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MOORE LACOFANO, GOLTSMAN, INC.
INSURANCE NOT ON FILE WORK MAY NOT PROCEED CITY CLERK DATE: O-?0I D) Cr. Vi I laftm IyiaY AGREEMENT BETWEEN THE CITY OF SANTA ANA AND MOORE, IACOFANO, GOLTSMAN, INC. TO PROVIDE COMPREHENSIVE ZONING CODE UPDATE SERVICES A-2023-176 THIS AGREEMENT is made and entered into this 17th day of October 2023 by and between Moore, r Iacofano, Goltsman, Inc. (MIG), a California corporation ("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"). LO N r— RECITALS ca 0 A. On February 21, 2023, the City issued Request for Proposal No. 23-010, by which it sought proposals from qualified firms to provide service for the comprehensive update and reformatting of its Zoning Code and related maps, the development of zoning districts and development standards for properties within the five Focus Areas, and any technical studies and environmental documents required under the California Environmental Quality Act (CEQA) for the project. B. Consultant submitted a responsive proposal that was selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 23-010. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: SCOPE OF SERVICES a. Consultant shall perform during the term of this agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described in Exhibit A, attached hereto and incorporated by reference. 2. COMPENSATION a. City agrees to pay, and consultant agrees to accept as total payment for its services for City, the rates and charges identified in Exhibit B. The total amount to be expended during the term of this Agreement, including any optional extension periods defined below, shall not exceed $1,574,515. This amount includes a base amount of $1,524,515, including optional services, and a contingency amount of $50,000 for services requested at the sole discretion of the City. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals and Scope of Work, which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above with a termination date of October 31, 2025 with the option for the City to grant up to a one (1) two (2)-year renewal, exercisable by a writing by the City manager and the City Attorney, unless terminated earlier in accordance with Section 16, below. 4. 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. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Minimum Scope and Limit of Insurance 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code I (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non -owned), with limit no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation: Insurance 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. (Not required if consultant provides written verification it has no employees.) 4. Professional Liability (Errors and Omissions): Insurance appropriates to the Consultant's profession, with limit no less than $1,000,000 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 Entity requires and shall be entitled to the broader coverage and/or the higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Entity. b. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions: Additional Insured Status: The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant's insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 l0, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used). Primary Coverage: For any claims related to this contract, the Consultant's insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. 3. Notice of Cancellation: Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City. 4. Waiver of Subrogation: Consultant hereby grants to City a waiver of any right to subrogation that any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. 5. Self -Insured Retentions: Self -insured retentions must be declared to and approved by the City. The City may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. 'The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or City. 6. Acceptability of Insurers: Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. 7. Claims Made Policies (applicable only to professional liability): i. The Retroactive Date must be shown, and must be before the date of the contract or the beginning of contract work. ii. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. iii. 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 offive (5) years after completion of work. 8. Verification of Coverage: Consultant shall furnish the City with original Certificates of insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the COL, policy. listing all policy endorsements to City before work begins. Rowever, 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 verity 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 the risk, prior experience, insurer, coverage, or other special circumstances. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant or its Consultants, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section l 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 reasonable fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary arid/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. It. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 12. 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 of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With a copy to: Executive Director Planning and Building Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, CA 92702 Email: PBAAdmin@santa-ana.org To Consultant: Moore, Iacofano, Goltsman, Inc Attn: Daniel Iacofano, President 537 S. Raymond Ave. Pasadena, CA 91105 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. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 14. 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. 15. 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. 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 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. 17. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 18. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 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. 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 A-2023-176 fees, for any injuries or damages to City in the event that such authority or power not, in fact, held by the signatory or is withdrawn. b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: infer L. a Ci APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By: Jose Montoya Assistant City Attorney RECOMMENDED FOR APPROVAL Minh Thai Executive Director Planning and Building Agency CITY OF SAN A ANA -=�- rJ Steven A. Mendoza Acting City Manager MOORE, IACOFANO, GOLTSMAN, INC. ML EXHIBIT A Santa Ana Comprehensive Zoning Code Update Revised Scope of Services — August 2023, October 2023 This scope of work focuses on: • Restructuring and rewriting Chapter 41 (Zoning) of the Santa Ana Municipal Code to improve ease of use, facilitate future updates, and reflect state-of-the-art standards and processes that will achieve quality development projects • Implementing General Plan policies and implementation programs to achieve long-range goals • Creating new zoning districts from the five General Plan Focus Areas • To the maximum extent possible, incorporating the nearly 100 specific plan zoning districts and overlay zones into the code, either as clear cross references to comprehensive specific plans or by subsuming those plans that are fully built out, into existing and new zoning districts • Incorporating graphics to illustrate development standards and desired conditions • Reworking current administrative procedures to achieve transparent, predictable, and consistent processes for City staff and community members • Ensuring all regulations reflect current State laws • Addressing City staff's "fix -it" lists • Reflecting sustainability principles • Allowing this new, modern code to be translated into a readily navigable, hyperlinked, web - based code For ease of readability in the following scope, our team is identified the MIG Team, inclusive of all team members. Project Assumptions • Coordination meetings between City staff and the MIG Team largely will consist of video conferences (for time and cost efficiencies). • For all deliverables provided to the City for review, the City will provide a single set of directed revisions to the MIG Team using Word's track -changes function. To facilitate this work approach, as an alternative we can prepare draft documents using Google Docs or SharePoint. TASK 1: PROJECT OUTLINE, MANAGEMENT, AND COORDINATION The purpose of this task is to refine the approach to the Zoning Code comprehensive update and lay the foundation for consistent project management and smooth communications throughout the work program. We will also conduct initial research involving best -practices strategies and a high-level audit of the existing Zoning Code and all special area plans. PLANNING � DESIGN', COMMUNICATIONS MANAGEMENT'.. SC I E NCE I TECHNOLOGY Subtask 1.1: Project Initiation and High-level Outline At the outset of the project and following approval of the final scope, budget, and schedule (subtask 2.1), core MIG Team members will meet with City staff to officially kick off the project, gather data and information, finalize protocols and communications, discuss the public engagement process, explore options for structuringthe revised Zoning Code, and outline overall expectations and desired outcomes. As part of this initial meeting, we will tour Santa Ana with City staff to experience conditions in the field and understand your vision for implementing General Plan policy. MIG will photo -document the tour for use in subsequent presentations and work products. Following the meeting and based on those meeting discussions, we will prepare a working outline for the revised Zoning Code, indicating how existing code provisions will fit into the new structure and where new sections will be introduced. This will be created as a shared Excel document to allow the City and the MIG Team to track (over the course of the program) where existing code sections have been moved and revised. The following is an example of the restructuring. Proposed New Structure for Title 41 Article I: Purpose, Applicability, and Interpretation of the Zoning Code » Purpose and » Zones Established and Applicability Zoning Map » Interpretations » Enforcement Which Current Articles the New Structure Will Include Article I: In General (partially) Article VIII: Enforcement Article 2: Zones, Allowable Uses, and Development and Article III: Use District Regulations Design Standards Specifically Article XIX: The Transit Code » Residential Zones » Open Space Zones As determined appropriate through the » Commercial and Office Zones » Institutional Zones analysis of the approximate 100 specific » Industrial Zones » Specific Plan Zones plans and similar documents, some will » Mixed -Use Zones » Special Purpose Zones be incorporated into this article while others will be cross-referenced as stand- alone documents. Article 3: Site Planning and General Development Standards Article II: Use Districts— General (Applicable Citywide) Provisions (partially) Article IV: General » Rules of Measurement » Landscaping Standards Provisions (partially) » Site Planning » Off-street Parking Article VII: Setback Lines and Future » Accessory Structures Regulations Right -of -Way Lines Article IX: » Adaptive Reuse " Performance Standards Miscellaneous " Signs Article XI: On -premises Signs » Fences, Walls, and Hedges » Other Article Xll:Off-premises Commercial Advertising Signs (Billboards) Article XVI: Water -Efficient Landscape Standards Article XVI.II: Adaptive Reuse MIG. Inc. Proposed New Structure for Title 41 Which Current Articles the New Structure Will Article 4: Standards for Specific Land Uses Include Article II: Use Districts —General Provisions (partially) Article IV: General This article will contain standards for uses such as drive- Provisions (partially) through establishments, hazardous waste businesses, Article X— Mobile home occupations, mobile home parks, outdoor storage Home Parks Article and display, recycling facilities, shelters for unhoused XIII— Homeless persons, vehicle fuel/charging stations, wireless Shelters Article XIV — telecommunications facilities, etc. Recycling Facilities Article