual experience of the city at night for pedestrians, cyclist and drivers. When well -designed, street lighting enhances the streetscapes with design character, visual comfort, appropriate light levels and warm and inviting color. Yet, many street lighting installations result in obtrusive light with harsh glare, light trespass, and excessive light levels. Many cities also have areas that are underserved with lighting and have poor visibility and high accident rates. This Street Lighting Master Plan for the City of Santa Ana is an opportunity to assess and plan for street lighting to create the best balance of Safety, Character, Equity and Responsibility that is considerate of the community needs and appropriate for th,ning and land use. Engaging residents, stakeholders and city staff is critical to the ultimate success and acceptance of the street lighting by the general public. This Plan will help the city prioritize locations of critical safety concerns, identify opportunities to reduce excessive and obtrusive street lighting, and understand issues of equity and underserved communities. Clanton & Associates has assembled a diverse team of experts that will meet all of the expectations of this Street Lighting Master Plan. This team includes: • Clanton & Associates Lighting Design & Electrical Engineering, Project Lead • EvariGIS Street Lighting Inventory, GIS Analysis • Latino Health Access Public Engagement Support • IronStride Fiber Optics, ITS Electrical Contractor • Municipal Advisor (TBD) Financing Analysis removed per request by the City. We have not yet selected a Municipal Advisor because we would like to involve the City in the process of selecting these consultants. Our process begins with discovery and analysis of the existing streetlighting conditions. After completing nighttime measurements and photos of select sites and observing nighttime streetlighting conditions, we will engage with city staff, residents and stakeholders to develop the vision, goals, and issues that are unique to the City of Santa Ana. Then develop and compare strategies with analysis of costs, operations and maintenance, smart city integration and financing options. The project vision and goals guide the rest the Street Lighting Master Plan, creating solutions to the issues identified. Combining our technical expertise, leadership in creating national lighting standards, and our passion for creating beautiful and responsible urban nighttime environments, the Clanton & Associates team will deliver a Street Lighting Master Plan that provides strategies that are based on the most current research and technology, while addressing the specific needs of the community. Our firm is a leader in developing streetlighting and outdoor lighting standards with the Illuminating Engineering Society, International Dark -Sky Association, multiple cities, and universities across the nation. For over 40 years we have contributed to visibility research to understand the dynamic nature of nighttime vision as well as the impacts and issues that light at night creates for human and environmental health. We apply the latest research to develop street and pedestrian lighting standards and solutions that balance human visual perception with human and environmental health concerns. Existing Infrastructure / Lighting Inventory and Mapping. Months 1-4. (Evari) Evari will conduct the streetlighting inventory with input from Clanton & Associates on the data points being collected (see table below for preliminary data points). The focus of this sub -task will be to "set the stage' for future audit success by setting up the systems, workflows, and supporting technologies necessary to ensure a successful inventory effort. 1.1 WebGIS system setup and audit mobilization. Evari will develop a streetlight dashboard at the direction of the client. This dashboard will reflect current inventory progress, as well as a detailed series of widgets designed to allow the user to sort and select by fixture type, model, condition, or any other attribute deemed important by the client. The dashboard will feature each fixture in the database and will include all relevant photos as well as a link to Google Streetview in the pop-up. Additional existing datasets maintained by the City may be added to the dashboard at the City's direction. Evari will make up to once -weekly updates to the dashboard for the life of the project, 1.2 Streetlight data collecfi`dh fieldwork (up to 16,000 fixtures).1.2 Also include the development of a pole 1.3 Data finalization and handoff numbering system. 1.4 As -Built Reconciliation for Service Pedestals. 1.5 Deliverable: Executive Summary Development. 2. System Assessment and Deficiencies. Months 2-6. (Evari with Clanton support). This evaluation will be a combination of GIS Streetlight Spacing Analysis and Field Measurements. 2.1 Needs Assessment Mapping. (Evari) This evaluation will be a combination of GIS Photometric Analysis and Field Measurements to assess where existing lighting is deficient and where it is excessive when compared to the expectation and criteria for each land use type. This will also be overlayed with areas of higher nighttime use and safety concerns, such as schools, cross- walks, bike lanes, and bus and transit stops, which will help prioritize areas of most need. 2.2 EvariLUX Webscene Development. (Evari) Draft and Final EvariLUX Webscenes and technical documentation. 2.3 Evaluate Existing Lighting on Major Thoroughfares w/IES RP-8-22. (Clanton) In-depth lighting calculations for all Major Thoroughfares in the City of Santa Ana will be performed to compare with IES RP-8-22. This will include assessment of the streets, sidewalks, intersections, cross- walks and light trespass. Typical sections, geometries and lighting parameters will be identified for this analysis. 2.4 Assess Safety & Reliability of System. (Clanton with Evari support) The GIS survey will include visible issues related to safety and reliability, such as pole damage, rust, missing hand -hole covers, etc.). Based on the GIS docu- mented safety issues, Clanton & Associates will develoEvaluate Conflicts with Large Trees. (Evari) GIS methodologies will be used to determine street light conflicts with existing large trees. Assess Condition of Existing Conduit & Wiring and Cost to Replace. (Clanton ) To properly assess existing wiring requires invasive field studies by a licensed electrician to test circuits and document wiring condition, connections and grounding. Testing conduits is even more invasive to identify below -grade damage by pulling a conduit mandrel to prove out the conduit integrity. Rather than performing this invasive work. The Clanton Team proposes to interview maintenance staff to understand trouble areas and de- velop a methodology with a range of scenarios with associated costs. (Evari) This methodology includes a system for city maintenance staff to log field maintenance issues in GIS to gather the data necessary for future detailed assessment. 2.5 Assess Vandalism, Wire Theft and Knockdowns. (Clanton) This section will evaluate strategies to identify, reduce and deter the frequency of wire theft and knockdowns, and anti -graffiti finishes to make cleaning easier. (Evari) These issues will also be included in a GIS tracking system for city maintenance staff to log field issues to gather the data necessary for future detailed assessment. 2.7 Assess Vandalism, Wire Theft and Knockdowns. (Clanton) This section will evaluate strategies to identify, reduce and deter the frequency of wire theft and knockdowns, and anti -graffiti finishes to make cleaning easier. (Evari) These issues will also be included in a GIS tracking system for city maintenance staff to log field issues to gather the data necessary for future detailed assessment. 2.8 Review Current Street Lighting Standards & Special Provisions. (Clanton) The current lighting and electrical standard details and special provisions will be reviewed and revised with consideration for maintenance, costs and reliability. This will include all components from the luminaire, LEDs, drivers, optics, light standard, mast arm, foundations, pull boxes, wiring connectors, wiring type, conduit, trenching, boring, lighting control centers, metering, and power source connections. 2.9 Deliverable: Needs Assessment Report. The Clanton Team_will prepare a Needs Assessment Report that includes GIS mapping, photometric analy,sis, identification of critical safety needs and all issues listed above. • Up to (4) submittals: 20% Outline, 50% Draft, 90% Draft and 100% Final. 3. Maintenance & Operations Assessment and Deficiencies. Months 12-18. (Clanton) The Clanton Team has set aside budget to include a local electrical contractor who is familiar with the street lighting in Santa Ana. In collaboration with city staff, we will interview up to three (3) electrical contractors to provide this Maintenance & Operations Assessment. To keep this as efficient as possible to stay within the City's budgetary expectation of this Master Plan, the Clanton Team has limited this scope, and recommends that the complete scope requested be done as a separate scope from this Street Lighting Master Plan. 3.1 Assess Staffing Levels and Cost for Existing System O&M. (Clanton) Clanton & Associates will interview City of Santa Ana staff and staff from other cities of similar size who own & maintain their own street lighting system to assess Staffing Levels & Cost for Existing System O&M. 3.2 Assess Existing Facilities, Equipment & Maintenance Vehicles. (Clanton) Clanton & Associates will interview City of Santa Ana staff and staff from other cities of similar size who own & maintain their own street lighting system to assess Existing Facilities, Equipment & Maintenance Vehicles. The City will provide a current inventory of equipment and maintenance vehicles. This effort excludes assessment of vehicle mechanical issues and facility building maintenance issues. 3.3 Quantify & Describe Types of Service Requests. (Clanton) Clanton & Associates will develop a list of typical street lighting service requests based on their field experience and interviews with city maintenance staff. This list of service types will be integrated into the GIS inventory platform (Evari) for city maintenance staff to be able to log field and track requests. 3.4 Develop SOPs, Routine/Preventative/Emergency Maintenance, Dig Alert Program. (Excluded) The Clanton Team recommends that this scope be excluded from the Street Lighting Master Plan, to be developed as a separate project. This will allow the focus of this master plan to stay within budgetary expectations. 3.5 Safety Training Program (Excluded) The Clanton Team recommends that this scope be excluded from the Street Lighting Master Plan, to be developed as a separate project. This will allow the focus of this master plan to stay within budgetary expectations. 3.6 I dentify O&M Funding Needs (Clanton) Utilizing the assessment of existing Staffing, O&M, Facilities and Maintenance Vehicles, the electrical contractor will develop an O&M Funding Needs Report. 3.7 Identify Cost Savings Opportunities. (Clanton ) Our team of electrical professional engineers will develop a cost/benefit analysis of the street lighting and electrical components that will enable the City to make fiscally responsible decisions for long-term investment in street lighting. This process will include establishing a baseline of existing costs of street lighting energy and maintenance for a comparison of different lighting and electrical infrastructure options. We will develop multiple options for street lighting, electrical infrastructure, lighting controls and maintenance agreements to compare those options and evaluate the potential for pay -back of the system through energy and maintenance cost savings. 3.8 Deliverable: Final O&M Assessment Document. The Clanton Team will prepare an O&M Assessment Report that includes Staffing, O&M Workload, Equipment, Maintenance Vehicles and Funding Needs. • Up to (4) submittals: 20% Outline, 50% Draft, 90% Draft and 100% Final. Smart City Assessment. Months 2-12. (Clanton w/ IronStride support) Streetlighting has become an important component of Smart City infrastructure. There are many technologies that can be in into the streetlights, including 5G small cell, security cameras, environmental sensors; `digital signage, speakers, and EV charging stations. Coordinating with the city and utility to evaluate plans for distributed renewable energy and microgrid technology will ensure that streetlighting projects incorporate infrastructure needs for other planned systems. Clanton & Associates has developed master plans and guidelines for implementing Smart City technology that is integrated with streetlighting, including the City & County of Denver Small Cell Design Guide, Fitzsimons Innovation Park, and Peak Innovation Park. 4.1 Smart City Integration with Street Lighting. (IronStride) Assess Integration with City's Advanced Water Meter System 4.2 Assess Integration with Traffic Signal/ITS Fiber Network. (IronStride) 4.4 Deliverables: Final Smart City Assessment Document • Final Smart City Assessment Report: 50% Draft, 90% Draft, 100% Final. 5. Cost of Service Evaluation. Months 9-18. (Clanton with Municipal Advisor support) Clanton & Associates will provide engineering project cost analysis that will enable the City of Albany to make fiscally responsible decisions for long-term investment in street lighting. This process will include establishing a baseline of existing costs of street lighting energy and maintenance for a comparison of different options. We will develop multiple options for street lighting, electrical infrastructure, lighting controls and maintenance agreements to compare those options and evaluate the potential for pay -back of the system through energy and maintenance cost savings. The Clanton Team has set aside budget to include a licensed Municipal Advisor who is familiar with city funding strategies for street lighting improvements. In collaboration with city staff, we will interview up to three (3) Municipal Advisors to provide this Funding Opportunities Assessment. 5.1 Research & Identify Funding Opportunities (Municipal Advisor) A comparison of funding options will include Grants, PPPs, District, Tax Exempt Lease/Purchase, and Lighting/Smart City/Fiber as a Service models. 5.2 Develop Cost-Benefit/Pros-Cons for Acquisition & Separation of Service for SCE owned street lighting. (Clanton) Clanton & Associates worked with the City of Golden, CO to design and oversee their separation of service to purchase their streetlights from Xcel Energy. From this experience, we have developed the details and processes for the streetlighting separation of service. Our team will bring this experience and lessons learned to this cost -benefit / pros -cons analysis. 5.3 Develop Energy Cost & Savings Analysis & Recommendations. (Clanton) The Energy Cost Analysis will include LED technology trends, optical efficiency and adaptive dimming strategies to reduce energy usage and extend life of LED luminaires. 5.4 Develop 5-10 year Street Light Program Funding Needs & Recommendations. (Municipal Advisor & Clanton) The 5-10 year Funding Needs will include the analysis of Upgrade Zones, Priority Safety Improvements, Funding Opportunities and other issues that arise during the development of this Street Lighting Master Plan. 5.5 Deliverables: Final Cost & Funding Evaluation Document. 