XVI.I: Density Bonus for A separate subsection will contain provisions regarding Affordable Housing Article XVIII: housing- specific regulations currently in the Santa Ana Massage code. Article XVIII: Conversion of Existing Buildings to Commercial and Industrial Common Interest Development Article XVIII: 2021 Affordable Housing Opportunity and Creation Article XX: Small Lot Subdivisions, Urban Lot Splits, and Two -Unit Projects Article XXI: Outdoor Dining on Private Property Article XXII: Mobile Food Trucks on Private Property (We recommend that Article XVII: Adult Business Regulations be relocated to Municipal Code Chapter 12 — Adult Entertainment.) Article 5: Nonconformities Article VI: Nonconforming Buildings and Uses Article 6: Permit Processing Procedures Article V: Conditional Use Permits, Variances, Minor Exceptions, Amendments, and Development Project Plan Approvals (partially) Article 7: Zoning Code Administration Article V: Conditional Use Permits, Variances, Minor Exceptions, Amendments, and Development Project Plan Approvals (partially) Article 8: Definitions Article I: In General (partially) » Land Use Definitions » Other Definitions MIG, Inc. In our team's collective experience preparing zoning code updates, we have identified a code structure that works well. The structure is intuitive and easy to use. Generally, this structure follows the outline above. We will discuss with you its benefits and make adjustments to fit Santa Ana's specific needs, per our audit of the existing code/special area plans (subtask 1.3) and discussions with you. A draft outline will be provided for City staff review. The outline will be revised based on staff direction and the result of the MIG Team's research in Task 3; it will then be further refined and finalized prior to undertaking the code revisions in Task 5 (Draft Zoning Code). Subtask 1.2: Briefing Paper Summarizing Zoning Strategies The current Zoning Code uses a traditional Euclidean approach to land use regulations. Many of the specific plans are form -based codes. Selecting the best approach for the five General Plan focus areas will require discussions with City staff to determine what is working best to achieve desired outcomes, while also considering what approaches best facilitate development review. With new State law requirements regarding application of objective design standards to the review of residential development applications and most mixed -use projects, many cities have embraced a hybrid approach, one that allows for greater flexibility than form -based coding. To guide the discussion of the preferred approach for the new Santa Ana Zoning Code, the MIG Team will prepare a briefing paper describing strategies and options for City staff consideration. This paper will be informed by our past work, ongoing work in other communities, our audit of the current Zoning Code and special plan areas, analysis of the interim development standards in subtask 2.2, and the research of current special planning area documents undertaken in Task 3 (Literature Review). Subtask 1.3: Project Management, Project Team Meetings/Phone Calls The purpose of this subtask is to ensure project management meets the City's expectations and keeps the program moving forward, including contract administration, invoicing, scheduling, and the timely delivery of products. We will prepare monthly invoices and have biweekly phone calls with the City's project manager (and other staff as appropriate) to monitor and review project progress and results. Action summaries for each meeting will be provided. In addition, throughout the course of the work program, we will meet with City staff to discuss options for policy implementation and preferred direction, and to review draft work products. Our budget includes an allowance for staff meetings and phone calls we feel is appropriate for accomplishing the work described in this proposal within an 18- month time frame. Task 1 Meetings: » Kick-off meeting and tour » Meeting to review preliminary draft outline » Biweekly project management telephone calls Task 1 Deliverables: » Kick-off meeting agenda » Biweekly call agendas and meeting summaries » Preliminary working draft Zoning Code outline » Briefing paper on zoning strategies MIG, Inc. 4 TASK 2: PROJECT COMMENCEMENT Task 2, as described in the Request for Proposals, focuses on refining the work program, project schedule, and public engagement program, as well as reviewing the General Plan interim development standards for the five focus areas. The timing of these tasks overlap with Task 1 work, as indicated in the schedule on page 17 of this proposal. We have described them here to follow the Request for Proposals structure. Subtask 2.1: Work Scope Refinement and Program Kick-off Prior to the project commencement and kick-off meeting described in subtask 1.1, the MIG Team will work with City staff to review, refine, and finalize the work scope and project schedule. This will consist of two video conference calls to discuss project goals, available resources, City staff shared responsibilities for engagement outreach and activities, scheduling of engagement events, stakeholders to involve, and City staffs preliminary ideas for updating the Zoning Code. Subtask 2.2: Briefing Paper on Interim Standards and Existing Form -based Code Standards As a parallel task to developing zoning strategies in subtask 1.2 above the MIG Team will review the Focus Area interim development standards contained in Land Use Element Appendix A to identify how those standards might be brought into the updated Zoning Code. The standards indicate maximum densities and heights, reflective of General Plan land use policy, but also cross reference existing development standards in the Zoning Code and special area plans that apply. We will assess whether those cross-referenced standards may be appropriate for future development or whether a new zone is needed to better implement policy direction. For example, the Flex 1.5 designation relies upon land use and development standards for the M1 zone, but those M1 regulations do not reflect the vision for the flex areas; we will likely recommend creation of a new zone. We will prepare a briefing paper summarizing our analysis and outlining recommendations. These considerations will be further explained in the Zoning Strategies paper described in Subtask 1.2. Task 2 Meetings: u Work scope refinement video conferences (2 calls) Task 2 Deliverables: » Revised work scope, budget, and schedule Summary of video conference discussion Briefing paper on interim standards TASK 3: LITERATURE REVIEW AND SUMMARY AUDIT The purpose of this task is to analyze special plan areas (specific plans, form -based code areas, and specific development areas) and to pull together a comprehensive audit that will guide the comprehensive Zoning Code update. Subtask 3.1: Audit of Special Plan Areas and Citywide Design Guidelines Santa Ana has adopted a series of specific plans, form -based code area plans, and specific developments to tailor use and development standards for unique neighborhoods and districts. Close to 100 of these MIG, Inc. special plan areas exist. This approach to land use regulation can make implementation challenging for applicants and City staff, and staff is looking for ways to simplify regulation, both by using the newer specific plans and specific development plans to inform standards for the Focus Areas and to subsume built -out specific developments into existing or newly created zoning districts. In addition, the Citywide Design Guidelines apply to all types of development in the community. Given recent State legislation that requires application of objective design standards (ODS) to virtually all residential and mixed -use developments, subjective guidelines can no longer be used to review residential development applications. The MIG Team will undertake an in-depth audit of all such plans and the Citywide Design Guidelines. With regard to the plans, we will assess whether each should be retained as stand-alone plan, updated, deleted, or merged with other plans/specific developments/zoning districts. The audit will be produced in the form of an on-line matrix to allow for easy reading and tracking as to disposition of each plan area. For the Citywide Design Guidelines, we will annotate the existing document to indicate which design guidelines can be incorporated into the updated Zoning Code as ODS. Subtask 3.2: Prepare Comprehensive Chapter 41 Audit and Update Guidance Matrix Altogether, subtasks 1.2, 2.2, and 3.1 will provide guidance regarding the structure and content for the updated Zoning Code. A comprehensive audit of all Chapter 41 articles is also needed to establish guidance for the work tasks ahead. For this task, the MIG Team will complete a comprehensive audit of Chapter4l to identify all issues to be addressed and the options for addressing them, including revisions needed to respond to recently adopted General Plan policy. This audit will draw from: • Our independent review of the General Plan • Stakeholder interviews (subtask 4.2) • Recent legislation and case law • Discussions with City staff • Knowledge of best practices The audit largely will be in an online matrix format, divided into these broad categories: 1. General Plan policies to be addressed via zoning regulations 2. New State laws needing to be incorporated 3. Each of the Chapter 41 articles We expect that the matrix will be an evolving document as we progress through the update process. MIG will prepare this diagnosis in a format that can be used to track revisions during the drafting process and as a source for the preparation of staff report(s) when the draft Zoning Code goes through the public review and adoption process. We will also audit the Municipal Code for other sections that cross reference or relate to Chapter 41 to identify what updates may be needed to ensure consistency. Task 3 Meetings: Meetings to discuss the audits (3 budgeted) MIG, Inc. Task 3 Deliverables: u Audit of special plan areas and Citywide Design Guidelines Chapter 41 audit and guidance matrix TASK 4: PUBLIC ENGAGEMENT STRATEGY The public engagement subtasks will include technical meetings led by MIG and public -facing meetings and other activities led by Kearns & West. The budget reflects the level of involvement from each team member. The recent General Plan and Housing Element update programs included extensive community engagement efforts dating back to 2016: community conversations, a General Plan Advisory Group, workshops and surveys, and focused Housing Element roundtables. Our experience with zoning code update programs has shown that people generally do not engage in code update programs until the public hearing phase or unless a workshop is very narrowly focused. Thus, we have prepared the following menu of potential engagement activities. The City will select which to include based on what you believe will be most effective. You may identify alternative methods as well that can be incorporated into the program. The budget includes an allowance for all engagement tasks. Per your direction, the program will be tailored to match this budget or an alternative allocation of funds. Also, if you elect to combine outreach activities forthe code update and the separate but parallel public realm plans, we will want to define the approach through the scope refinement task. The City has received a grant from the Southern California Association of Governments (SCAG) to fund an in-depth community engagement approach for this program, with the emphasis on funding participation by community -based organizations (CBOs), reimbursing the CBOs for their time, and covering production costs of materials needed by the CBOs to engage their constituents. Ourscope and budget assume the City will contract with and coordinate with the CBOs separately from this contract. A portion of the grant funding will be used by MIG to engage with the CBOs as part of the broader work program. For all public engagement events, the MIG Team will be responsible for preparing presentation materials, leading the activities, and preparing event summaries. We will also prepare advertising materials in English and Spanish; City staff will be responsible for all media posts and other advertising. Subtask 4.1: Public Involvement Plan (PIP) Following the project kickoff meeting and in conjunction with the overall project schedule, Kearns & West will prepare a PIP which will serve as a guide to the community, stakeholder, and developer engagement process. The PIP will include elements necessary for City staff and the consultant team to create pathways for active public engagement in the planning process, and incorporate goals for participation, stakeholder list, a communications plan, programs and activities, roles and responsibilities, and a calendar. The PIP will outline how the engagement will be inclusive and how non- English speakers can participate in the process, schedule, address issues, and/or take advantage of opportunities. The project team will host a meeting with City staff and CBO partners to review the PIP and identify changes or updates. MIG, Inc. Subtask 4.2: Stakeholder Interviews To understand any concerns the development community, residents, businesses, and other stakeholders may have about the current Zoning Code— and to identify changes they would like considered —the MIG Team will conduct an intensive series of interviews with community stakeholders and developer interest groups. These will consist of one-on-one and group meetings with individuals and groups identified by City staff (in consultation with the CBO partners and MIG Team). The primary areas of interest will be the five Focus Areas. Persons or groups who may be interviewed include architects and developers, local builders and contractors, commercial and industrial property and business owners, realtors, neighborhood groups and homeowners' associations, and the Santa Ana Chamber of Commerce. We also plan to interview Code Enforcement staff, as they are in the field every day and have a keen understanding of what works and what does not. As an option, we can also interview members of the City Council and Planning Commission. City staff will be responsible for meeting logistics and scheduling meetings. We have assumed three full days of approximately one -hour individual and group interviews, to be attended by three members of the MIG Team. Some interviews can be conducted in the early evening if needed to accommodate interviewees' schedules. Many will be conducted via video conference. Participants will be encouraged to share their specific concerns about use/development standards and permitting processes, and to provide suggestions on how to address these concerns. Following completion of the interviews, we will prepare a summary memorandum for City staffs review, identifying key takeaways from the stakeholder interviews. Subtask 4.3: Zoning Symposium for the Planning Commission and City Council —OPTIONAL TASK This is an optional task not included in the budget. We propose to conduct a half -day zoning symposium with the City Council and Planning Commission early in the work program. The purpose is two -fold: 1) to provide information about the scope of the code update and key issues that must be addressed (e.g., changes to reflect General Plan policy, new laws), and 2) to hear ideas and suggestions regarding key topics being addressed (e.g., revised administrative procedures, adaptive reuse and historic preservation). The public will be invited to attend. Symposium topics will include: • How zoning codes shape the appearance and function of all land uses in a community • How communities use zoning/subdivision regulations to achieve development goals • How cities look to zoning code updates to achieve their development objectives • Transforming the City's existing Zoning Code into a more understandable, streamlined, defensible, and effective user-friendly planning implementation tool • Correlating zoning code provisions with General Plan policies and standards • State-of-the-art zoning code structure,format/style, and graphic design forcreating easy -to -use documents • Zoning districts: how many, what types, when to use overlays and combining designations • Zoning standards: type, specification, and performance -based approaches, graphicsupport, and representation • Objective design standards, form -based and performance -based codes, and hybrid codes MIG, Inc. • Content -neutral sign regulations, nonconforming uses, and other controversial regulatory issues • Steps to faster, effective, and thorough development permit review procedures The MIG Team will be responsible for organizing the symposium. Up to six team members will attend, as we may include break-out sessions requiring facilitation and note -taking. Followingthe session, MIG will prepare a summary highlighting specific policy direction given by the Council and Commission. City staff will be responsible for securing the venue and providing required noticing for the meeting. Subtask4.4: CEO Engagement 4.4.1. CBO Partner Strategy The intent of CBO and neighborhood organizational participation is to conduct grassroots outreach and engagement, thereby extending the reach of the City and the MIG Team. The Southern California Association of Governments (SCAG) has awarded the City a grant to provide resources that will enable neighborhood -based grassroots activities. While we will detail grassroots activities in the CBO Partner Strategy, examples of potential activities to be implemented by CBO partners and neighborhood organizations through the SCAG grant include but are not limited to: • Email/text messaging • Door-to-door canvassing • Community walks • Paid focus groups • Tabling at neighborhood events • Presentations at CEO and/or neighborhood meetings • Meetings -in -a -box • Volunteer appreciation gathering We will host one strategy session with City staff to discuss how best to coordinate and engage with trusted CBOs and neighborhood organizations across the City, with a focus on those along the five corridors. We will also review past approaches that have successfully engaged CBOs, neighborhood organizations, and community members so that we may best engage them in the project. During a second strategy session, the MIG Team, the City, and SCAG CBO partners will exchange information and detail the methods of grassroots engagement. These strategy sessions will enable us to identify themes, discussion topics, and methods for grassroots engagement. Our team will use this information to draft a CBO Partner Strategy, which is intended to elicit the needs, experiences, and ideas of CBOs and neighborhood organizations with respect to the Zoning Code Update. This strategy will include a timeline for engagement, tools, and resources to conduct and facilitate engagement with CBOs and neighborhood organizations, a CBO and Partner conversation guide, based on the themes and topics identified with City staff, and a CBO compensation plan. Team member Kearns & West will deliver a draft and final CEO Partner Strategy based on strategy sessions with City staff and SCAG CBO partners. MIG, Inc. 4.4.2. Grassroots Engagement Toolkit and Training The MIG Team will develop a graphic identity and a toolkit for CBOs to use for their grassroots engagement activities. The toolkit will include collateral needed for the grassroots engagement such as, but not limited to, promotional flyers, a project fact sheet, social media strategy, activity guides, posters, and an informational presentation. Printing materials for the toolkit will be the responsibility of the City and/or CBO partners and funded through the SCAG grant. We will work with City staff and the CBO partners to coordinate a Zoning Code Update grassroots engagement training intended to equip CBOs and neighborhood organizations with the project awareness and tools needed to cohesively and effectively reach and involve their networks. The MIG Team will host the training in partnership with City staff. The City's Neighborhood Initiatives and Environmental Services staff will play an important role given their relationship with the CBO partners and neighborhood organizations. The MIG Team will prepare and deliver a presentation about the Zoning Code Update, distribute the toolkit, conduct training, and facilitate role-playing exercises to prepare participants for their work in the field. 4.4.3. Manage Financial Relationships with CBOs We value the lived experience and input of our community partners, which is why we have championed community compensation strategies. CBOs, neighborhood organizations, and community members provide essential information to projects through their relational wealth and lived experience. Compensation is the best way to access this expertise; compensation not only honors that wealth and experience, but also allows individuals to avoid tradeoffs that might otherwise lead to them not participating. During our initial bi-weekly check -ins and strategy sessions, our team will learn more about Santa Ana's procurement requirements and work to build a system to financially compensate participating CBO, neighborhood organizations, and, potentially, community members. The MIG Team will also consult SCAG during a regular bi-weekly check -in to ensure compensation processes and procedures comply with grant funding requirements. We will have a dedicated team member from Kearns & West working to manage subcontracts and payments. Our team has staff accountants who will aid us in ensuring the process is user-friendly and that payments are made in a timely manner. The process development will be reviewed by City and SCAG staff; we will also ensure all payments are approved by the City and SCAG. Subtask 4.5: Community Workshop Series Our team will facilitate a series of Community Meetings with each of the five (5) Focus Area Corridor Plans: three (3) meetings in each focus area for a total of fifteen (15) meetings. Our team envisions the first focus area meeting to be structured as a Listening Workshop and the second and third meetings as hands-on Place -based Workshops. The Listening Workshops will serve to introduce the project to the community and will allow for City residents, local businesses, and stakeholders to learn about the project, and our team to hear from the community about how they understand the project area and goals. The Place- based Workshops will be used to gather feedback on specific elements of the Focus Area Corridor Plans. The workshops may include a presentation, a large group format, and small group MIG, Inc. i 0 breakout sessions designed for cross-pollination of ideas using models, hands-on activities, surveys and/or visual tools. As appropriate, workshops will include Spanish translation and/or Spanish -only breakout sessions. Our team is prepared to offer these workshops as virtual events if needed. Our team will prepare workshop notices/flyers that can be distributed by the City to promote participation. Our team will also develop a logistics plan for each series of meetings (up to three (3) logistics plans). The facilitation and preparation of workshops will include community -based organizations (CBO's). This will allow for deeper engagement in communities in each focus area, as well as the opportunity to get the word out to more community members beyond the traditional reach of the City. Subtask 4.6: Website Content and Materials Our team will provide content for and support the City Staff in providing materials for the City's website and social media including text, diagrams and imagery. Information and content will be updated throughout the process to ensure community members are informed and understand how they can participate. This will include a draft social media strategy for each series of workshops (up to 4), development of flyers or postcards and the project fact sheet created as part of the grassroots engagement toolkit in Task 4.4.2. All materials will be translated in both English and Spanish. Subtask 4.7: Digital Surveys — OPTIONAL TASK This is an optional task not included in the budget. Our team proposes using an online survey tool to share information on the project and gather input on the Zoning Code Update from the community. Our outreach team has found SurveyMonkey to be a cost-efficient yet engaging tool to gather meaningful feedback. The project team will design up to two surveys throughout the project, with