6. Program Recommendations. Months 3-18. (Clanton with Evari support) 6.1 Short-term & Long-term Upgrade Zones: Identify 1-for-1 Replacement vs. New or Supplemental Street Lighting. (Clanton & Evari) Short-term & Long-term Upgrade Zones will be evaluated based on existing conditions related to safety, reliability, existing infrastructure and areas that are identified as special character zones. Prioritization will be to improve safety and equity, then to improve character. 6.2 Determine Character & Amenity Zones. (Clanto`'rt"& Evari) Street and pedestrian lighting helps establish the character and identity of the city as it is one of the most prominent features within the public right-of-way. Understanding the desired character of the City and how that relates to the street and pedestrian lighting will be part of the Visioning Session. Certain features may be applied in specific areas, creating a palette of lighting equipment that is suitable for the needs of each block. These features include the luminaire, armature, pole, base and foundation. Streetlights also provide real estate for additional features such as street signs, banner arms, planters, flag holders, power outlets for holiday lighting and event power, and smart city devices. 6.3 Develop Prioritization System. (Clanton & Evari) A Street Lighting Prioritization System will be developed in collaboration with the City of Santa Ana with a data -driven approach that considers multiple factors to assess issues such as Safety, Equity, Reliability and Responsible Lighting, using data provided by the City, publicly available, and included in the Street Lighting Inventory. Data for this Prioritization System will include scoring categories for: Safety: accident rates, proximity to public transit, school zones, bike lanes, crosswalks and crime rates. Equity. public transportation usage, median income, ethnicity, infrastructure investment, access to parks, and residential density. Reliability., outage reports, outage reason, knock -downs, copper wire theft, pole damage, pole rust, electrical connection types, surge protection, luminaire and driver specifications. Responsible Lighting: excessive light levels, light pollution, light trespass, proximity to open space and critical habitat areas. 6.4 Develop Street Lighting Warrants. (Clanton) Lighting Warrants will define where lighting is required and whether lighting is to be continuous, non -continuous or at intersections only. This analysis will include the FHWA Warranting Calculations that include traffic volumes, pedestrian activity, geometric factors, and nighttime accident rates. This will be evaluated along with other factors like equity, critical safety areas and community desire for street lighting. 6.5 Recommend Hardware Considering Existing Inventory. (Clanton & Electrical Contractor) Starting with a review of existing hardware inventory, the Clanton Team will identify issues and challenges with existing hardware and develop recommendations for improvements. 6.6 Cost Analysis per Zone — Order of Magnitude. (Clanton, Electrical Contractor, & Evari) This cost analysis per zone will utilize GIS based tools to characterize zones and costs associated with level of effort for replacement or 1-for-1 luminaire, pole, foundation, wiring, conduit & boxes, and complete new installations, for each character zone. 6.7 Process for Street Lighting Requests for Installation, Upgrades, Removals. (Clanton) This process will include a survey of questions that would help the city determine the urgency, prioritization, and methodology for determining the appropriate response to requests. Some requests will need immediate attention, while others may be resolved with a community engagement to understand the needs of the broader community. 6.8 Alignment with other Master Plans (Safe Routes to School, Vision Zero, Traffic Signal Master Plan, Mobility Element, Fiber Master Plan). (Clanton & Evari) The Clanton Team will review the existing Master Plans to identify synergies and discrepancies to help inform this Street Lighting Master Plan. 6.9 Deliverables: Final Program Priorities & Recommendations Document. • Final Program Recommendations Report: 50% Draft, 90% Draft, 100% Final. 7. Stakeholder and Community Outreach. Months 3-12. (Clanton with Latino Health Access, & Evari support) The Clanton lfiiam will engage city departments, citizens, and stakeholders of the City of Santa Ana in a process that is inclusive and considerate of different perspectives. Through this engagement process, we will identify the City's priorities that will serve as guideposts for the decisions and ultimate success of this streetlighting evaluation with understanding and acceptance from the community as a whole. Successful community engagement is arguably the most critical step toward developing a successful streetlighting system. Strong and diverse opinions often exist that can create divides between differing points of view from safety and security to protection of night skies and human and environmental health concerns. Clanton & Associates is well versed at leading and facilitating the public engagement process with city staff, police, fire department, sustainability managers, traffic engineers, business owners, and concerned citizens, and in providing the education and technical expertise that leads to successful LED street lighting. Giving everyone a voice and providing a documented process for why decisions were made is key to the long-term success of the Streetlighting plan. Latino Health Access is a local health advocacy group that organizes community events in Santa Ana and has a strong history of trust within the community. Latino Health Access will organize community engagement events and provide Spanish interpretation of the presentations and lead Spanish speaking citizen groups through the engagement process. 7.1 Community Engagement Plan. (Clanton with Latino Health Access, & Evari support) The Community Engagement Plan will utilize a Project Website, Advisory and Stakeholder Committee Meetings and Neighborhood Engagement Events. 7.2 Website development in English and Spanish, ongoing maintenance. (Evari with Latino Health Access, & Clanton support) 7.3 Develop Advisory Committees for Participation by Residents, User Groups, Appointed & Elected Officials & Other Stakeholders. (Clanton with Latino Health Access, & Evari support) 7.4 Attend and Present at (2) neighborhood meetings. (Clanton with Latino Health Access, & Evari support) The Advisory & Stakeholder Committee meetings and Neighborhood meetings will include: • Street Lighting 101 Presentation: This presentation will provide a basis of streetlighting to educate the group on nighttime vision, lighting metrics, and terminology. • Community Visioning Session: This session will engage City Staff and Public Stakeholders and Community Members in a discussion of the issues, goals, and different perspectives of the group. This discussion will help determine the Guideposts and Priorities that will track the ultimate success of this Street Lighting Master Plan. • Nighttime Lighting Mockup: Color Temperature & Dimming • Planning & Logistics: We will request the assistance of City Staff to help arrange the meeting space, transportation, drinks, and snacks for all involved in the Lighting Mockup. 7.5 Attend and Present at (2) meetings with Environmental & Transportation Advisory Committees. (Clanton with Latino Health Access, & Evari support) 7.6 Attend and Present at (2) City Council meetings. (Clanton with Latino Health Access, & Evari support) 7.7 Deliverables: Provide planning and documentation of the community engagement process and takeaways from the feedback received. • Community & Stakeholder Engagement Plan: 90% Draft and 100% Final. • Develop Website: 90% Draft and 100% Final with Monthly Updates. • Prepare Meeting Exhibits. • Prepare Meeting Minutes. • Final Community & Stakeholder Engagement Report: 50% Draft, 90% Draft, 100% Final. 0 sit `,• Al •r ` / Mil Supplementary Information Appendicies: Attachment 3.1: Non -Collusion Affidavit Attachment 3.2: Non -Lobbying Certification Attachment 3.3: Non -Discrimination Certification ,1 stun I� 7' ji `a M 0" u Appendix ATTACHMENT 3-1: NON -COLLUSION AFFIDAVIT CERTIFICATIONS NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA DEPARTMENT OF PUBLIC WORKS In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of.. or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non -collusion Affidavit is part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this Non -collusion Affidavit. BIDDERS are cautl2pyd that m in a false certification may subject the certifier to criminal prosecution. Signed Dane R. Sanders, President State ofCafifonria (_�Xm� County of Subscribed and swom to (or affirmed) before me on this Zkp"" day of �ti\ 'who by proved to me on the basis of satisfactory evidence to be the person(s)who appeared before me. Notary Publi Qr ature TIFFANY A BARNEY Notary Public State of Colorado Notary ID N 19984013582 MY Commission Expires 07.09-2026 Notary Public Seal City of Santa Ana RFP 20-041 Page A3-1 Appendix ATTACIMENT 3-2: NON -LOBBYING CERTIFICATION CERTIFICATIONS The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: 1. No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress tr3z.' in connection with the awarding of any federal contract, the making of any federal srant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. 2. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence any officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant loan, loan or cooperative agreement, the undersigned shall complete and submit a "Disclosure of Lobbying Activities". This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U. S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such sub recipients shall certify and disclose accordingly. Firm Clanton &Associates Signed and printed Name: Title President Date 4/21/2023 Dane Sanders City of Santa Ana RFP 20-041 Page A3-2 Appendix ATTACHMENT 3-3: NON-DISCRINUNATION CERTIFICATION CERTIFICATIONS The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows: L The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Consultant shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Consultant's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Consultant shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Consultant shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Consultant's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Consultant may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. The Consultant shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted City of Santa Ana RFP 20-041 Page A3-3 by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Consultant becomes involved in, or is threatened with, litigation with a sub -consultant or vendor as a result of such direction by the administering agency, the Consultant may request that the United States enter into such litigation to protect the interests of the United States. 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, No discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any consultant of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter. Signed: 49"A Title: President Firm: Clanton & Associates Date: 4/21 /2023 City of Santa Ana RFP 20-041 Page A3-4 EXHIBIT C COMPENSATION Consultant's Pee Proposal including hourly rates, if applicable N i0 N V CI N A W Af N A W N + z m m f/1,Z1x m Z y p d d< o d a a d o v m= F 6 h Mc F m •'o m 'm C) 0 ddx< N Nn WOnd>>> a O? m 0 N d00 R' F� n 3 a 3 _. - N a y m f. 3 d a p d 3 d pj d n3 g, 2 'm 1° m n =m Z o o. m m 3 o o r a N m N O o N= 9 w 3 a n m u 3• d o is d d 3 m E o o: 0 O d d m Y = a N o n o o m m o m m m m m m m m m j j j j < d < d j < m < d c d < d < < d d < ri < < d d d a d < < o o O n d d o o m p � C c � a o N m N W A A A A A A N A 9 H 'ry N O O W O A m�O N m 0 mm O _ O n O � m o k a � o 0 o A m N O ro 01 O _ N O W N N _ 9 O O T 0 Ip O u n ONi N + N + N O O m O A CI N O O O x -I C (WJ fA N fA W ffl f9 O O O O O O O p O O O O F O N O O W O p O A O O A O N O O m N O N O O O O N O O O _ O m m N W N m W N N O O O O O O O m W m m m m D7 rn m m m O H N N � A W tll 41 N W V a f!N A w N N T M T T D3 m n n N ,ZIO Ap�DN D3 3 N d d } y 0 d rn Zuyv'i n O2' �' m9° y�H3d»' Hp0, vN wwmNwm�D O F 3 w `Z 0 O O O of m w m a r m p', o 3 d y o of o d n O OCD N p ` w G d w 9 O N Er ET O s d m F_ N d O o n o N d c � N C N O Z WW � q A N W N W N A A N N D N A A o W O n wr0 m le c N N O N y O P IO ^m m O _ O m n O e Owl N A N W T OI N � d N 7 O ' O O m p 100 � I O w o 0 0 o udl N d _ m _ d N N O O 0 W M N _ 9 N � 6 � I d C A N O O O N N m N O N O O ONI m � N (ll i T O O O O O O O O O O F O O O O O O O O O O O O O fA E9 E9 E9 bl fA fA E9 fA (A fA ffl f9 m m m o . m W m m � u a a u ut �^ n 00 V in Ill If w N 0 A W N :E! a 0'I!m O K x > O.O 0 11 0 O ET m O N O W 0—NEV O m 0 W x 0 m W �DO m O C _ O 0 a N < WO n< W Jo m wp m W 3m 0 3 m W 33m �o »03 D v m o a 0 v S 'm3 °m a 30 3v`�?�!^SyW an m -an N o J o N m Q S Z N m m» 0 0 m m M m D 3 �. �o g 3 v Cm p ^. y 'moo m m a a 0 m� J W `o mEL O W o O O m Ip (�1 r- IY .il m J m O '< N» m m j a N a� s o 'm° 3 3 n Q'm'm 0 m= mn N » N !O J m A (A W 10 m i/1 N (V n T y m o '° m m' N y �+' D m r 3 n m a 3 3mv w o m Jm o ° m p ` �»J 3 Smm » o 351 mR a W mm N �^ OWI y 3 m W 3 N_ O m C m O J n J m n 0 WF J O pmj J W m i0 F C m W .� O W_ m W 41 N W W o n d YI m J d J m J N J N m > N N J N > m > W J m J O J N J N ^ 0 ^ 0 0 0 0 0 0 0 0 0 0, o 0 0 0 F m m m m m m < m a v m w W N O J.0 - D - D n -"0 p 3 d d m n 3 0 o N W O m N o � W r Rm.0 N m O m A A m N N O O =? O ^m m J m O _ O n m O m o b W � o O O p N y W O Ny m O A W m m m N O W N N 39 W pf m A A W A m p A N A N A N m m m (J N m m N Ut N V N A O O i Z O d C F i n m N V W N O W N A W A A p� 50 m O ti p m A O O O O O O O V O V V V V Y V V V Q V OI f!N .� 41 IJ m 03 00- D O m D 3D MPo o h o Jo a0J2da ry�d Jdo� Si a d 4 �' o m pnm m mCo tea° n m o 3 m m N m Q o P o i m» 3 d c 3 .00. 