additional surveys an optional task. Kearns & West has experience with digital platforms like Bang the Table (now Granicus) and Metroquest and can involve them if the City is looking for an interactive online platform for an additional fee. The surveys are not scientifically valid and will include closed questions with up to two open-ended questions. The surveys can be designed to allow one survey for each of the corridors, with options to choose which corridorto respond to and questions on the overall process. The survey will be developed in English and Spanish. Subtask 4.8: Public Outreach Summary Reports A Public Outreach Summary will be provided following each set of meetings. Summaries will focus on broad themes and ideas emerging from the workshops, along with any geographic or issue -specific input helpful to the development and refinement of the Focus Area Corridor Plans. Appendices to the summaries will include more detailed comments, sign -in sheets, completed worksheets, photos, etc. Based on information provided by the CBO partners and neighborhood organizations, the summary reports will also include the results of grassroots engagement activities. MIG, Inc. 1 Task 4 Meetings: » Stakeholder interviews (three full days) —via video conference » Grassroots Engagement Training » City Council/Planning Commission Zoning Symposium (half day) — in person - OPTIONAL » Three community workshop series of five meetings each (15 total) —via video conference/in person Task 4 Deliverables: » Public Involvement Plan » CBO Partner Strategy » Grassroots Engagement Toolkit » Grassroots Engagement Training presentation » Stakeholders interview summary » Zoning symposium summary - OPTIONAL » Community workshop summaries (three) » Social media content (biweekly) » A CBO compensation plan as part of the CBO Partner Strategy » Timely CBO payments based as laid out in the compensation plan » Management and documentation of CBO payments TASK 5: DRAFT ZONING CODE This task includes the steps necessary to produce administrative review drafts of the Zoning Code for City staff review. The drafts will be prepared as changes to individual articles, chapters, and sections, and will be provided to staff in this manner to allow for timely, focused feedback. We will use either Google Docs or SharePoint to prepare the pre -public review drafts. This allows MIG Team members to work collaboratively among themselves before providing drafts to City staff for review. City staff (Planning and Building Agency) may then work together on the documents, sharing their comments with one another and resolving any internal discussions before presenting direction to the MIG Team. Graphics and formal formatting will be completed following staff review of the second administrative draft. We, and our clients, have found this overall approach to be highly efficient. Because the comprehensive Zoning Code update will result in many code sections largely being rewritten and the entire code rearranged, we will not prepare a legislative version (strike- out/underline). Instead, we will use the tracking matrix described in subtask 3.2 to identify substantive revisions and to indicate where existing Zoning Code provisions have been relocated within the new structure. Where few changes occur, that will be indicated as well. We have planned forthe adopting ordinances to be structured to state "remove and replace" the affected code sections. If the City Attorney or others indicate that legislative redline versions are required, substantial additional costs will be incurred. Subtask 5.1: Style Sheet, Format, and Outline The MIG Team will prepare a style and word usage guide listing standard conventions and nomenclature to be used in the Zoning Code. This will be important for guiding code authors and City staff in their review. Based on the input received from staff, MIG will revise the annotated outline and style guide; one round of revisions is assumed. IJtll[Cl♦IT# We will also prepare a detailed outline of the updated Zoning Code for City staff review. This outline will be approved by City staff and will shape how the MIG Team performs its work. While minor modifications to the outline can be expected as work proceeds, any substantive changes directed by City staff once we have initiated the writing could result in rework beyond what we have budgeted and would be considered additional services. Subtask 5.2: Administrative Draft Zoning Code Amendments —Two Drafts This subtask involves preparing administrative drafts of the Zoning Code articles, chapters, and sections. The comprehensively updated Zoning Code will be prepared based on all input received from City staff, the community, City Council, and Planning Commission, plus the agreed -upon approach for the five Focus Areas. We will draft the new code to follow the new format, incorporating extensive use of tables and graphics. Key revisions to be made include: • Creating zoning districts and unique standards for the five Focus Areas (using the agreed -upon approach) • Consolidating or subsuming into other zones the regulations for built -out specific development (SD) districts to the maximum extent possible • Incorporating objective design standards for residential and mixed -use zones (as required by law), using the existing Citywide Design Guidelines as a starting point • Creating standards to address transitions between new, higher -intensity developments to lower - scale traditional neighborhoods • Introducing new uses into the Civic Center area for activation • Re-evaluating and revising open space requirements for residential developments • Update the adaptive reuse regulations to preserve historic buildings and allow conversion to housing • Incorporating buffer zone provisions for the industrial zones • Updating the sign ordinance to ensure content neutrality and address visual clutter • Rethinking and reworking parking regulations to reflect evolving travel practices and vehicle technologies • Overhauling administrative procedures to simplify procedures and create greater transparency With regard to administrative procedures, while the current code groups most in Article V, some procedures such as those related to prezoning, home occupation permits, and sign permits are scattered throughout the code. Within Article V, procedures related to specific permit types (minor exceptions, conditional use permits, and variances) are grouped with common procedures such as application filing, hearings, and public notice in one division. Subsequent divisions are dedicated to individual procedures, including amendments, development project approval, and land use certificates. Additionally, Division 2 includes allowances or requirements specific to certain uses, which may be better located with the use standards themselves. This organization and format of the review and permit procedures in the current code makes it difficult to understand, compare, and contrast the rules for gaining approval. Property owners need to easily MIG, Inc. find out what they can do with their property, including who will make the decision, how long it will take to get to yes (or no), and what can be done if one someone disagrees with the outcome. Similarly, entrepreneurs seeking locations for new businesses want to know where they can locate and what requirements will apply. A code format and development review procedures that provide the type of certainty that applicants seek are not antithetical to the public's demand for transparency and opportunities for input into the development review process. Indeed, a code that provides greater certainty for applicants can also provide certainty to residents who want to know what can be built next door and who will decide. We anticipate consolidating administrative provisions currently scattered throughout the code into one article, with the goals of: 1) streamlining certain review processes, 2) consolidating provisions to improve usability of the code and ensure consistency among processes, and 3) updating/revising any other administrative provisions that staff has found problematic. Subtask 5.3: Public Review Draft Zoning Code Based on input and direction from City staff on the second administrative draft Zoning Code, the MIG Team will prepare revisions to the updated Zoning Code for public review and distribution. The public review draft will be suitable for posting by the City on the City's website. We propose posting the Zoning Code online in a format that allows the public to interactively comment on the code provisions using Konveio. No printed copies of the public review draft are planned to be produced. Task 5 Meetings: Meetings with City staff to review administrative draft Zoning Code articles Task 5 Deliverables: a Administrative draft #1 Zoning Code (online shared files) a Administrative draft #2 Zoning Code (online shared files) » Public review draft Zoning Code — For posting on City website and Konveio TASKSB: DRAFT AND FINAL ZONING MAPS Subtask 5B.1: Prepare Draft Zoning Map The City's zoning map will need updating to be consistent with the new General Plan land use policy map. Properties within the five Focus Areas that received new land use designations will require zone changes. In addition, other properties outside of the Focus Areas have inconsistent zoning district and land use designations that will require rezoning for consistency. And, through the code update process, City staff may determine that certain special area plans could be rezoned for simplicity. Using GIS data provided by City staff for both the General Plan and zoning map, the MIG Team will prepare a consistency matrix indicating the correlation between the land use designations and zoning districts and use this to identify where inconsistencies are on the zoning map. (Working collaboratively with Planning staff, we will identify the proper zones to assign to achieve consistency and then create a draft revised zoning map for staff review. MIG, Inc. Subtask 5B.2: Prepare Public Hearing Draft and Final Zoning Maps City staff will provide a consolidated mark-up of the draft zoning map indicating revisions. The MIG Team will make the revisions to create the zoning map that will be used for public hearings and targeted outreach to property owners who will be affected by the zone changes. Following public hearings, we will prepare the final zoning map to incorporate any changes made during the public hearing process. Because the extent of these revisions cannot be known, the budget includes an allowance. All final GIS files will be delivered to the City. Subtask 5B.3: Targeted Engagement Materials for Zone Changes/Workshops — OPTIONAL TASK This is an optional task not included in the budget. We will prepare targeted engagement materials for property owners affected by the zone changes. On prior rezoning programs, we have found that most owners' questions and concerns can easily be answered prior to hearings, thus streamlining the hearing process. We will prepare informational materials consisting of a map or series of maps indicating which properties are proposed to be rezoned (from and to). This will be accompanied by text explaining the General Plan implementation focus, the new uses allowed, and any new development standards. Links will be provided to the proposed draft Zoning Code. While we envision that the materials will be web -based and interactive, with affected property owners mailed a card (by the City) directing them to the on-line information, for additional cost we can prepare a mailable brochure. MIG would prepare the brochure, with the City responsible for production and mailing. The budget assumes production of two administrative drafts and one draft for publication on the City's website. For each draft, City staff will provide one consolidated mark-up indicating direction. As one or more of the 15 public workshops included in subtask 4.4, we propose to conduct workshop(s) specifically focused on the proposed rezonings. City staff would be responsible for noticing affected property owners (facilitated by the APNs identified via GIS). MIG would prepare the workshop materials and lead the workshop. We recommend that this be conducted as an on-line workshop since many property owners may not live