3 d 1 d m d^ N m J > ET N Ra n J .Ni J' d D N N J CT O D o g D0- o m Dgn� N d d n d d p�j n d N N `° i m < < m m a n N N d 0 0 J, 0 A d N d d N d 0 0 — 2 e S S mm N D T N m N T y N N e N m e J. m C WO O V O ,g r O C Ie0 A N O � N n^ A N N OI O N m q O N _ d O m m ' O _ d M R ' N = w A W W A R. N O� N P O7 N N N v d �o.ro N n n W N V A W A N O N O N 0, S� (n m O N N W N W A A d C N N 4A N Vi N W O � O W N O W A T m N O 0 p O P O N^ O O 00 O O O O F O O f d O ry ad N d � d O O ^ � O F N O a d O 'd a d 'm r d o(o n A o o 0 N � � � N fA H! fA fA ffl N fA O O O Rodriguez, Cesar From: City of Santa Ana <certificate-request@ctrax.jdidata.com> Sent: Monday, June 12, 2023 8:54 AM To: lulu@clantonassociates.com; Rodriguez, Cesar; Joe.Anderson@thinkccig.com Subject: Internal Notice of Compliance NOTICE OF COMPLIANCE CITY STAFF: PRINT THIS PAGE AND INCLUDE WITH AGREEMENT TO THE CLERK OF THE COUNCIL Contractor Clanton Engineering, Inc. Name: Project RFP No 23-041 Number: Project CONSULTANT AGREEMENT BETWEEN THE CITY OF SANTA ANA AND Name: CLANTON & ASSOCIATES, INC. TO PREPARE A STREET LIGHTING MASTER PLAN The Certificate of Insurance (COI) 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 POLICY EXPIRATION COI FILE NAME INSURANCE NUMBER DATE DATE AUTOMOBILE 34SBAII2065 LIABILITY GENERAL 34SBAII2065 LIABILITY WORKERS COMPENSATION AND 34WECCC3200 EMPLOYERS' LIABILITY Thank you, City of Santa Ana Risk Management Division in partnership with 02/05/2024 05/26/2023 23030 Ful1COI_2023- 2024_CityofSantaAna SantaAnaSreetLightingMasterPlan.pdf 02/05/2024 05/26/2023 23030 Fu11COI_2023- 2024_CityofS antaAna_S antaAnaSreetLightingMasterPl an.pdf 02/05/2024 05/26/2023 23030 Fu11COI_2023- 2024_CityofSantaAna SantaAnaSreetLightingMasterPlan.pdf CLANENG-01 BOBROOKS ,d►coRo CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 1/29/2026 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 CONTACT Joe Anderson,CIC,CISR NAME: 1 Inverness Drive West (A//CC,Nr o,EXt):(720)212-2029 (A/C 1 5 ,No):(303)799-0156 Englewood,CO 80112 E-MAIL-ADDRESS:Joe.Anderson@thinkccig.com INSURERS AFFORDING COVERAGE NAIC# INSURERA:Hartford Casualty Insurance Company 29424 INSURED INSURER B:Admiral Insurance Co 24856 Clanton Engineering,Inc.dba Clanton&Associates,Inc. INSURER C:Coalition Insurance Company 29530 4699 Nautilus Ct SO#102 INSURER D 7 Boulder,CO 80301 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD MM/DD/YYYY MM/DD/YYYY A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 CLAIMS-MADE X OCCUR 34SBA112065 2/5/2026 2/5/2027 DAMAGE TO RENTED 300 000 X X PREMISES Ea occurrence $ MED EXP(Any oneperson) $ 10,000 PERSONAL&ADV INJURY $ 2,000,000 GENT AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 POLICY X 71 PEA LOC PRODUCTS-COMP/OP AGG $ 4,000,000 OTHER: $ A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 2,000,000 Ea accident $ ANY AUTO X X 34SBAI12065 2/5/2026 2/5/2027 BODILY INJURY Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ X HIRED X NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident $ A X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 4,000,000 EXCESS LIAB CLAIMS-MADE X X 34SBAI12065 2/5/2026 2/5/2027 AGGREGATE $ 4,000,000 DED X RETENTION$ 10,000 $ A WORKERS COMPENSATION X PER STATUTE E ERR AND EMPLOYERS'LIABILITY 34WECCC3200 2/5/2026 2/5/2027 1,000,000 ANY PROPRIETOR/EXCLUDED? R/EXECUTIVE ❑ X E.L.EACH ACCIDENT $ OF EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,UOU If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ B Prof.Liability X E000006808901 2/5/2026 2/5/2027 Per Claim/Aggregate 5,000,000 C Cyber Liability C4LRV119572CYBER2026 2/5/2026 2/5/2027 �Ded.: $5,000 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) RE:23030 Santa Ana Street Lighting Master Plan;City of Santa Ana Project Name: Street Lighting Master Plan RFP 23-041 As required by written contract or written agreement,the City of Santa Ana is included as Additional Insured for ongoing and completed operations under General Liability,Automobile Liability,and Umbrella Liability on a primary and non-contributory basis.A Waiver of Subrogation in favor of the Additional Insured applies to General Liability,Automobile Liability,Umbrella Liability,Workers'Compensation and Professional Liability.A 30 day notice of cancellation applies. APPROVED CERTIFICATE HOLDER CANCELLATION By Tu Tran Nguyen at 11:03 am, Feb 06, 2026 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City Clerk THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Y ACCORDANCE WITH THE POLICY PROVISIONS. City of Santa Ana 20 Civic Center Plaza(M-30) PO Box 1988 AUTHORIZED REPRESENTATIVE Santa Ana,CA 92702-1988 ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD it BUSINESS 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. The words "we", "us" and "our" refer to the stock insurance company member of The Hartford providing this insurance. The word "insured" means any person or organization qualifying as such under Section C. -Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section G. - Liability And Medical Expenses Definitions. A. COVERAGES (a) The "bodily injury" or "property 1. BUSINESS LIABILITY COVERAGE (BODILY damage" is caused by an INJURY, PROPERTY DAMAGE, PERSONAL "occurrence" that takes place in the AND ADVERTISING INJURY) "coverage territory"; Insuring Agreement (b) The "bodily injury" or "property damage" occurs during the policy a. We will pay those sums that the insured period; and becomes legally obligated to pay as (c) Prior to the policy period, no insured damages because of "bodily injury", listed under Paragraph 1. of Section "property damage" or "personal and C. — Who Is An Insured and no advertising injury" to which this insurance "employee" authorized by you to give applies. We will have the right and duty to or receive notice of an "occurrence" defend the insured against any "suit" or claim, knew that the "bodily injury" seeking those damages. However, we will or "property damage" had occurred, have no duty to defend the insured against in whole or in part. If such a listed any "suit" seeking damages for "bodily insured or authorized "employee" injury", "property damage" or "personal and knew, prior to the policy period, that advertising injury" to which this insurance the "bodily injury" or "property does not apply. damage" occurred, then any We may, at our discretion, investigate any continuation, change or resumption "occurrence" or offense and settle any claim of such "bodily injury" or "property or"suit"that may result. But: damage" during or after the policy (1) The amount we will pay for damages is period will be deemed to have been limited as described in Section D. - known prior to the policy period. Liability And Medical Expenses Limits (2) To "personal and advertising injury" Of Insurance; and caused by an offense arising out of your (2) Our right and duty to defend ends when business, but only if the offense was we have used up the applicable limit of committed in the "coverage territory" insurance in the payment of judgments, during the policy period. settlements or medical expenses to which c. "Bodily injury" or "property damage" will be this insurance applies. deemed to have been known to have No other obligation or liability to pay sums or occurred at the earliest time when any perform acts or services is covered unless insured listed under Paragraph 1. of Section explicitly provided for under Coverage C. — Who Is An Insured or any "employee" Extension-Supplementary Payments. authorized by you to give or receive notice b. This insurance applies: of an "occurrence" or claim: (1) To "bodily injury" and "property (1) Reports all, or any part, of the "bodily damage" only if: injury" or "property damage" to us or any other insurer; Form SS 00 08 04 05 Page 1 of 24 © 2005, The Hartford BUSINESS LIABILITY COVERAGE FORM (2) Receives a written or verbal demand or b. We will make these payments regardless of claim for damages because of the "bodily fault. These payments will not exceed the injury"or"property damage"; or applicable limit of insurance. We will pay (3) Becomes aware by any other means that reasonable expenses for: "bodily injury" or "property damage" has (1) First aid administered at the time of an occurred or has begun to occur. accident; d. Damages because of "bodily injury" include (2) Necessary medical, surgical, x-ray and damages claimed by any person or dental services, including prosthetic organization for care, loss of services or devices; and death resulting at any time from the "bodily (3) Necessary ambulance, hospital, injury". professional nursing and funeral e. Incidental Medical Malpractice services. (1) "Bodily injury" arising out of the 3. COVERAGE EXTENSION - rendering of or failure to render SUPPLEMENTARY PAYMENTS professional health care services as a a. We will pay, with respect to any claim or physician, dentist, nurse, emergency "suit" we investigate or settle, or any "suit" medical technician or paramedic shall against an insured we defend: be deemed to be caused by an "occurrence", but only if: (1) All expenses we incur. (a) The physician, dentist, nurse, (2) Up to $1,000 for the cost of bail bonds emergency medical technician or required because of accidents or traffic paramedic is employed by you to law violations arising out of the use of provide such services; and any vehicle to which Business Liability (b) You are not engaged in the Coverage for"bodily injury" applies. We do not have to furnish these bonds. business or occupation of providing such services. (3) The cost of appeal bonds or bonds to (2) For the purpose of determining the release attachments, but only for bond limits of insurance for incidental medical amounts within the applicable limit ofinsurance. We do not have to furnish malpractice, any act or omission these bonds. together with all related acts or omissions in the furnishing of these (4) All reasonable expenses incurred by the services to any one person will be insured at our request to assist us in the considered one "occurrence". investigation or defense of the claim or 2. MEDICAL EXPENSES "suit", including actual loss of earnings up to $500 a day because of time off Insuring Agreement from work. a. We will pay medical expenses as described (5) All costs taxed against the insured in below for "bodily injury" caused by an the "suit". accident: (6) Prejudgment interest awarded against (1) On premises you own or rent; the insured on that part of the judgment (2) On ways next to premises you own or we pay. If we make an offer to pay the rent; or applicable limit of insurance, we will not (3) Because of your operations; pay any prejudgment interest based on that period of time after the offer. provided that: (7) All interest on the full amount of any (1) The accident takes place in the judgment that accrues after entry of the "coverage territory" and during the judgment and before we have paid, policy period; offered to pay, or deposited in court the (2) The expenses are incurred and reported part of the judgment that is within the to us within three years of the date of applicable limit of insurance. the accident; and Any amounts paid under (1) through (7) (3) The injured person submits to above will not reduce the limits of insurance. examination, at our expense, by physicians of our choice as often as we reasonably require. Page 2 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM b. If we defend an insured against a "suit" So long as the above conditions are met, and an indemnitee of the insured is also attorneys' fees incurred by us in the named as a party to the "suit", we will defense of that indemnitee, necessary defend that indemnitee if all of the litigation expenses incurred by us and following conditions are met: necessary litigation expenses incurred (1) The "suit" against the indemnitee by the indemnitee at our request will be seeks damages for which the insured paid as Supplementary Payments. has assumed the liability of the Notwithstanding the provisions of indemnitee in a contract or agreement Paragraph 1.b.(b) of Section B. — that is an "insured contract"; Exclusions, such payments will not be (2) This insurance applies to such liability deemed to be damages for "bodily assumed by the insured; injury" and "property damage" and will (3) The obligation to defend, or the cost of not reduce the Limits of Insurance. the defense of, that indemnitee, has Our obligation to defend an insured's also been assumed by the insured in indemnitee and to pay for attorneys' fees the same "insured contract"; and necessary litigation expenses as (4) The allegations in the "suit" and the Supplementary Payments ends when: information we know about the (1) We have used up the applicable limit "occurrence" are such that no conflict of insurance in the payment of appears to exist between the interests judgments or settlements; or of the insured and the interest of the (2) The conditions set forth above, or the indemnitee; terms of the agreement described in (5) The indemnitee and the insured ask Paragraph (6)above, are no longer met. us to conduct and control the defense B. EXCLUSIONS of that indemnitee against such "suit" 1. Applicable To Business Liability Coverage and agree that we can assign the same counsel to defend the insured This insurance does not apply to: and the indemnitee; and a. Expected Or Intended Injury (6) The indemnitee: (1) "Bodily injury" or "property damage" (a) Agrees in writing to: expected or intended from the (i) Cooperate with us in the standpoint of the insured. This investigation, settlement or exclusion does not apply to "bodily defense of the "suit"; injury" or "property damage" resulting from the use of reasonable force to (ii) Immediately send us copies of protect persons or property; or any demands, notices, (2) "Personal and advertising injury" arising summonses or legal papers out of an offense committed by, at the received in connection with direction of or with the consent or the "suit"; acquiescence of the insured with the (iii) Notify any other insurer whose expectation of inflicting "personal and coverage is available to the advertising injury". indemnitee; and b. Contractual Liability (iv) Cooperate with us with 1 "Bodilyinjury"or"property damage"; or respect to coordinating other ( ) try g applicable insurance available (2) "Personal and advertising injury" to the indemnitee; and for which the insured is obligated to pay (b) Provides us with written damages by reason of the assumption of authorization to: liability in a contract or agreement. (i) Obtain records and other This exclusion does not apply to liability information related to the for damages because of: "suit"; and (a) "Bodily injury", "property damage"or (ii) Conduct and control the "personal and advertising injury"that defense of the indemnitee in the insured would have in the such "suit". absence of the contract or agreement; or Form SS 00 08 04 05 Page 3 of 24 BUSINESS LIABILITY COVERAGE FORM (b) "Bodily injury" or"property damage" (b) Performing duties related to the assumed in a contract or agreement conduct of the insured's business, or that is an "insured contract", (2) The spouse, child, parent, brother or provided the "bodily injury" or sister of that "employee" as a "property damage" occurs consequence of(1) above. subsequent to the execution of the This exclusion applies: contract or agreement. Solely for the purpose of liability assumed in (1) Whether the insured may be liable as an "insured contract", reasonable an employer or in any other capacity; attorneys' fees and necessary and litigation expenses incurred by or for (2) To any obligation to share damages a party other than an insured are with or repay someone else who must deemed to be damages because of pay damages because of the injury. "bodily injury" or "property damage" This exclusion does not apply to liability provided: assumed by the insured under an "insured (i) Liability to such party for, or for contract". the cost of, that party's defense f. Pollution has also been assumed in the same"insured contract", and (1) "Bodily injury", "property damage" or "personal and advertising injury" (ii) Such attorneys' fees and arising out of the actual, alleged or litigation expenses are for threatened discharge, dispersal, defense of that party against a seepage, migration, release or escape civil or alternative dispute of"pollutants": resolution proceeding in which damages to which this (a) At or from any premises, site or insurance applies are alleged. location which is or was at any time owned or occupied by, or c. Liquor Liability rented or loaned to any insured. "Bodily injury" or "property damage" for However, this subparagraph does which any insured may be held liable by not apply to: reason of: (i) "Bodily injury"if sustained within (1) Causing or contributing to the a building and caused by intoxication of any person; smoke, fumes, vapor or soot (2) The furnishing of alcoholic beverages to produced by or originating from a person under the legal drinking age or equipment that is used to heat, under the influence of alcohol; or cool or dehumidify the building, (3) Any statute, ordinance or regulation or equipment that is used to relating to the sale, gift, distribution or heat water for personal use, by use of alcoholic beverages. the building's occupants or their guests; This exclusion applies only if you are in the business of manufacturing, distributing, (ii) "Bodily injury" or "property selling, searing or furnishing alcoholic damage" for which you may be beverages. held liable, if you are a contractor and the owner or d. Workers' Compensation And Similar lessee of such premises, site or Laws location has been added to your Any obligation of the insured under a policy as an additional insured workers' compensation, disability benefits with respect to your ongoing or unemployment compensation law or operations performed for that any similar law. additional insured at that e. Employer's Liability premises, site or location and "Bodily injury"to: such premises, site or location (1) An "employee" of the insured arising is not and never was owned or out of and in the course of: occupied by, or rented or loaned to, any insured, other (a) Employment by the insured; or than that additional insured; or Page 4 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (iii) "Bodily injury" or "property released as part of the damage" arising out of heat, operations being performed smoke or fumes from a by such insured, contractor or "hostile fire"; subcontractor; (b) At or from any premises, site or (ii) "Bodily injury" or "property location which is or was at any damage" sustained within a time used by or for any insured or building and caused by the others for the handling, storage, release of gases, fumes or disposal, processing or treatment vapors from materials brought of waste; into that building in connection (c) Which are or were at any time with operations being performed transported, handled, stored, by you or on your behalf by a treated, disposed of, or processed contractor or subcontractor; or as waste by or for: (iii) "Bodily injury" or "property (i) Any insured; or damage" arising out of heat, or (ii) Any person or organization for smoke re fumes from a fire whom you may be legally "hostile "; or responsible; (e) At or from any premises, site or (d) At or from any premises, site or location on which any insured or any contractors or subcontractors location on which any insured or working directly or indirectly on any any contractors or subcontractors insured's behalf are performing working directly or indirectly on operations if the operations are to any insured's behalf are test for, monitor, clean up, remove, performing operations if the contain, treat, detoxify or neutralize, "pollutants" are brought on or to or in any way respond to, or assess the premises, site or location in the effects of, "pollutants". connection with such operations by such insured, contractor or (2) Any loss, cost or expense arising out subcontractor. However, this of any: subparagraph does not apply to: (a) Request, demand, order or statutory (i) "Bodily injury" or "property or regulatory requirement that any damage" arising out of the insured or others test for, monitor, escape of fuels, lubricants or clean up, remove, contain, treat, other operating fluids which are detoxify or neutralize, or in any way needed to perform the normal respond to, or assess the effects of, electrical, hydraulic or "pollutants"; or mechanical functions (b) Claim or suit by or on behalf of a necessary for the operation of governmental authority for "mobile equipment" or its parts, damages because of testing for, if such fuels, lubricants or other monitoring, cleaning up, removing, operating fluids escape from a containing, treating, detoxifying or vehicle part designed to hold, neutralizing, or in any way store or receive them. This responding to, or assessing the exception does not apply if the effects of, "pollutants". "bodily injury" or "property However, this paragraph does not damage" arises out of the apply to liability for damages because intentional discharge, dispersal of "property damage" that the insured or release of the fuels, would have in the absence of such lubricants or other operating request, demand, order or statutory or fluids, or if such fuels, regulatory requirement, or such claim lubricants or other operating or "suit" by or on behalf of a fluids are brought on or to the governmental authority. premises, site or location with the intent that they be discharged, dispersed or Form SS 00 08 04 05 Page 5 of 24 BUSINESS LIABILITY COVERAGE FORM g. Aircraft,Auto Or Watercraft (2) The use of "mobile equipment" in, or "Bodily injury" or "property damage" arising while in practice or preparation for, a out of the ownership, maintenance, use or prearranged racing, speed or entrustment to others of any aircraft, "auto" demolition contest or in any stunting or watercraft owned or operated by or rented activity. or loaned to any insured. Use includes i. War operation and "loading or unloading". "Bodily injury", "property damage" or This exclusion applies even if the claims "personal and advertising injury", however against any insured allege negligence or caused, arising,directly or indirectly, out of: other wrongdoing in the supervision, hiring, (1) War, including undeclared or civil war; employment, training or monitoring of others by that insured, if the "occurrence" which (2) Warlike action by a military force, caused the "bodily injury" or "property including action in hindering or damage" involved the ownership, defending against an actual or maintenance, use or entrustment to others of expected attack, by any government, any aircraft, "auto" or watercraft that is sovereign or other authority using owned or operated by or rented or loaned to military personnel or other agents; or any insured. (3) Insurrection, rebellion, revolution, This exclusion does not apply to: usurped power, or action taken by (1) A watercraft while ashore on premises governmental authority in hindering or you own or rent; defending against any of these. (2) A watercraft you do not own that is: j. Professional Services "Bodily injury", "property damage" or (a) Less than 51 feet long; and "personal and advertising injury" arising (b) Not being used to carry persons out of the rendering of or failure to render for a charge; any professional service. This includes (3) Parking an "auto" on, or on the ways but is not limited to: next to, premises you own or rent, (1) Legal, accounting or advertising provided the "auto" is not owned by or services; rented or loaned to you or the insured; (2) Preparing, approving, or failing to (4) Liability assumed under any "insured prepare or approve maps, shop contract" for the ownership, drawings, opinions, reports, surveys, maintenance or use of aircraft or field orders, change orders, designs or watercraft; drawings and specifications; (5) "Bodily injury" or "property damage" (3) Supervisory, inspection, architectural arising out of the operation of any of or engineering activities; the equipment listed in Paragraph f.(2) (4) Medical, surgical, dental, x-ray or or f.(3) of the definition of "mobile nursing services treatment, advice or equipment"; or instruction; (6) An aircraft that is not owned by any (5) Any health or therapeutic service insured and is hired, chartered or loaned treatment, advice or instruction; with a paid crew. However, this exception does not apply if the insured (6) Any service, treatment, advice or has any other insurance for such "bodily instruction for the purpose of appearance or skin enhancement, hair injury" or "property damage", whether the other insurance is primary, excess, removal or replacement or personal grooming; contingent or on any other basis. h. Mobile Equipment (7) Optical or hearing aid services including the prescribing, preparation, "Bodily injury" or "property damage" fitting, demonstration or distribution of arising out of: ophthalmic lenses and similar (1) The transportation of"mobile equipment" products or hearing aid devices; by an "auto" owned or operated by or rented or loaned to any insured;or Page 6 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (8) Optometry or optometric services Paragraphs (1), (3) and (4) of this including but not limited to examination exclusion do not apply to "property of the eyes and the prescribing, damage" (other than damage by fire) to preparation, fitting,demonstration or premises, including the contents of such distribution of ophthalmic lenses and premises, rented to you for a period of 7 or similar products; fewer consecutive days. A separate Limit (9) Any: of Insurance applies to Damage To Premises Rented To You as described in (a) Body piercing (not including ear Section D. - Limits Of Insurance. piercing); Paragraph (2) of this exclusion does not (b) Tattooing, including but not limited apply if the premises are "your work" and to the insertion of pigments into or were never occupied, rented or held for under the skin; and rental by you. (c) Similar services; Paragraphs (3) and (4) of this exclusion do (10) Services in the practice of pharmacy; not apply to the use of elevators. and Paragraphs (3), (4), (5) and (6) of this (11) Computer consulting, design or exclusion do not apply to liability assumed programming services, including web under a sidetrack agreement. site design. Paragraphs (3) and (4) of this exclusion do Paragraphs (4) and (5) of this exclusion do not apply to "property damage" to not apply to the Incidental Medical borrowed equipment while not being used Malpractice coverage afforded under to perform operations at a job site. Paragraph 1.e. in Section A. -Coverages. Paragraph (6) of this exclusion does not k. Damage To Property apply to "property damage" included in the "Property damage"to: "products-completed operations hazard". (1) Property you own, rent or occupy, I. Damage To Your Product including any costs or expenses "Property damage" to "your product" incurred by you, or any other person, arising out of it or any part of it. organization or entity, for repair, m. Damage To Your Work replacement, enhancement, restoration or maintenance of such "Property damage" to "your work" arising property for any reason, including out of it or any part of it and included in the prevention of injury to a person or "products-completed operations hazard". damage to another's property; This exclusion does not apply if the (2) Premises you sell, give away or damaged work or the work out of which abandon, if the"property damage"arises the damage arises was performed on your out of any part of those premises; behalf by a subcontractor. (3) Property loaned to you; n. Damage To Impaired Property Or (4) Personal property in the care, custody Property Not Physically Injured or control of the insured; "Property damage" to "impaired property" (5) That particular part of real property on or property that has not been physically which you or any contractors or injured, arising out of: subcontractors working directly or (1) A defect, deficiency, inadequacy or indirectly on your behalf are performing dangerous condition in "your product" operations, if the "property damage" or"your work"; or arises out of those operations; or (2) A delay or failure by you or anyone (6) That particular part of any property acting on your behalf to perform a that must be restored, repaired or contract or agreement in accordance replaced because "your work" was with its terms. incorrectly performed on it. 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. Form SS 00 08 04 05 Page 7 of 24 BUSINESS LIABILITY COVERAGE FORM o. Recall Of Products, Work Or Impaired (c) Title of any literary or artistic work; Property (8) Arising out of an offense committed by Damages claimed for any loss, cost or an insured whose business is: expense incurred by you or others for the (a) Advertising, broadcasting, loss of use, withdrawal, recall, inspection, publishing or telecasting; repair, replacement, adjustment, removal (b) Designing or determining content or disposal of: of web sites for others; or (1) "Your product"; (c) An Internet search, access, (2) "Your work"; or content or service provider. (3) "Impaired property"; However, this exclusion does not if such product, work or property is apply to Paragraphs a., b. and c. withdrawn or recalled from the market or under the definition of "personal and from use by any person or organization advertising injury" in Section G. — because of a known or suspected defect, Liability And Medical Expenses deficiency, inadequacy or dangerous Definitions. condition in it. For the purposes of this exclusion, p. Personal And Advertising Injury placing an "advertisement" for or "Personal and advertising injury": linking to others on your web site, by (1) Arising out of oral, written or electronic itself, is not considered the business publication of material, if done by or at of advertising, broadcasting, the direction of the insured with publishing or telecasting; knowledge of its falsity; (9) Arising out of an electronic chat room (2) Arising out of oral, written or electronic or bulletin board the insured hosts, publication of material whose first owns, or over which the insured publication took place before the exercises control; beginning of the policy period; (10) Arising out of the unauthorized use of (3) Arising out of a criminal act committed another's name or product in your e-mail by or at the direction of the insured; address, domain name or metatags, or any other similar tactics to mislead (4) Arising out of any breach of contract, another's potential customers; except an implied contract to use (11) Arising out of the violation of a another's "advertising idea" in your "advertisement"; person's right of privacy created by any state or federal act. (5) Arising out of the failure of goods, However, this exclusion does not products or services to conform with apply to liability for damages that the any statement of quality or insured would have in the absence of performance made in your such state or federal act; advertisement"; (6) Arising out of the wrong description of (12) Arising out of: the price of goods, products or services; (a) An "advertisement" for others on (7) Arising out of any violation of any your web site; intellectual property rights such as (b) Placing a link to a web site of copyright, patent, trademark, trade others on your web site; name, trade secret, service mark or (c) Content from a web site of others other designation of origin or displayed within a frame or border authenticity. on your web site. Content includes However, this exclusion does not information, code, sounds, text, apply to infringement, in your graphics or images; or "advertisement", of (d) Computer code, software or (a) Copyright; programming used to enable: (b) Slogan, unless the slogan is also (i) Your web site; or a trademark, trade name, service (ii) The presentation or functionality mark or other designation of origin of an "advertisement" or other or authenticity; or content on your web site; Page 8 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (13) Arising out of a violation of any anti- (a) May be awarded or incurred by trust law; reason of any claim or suit (14) Arising out of the fluctuation in price or alleging actual or threatened injury value of any stocks, bonds or other or damage of any nature or kind to securities; or persons or property which would not have occurred in whole or in (15) Arising out of discrimination or part but for the "asbestos hazard"; humiliation committed by or at the direction of any "executive officer", (b) Arise out of any request, demand, director, stockholder, partner or order or statutory or regulatory member of the insured. requirement that any insured or q. Electronic Data others test for, monitor, clean up, remove, encapsulate, contain, Damages arising out of the loss of, loss of treat, detoxify or neutralize or in use of, damage to, corruption of, inability any way respond to or assess the to access, or inability to manipulate effects of an "asbestos hazard"; or "electronic data". (c) Arise out of any claim or suit for r. Employment-Related Practices damages because of testing for, "Bodily injury" or"personal and advertising monitoring, cleaning up, removing, injury"to: encapsulating, containing, treating, (1) A person arising out of any: detoxifying or neutralizing or in any way responding to or assessing the (a) Refusal to employ that person; effects of an"asbestos hazard". (b) Termination of that person's t. Violation Of Statutes That Govern E- employment; or Mails, Fax, Phone Calls Or Other (c) Employment-related practices, Methods Of Sending Material Or policies, acts or omissions, such as Information coercion, demotion, evaluation, "Bodily injury", "property damage", or reassignment, discipline, "personal and advertising injury" arising defamation, harassment, humiliation directly or indirectly out of any action or or discrimination directed at that omission that violates or is alleged to person; or violate: (2) The spouse, child, parent, brother or (1) The Telephone Consumer Protection sister of that person as a Act (TCPA), including any amendment consequence of "bodily injury" or of or addition to such law; "personal and advertising injury"to the (2) The CAN-SPAM Act of 2003, including person at whom any of the any amendment of or addition to such employment-related practices described in Paragraphs(a), (b), or(c) law; or above is directed. (3) Any statute, ordinance or regulation, This exclusion applies: other than the TCPA or CAN-SPAM Act of 2003, that prohibits or limits the (1) Whether the insured may be liable as sending, transmitting, communicating or an employer or in any other capacity; distribution of material or information. and Damage To Premises Rented To You — (2) To any obligation to share damages Exception For Damage By Fire, Lightning with or repay someone else who must or Explosion pay damages because of the injury. Exclusions c. through h. and k. through o. do s. Asbestos not apply to damage by fire, lightning or (1) "Bodily injury", "property damage" or explosion to premises rented to you or "personal and advertising injury" temporarily occupied by you with permission of arising out of the "asbestos hazard". the owner. A separate Limit of Insurance (2) Any damages, judgments, settlements, applies to this coverage as described in loss, costs or expenses that: Section D. - Liability And Medical Expenses Limits Of Insurance. Form SS 00 08 04 05 Page 9 of 24 BUSINESS LIABILITY COVERAGE FORM 2. Applicable To Medical Expenses Coverage e. A trust, you are an insured. Your trustees We will not pay expenses for"bodily injury": are also insureds, but only with respect to their duties as trustees. a. Any Insured To any insured,except"volunteer workers". 2. Each of the following is also an insured: b. Hired Person a. Employees And Volunteer Workers To a person hired to do work for or on behalf Your "volunteer workers" only while of any insured or a tenant of any insured. performing duties related to the conduct of c. Injury On Normally Occupied Premises your business, or your "employees", other than either your "executive officers" (if you To a person injured on that part of are an organization other than a premises you own or rent that the person partnership, joint venture or limited liability normally occupies. company) or your managers (if you are a d. Workers' Compensation And Similar limited liability company), but only for acts Laws within the scope of their employment by To a person, whether or not an you or while performing duties related to "employee" of any insured, if benefits for the conduct of your business. the "bodily injury" are payable or must be However, none of these "employees" or provided under a workers' compensation "volunteer workers" are insureds for: or disability benefits law or a similar law. (1) "Bodily injury" or "personal and e. Athletics Activities advertising injury": To a person injured while practicing, (a) To you, to your partners or instructing or participating in any physical members (if you are a partnership exercises or games, sports or athletic or joint venture), to your members contests. (if you are a limited liability f. Products-Completed Operations Hazard company), or to a co-"employee" while in the course of his or her Included with the "products-completed employment or performing duties operations hazard". related to the conduct of your g. Business Liability Exclusions business, or to your other Excluded under Business Liability Coverage. "volunteer workers" while performing duties related to the C. WHO IS AN INSURED conduct of your business; 1. If you are designated in the Declarations as: (b) To the spouse, child, parent, a. An individual, you and your spouse are brother or sister of that co- insureds, but only with respect to the "employee" or that "volunteer conduct of a business of which you are the worker" as a consequence of sole owner. Paragraph (1)(a) above; b. A partnership or joint venture, you are an (c) For which there is any obligation insured. Your members, your partners, and to share damages with or repay their spouses are also insureds, but only with someone else who must pay respect to the conduct of your business. damages because of the injury c. A limited liability company, you are an described in Paragraphs (1)(a) or insured. Your members are also insureds, (b) above; or but only with respect to the conduct of your (d) Arising out of his or her providing business. Your managers are insureds, but or failing to provide professional only with respect to their duties as your health care services. managers. If you are not in the business of d. An organization other than a partnership, providing professional health care joint venture or limited liability company, you services, Paragraph (d) does not apply are an insured. Your"executive officers"and to any nurse, emergency medical directors are insureds, but only with respect technician or paramedic employed by to their duties as your officers or directors. you to provide such services. Your stockholders are also insureds, but only (2) "Property damage"to property: with respect to their liability as stockholders. (a) Owned, occupied or used by, Page 10 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (b) Rented to, in the care, custody or b. Coverage under this provision does not control of, or over which physical apply to: control is being exercised for any (1) "Bodily injury" or "property damage" purpose by you, any of your that occurred; or "employees", "volunteer workers", any partner or member (if you are (2) "Personal and advertising injury" a partnership or joint venture), or arising out of an offense committed any member (if you are a limited before you acquired or formed the liability company). organization. b. Real Estate Manager 4. Operator Of Mobile Equipment Any person (other than your"employee" or With respect to "mobile equipment" registered in "volunteer worker"), or any organization your name under any motor vehicle registration while acting as your real estate manager. law, any person is an insured while driving such c. Temporary Custodians Of Your equipment along a public highway with your Property permission. Any other person or organization responsible for the conduct of such person is Any person or organization having proper also an insured, but only with respect to liability temporary custody of your property if you arising out of the operation of the equipment, and die, but only: only if no other insurance of any kind is available (1) With respect to liability arising out of the to that person or organization for this liability. maintenance or use of that property; and However, no person or organization is an insured (2) Until your legal representative has with respect to: been appointed. a. "Bodily injury" to a co-"employee" of the d. Legal Representative If You Die person driving the equipment; or Your legal representative if you die, but b. "Property damage" to property owned by, only with respect to duties as such. That rented to, in the charge of or occupied by representative will have all your rights and you or the employer of any person who is duties under this insurance. an insured under this provision. e. Unnamed Subsidiary 5. Operator of Nonowned Watercraft Any subsidiary and subsidiary thereof, of With respect to watercraft you do not own that yours which is a legally incorporated entity is less than 51 feet long and is not being used of which you own a financial interest of to carry persons for a charge, any person is an more than 50% of the voting stock on the insured while operating such watercraft with effective date of this Coverage Part. your permission. Any other person or organization responsible for the conduct of The insurance afforded herein for any such person is also an insured, but only with subsidiary not shown in the Declarations respect to liability arising out of the operation as a named insured does not apply to of the watercraft, and only if no other injury or damage with respect to which an insurance of any kind is available to that insured under this insurance is also an person or organization for this liability. insured under another policy or would be an insured under such policy but for its However, no person or organization is an termination or upon the exhaustion of its insured with respect to: limits of insurance. a. "Bodily injury" to a co-"employee" of the 3. Newly Acquired Or Formed Organization person operating the watercraft; or Any organization you newly acquire or form, b. "Property damage" to property owned by, other than a partnership, joint venture or rented to, in the charge of or occupied by limited liability company, and over which you you or the employer of any person who is maintain financial interest of more than 50% of an insured under this provision. the voting stock, will qualify as a Named 6. Additional Insureds When Required By Insured if there is no other similar insurance Written Contract, Written Agreement Or available to that organization. However: Permit a. Coverage under this provision is afforded The person(s) or organization(s) identified in only until the 180th day after you acquire Paragraphs a. through f. below are additional or form the organization or the end of the insureds when you have agreed, in a written policy period,whichever is earlier; and Form SS 00 08 04 05 Page 11 of 24 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a (e) Any failure to make such permit issued by a state or political inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally policy, provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business, in connection agreement, or the issuance of the permit. with the distribution or sale of the A person or organization is an additional products; insured under this provision only for that (f) Demonstration, installation, period of time required by the contract, servicing or repair operations, agreement or permit. except such operations performed at the vendor's premises in However, no such person or organization is an connection with the sale of the additional insured under this provision if such product; person or organization is included as an additional insured by an endorsement issued (g) Products which, after distribution by us and made a part of this Coverage Part, or sale by you, have been labeled including all persons or organizations added or relabeled or used as a as additional insureds under the specific container, part or ingredient of any additional insured coverage grants in Section other thing or substance by or for F.—Optional Additional Insured Coverages. the vendor; or a. Vendors (h) "Bodily injury" or "property damage" arising out of the sole Any person(s) or organization(s) (referred to negligence of the vendor for its below as vendor), but only with respect to own acts or omissions or those of "bodily injury" or "property damage" arising its employees or anyone else out of "your products" which are distributed acting on its behalf. However, this or sold in the regular course of the vendor's exclusion does not apply to: business and only if this Coverage Part provides coverage for "bodily injury" or (i) The exceptions contained in "property damage" included within the Subparagraphs (d) or(f); or "products-completed operations hazard". (ii) Such inspections, adjustments, (1) The insurance afforded to the vendor tests or servicing as the vendor is subject to the following additional has agreed to make or normally exclusions: undertakes to make in the usual course of business, in This insurance does not apply to: connection with the distribution (a) "Bodily injury" or "property or sale of the products. damage" for which the vendor is (2) This insurance does not apply to any obligated to pay damages by insured person or organization from reason of the assumption of whom you have acquired such products, liability in a contract or agreement. or any ingredient, part or container, This exclusion does not apply to entering into, accompanying or liability for damages that the containing such products. vendor would have in the absence of the contract or agreement; b. Lessors Of Equipment (b) Any express warranty (1) Any person or organization from unauthorized by you; whom you lease equipment; but only with respect to their liability for "bodily (c) Any physical or chemical change injury", "property damage" or in the product made intentionally "personal and advertising injury" by the vendor; caused, in whole or in part, by your (d) Repackaging, except when maintenance, operation or use of unpacked solely for the purpose of equipment leased to you by such inspection, demonstration, testing, person or organization. or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; Page 12 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (2) With respect to the insurance afforded e. Permits Issued By State Or Political to these additional insureds, this Subdivisions insurance does not apply to any (1) Any state or political subdivision, but "occurrence" which takes place after only with