in Santa Ana. Task 5B Meetings » Meetings with City staff to review draft map and targeted engagement materials - OPTIONAL » Focused rezoning workshop(s) - OPTIONAL Subtask 5B Deliverables » General Plan/zoning consistency matrix (pdf) » Administrative draft zoning map (pdf) » Public hearing draft zoning map (pdf) » Final zoning map (GIS files) » Administrative draft rezoning informational materials (pdf, 2 rounds of review) -OPTIONAL » Final rezoning informational materials (pdf and source files) - OPTIONAL TASK 6: PLANNING COMMISSION AND CITY COUNCIL WORKSHOPS The purpose of this task is to have the public and decision makers review and comment on the public review draft Zoning Code, and to provide direction for any further revisions to consider as part of the public hearing process. The workshops described below are in addition to the optional Zoning Symposium in Subtask 4.3. Because the policy direction for this update will largely lie on the foundation provided by the General Plan, we propose that the workshops with Planning Commission and City Council subcommittees, as well as the full bodies, be structured to highlight how the Zoning Code update will implement established policy. This will include any required rezoning of properties (a parallel taskto be undertaken by the City). For all Commission and Council workshops, the City will be responsible for securing the venue and providing public notice. The MIG Team will prepare all presentation materials and make the presentations. Up to four team members will attend each workshop session, which we assume will be in -person events. We will prepare an action summary following each workshop but not any official minutes. Subtask 6.1 Planning Commission and City Council Subcommittee Workshops (one each) During the process of preparing the first administrative draft Zoning Code, we have planned one workshop each with Planning Commission and City Council subcommittees to explore issues for which Planning staff believes additional policy direction is needed. This may be, for example, how to assign authority for review of projects subject to objective design standards or options for requiring open space. We will work with City staff to define the topic areas. Subtask 6.2: Planning Commission Workshops (2) Once the public review draft Zoning Code has been published, we will conduct two workshops to review the new Zoning Code, highlighting significant changes to zones, development and design standards, and administrative procedures. The MIG Team will capture comments from the Planning Commission and the public and use those to prepare an action summary of revisions to consider during the public hearing process. No changes to the public review draft will be made as a result of the workshops. Subtask 6.3: City Council Workshops (2) We have budgeted for two workshops with the City Council once the public review draft Zoning Code has been published. The timing will depend upon how City staff believes the Council will want to participate: either in parallel with Planning Commission review or once the Commission has conducted its hearings and made a recommendation, but prior to formal Council hearings. The MIG Team will capture comments from the Council and the public and use those to prepare an action summary of revisions to consider during the public hearing process. No changes to the public review draft will be made as a result of the workshops. Task 6 Meetings: n Planning Commission subcommittee workshop (1) n City Council subcommittee workshop (1) a Full Planning Commission workshops (2) MIG, Inc. 1 5 a Full City Council workshops (2) Task 6 Deliverables: » Workshop presentations » Action summary of decisions for each workshop session TASK 7: CEQA COMPLIANCE The purpose of this task is to prepare environmental review to comply with the California Environmental Quality Act (CEQA). Because the City recently certified a Final Environmental Impact Report (FEIR) for the comprehensive General Plan update and the Zoning Code update will implement established policy, we have planned for preparation of an FEIR Addendum. We have used this approach for several cities where a comprehensive Zoning Code update followed adoption of a General Plan. Subtask 7.1: General Plan El Addendum MIG's dedicated environmental compliance staff will prepare an administrative draft Addendum for review by City staff. The Addendum will cover all topic areas addressed in the General Plan FEIR, tiering on the analysis to indicate that the Zoning Code update implements adopted land use policy and the implementation actions set forth in the General Plan. Where targeted additional analysis is required, such as for adaptive reuse provisions, the Addendum will provide that analysis. Following receipt of City staff comments on the first administrative draft, we will prepare a second administrative draft for final staff review. The Addendum will be published in tandem with other documents required for the public hearing process; CEQA does not require a public review and comment period for an Addendum. Task 7 Meetings: » None Task 7 Deliverables: » Administrative draft Addendum (2 rounds of review) » Addendum for the public hearing process TASK 8: PUBLIC HEARINGS The purpose of this task is to conduct formal public hearings on the updated Zoning Code. Task 8.1: Planning Commission Public Hearings (2) We have budgeted for two hearings with the Planning Commission to present the draft Zoning Code. Up to three MIG Team members will attend each hearing. Additional hearings, if required, would be billed as additional services with prior City authorization. We will prepare a PowerPoint presentation forthe hearings and present it to the Planning Commission. MIG Team members will take detailed internal notes to capture Planning Commission -directed changes. MIG. Inc. No changes to the public hearing draft will be made based on these recommended changes, but the information will be provided to the City Council as part of its hearing packet. Task 8.2: City Council Public Hearings (2) We have budgeted for two hearings with the City Council to present the draft Zoning Code and the Planning Commission's recommendations. Up to three MIG Team members will attend each hearing. Additional hearings, if required, would be billed as additional services with prior City authorization. We will prepare a PowerPoint presentation for the hearings and present it to the City Council. City staff will prepare all required staff reports and provide hearing notice. Task 8 Meetings: Planning Commission hearings (2) City Council hearings (2) Task 8 Deliverables: Presentations for public hearings Internal summary notes of Planning Commission's recommendations TASK 9: FINAL ZONING CODE The purpose of this task is to incorporate all Council- directed revisions into a final Zoning Code and provide City staff with all associated final materials. Subtask 9.1: Final Zoning Code Following final City Council direction on the Zoning Code, the MIG Team will prepare the final document to incorporate City Council direction. This version will be used for the second reading for adoption. In the budget, we have allocated a certain number of hours to prepare the final Code, assuming two rounds of review. If final City Council direction for Code revisions requires additional effort beyond that indicated, we will bill for the additional hours as additional work with prior authorization from City staff. Subtask 9.2: Assemble Graphics Package The MIG Team will assemble all graphics files in their original Illustrator, SketchUp, and other file structures used for delivery to the City (to allow the City to make any future required revisions or create new graphics). Subtask 9.3: Format and Settings Manual The RFP asks for a "manual for making required updates to the document, including formats and settings, allowing staff to make changes to the file as future text amendments are adopted." The MIG Team will deliver the final Zoning Ordinance in its adopted Word format, with all format and settings macros intact. We will prepare a brief memorandum explaining the formatting used. Task 9 Meetings: None Task 9 Deliverables: Final Zoning Code (pre -check final and final) — Word Graphics package — Illustrator, SketchUp, and other formats used Formatting memorandum TASK 10: POST -ADOPTION CEQA, TRAINING, AND CONTINGENCY FOR CHANGES The purpose of this task is to provide follow-on services to City staff to ensure the new Zoning Code works well as envisioned. Subtask 10.1: Notice of Determination We will prepare the Notice of Determination (NOD) upon final City Council action. Our work scope assumes that City staff will be responsible for posting the NOD at the County Recorder and paying associated fees. Subtask 10.2: Zoning Code Guide and Training - — OPTIONAL TASK This is an optional task not included in the budget. We will prepare a highly graphical, simple- to -navigate User-Guide/Handbook for the public that explains how to use the new Zoning Code. The handbook will contain sample graphics, tables, and flow charts, along with helpful zoning code examples that demonstrate how the public can navigate the Zoning Code and find answers to frequently asked questions/ information (e.g., residential setbacks, lot coverage, commercial building signage, accessory structure standards, etc.). The handbook will be organized in the following manner: ■ Introduction ■ Organization of the new Zoning Code ■ Purpose and Applicability of the Zoning Code ■ Zones, Allowable Uses, and Development Standards ■ Site Planning and General Development Standards ■ Standards for Specific Land Uses ■ Nonconformities ■ Permit Processing Procedures ■ Zoning Code Administration ■ Definitions ■ Format of the new Zoning Code ■ How to use the new Zoning Code ■ Reference to other applicable regulations that play an important part in the development review process We will submit the working draft document to City staff for review and comment and will facilitate meetings and/or conference calls to review and discuss staff comments. Following these discussions, we will prepare the Final Handbook and provide to the City. CIG, Inc. 1. 9 The handbook working drafts will be provided in Microsoft Word and the final document will be provided in PDF format that is internally hyperlinked for easy navigation within the handbook. The MIG Team will conduct a one -day seminar with City staff to train them on how to use the Zoning Code. In consultation with City staff, we will prepare a training seminar agenda to cover all issues of interest to staff. The seminar will include all City staff responsible for administering and enforcing the Zoning Code. Subtask 10.3: Follow-on Clean Up — OPTIONAL TASK This is an optional task not included in the budget. The updated Zoning Code will set in place new regulations and processes that may take some time for City staff to adapt to and become familiar with —and for the public as well. Also, our experience has shown that it will take several months to work out kinks that could not be anticipated due to the extensive scope of changes. For six months following adoption of the Zoning Code, staff from the MIG Team will be available to City staff to respond to staff's questions and discuss and direct possible revisions to address provisions that need adjusting. The budget provides an allowance for this task. Task 10 Meetings: One -day training seminar Task 10 Deliverables: Notice of Determination User Guide/Handbook — draft and final - OPTIONAL Follow-on code clean-up — Budgeted allowance for six months - OPTIONAL MIG, Inc. 2. 0 EXHIBIT B fee proposal 20 $4800 20 $3500 u Pro act Initiation antl Hi Meval Outline t.z BrieBn Pa er Summanzin Zonin State ies 24 _ 5760 32 55,600 is Pro'ec[ Mana emen4 Pr0'ect Team Meetin s/Calls allowance 144 $34,560 216 $37,800 Historic COntezt antl Surve - CaOrtlinatian wiN ARG t $240 4 $700 Subtoal 189 1 $45.360 272 $47,600 v 4VOnc Sco a Refinement and Kick-off Meeti 8 1 $2 800 23 Bnefin Pa ron Interim Standards 8 1 $1440 12 $21W Subtoal 14 $3,380 28 E4,900 Task3 3.1 Literature Review and Summary Audit Autlil of S ecia Area Plans antl Ci ide Desi n Guidelines 24 $5 780 40 $7000 a2 Pre re Cam rehensive Titie 4l Autlit antlU ate Guidance Matrix 18 $3840 W $B ]50 Task 4 Public Strategy SUGMeI d0 E9,e0o 80 S'15,750 4t Engagement and Implementation OeMon Public Involvement Plan 4 $700 4.3 Stakehotler Interviews 24 $4200 24 $4200 "IMOU W $10500 as Wabsite Materials antl Content 8 $1400 4a PudicOutreachSumma Re o05_ 8 $1400 Task 5: Draft Zoning Code Subtolal 108 1 $25,920 128 $22,400 5.1 S le Sheet Format and Outline 2 $480 8 $1400 5.2 sa Admininstiative Draft Zonin Cotle Amendments (2 tlrafts) Public Review Draft Zoning Cotle Amendments _ 180 $4$200 400 $70.000 40 $9,600 fi0 $10.500 Task : Draft and Final Maps •pia Subtotal 222 $53280 488 $81,900 set ere Draft Zonin, Ma, 8 $7 920 24 $4 200 5132 prepare Hearing Draft and Final Zoning Maps 6 $1 440 1 12 1 $2,100 Subtotal 14 $3,330 1 35 an and Task 6 s.1 Planning Commis ion City Council Planni Commission antl Cif• Council Workshops leach 18 $3890 S3,MO 16 $2800 ae Planni Commission WOrksho s 2 16 16 $28(10 63 Cifty, Council Workshops 2 16 $3 B40 i6 $2800 Task 7: •. Compliance Subluall 48 IE11,520 48 E8,4W 71 General Plan FEIR Addendum 2 rountls of reNew 4 $Bfi0 12 $2100 Task SUMatal 4 $Bfi0 12 82,100 8: 8.i Public Hearings Plannin Commission Public Hearin s 2 i6 $3840 16 $2800 82 C Council Pubic Hearin s 2, 16 83840 1fi 52800 Subtotal 32 E7;S80 32 E5,800 9.1 Final Zonin Cotle ♦2 rountls of review 8 $1920 24 $4 200 9.2 lAssemble Graphics Package 10 2 $350 9.3 FOrrflat antl Seltinos Manual _ _ 2 $480 6 $1 050 Task ' •• Training, and Contingency SubtOlel 10 52,400 32 E5,500 and , Notice of Deteonination for CEOA Com liance $0 $o Direct Costs Subtotal 0 $0 0 EO Subconsultent Expenses and Administration Daft Code Pnnbng (allowance) IOPTIONAL sea CBO Contract Mana ement estimate sea Ta sled Zoning Map Update Mailer Production estimate m2 ZOnIng Code Guide and Traini 2 $480 8 $1 400 tas Six -Month Tune-ups allowance 24 $5 ]60 48 $8400 Staff Trainin Materials Pnnan allowance Coordination with Corridor Plan consultant estimate MIG, Inc. Menifee Development Code Fee Proposal DesignerMID 0 I s0 1 20 $2800 Analysts 1 $0 1 4 $500 e4 $11800 6 1 $1770 1 50 $7.000 1 s0 1 4 500 116 20630 60 $17,700 1 108 1 $15,120 $0 1 108 $13,500 836 $11H,880 s0 I I $0 $0 1 1 $0 5 $840 66 $19,470 178 E24,9Z(1 0 $0 116 $14,500 821 E151,850 # $0 8 $7720 $0 8 $1000 40 8840 8 $2360 40 1 $0 2 $250 68 $it 750 8 $2.300 48 58,730 0 so 10 $1.250 108 $18,590 8 $2360 80 $17200 $0 4 $500 156 E28820 $0 40 55800 $0 5 $625 111 $18815 8 $2,360 120 E16,800 0 $0 9 $1,125 267 E45,835. $0 $0 $0 $0 6 $1 180 0 50 $7000 $0 6 $750 96 $15 ]90 0 1 $0 40 $5600 $0 24 $3000 120 $20480 24 7080 225 831500 $0 8 $1000 357 $598H0 $0 24 $3360 $0 4 $500 52 $9100 $0 880 $0 $0 10 $1 840 24 $7,080 339 $47,520 0 $0 42 $5.250 641 E10B,t70 $0 12 $1880 $0 2 $250 24 $3810 60 $17700 400 $56,000 $0 80 $10,000 1,120 $196,900 4 $1,180. 60 $8,400 $0 24 $3,000 188 $32.680 64 $18.880 472 $66,060 0 $0 108 $13,250 1 1332 $233.390 $0 60 $8400 $0 $0 92 $14520 $0 30 $4.200 $0 $0 48 $7,740 0 $0 90 $12,600 0 $0 0 $0 140 $22.260 $0 24 $3360 $0 4 $500 60 $10500 $0 24 $3360 $0 4 $500 11 60 $10500 $0 24 $3360 $0 4 $500 60 $10500 0 $0 72 $10,080 0 $0 12 $1,500 180 $31,600 01 $0 160 S30400 8 $1000 184 SMA60 0 $0 0 EO 760 $30.400 8 $1,000 184 334,480 $0 40 $5800 $0 1 6 750 78 $12990 So 32 84480 $0 1 6 1 $750 70 $11870 0 $0 72 E10,080 0 $0 1 12 $1.500 148 $24,880 $0 32 $4480 §0 4 E500 68 $11100 $0 8 s112o $0 $0 10 $1470 $0 8 $1120 $0 i6 $200D 32 E4650 0 $0 48 $6,720 0 SD 20 E2,500 110 Ei],a20 $0 $0 6 $1140 1 $125 1 7 $1265 0 $0 0 $0 6 $1.140 1 $125 1 7 1265 MIG, Inc. Menifee Development Code Fee Proposal J. principal 2 2 o 0 Harrah $540 540 $0 $0 B. Minter 16 10 80 4 Gibbons Harriet, Senyot staff $3840 2 400 $19,200 $960 M. Gibbons Mrrlwrl-faraishAs�wcwle staff i6 18 44 8 $3200 3 200 $8,600 $t fi00 M. MarthliftHei-Rarring 18 24 60 24 Mille, $3520 55 280 $13,200 $5260 "in", S 'A �rt $0 Project Totals $29050 32 050 $17$160 $8780 4 $1,080: 110 E26,400 84 E18,800 124 $27,280 0 E79,830 E243,840 0 $0 4 $960 2 00 6 $1320 $0 59520 0 $0 2 $d8o 2 $400 0 a0 SO $12 00 0 EO 6 57,440 4 $800 6 $1.320 0 $0 E22,150 0 $0 32 $]680 40 $B000 0 1 $0 $0 $92500 0 . $0 12 $2880 32 $6400 32 $7040 $0 $35135 0 $0 44 E70,580 72 $14,400 32 $7,040 o SO E77,635 0 $0 $0 $0 $0 $13970 $15150 0 50 8 $1820 16 $3200 16 $3520 $0 $24430 0 $0 0 0 $0 1 0 $0 $43480 $63960 0 $0 30 $7200 30 $6000 12 $2640 5129330 $204850 0 $0 0 $0 0 $0 0 $0 $16530 $25630 0 $0 $0 g0 $0 $19825 $21765 0 $0 38 $9.120 46 $9,200 28 $6.160 0 $223,135 $355.785 2 $540 4 $980 6 $1200 12 $2640 $0 1 $9 150 40 $10,800 180 $43.200 220 544.000 220 $4B,400 $0 $343,300 8 $2.160 24 $5,760 40 $8,000 60 $13,200 $0 $61,800 50 $13;500 208 $49.920 266 1 $53,200 292 $84,240 1 0 $0 $414.250 $0 $0 1 $0 1 1 $0 1 1 $0 $19520 $0 $0 so $0 $0 $7,740 0 $0 0 $0 0 $o 0 $0 0 $0 $22,260 0 $0 24 $5760 0 $0 1 16 1 $3520 1 $0 $19780 0 0 32 $7680 0 $0 1 20 1 $4 400 1 1 $2175 $24 755 0 $0 32 $7680 1 0 $0 1 20 1 34400 1 1 $2175 $24755 0 $0 88 $21.120 0 $0 58 I $12,320 1 0 $4,350 $%290 0 $0 0 $0 0 $0 0 1 $0 1 1 $5000 $39460 0 BD 0 b0 0 $0 0 I $0 I 0 wood $39,450 0 1 $0 1 16 $3840 0 $0 8 1 $1760 1 $0 1 $18590 $0 1 16 $3840 0 $0 B 1 $1760 1 $0 $17470 0 $0 32 a7;680 0 $0 16 $3.520 0 $0 $36,060 0 $0 36 $8640 48 $9 fi00 40 $8800 $0 $38,140 0 $0 4 $960 10 $2000 0 $0 $0 $4430 0 $0 0 SO 0 $0 0 SO g0tt $4 650 8 so 40 E9,600 56 $11,60P 40 $6,800 0 $01 $47,220 0 $0 0 so I 0 I $0 0 $0 $0 $1265 0 $0 0 $0 0 EO 0 f0 1 0 W $1,285 $87,000 $3,000 $400 $10000 o So 6 80 BD $o Eo 80 o a0 $t0o,400 150000 IlWlutles bRq{brC90[omceereYon u,400amoxmroeonamo n5,CWMegr NrMX MIG, Inc. Menifee Development Code Fee Proposal NOTICE OF COMPLIANCE CITY "A',1M I1111RINT I'IIII Pi I1111A E AND INCLUDE Ck I 111 1AGREEMENTTOT111IE CLERK CSC 1111IE COUNCIL Contractor MIG, Inc. Name: Project A-2023-176 Number: Project Agreement Between The City Of Santa Ana And Moore, lacofano, Name: Goltsman, Inc. To Provide Comprehensive Zoning Code Update Services 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 INSURANCE POLICY EXPIRATION COI DATE FILE NAME NUMBER DATE .......................................................... City-of-Santa- Ana_MIG,-Inc-_ I - AUTOMOBILE LIABILITY BA05579947 08/31/2024 10/20/2023 DEFAULT--- GA_10-20- 2023_89501423 Lpdf City-of-Santa-Ana- P MIG,-Inc- I- GENERAL LIABILITY 6801H899998 08/31/2024 08/18/2023 DEFAULT ---GA 8- 18- 2023 424145198.pdf City -of -Santa - PROFESSIONAL LIABILITY & CONTR. Ana _MIG,-Inc-_I- POLLUTION LIAB INCLUDED AEC907002005 08/31/2024 10/20/2023 DEFAULT--- GA_10-20- 2023_89501423 Lpdf City -of -Santa - WORKERS COMPENSATION AND Ana _MIG,-Inc-_1- EMPLOYERS' LIABILITY U132L553909 08/31/2024 10/20/2023 DEFAULT--- GA_10-20- .............. 2023_89501423 Lpdf Thank you, City of Santa Ana Risk Management Division in partnership with CTrax Plus Services Team 11/6/2023 2:32 PM ACCA?6r CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 6..� 1 10/20/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Jo Lusk AssuredPartners Design Professionals Insurance Services, LLC PHONE FAX 272-1465 3697 Mt. Diablo Blvd Suite 230 E M No EXt (A/C, No : Lafayette CA 94549 /�DEs i s c _ V 1 1 IALSILREN(3j A OROIJf 8JEIkAIll %A NAIC # AnniiPLicense#- 6003745 usURERA: BERKLEY INSU ANCE COMPANY 32603 INSURED MIGINCO-01 vs ra e r y sU 25674 MIG, Inc. Moore lacofano Goltsman, Inc. IN Th T e it C o 25682 800 Hearst Ave INsL IERD: The Travelers Indemnity Company 25658 Berkeley CA 94710 INS E, A Agn ate KtRF: COVERAGES Ama E cNAAAMTE40A8951 REVISION -NUMBER: THIS IS TO CERTIFY HAT C IN A T BE N C D f1 NS E�, A O R THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM f �t )NDITIO OF A N DO T SPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSU',ff -E AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHGvJN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF MM/DD POLICY EXP MM/DD LIMITS C X COMMERCIAL GENERAL LIABILITY Y Y 6801H899998 8/31/2023 8/31/2024 EACH OCCURRENCE $1,000,000 CLAIMS -MADE FxIOCCUR PREMIDAMAETORENTED PREMISES Ea occurrence $ 1,000,000 X MED EXP (Any one person) $ 10,000 Contractual Liab Included PERSONAL &ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY jE LOC PRODUCTS - COMP/OP AGG $ 2,000,000 $ OTHER: C AUTOMOBILE LIABILITY Y Y BAOS579947 8/31/2023 8/31/2024 COMBINED SINGLE LIMIT Ea accident $ 1,000,000 X BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ X PROPERTY DAMAGE Per accident $ NON -OWNED HIRED Ix AUTOS ONLY AUTOS ONLY B X UMBRELLALIAB X OCCUR Y Y CUPOH758762 8/31/2023 8/31/2024 EACH OCCURRENCE $ 10,000,000 AGGREGATE $ 10,000,000 EXCESS LAB CLAIMS -MADE DED X RETENTION $ n $ D WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANYPROPRIETOR/PARTNER/EXECUTIVE Y U1321-553909 8/31/2023 8/31/2024 X I PER OTH- STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N /A E.L. DISEASE - EA EMPLOYEE $ 1,000,000 (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 A Professional Liability& AEC907002005 8/31/2023 8/31/2024 Per Claim/5,000,000 $5,000,000/Aggr Contr. Pollution Liab Included Included DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) Umbrella Liability policy is a follow -form to its underlying Policies: General Liability/Auto Liability/Employers Liability. RFP No #23-010. Project: California Environmental Quality Act (CEQA). City of Santa Ana, its officers, officials, employees, and volunteers are named as an additional insured as respects general liability and auto liability as required per written contract. General Liability is Primary/Non-Contributory per policy form wording. Insurance coverage includes waiver of subrogation per the attached endorsement(s). CERTIFICATE HOLDER CANCELLATION 30 Day Notice of Cancellation SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF. NOTICE WILL BE DELIVERED IN City of Santa Ana ACCORDANCE WITH THE POLICY PRC 20 Civic Center Plaza (M-30) RAManagmumtDMsian P.O. Box 1988 AUTHORI D REPRESENTATIVE ' REVIEWED & APPROVED BY: Santa Ana CA 92702-1988 Risk Management Specialist © 1988-2015 ACORD ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 690-11-180998 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWMERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Names of Additional Insured Person(s) or Organ lzatilon(s): Arry person or organization that you agree in a written contract to include as an additional insured on this Coverage Part, provided that such written contract was signed by you before,and is in eflbct when, the "bodily injury" or "property damage" occurs or the "personal injury" or "advertising injury" offense is ,committed, Location of Covered Operations: Any project to which a Written contract, with the Additional Insured Person(s) or Organization(s) in the Schedule applies. (InforMAtion required to complete this Schedule, if not shown alvve, Will be shown in the Declarations) I A. Section 11 — Who Is An Insured is amended to in- clude as an additional insured the person(s) or organization(s) shown in the Schedule, but only, with respect to liability for 'bodily injury". "property damage", "personal injury' or "advertising injury' caused, in whole or in part, by: 1. Your ads or omissions; or 2. The at or omissions of those acting on your behalf; in the peftrmanoe of your ongoing operations for the additional insured(s) at the to desig- nated above. S. With rasped to the insurance afforded to these additional insureds, the following additional exclu- sions apply: This insurancedoes not apply to "bodily injury" or "`property damage" occurring, or "personal injury" or "adverIt!' g Injury" arising out of an offense committed, after: 1. All wort, including materials,, parts or equip- ment furnished in connection with such work, on the project. (other than service, mainte- nance or repairs) to be peribrmed by or on behalf of the additional insured(s) at the loca- tion of the covered operations, has been com- pleted; or 2. That portion of "your world" out of which the injury or damage arises has been put to its, in- tended use by any person or organization other than another contractor or subcontrac- tor engaged in perforating operations for a principal as a part of the same project. RA Mougement D'Mslcrn REVIEWED & APPROVED BY. CG D3 fil 03 05 4Aczv44 Copyright 2005 The St. Paul Travelers Companies, Inc. All right Risk Management Specialist rr-'ro no no 23 ncludes copyrighted material of Insurance Services Office, Inc. with its FV DATE OF ISSUE: 08/06/2023 Page I of I COMMERCIAL GENEftAL UABJLITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURE D - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part for "bodily injury" or "property damage!' includedin the, products -completed operations hazard, provided that such contract was signed by you before, and is in effect when, the "bodily injury or ",property, dernage," occurs. Location And Description Of Completed Operations Any project to which a written contract with the Additional Insured Person(s) or Organization(s) in the Schedule applies. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section 11 — Who Is An Insured is amended to Jin- olude, as an additional insured the person(s), or or- gianization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property darn - age" caused, in whole or in part, by "your work" at the CO 20 37 07 04 CG T8 04 08 23 location designated and described in the schedule of this endorsement performed, for that additional in- sured and included in the "products -completed opera- tions hazard". @ ISO Properties, Inc., 2004. RAMwuganentDMs1crn REVIEWED & APPROVED BY. 4� AaN44 Risk Management Specialist y DATE OF ISSUE: 08/06/2023 Page I of I Policy # 6801H899998 COMMERCIAL GENERAL LIABILITY c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. a. The statements in the Declarations are accurate and complete; b. Those statements are based upon representations you made to us; and c. We have issued this policy in reliance upon your representations. The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance d. Primary And Non -Contributory Insurance If laws or regulations. Required By Written Contract --->7, Separation Of Insureds If you specifically agree in a written contract or agreement that the insurance afforded to an insured under this Coverage Part must apply on a primary basis, or a primary and non- contributory basis, this insurance is primary to other insurance that is available to such insured which covers such insured as a named insured, and we will not share with that other insurance, provided that: (1) The "bodily injury' or"property damage" for which coverage is sought occurs; and (2) The "personal and advertising injury" for which coverage is sought is caused by an offense that is committed; subsequent to the signing of that contract or agreement by you. 5. Premium Audit Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" is brought. 8. Transfer Of Rights Of Recovery Against Others To Us If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. 9. When We Do Not Renew a. We will compute all premiums for this Coverage If we decide not to renew this Coverage Part, we will Part in accordance with our rules and rates. mail or deliver to the first Named Insured shown in b. Premium shown in this Coverage Part as the Declarations written notice of the nonrenewal advance premium is a deposit premium only. At not less than 30 days before the expiration date. the close of each audit period we will compute If notice is mailed, proof of mailing will be sufficient the earned premium for that period and send proof of notice. notice to the first Named Insured. The due date for audit and retrospective premiums is the date SECTION V — DEFINITIONS shown as the due date on the bill. If the sum of 1. "Advertisement" means a notice that is broadcast or the advance and audit premiums paid for the published to the general public or specific market policy period is greater than the earned segments about your goods, products or services premium, we will return the excess to the first for the purpose of attracting customers or Named Insured. supporters. For the purposes of this definition: c. The first Named Insured must keep records of a. Notices that are published include material the information we need for premium placed on the Internet or on similar electronic computation, and send us copies at such times means of communication; and as we may request. b. Regarding websites, only that part of a website 6. Representations that is about your gc - -' By accepting this policy, you agree: for the purposes oll Risk MaugmumtDMslcrt supporters I5 COn51dE � REVIEWED&APPROVED BY. of �� tq t�czve�: ®� Risk Management Specialist Page 16 of 21 © 2017 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy # 6801 H899998 COMMERCIAL GENERAL LIABILITY occupational therapist or occupational therapy assistant, physical therapist or speech -language pathologist; or (b) First aid or "Good Samaritan services" by any of your "employees" or "volunteer workers", other than an employed or volunteer doctor. Any such "employees" or "volunteer workers" providing or failing to provide first aid or "Good Samaritan services" during their work hours for you will be deemed to be acting within the scope of their employment by you or performing duties related to the conduct of your business. 3. The following replaces the last sentence of Paragraph 5. of SECTION III — LIMITS OF INSURANCE: For the purposes of determining the applicable Each Occurrence Limit, all related acts or omissions committed in providing or failing to provide "incidental medical services", first aid or "Good Samaritan services" to any one person will be deemed to be one "occurrence". 4. The following exclusion is added to Paragraph 2., Exclusions, of SECTION I — COVERAGES — COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE LIABILITY: Sale Of Pharmaceuticals that is available to any of your "employees" for "bodily injury" that arises out of providing or failing to provide "incidental medical services" to any person to the extent not subject to Paragraph 2.a.(1) of Section II — Who Is An Insured. K. MEDICAL PAYMENTS — INCREASED LIMIT The following replaces Paragraph 7. of SECTION III — LIMITS OF INSURANCE: 7. Subject to Paragraph 5. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person, and will be the higher of: a. $10,000; or b. The amount shown in the Declarations of this Coverage Part for Medical Expense Limit. L. AMENDMENT OF EXCESS INSURANCE CONDITION — PROFESSIONAL LIABILITY "Bodily injury" or "property damage" arising out of the violation of a penal statute or ordinance relating to the sale of pharmaceuticals committed by, or with the M knowledge or consent of the insured. 5. The following is added to the DEFINITIONS Section: "Incidental medical services" means: a. Medical, surgical, dental, laboratory, x- ray or nursing service or treatment, advice or instruction, or the related furnishing of food or beverages; or b. The furnishing or dispensing of drugs or medical, dental, or surgical supplies or appliances. 6. The following is added to Paragraph 4.b., Excess Insurance, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: This insurance is excess over any valid and The following is added to Paragraph 4.b., Excess Insurance, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis, that is Professional Liability or similar coverage, to the extent the loss is not subject to the professional services exclusion of Coverage A or Coverage B. BLANKET WAIVER OF SUBROGATION — WHEN REQUIRED BY WRITTEN CONTRACT OR AGREEMENT The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: If the insured has agreed in a written contract or agreement to waive that insured's right of recovery against any person or organization, we waive our right of recovery against such person or organization, but only for payments we make because of: a. "Bodily injury" or "property damage" that occurs; or b. "Personal and advertising injury" caused by an offense that is committed; collectible other insurance, whether primary, subsequent to the Sig excess, contingent or on any other basis, agreement. RAMougementDMslcrn r' REVIEWED & APPROVED BY. x CG D3 79 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. ®Wl Risk Management specialist Includes copyrighted material of Insurance Services Office, Inc. with its permis: Policy Number: BAOS579947 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BROAD FORM NAMED INSURED B. BLANKET ADDITIONAL INSURED C. EMPLOYEE HIRED AUTO D. EMPLOYEES AS INSURED E. SUPPLEMENTARY PAYMENTS — INCREASED LIMITS F. HIRED AUTO — LIMITED WORLDWIDE COV- ERAGE — INDEMNITY BASIS G. WAIVER OF DEDUCTIBLE — GLASS PROVISIONS A. BROAD FORM NAMED INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: Any organization you newly acquire or form dur- ing the policy period over which you maintain 50% or more ownership interest and that is not separately insured for Business Auto Coverage. Coverage under this provision is afforded only un- til the 180th day after you acquire or form the or- ganization or the end of the policy period, which- ever is earlier. B. BLANKET ADDITIONAL INSURED H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF USE — INCREASED LIMIT I. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT J. PERSONAL PROPERTY K. AIRBAGS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS M. BLANKET WAIVER OF SUBROGATION N. UNINTENTIONAL ERRORS OR OMISSIONS this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Section II. C. EMPLOYEE HIRED AUTO The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — COV- ERED AUTOS LIABILITY COVERAGE: An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in an "employee's" name, with your permission, while performing duties related to the conduct of your busi- ness. The following is added to Paragraph c. in A.1., 2. The following replaces Paragraph b. in B.S., Who Is An Insured, of SECTION II — COVERED Other Insurance, of SECTION IV — BUSI- AUTOS LIABILITY COVERAGE: NESS AUTO CONDITIONS: Any person or organization who is required under b. For Hired Auto Physical Damage Cover - a written contract or agreement between you and age, the following are deemed to be cov- that person or organization, that is signed and ered "autos" you own: executed by you before the "bodily injury" or (1) Any covered "auto" you lease, hire, "property damage" occurs and that is in effect rent or borrow; and during the policy period, to be named as an addi- "insured" (2) Any covered tional insured is an for Covered Autos your "emplo RAMeagementDiMsIan orz,'Fr, Liability Coverage, but only for damages to which REVIEWED&APPROVED BY. an "employ I' A Aczv44 CA T3 53 02 15 © 2015 The Travelers Indemnity Company. All rights reserved. ® Risk Management specialist Includes copyrighted material of Insurance Services Office, Inc. with its permission COMMERCIAL AUTO permission, while performing duties related to the conduct of your busi- ness. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". D. EMPLOYEES AS INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: Any "employee" of yours is an "insured" while us- ing a covered "auto" you don't own, hire or borrow in your business or your personal affairs. E. SUPPLEMENTARY PAYMENTS — INCREASED LIMITS 1. The following replaces Paragraph A.2.a.(2), of SECTION II — COVERED AUTOS LIABIL- ITY COVERAGE: (2) Up to $3,000 for cost of bail bonds (in- cluding bonds for related traffic law viola- tions) required because of an "accident" we cover. We do not have to furnish these bonds. 2. The following replaces Paragraph A.2.a.