respect to operations you cease to lease that equipment. performed by you or on your behalf for c. Lessors Of Land Or Premises which the state or political subdivision (1) Any person or organization from has issued a permit. whom you lease land or premises, but (2) With respect to the insurance afforded only with respect to liability arising out to these additional insureds, this of the ownership, maintenance or use insurance does not apply to: of that part of the land or premises (a) "Bodily injury", "property damage" leased to you. or "personal and advertising (2) With respect to the insurance afforded injury" arising out of operations to these additional insureds, this performed for the state or insurance does not apply to: municipality; or (a) Any 'occurrence" which takes (b) "Bodily injury" or "property damage" place after you cease to lease that included within the "products- land or be a tenant in that completed operations hazard". premises; or f. Any Other Party (b) Structural alterations, new (1) Any other person or organization who construction or demolition is not an insured under Paragraphs a. operations performed by or on through e. above, but only with behalf of such person or respect to liability for "bodily injury", organization. "property damage" or "personal and d. Architects, Engineers Or Surveyors advertising injury" caused, in whole or (1) Any architect, engineer, or surveyor, but in part, by your acts or omissions or only with respect to liability for "bodily the acts or omissions of those acting injury", "property damage" or "personal on your behalf: and advertising injury" caused, in whole (a) In the performance of your or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on (b) In connection with your premises your behalf: owned by or rented to you; or (a) In connection with your premises; (c) In connection with "your work" and or included within the "products- (b) In the performance of your completed operations hazard", but ongoing operations performed by only if you or on your behalf. (i) The written contract or written (2) With respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies: such additional insured; and This insurance does not apply to (ii) This Coverage Part provides "bodily injury", "property damage" or coverage for "bodily injury" or "personal and advertising injury" "property damage" included arising out of the rendering of or the within the "products- failure to render any professional completed operations hazard". services by or for you, including: (2) With respect to the insurance afforded (a) The preparing, approving, or to these additional insureds, this failure to prepare or approve, insurance does not apply to: maps, shop drawings, opinions, "Bodily injury", "property damage" or reports, surveys, field orders, "personal and advertising injury" change orders, designs or arising out of the rendering of, or the drawings and specifications; or failure to render, any professional (b) Supervisory, inspection, architectural, engineering or surveying architectural or engineering services, including: activities. Form SS 00 08 04 05 Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or This General Aggregate limit does not failure to prepare or approve, apply to "property damage" to premises maps, shop drawings, opinions, while rented to you or temporarily reports, surveys, field orders, occupied by you with permission of the change orders, designs or owner, arising out of fire, lightning or drawings and specifications; or explosion. (b) Supervisory, inspection, 3. Each Occurrence Limit architectural or engineering Subject to 2.a. or 2.b above, whichever activities. applies, the most we will pay for the sum of all The limits of insurance that apply to additional damages because of all "bodily injury", insureds are described in Section D. — Limits "property damage" and medical expenses Of Insurance. arising out of any one 'occurrence" is the How this insurance applies when other Liability and Medical Expenses Limit shown in insurance is available to an additional insured the Declarations. is described in the Other Insurance Condition The most we will pay for all medical expenses in Section E. — Liability And Medical Expenses because of "bodily injury" sustained by any General Conditions. one person is the Medical Expenses Limit No person or organization is an insured with shown in the Declarations. respect to the conduct of any current or past 4. Personal And Advertising Injury Limit partnership, joint venture or limited liability Subject to 2.b. above, the most we will pay for company that is not shown as a Named Insured in the sum of all damages because of all the Declarations. "personal and advertising injury" sustained by D. LIABILITY AND MEDICAL EXPENSES any one person or organization is the Personal LIMITS OF INSURANCE and Advertising Injury Limit shown in the Declarations. 1. The Most We Will Pay 5. Damage To Premises Rented To You Limit The Limits of Insurance shown in the Declarations and the rules below fix the most The Damage To Premises Rented To You we will pay regardless of the number of: Limit is the most we will pay under Business Liability Coverage for damages because of a. Insureds; "property damage" to any one premises, while b. Claims made or"suits" brought; or rented to you, or in the case of damage by fire, c. Persons or organizations making claims or lightning or explosion, while rented to you or bringing "suits". temporarily occupied by you with permission of 2. Aggregate Limits the owner. The most we will pay for: In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To a. Damages because of "bodily injury" and You Limit applies to all damage proximately "property damage" included in the caused by the same event, whether such "products-completed operations hazard" is damage results from fire, lightning or explosion the Products-Completed Operations or any combination of these. Aggregate Limit shown in the Declarations. 6. How Limits Apply To Additional Insureds b. Damages because of all other "bodily The most we will pay on behalf of a person or injury", "property damage" or "personal organization who is an additional insured and advertising injury", including medical under this Coverage Part is the lesser of: expenses, is the General Aggregate Limit a. The limits of insurance specified in a shown in the Declarations. written contract, written agreement or This General Aggregate Limit applies permit issued by a state or political separately to each of your 'locations" subdivision; or owned by or rented to you. b. The Limits of Insurance shown in the "Location" means premises involving the Declarations. same or connecting lots, or premises Such amount shall be a part of and not in whose connection is interrupted only by a addition to the Limits of Insurance shown in street, roadway or right-of-way of a the Declarations and described in this Section. railroad. Page 14 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM If more than one limit of insurance under this (1) Immediately send us copies of any policy and any endorsements attached thereto demands, notices, summonses or applies to any claim or "suit", the most we will pay legal papers received in connection under this policy and the endorsements is the with the claim or"suit"; single highest limit of liability of all coverages (2) Authorize us to obtain records and applicable to such claim or "suit". However, this other information; paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3.above. (3) Cooperate with us in the investigation, settlement of the claim or defense The Limits of Insurance of this Coverage Part apply against the "suit"; and separately to each consecutive annual period and to (4) Assist us, upon our request, in the any remaining period of less than 12 months, starting enforcement of any right against any with the beginning of the policy period shown in the person or organization that may be Declarations, unless the policy period is extended liable to the insured because of injury after issuance for an additional period of less than 12 or damage to which this insurance months. In that case, the additional period will be may also apply. deemed part of the last preceding period for purposes of determining the Limits of Insurance. d. Obligations At The Insured's Own Cost E. LIABILITY AND MEDICAL EXPENSES No insured will, except at that insured's own GENERAL CONDITIONS cost, voluntarily make a payment, assume any obligation, or incur any expense, other 1. Bankruptcy than for first aid,without our consent. Bankruptcy or insolvency of the insured or of e. Additional Insured's Other Insurance the insured's estate will not relieve us of our If we cover a claim or "suit" under this obligations under this Coverage Part. Coverage Part that may also be covered 2. Duties In The Event Of Occurrence, by other insurance available to an Offense, Claim Or Suit additional insured, such additional insured a. Notice Of Occurrence Or Offense must submit such claim or "suit" to the You or any additional insured must see to other insurer for defense and indemnity. it that we are notified as soon as However, this provision does not apply to practicable of an "occurrence" or an the extent that you have agreed in a offense which may result in a claim. To written contract, written agreement or the extent possible, notice should include: permit that this insurance is primary and non-contributory with the additional (1) How, when and where the "occurrence" insured's own insurance. or offense took place; f. Knowledge Of An Occurrence, Offense, (2) The names and addresses of any Claim Or Suit injured persons and witnesses; and Paragraphs a. and b. apply to you or to (3) The nature and location of any injury any additional insured only when such or damage arising out of the "occurrence", offense, claim or "suit" is "occurrence"or offense. known to: b. Notice Of Claim (1) You or any additional insured that is If a claim is made or "suit" is brought an individual; against any insured, you or any additional (2) Any partner, if you or an additional insured must: insured is a partnership; (1) Immediately record the specifics of the (3) Any manager, if you or an additional claim or "suit" and the date received; insured is a limited liability company; and (2) Notify us as soon as practicable. (4) Any "executive officer" or insurance manager, if you or an additional You or any additional insured must see to insured is a corporation; it that we receive a written notice of the c (5) Any trustee, if you or an additional claim or"suit" as soon as practicable. insured is a trust; or c. Assistance And Cooperation Of The (6) Any elected or appointed official, if you Insured or an additional insured is a political You and any other involved insured must: subdivision or public entity. Form SS 00 08 04 05 Page 15 of 24 BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to (3) We have issued this policy in reliance you and any additional insured. upon your representations. 3. Financial Responsibility Laws b. Unintentional Failure To Disclose a. When this policy is certified as proof of Hazards financial responsibility for the future under If unintentionally you should fail to disclose the provisions of any motor vehicle all hazards relating to the conduct of your financial responsibility law, the insurance business at the inception date of this provided by the policy for "bodily injury" Coverage Part, we shall not deny any liability and "property damage" liability will coverage under this Coverage Part comply with the provisions of the law to because of such failure. the extent of the coverage and limits of 7. Other Insurance insurance required by that law. If other valid and collectible insurance is b. With respect to "mobile equipment" to available for a loss we cover under this which this insurance applies, we will Coverage Part, our obligations are limited as provide any liability, uninsured motorists, follows: underinsured motorists, no-fault or other coverage required by any motor vehicle a. Primary Insurance law. We will provide the required limits for This insurance is primary except when b. those coverages. below applies. If other insurance is also 4. Legal Action Against Us primary, we will share with all that other No person or organization has a right under insurance by the method described in c. this Coverage Form: below. a. To join us as a party or otherwise bring us b. Excess Insurance into a "suit" asking for damages from an This insurance is excess over any of the insured; or other insurance, whether primary, excess, b. To sue us on this Coverage Form unless contingent or on any other basis: all of its terms have been fully complied (1) Your Work with. That is Fire, Extended Coverage, A person or organization may sue us to recover Builder's Risk, Installation Risk or on an agreed settlement or on a final judgment similar coverage for"your work"; against an insured; but we will not be liable for (2) Premises Rented To You damages that are not payable under the terms of this insurance or that are in excess of the That is fire, lightning or explosion applicable limit of insurance. An agreed insurance for premises rented to you or temporarily occupied by you with settlement means a settlement and release of liability signed by us, the insured and the permission of the owner; claimant or the claimant's legal representative. (3) Tenant Liability 5. Separation Of Insureds That is insurance purchased by you to Except with respect to the Limits of Insurance, cover your liability as a tenant for and any rights or duties specifically assigned "property damage" to premises rented to you or temporarily occupied by you in this policy to the first Named Insured, this with permission of the owner; insurance applies: a. As if each Named Insured were the only (4) Aircraft,Auto Or Watercraft Named Insured; and If the loss arises out of the maintenance b. Separately to each insured against whom or use of aircraft, "autos" or watercraft to a claim is made or"suit" is brought. the extent not subject to Exclusion g. of Section A.—Coverages. 6. Representations (5) Property Damage To Borrowed a. When You Accept This Policy Equipment Or Use Of Elevators By accepting this policy, you agree: If the loss arises out of "property (1) The statements in the Declarations damage" to borrowed equipment or are accurate and complete; the use of elevators to the extent not (2) Those statements are based upon subject to Exclusion k. of Section A. — representations you made to us; and Coverages. Page 16 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An When this insurance is excess over other Additional Insured To Other insurance, we will pay only our share of Insurance the amount of the loss, if any, that That is other insurance available to exceeds the sum of: you covering liability for damages (1) The total amount that all such other arising out of the premises or insurance would pay for the loss in the operations, or products and completed absence of this insurance; and operations, for which you have been (2) The total of all deductible and self- added as an additional insured by that insured amounts under all that other insurance; or insurance. (7) When You Add Others As An We will share the remaining loss, if any, with Additional Insured To This any other insurance that is not described in Insurance this Excess Insurance provision and was not That is other insurance available to an bought specifically to apply in excess of the additional insured. Limits of Insurance shown in the However, the following provisions Declarations of this Coverage Part. apply to other insurance available to c. Method Of Sharing any person or organization who is an If all the other insurance permits additional insured under this Coverage contribution by equal shares, we will follow Part: this method also. Under this approach, (a) Primary Insurance When each insurer contributes equal amounts Required By Contract until it has paid its applicable limit of This insurance is primary if you insurance or none of the loss remains, have agreed in a written contract, whichever comes first. written agreement or permit that If any of the other insurance does not permit this insurance be primary. If other contribution by equal shares, we will insurance is also primary, we will contribute by limits. Under this method, each share with all that other insurance insurer's share is based on the ratio of its by the method described in c. applicable limit of insurance to the total below. applicable limits of insurance of all insurers. (b) Primary And Non-Contributory 8. Transfer Of Rights Of Recovery Against To Other Insurance When Others To Us Required By Contract a. Transfer Of Rights Of Recovery If you have agreed in a written If the insured has rights to recover all or contract, written agreement or part of any payment, including permit that this insurance is Supplementary Payments, we have made primary and non-contributory with under this Coverage Part, those rights are the additional insured's own transferred to us. The insured must do insurance, this insurance is nothing after loss to impair them. At our primary and we will not seek request, the insured will bring "suit" or contribution from that other transfer those rights to us and help us insurance. enforce them. This condition does not Paragraphs (a) and (b) do not apply to apply to Medical Expenses Coverage. other insurance to which the additional b. Waiver Of Rights Of Recovery (Waiver insured has been added as an Of Subrogation) additional insured. If the insured has waived any rights of When this insurance is excess, we will recovery against any person or have no duty under this Coverage Part to organization for all or part of any payment, defend the insured against any "suit" if any including Supplementary Payments, we other insurer has a duty to defend the have made under this Coverage Part, we insured against that "suit". If no other also waive that right, provided the insured insurer defends, we will undertake to do waived their rights of recovery against so, but we will be entitled to the insured's such person or organization in a contract, rights against all those other insurers. agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 BUSINESS LIABILITY COVERAGE FORM F. OPTIONAL ADDITIONAL INSURED 3. Additional Insured -Grantor Of Franchise COVERAGES WHO IS AN INSURED under Section C. is If listed or shown as applicable in the Declarations, amended to include as an additional insured one or more of the following Optional Additional the person(s) or organization(s) shown in the Insured Coverages also apply. When any of these Declarations as an Additional Insured - Optional Additional Insured Coverages apply, Grantor Of Franchise, but only with respect to Paragraph 6. (Additional Insureds When Required their liability as grantor of franchise to you. by Written Contract, Written Agreement or Permit) 4. Additional Insured - Lessor Of Leased of Section C., Who Is An Insured, does not apply Equipment to the person or organization shown in the a. WHO IS AN INSURED under Section C. is Declarations. These coverages are subject to the amended to include as an additional terms and conditions applicable to Business insured the person(s) or organization(s) Liability Coverage in this policy, except as shown in the Declarations as an Additional provided below: Insured — Lessor of Leased Equipment, 1. Additional Insured - Designated Person Or but only with respect to liability for "bodily Organization injury", "property damage" or "personal WHO IS AN INSURED under Section C. is and advertising injury" caused, in whole or amended to include as an additional insured in part, by your maintenance, operation or the person(s) or organization(s) shown in the use of equipment leased to you by such Declarations, but only with respect to liability person(s) or organization(s). for "bodily injury", "property damage" or b. With respect to the insurance afforded to "personal and advertising injury" caused, in these additional insureds, this insurance whole or in part, by your acts or omissions or does not apply to any 'occurrence" which the acts or omissions of those acting on your takes place after you cease to lease that behalf: equipment. a. In the performance of your ongoing 5. Additional Insured - Owners Or Other operations; or Interests From Whom Land Has Been b. In connection with your premises owned Leased by or rented to you. a. WHO IS AN INSURED under Section C. is 2. Additional Insured - Managers Or Lessors amended to include as an additional Of Premises insured the person(s) or organization(s) shown in the Declarations as an Additional a. WHO IS AN INSURED under Section C. is Insured — Owners Or Other Interests From amended to include as an additional insured Whom Land Has Been Leased, but only the person(s) or organization(s)shown in the with respect to liability arising out of the Declarations as an Additional Insured - ownership, maintenance or use of that part Designated Person Or Organization; but only of the land leased to you and shown in the with respect to liability arising out of the Declarations. ownership, maintenance or use of that part of the premises leased to you and shown in the b. With respect to the insurance afforded to Declarations. these additional insureds, the following b. With respect to the insurance afforded to additional exclusions apply: these additional insureds, the following This insurance does not apply to: additional exclusions apply: (1) Any 'occurrence" that takes place This insurance does not apply to: after you cease to lease that land; or (1) Any 'occurrence" which takes place (2) Structural alterations, new after you cease to be a tenant in that construction or demolition operations premises; or performed by or on behalf of such (2) Structural alterations, new person or organization. construction or demolition operations 6. Additional Insured - State Or Political performed by or on behalf of such Subdivision —Permits person or organization. a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional Page 18 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM Insured — State Or Political Subdivision - (e) Any failure to make such Permits, but only with respect to inspections, adjustments, tests or operations performed by you or on your servicing as the vendor has agreed behalf for which the state or political to make or normally undertakes to subdivision has issued a permit. make in the usual course of b. With respect to the insurance afforded to business, in connection with the these additional insureds, the following distribution or sale of the products; additional exclusions apply: (f) Demonstration, installation, This insurance does not apply to: servicing or repair operations, except such operations performed (1) "Bodily injury", "property damage" or at the vendor's premises in "personal and advertising injury" connection with the sale of the arising out of operations performed for product; the state or municipality; or (g) Products which, after distribution (2) "Bodily injury" or "property damage" or sale by you, have been labeled included in the "product-completed or relabeled or used as a operations" hazard. container, part or ingredient of any 7. Additional Insured —Vendors other thing or substance by or for a. WHO IS AN INSURED under Section C. is the vendor; or amended to include as an additional (h) "Bodily injury" or "property insured the person(s) or organization(s) damage" arising out of the sole (referred to below as vendor) shown in the negligence of the vendor for its Declarations as an Additional Insured - own acts or omissions or those of Vendor, but only with respect to "bodily its employees or anyone else injury" or "property damage" arising out of acting on its behalf. However, this "your products" which are distributed or exclusion does not apply to: sold in the regular course of the vendor's (i) The exceptions contained in business and only if this Coverage Part Subparagraphs (d) or(f); or provides coverage for "bodily injury" or "property damage" included within the (ii) Such inspections, "products-completed operations hazard". adjustments, tests or servicing as the vendor has agreed to b. The insurance afforded to the vendor is make or normally undertakes subject to the following additional exclusions: to make in the usual course of (1) This insurance does not apply to: business, in connection with (a) "Bodily injury" or "property the distribution or sale of the damage" for which the vendor is products. obligated to pay damages by (2) This insurance does not apply to any reason of the assumption of insured person or organization from liability in a contract or agreement. whom you have acquired such This exclusion does not apply to products, or any ingredient, part or liability for damages that the container, entering into, vendor would have in the absence accompanying or containing such of the contract or agreement; products. (b) Any express warranty 8. Additional Insured —Controlling Interest unauthorized by you; WHO IS AN INSURED under Section C. is (c) Any physical or chemical change amended to include as an additional insured in the product made intentionally the person(s) or organization(s) shown in the by the vendor; Declarations as an Additional Insured — (d) Repackaging, unless unpacked Controlling Interest, but only with respect to solely for the purpose of inspection, their liability arising out of: demonstration, testing, or the a. Their financial control of you; or substitution of parts under b. Premises they own, maintain or control instructions from the manufacturer, while you lease or occupy these premises. and then repackaged in the original container; Form SS 00 08 04 05 Page 19 of 24 BUSINESS LIABILITY COVERAGE FORM This insurance does not apply to structural The limits of insurance that apply to additional alterations, new construction and demolition insureds are described in Section D. — Limits Of operations performed by or for that person or Insurance. organization. How this insurance applies when other insurance 9. Additional Insured — Owners, Lessees Or is available to an additional insured is described in Contractors — Scheduled Person Or the Other Insurance Condition in Section E. — Organization Liability And Medical Expenses General a. WHO IS AN INSURED under Section C. is Conditions. amended to include as an additional G. LIABILITY AND MEDICAL EXPENSES insured the person(s) or organization(s) DEFINITIONS shown in the Declarations as an Additional Insured — Owner, Lessees Or Contractors, 1. "Advertisement" means the widespread public but only with respect to liability for "bodily dissemination of information or images that injury", "property damage" or "personal has the purpose of inducing the sale of goods, and advertising injury" caused, in whole or products or services through: in part, by your acts or omissions or the a. (1) Radio; acts or omissions of those acting on your (2) Television; behalf: (3) Billboard; (1) In the performance of your ongoing (4) Magazine; operations for the additional i (5) Newspaper; nsured(s); or (2) In connection with "your work" b. The Internet, but only that part of a web performed for that additional insured site that is about goods, products or and included within the "products- services for the purposes of inducing the completed operations hazard", but sale of goods, products or services; or only if this Coverage Part provides c. Any other publication that is given coverage for "bodily injury" or widespread public distribution. "property damage" included within the However, "advertisement" does not include: "products-completed operations a. The design, printed material, information hazard". or images contained in, on or upon the b. With respect to the insurance afforded to packaging or labeling of any goods or these additional insureds, this insurance products; or does not apply to "bodily injury", "property damage" or "personal an advertising b. An interactive conversation between or injury" arising out of the rendering of, or among persons through a computer network. the failure to render, any professional 2. "Advertising idea" means any idea for an architectural, engineering or surveying "advertisement". services, including: 3. "Asbestos hazard" means an exposure or (1) The preparing, approving, or failure to threat of exposure to the actual or alleged prepare or approve, maps, shop properties of asbestos and includes the mere drawings, opinions, reports, surveys, presence of asbestos in any form. field orders, change orders, designs or 4. "Auto" means a land motor vehicle, trailer or drawings and specifications; or semi-trailer designed for travel on public (2) Supervisory, inspection, architectural roads, including any attached machinery or or engineering activities. equipment. But "auto" does not include 10. Additional Insured — Co-Owner Of Insured "mobile equipment". Premises 5. "Bodily injury" means physical: WHO IS AN INSURED under Section C. is a. Injury; amended to include as an additional insured b. Sickness; or the person(s) or Organization(s) shown in the c. Disease Declarations as an Additional Insured — Co- Owner Of Insured Premises, but only with sustained by a person and, if arising out of the respect to their liability as co-owner of the above, mental anguish or death at any time. premises shown in the Declarations. 6. "Coverage territory" means: Page 20 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM a. The United States of America (including its b. You have failed to fulfill the terms of a territories and possessions), Puerto Rico contract or agreement; and Canada; if such property can be restored to use by: b. International waters or airspace, but only if a. The repair, replacement, adjustment or the injury or damage occurs in the course removal of "your product" or "your work"; of travel or transportation between any or places included in a. above; b. Your fulfilling the terms of the contract or c. All other parts of the world if the injury or agreement. damage arises out of: 12. "Insured contract" means: (1) Goods or products made or sold by you in the territory described in a.above; a. A contract for a lease of premises. However, that portion of the contract for a (2) The activities of a person whose home lease of premises that indemnifies any is in the territory described in a. person or organization for damage by fire, above, but is away for a short time on lightning or explosion to premises while your business; or rented to you or temporarily occupied by (3) "Personal and advertising injury" you with permission of the owner is offenses that take place through the subject to the Damage To Premises Internet or similar electronic means of Rented To You limit described in Section communication D. — Liability and Medical Expenses Limits provided the insured's responsibility to pay of Insurance. damages is determined in the United States of b. A sidetrack agreement; America (including its territories and c. Any easement or license agreement, possessions), Puerto Rico or Canada, in a including an easement or license "suit" on the merits according to the agreement in connection with construction substantive law in such territory, or in a or demolition operations on or within 50 settlement we agree to. feet of a railroad; 7. "Electronic data" means information, facts or d. Any obligation, as required by ordinance, programs: to indemnify a municipality, except in a. Stored as or on; connection with work for a municipality; b. Created or used on; or e. An elevator maintenance agreement; or c. Transmitted to or from f. That part of any other contract or computer software, including systems and agreement pertaining to your business applications software, hard or floppy disks, (including an indemnification of a CD-ROMS, tapes, drives, cells, data municipality in connection with work processing devices or any other media which performed for a municipality) under which are used with electronically controlled you assume the tort liability of another equipment. party to pay for "bodily injury" or "property damage" to a third person or organization, 8. "Employee" includes a leased worker"."Employee" does not include a "temporary provided the "bodily injury" or "property worker". damage" is caused, in whole or in part, by you or by those acting on your behalf. 9. "Executive officer" means a person holding Tort liability means a liability that would be any of the officer positions created by your imposed by law in the absence of any charter, constitution, by-laws or any other contract or agreement. similar governing document. Paragraph f. includes that part of any 10. "Hostile fire" means one which becomes contract or agreement that indemnifies a uncontrollable or breaks out from where it was railroad for "bodily injury" or "property intended to be. damage" arising out of construction or 11. "Impaired property" means tangible property, demolition operations within 50 feet of any other than "your product" or "your work", that railroad property and affecting any railroad cannot be used or is less useful because: bridge or trestle, tracks, road-beds, tunnel, a. It incorporates "your product" or "your work" underpass or crossing. that is known or thought to be defective, However, Paragraph f. does not include deficient, inadequate or dangerous; or that part of any contract or agreement: Form SS 00 08 04 05 Page 21 of 24 BUSINESS LIABILITY COVERAGE FORM (1) That indemnifies an architect, (1) Power cranes, shovels, loaders, engineer or surveyor for injury or diggers or drills; or damage arising out of: (2) Road construction or resurfacing (a) Preparing, approving or failing to equipment such as graders, scrapers prepare or approve maps, shop or rollers; drawings, opinions, reports, e. Vehicles not described in a., b., c., or d. surveys, field orders, change above that are not self-propelled and are orders, designs or drawings and maintained primarily to provide mobility to specifications; or permanently attached equipment of the (b) Giving directions or instructions, following types: or failing to give them, if that is the (1) Air compressors, pumps and primary cause of the injury or generators, including spraying, damage; or welding, building cleaning, (2) Under which the insured, if an geophysical exploration, lighting and architect, engineer or surveyor, well servicing equipment; or assumes liability for an injury or (2) Cherry pickers and similar devices damage arising out of the insured's used to raise or lower workers; rendering or failure to render professional services, including those f. Vehicles not described in a., b., c., or d. listed in (1) above and supervisory, above maintained primarily for purposes inspection, architectural or other than the transportation of persons or engineering activities. cargo. 13. "Leased worker" means a person leased to However, self-propelled vehicles with the you by a labor leasing firm under an following types of permanently attached agreement between you and the labor leasing equipment are not "mobile equipment" but firm, to perform duties related to the conduct of will be considered "autos": your business. "Leased worker" does not (1) Equipment, of at least 1,000 pounds include a "temporary worker". gross vehicle weight, designed 14. "Loading or unloading" means the handling of primarily for: property: (a) Snow removal; a. After it is moved from the place where it is (b) Road maintenance, but not accepted for movement into or onto an construction or resurfacing; or aircraft, watercraft or"auto"; (c) Street cleaning; b. While it is in or on an aircraft, watercraft or (2) Cherry pickers and similar devices "auto"; or mounted on automobile or truck c. While it is being moved from an aircraft, chassis and used to raise or lower watercraft or "auto"to the place where it is workers; and finally delivered; (3) Air compressors, pumps and but "loading or unloading" does not include the generators, including spraying, movement of property by means of a mechanical welding, building cleaning, device, other than a hand truck, that is not geophysical exploration, lighting and attached to the aircraft,watercraft or"auto". well servicing equipment. 15. "Mobile equipment" means any of the following 16. "Occurrence" means an accident, including types of land vehicles, including any attached continuous or repeated exposure to substantially machinery or equipment: the same general harmful conditions. a. Bulldozers, farm machinery, forklifts and 17. "Personal and advertising injury" means injury, other vehicles designed for use principally including consequential "bodily injury", arising off public roads; out of one or more of the following offenses: b. Vehicles maintained for use solely on or a. False arrest, detention or imprisonment; next to premises you own or rent; b. Malicious prosecution; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, on which are permanently mounted: Page 22 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM c. The wrongful eviction from, wrongful entry Work that may need service, maintenance, into, or invasion of the right of private correction, repair or replacement, but occupancy of a room, dwelling or which is otherwise complete, will be premises that the person occupies, treated as completed. committed by or on behalf of its owner, The "bodily injury" or "property damage" landlord or lessor; must occur away from premises you own d. Oral, written or electronic publication of or rent, unless your business includes the material that slanders or libels a person or selling, handling or distribution of "your organization or disparages a person's or product" for consumption on premises you organization's goods, products or services; own or rent. e. Oral, written or electronic publication of b. Does not include "bodily injury" or material that violates a person's right of "property damage" arising out of: privacy; (1) The transportation of property, unless f. Copying, in your "advertisement", a the injury or damage arises out of a person's or organization's "advertising condition in or on a vehicle not owned idea" or style of"advertisement"; or operated by you, and that condition g. Infringement of copyright, slogan, or title of was created by the "loading or any literary or artistic work, in your unloading" of that vehicle by any "advertisement"; or insured; or h. Discrimination or humiliation that results in (2) The existence of tools, uninstalled injury to the feelings or reputation of a equipment or abandoned or unused natural person. materials. 18. "Pollutants" means any solid, liquid, gaseous or 20. "Property damage" means: thermal irritant or contaminant, including smoke, a. Physical injury to tangible property, vapor, soot, fumes, acids, alkalis, chemicals and including all resulting loss of use of that waste. Waste includes materials to be recycled, property. All such loss of use shall be reconditioned or reclaimed. deemed to occur at the time of the 19. "Products-completed operations hazard"; physical injury that caused it; or a. Includes all "bodily injury" and "property b. Loss of use of tangible property that is not damage" occurring away from premises physically injured. All such loss of use you own or rent and arising out of "your shall be deemed to occur at the time of product" or"your work" except: "occurrence"that caused it. (1) Products that are still in your physical As used in this definition, "electronic data" is possession; or not tangible property. (2) Work that has not yet been completed 21. "Suit" means a civil proceeding in which or abandoned. However, "your work" damages because of "bodily injury", "property will be deemed to be completed at the damage" or "personal and advertising injury" earliest of the following times: to which this insurance applies are alleged. (a) When all of the work called for in "Suit" includes: your contract has been completed. a. An arbitration proceeding in which such (b) When all of the work to be done at damages are claimed and to which the the job site has been completed if insured must submit or does submit with your contract calls for work at our consent; or more than one job site. b. Any other alternative dispute resolution (c) When that part of the work done at proceeding in which such damages are a job site has been put to its claimed and to which the insured submits intended use by any person or with our consent. organization other than another 22. "Temporary worker" means a person who is contractor or subcontractor furnished to you to substitute for a permanent working on the same project. "employee" on leave or to meet seasonal or short-term workload conditions. 23. "Volunteer worker" means a person who: a. Is not your"employee"; Form SS 00 08 04 05 Page 23 of 24 BUSINESS LIABILITY COVERAGE FORM b. Donates his or her work; (2) The providing of or failure to provide c. Acts at the direction of and within the warnings or instructions. scope of duties determined by you; and c. Does not include vending machines or d. Is not paid a fee, salary or other other property rented to or located for the compensation by you or anyone else for use of others but not sold. their work performed for you. 25. "Your work": 24. "Your product": a. Means: a. Means: (1) Work or operations performed by you (1) Any goods or products, other than real or on your behalf; and property, manufactured, sold, handled, (2) Materials, parts or equipment distributed or disposed of by: furnished in connection with such work (a) You; or operations. (b) Others trading under your name; b. Includes: or (1) Warranties or representations made at (c) A person or organization whose any time with respect to the fitness, business or assets you have quality, durability, performance or use acquired; and of"your work"; and (2) Containers (other than vehicles), (2) The providing of or failure to provide materials, parts or equipment warnings or instructions. 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 Page 24 of 24 Form SS 00 08 04 05 M� ,�� / THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT Policy Number: 34 WEC CC3200 Endorsement Number: Effective Date: 02/05/26 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: CLANTON ENGINEERING INC. 4699 NAUTILUS COURT S STE 102 BOULDER CO 80301 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. SCHEDULE Any person or organization for whom you are required by contract or agreement to obtain this waiver from us. Endorsement is not applicable in KY, NH, NJ or for any MO construction risk Countersigned by Authorized Representative Form WC 00 03 13 Printed in U.S.A. Process Date: 12/27/25 Policy Expiration Date: 02/05/27 1. If this policy is cancelled or non-renewed by the Company or the First Named Insured, for reasons other than nonpayment of premium or failure to comply with the terms and conditions of this policy, the First Named Insured shall have the option to purchase an Optional Extended Reporting Period. 2. In order to purchase the Optional Extended Reporting Period, the First Named Insured must notify the Company in writing, within sixty (60) days after the end of the Policy Period, of its election of the Optional Extended Reporting Period set forth in Item 7. of the Declarations and include the corresponding additional premium Wth such written election. Once in place, the Optional Extended Reporting Period cannot be cancelled by the First Named Insured or the Company and the additional premium shall be fully earned. The Optional Extending Reporting Period must be endorsed onto this policy. 3. The Optional Extended Reporting Period applies to a Claim which is first made against the Insured during the Optional Extended Reporting Period because of a Breach of Professional Duty which first takes place on or after the Retroactive Date shown in Item 6. of the Declarations and prior to the end of the Policy Period. Such Claim must be reported to the Company, as soon as practicable, but no later than (60) days after the end of the Optional Extended Reporting Period. The Optional Extended Reporting Period shall commence at the end of Policy Period. 4. If this policy is succeeded by another claims-made professional liability policy, then coverage provided under the Optional Extended Reporting Period shall be excess over such other professional liability policy. 5. The quotation of a different premium, Deductible or Self-Insured Retention, limit(s) of insurance or differing terms and conditions for renewal does not constitute a non-renewal for the purpose of this provision. The Optional Extended Reporting Period shall not increase, reinstate or renew the Limits of Insurance under this Policy. N. OTHER INSURANCE This insurance shall be excess over any other valid insurance, whether collectible or not, and whether provided on a primary, excess, contingent or any other basis, provided that such insurance is not specifically written to be excess over this policy. O. SOLE AGENT The First Named Insured is the appointed and irrevocable agent for all Insureds, including, for the purpose of receipt of any notice of cancellation, notice of nonrenewal (if applicable), negotiation and agreement to any endorsement and the payment or return of any premium under this policy. P. SUBROGATION In the event of any payment under this policy, the Company shall be subrogated to all the Insured's rights of recovery therefor against any person or organization and the Insured shall execute and deliver instruments and papers and do whatever else is necessary to secure such rights. The Insured shall do nothing after the Insured becomes aware of a circumstance that reasonably could give rise to a Claim to prejudice such rights. The Company agrees to waive this right of subrogation against the client of the Insured to the extent that the Insured had, prior to a Claim, a written agreement to waive such rights. Q. SERVICE OF SUIT LX4204(07/13) Page 13 of 15