(4), of SECTION II — COVERED AUTOS LIABIL- ITY COVERAGE: (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day be- cause of time off from work. F. HIRED AUTO — LIMITED WORLDWIDE COV- ERAGE — INDEMNITY BASIS The following replaces Subparagraph (5) in Para- graph B.7., Policy Period, Coverage Territory, of SECTION IV — BUSINESS AUTO CONDI- TIONS: (5) Anywhere in the world, except any country or jurisdiction while any trade sanction, em- bargo, or similar regulation imposed by the United States of America applies to and pro- hibits the transaction of business with or within such country or jurisdiction, for Cov- ered Autos Liability Coverage for any covered "auto" that you lease, hire, rent or borrow (a) With respect to any claim made or "suit" brought outside the United States of America, the territories and possessions of the United States of America, Puerto Rico and Canada: (i) You must arrange to defend the "in- sured" against, and investigate or set- tle any such claim or "suit" and keep us advised of all proceedings and ac- tions. (ii) Neither you nor any other involved "insured" will make any settlement without our consent. (iii) We may, at our discretion, participate in defending the "insured" against, or in the settlement of, any claim or "suit". (iv) We will reimburse the "insured" for sums that the "insured" legally must pay as damages because of "bodily injury" or "property damage" to which this insurance applies, that the "in- sured" pays with our consent, but only up to the limit described in Para- graph C., Limits Of Insurance, of SECTION II — COVERED AUTOS LIABILITY COVERAGE. (v) We will reimburse the "insured" for the reasonable expenses incurred with our consent for your investiga- tion of such claims and your defense of the "insured" against any such "suit", but only up to and included within the limit described in Para- graph C., Limits Of Insurance, of SECTION II — COVERED AUTOS LIABILITY COVERAGE, and not in addition to such limit. Our duty to make such payments ends when we have used up the applicable limit of insurance in payments for damages, settlements or defense expenses. (b) This insurance is excess over any valid and collectible other insurance available to the "insured" whether primary, excess, contingent or on any other basis. without a driver for a penod of 30 days or less (c) This insurance is not a substitute for re - and that is not an "auto" you lease, hire, rent quired or compulsory insurance in any or borrow from any of your "employees", country outside the United States. its ter - partners (if you are a partnership), members ritories and poss (if you are a limited liability company) or Canada. ;"°"`"`E Risk MaugementDMslcrn members of their households. REVIEWED & APPROVED BY. °I A Aczv4: Page 2 of 4 © 2015 The Travelers Indemnity Company. All rights reserved. ® Risk Management specialist Includes copyrighted material of Insurance Services Office, Inc. with its permission COMMERCIAL AUTO You agree to maintain all required or compulsory insurance in any such coun- try up to the minimum limits required by local law. Your failure to comply with compulsory insurance requirements will not invalidate the coverage afforded by this policy, but we will only be liable to the same extent we would have been liable had you complied with the compulsory in- surance requirements. (d) It is understood that we are not an admit- ted or authorized insurer outside the United States of America, its territories and possessions, Puerto Rico and Can- ada. We assume no responsibility for the furnishing of certificates of insurance, or for compliance in any way with the laws of other countries relating to insurance. G. WAIVER OF DEDUCTIBLE — GLASS The following is added to Paragraph D., Deducti- ble, of SECTION III — PHYSICAL DAMAGE COVERAGE: No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF USE — INCREASED LIMIT The following replaces the last sentence of Para- graph A.4.b., Loss Of Use Expenses, of SEC- TION III — PHYSICAL DAMAGE COVERAGE: However, the most we will pay for any expenses for loss of use is $65 per day, to a maximum of $750 for any one "accident". I. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT The following replaces the first sentence in Para- graph A.4.a., Transportation Expenses, of SECTION III — PHYSICAL DAMAGE COVER- AGE: (2) In or on your covered "auto" This coverage applies only in the event of a total theft of your covered "auto". No deductibles apply to this Personal Property coverage. K. AIRBAGS The following is added to Paragraph B.3., Exclu- sions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does not apply to "loss" to one or more airbags in a covered "auto" you own that in- flate due to a cause other than a cause of "loss" set forth in Paragraphs A.1.b. and A.1.c., but only: a. If that "auto" is a covered "auto" for Compre- hensive Coverage under this policy; b. The airbags are not covered under any war- ranty; and c. The airbags were not intentionally inflated. We will pay up to a maximum of $1,000 for any one "loss". L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS The following is added to Paragraph A.2.a., of SECTION IV — BUSINESS AUTO CONDITIONS: Your duty to give us or our authorized representa- tive prompt notice of the "accident" or "loss" ap- plies only when the "accident" or "loss" is known to: (a) You (if you are an individual); (b) A partner (if you are a partnership); (c) A member (if you are a limited liability com- pany); (d) An executive officer, director or insurance manager (if you are a corporation or other or- ganization); or (e) Any "employee" authorized by you to give no- tice of the "accident" or "loss". We will pay up to $50 per day to a maximum of M. BLANKET WAIVER OF SUBROGATION $1,500 for temporary transportation expense in- The following replaces Paragraph A.S., Transfer curred by you because of the total theft of a cov- Of Rights Of Recovery Against Others To Us, ered "auto" of the private passenger type. of SECTION IV — BUSINESS AUTO CONDI- J. PERSONAL PROPERTY TIONS : The following is added to Paragraph A.4., Cover- S. Transfer Of Rights Of Recovery Against age Extensions, of SECTION III — PHYSICAL Others To Us DAMAGE COVERAGE: We waive any right of recovery we may have Personal Property against any person or organization to the ex- tent required of you by a written contract We will pay up to $400 for "loss" to wearing ap- signed and execute parel and other personal property which is: or "loss", provided th RAMwugementDMsIcn �� orz,F (1) Owned by an "insured"; and arises out of oper o� REVIEWED & APPROVED BY. , . R AaN� CA T3 53 02 15 © 2015 The Travelers Indemnity Company. All rights reserved. ® Risk Management specialist Includes copyrighted material of Insurance Services Office, Inc. with its permission COMMERCIAL AUTO such contract. The waiver applies only to the person or organization designated in such contract. N. UNINTENTIONAL ERRORS OR OMISSIONS The following is added to Paragraph B.2., Con- cealment, Misrepresentation, Or Fraud, of SECTION IV — BUSINESS AUTO CONDITIONS: The unintentional omission of, or unintentional error in, any information given by you shall not prejudice your rights under this insurance. How- ever this provision does not affect our right to col- lect additional premium or exercise our right of cancellation or non -renewal. orz,N�F RA ManagementDMslcrn r' REVIEWED & APPROVED BY. x n of tqz Aczv44 Page 4 of 4 © 2015 The Travelers Indemnity Compa ny. All rights reserved . ® Risk Management specialist Includes copyrighted material of Insurance Services Office, Inc. with its permission Policy#: BAOS579947 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM PROVISIONS 1. The following is added to Paragraph A.1.c., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: This includes any person or organization who you are required under a written contract or agreement between you and that person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to name as an additional insured for Covered Autos Liability Coverage, but only for damages to which this insurance applies and only to the extent of that person's or organization's liability for the conduct of another "insured". 2. The following is added to Paragraph B.5., Other Insurance of SECTION IV — BUSINESS AUTO CONDITIONS: Regardless of the provisions of paragraph a. and paragraph d. of this part 5. Other Insurance, this insurance is primary to and non-contributory with applicable other insurance under which an additional insured person or organization is the first named insured when the written contract or agreement between you and that person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, requires this insurance to be primary and non-contributory. orz,N�F RiskManagmumtDMsian REVIEWED & APPROVED BY: CA T4 74 02 16 © 2016 The Travelers Indemnity Company. All rights reserved. A AaN4 r Includes copyrighted material of Insurance Services Office, Inc. with its permission. ®', �1 Risk Management Specialist TRAVELERS!' WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76 ( A) — POLICY NUMBER: UB2L553909 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA (BLANKET WAIVER) 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. The additional premium for this endorsement shall be % of the California workers' compensation pre- mium. Schedule Person or Organization Job Description Any Person or organization for which the insured has agreed by written contract executed prior to loss to furnish this waiver. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) oR,N F Risk ManagementD'Mslcn REVIEWED & APPROVED BY. Insurance Company Countersigned by The Travelers Indemnity Company — Risk Management Specialist DATE OF ISSUE: 10/20/2023 ACOR" CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 10/22/2024 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 AssuredPartners Design Professionals Insurance Services, LLC 3697 Mt. Diablo Blvd Suite 230 CA 94549 CONTACT NAME: Annl Owens PHONE FAX A/C No EXt: 510-272-1465 (A/c, No): E-MLafayette ADDRESS: CertsDesignPro@AssuredPartners.com INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: BERKLEY INSURANCE COMPANY 32603 License#:6003745 INSURED MIGINCO-01 MIG, Inc. Moore Iacofano Goltsman, Inc. INSURER B: Travelers Property Casualty Company of America 25674 INsuRERc: The Travelers Indemnity Company of Connecticut 25682 INSURERD: 800 Hearst Ave Berkeley CA 94710 INSURERE: INSURER F : COVERAGES CERTIFICATE NUMBER: 168838058 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF MM/DD POLICY EXP MM/DD LIMITS C X COMMERCIAL GENERAL LIABILITY Y Y 6801H899998 8/31/2024 8/31/2025 EACH OCCURRENCE $1,000,000 CLAIMS -MADE � OCCUR PREMISES DAMAGE TO PREMISES Ea occurrence) ccurrence $ 1,000,000 X MED EXP (Any one person) $ 10,000 Contractual Liab Included PERSONAL &ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY � PECOT- LOC PRODUCTS - COMP/OP AGG $ 2,000,000 $ OTHER: C AUTOMOBILE LIABILITY Y Y BAOS579947 8/31/2024 8/31/2025 COMBINED SINGLE LIMIT Ea accident $ 1,000,000 X BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ X FIR ERTYDAMAGE Per accident $ HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY B X UMBRELLALIAB X OCCUR Y Y CUPOH758762 8/31/2024 8/31/2025 EACH OCCURRENCE $ 10,000,000 AGGREGATE $ 10,000,000 EXCESS LAB CLAIMS -MADE DED X RETENTION $ n $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N Y U1321-553909 8/31/2024 8/31/2025 X PER OTH- STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ 1,000,000 OFFICE R/MEMBER EXCLUDED? FN] N /A E.L. DISEASE - EA EMPLOYEE $ 1,000,000 (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 A ProfessionalLiability & AEC908003406 10/31/2024 8/31/2025 Per Claim/5,000,000 $5,000,000/Aggr Contr. Pollution Liab Included Included DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) The Umbrella Policy is follow form to its underlying Policies: General Liability/Auto Liability/Employers Liability. Re: Santa Ana General Plan Technical Studies PS1, PS3 and PS8 - The City of Santa Ana is named as Additional Insured as respects General and Auto Liability as required per written contract or agreement. Insurance coverage includes Waiver of Subrogation per the attached. CERTIFICATE HOLDER CANCELLATION 30 Day Notice of Cancellation SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN The City of Santa Ana ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Sona Mooradian 20 Civic Center Plaza AUTHORIZED REPRESENTATIVE Santa Ana CA 92702 ACORD 25 (2016/03) The ACORD name and logo are registered APPROVED By Cynthia Mora at 3:14 pm, Oct 30, 2024 A� " CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 8/26/2024 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 AssuredPartners Design Profe ionals Insurance lervices, LLC 3697 Mt. Diablo Blvd Suite 23 Lafayette CA 94549 AIN CONTACTNAME: Anni Owens P,aHic°NN Ext : 10-2 2- • E-MAIL — ADDRESS: Ce F` Desl n sure ners.co RER(S) AFFORDING VERAGE NAIC # � I e INSURERA: BF n C 32603 License#: 6003745 INSURED MIGINCO-01 MIG, Inc. Moore lacofano Goltsman, IAceived INSURER B: T ayei rs Prope'Roy Casualty Company of America 25674 25682 INsuRERc • i�he Tr v. }9ItteFlit a U `�- • C n is t • Hearst Ave URER r ; Berkeley CA 94710 Berkeley u cE'.E, 1 � I'SU'.ER F : • • COVERAGES CERTIFICATE NUMBER: 1921223621 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR OF INSURANCE ADDLSUBRTYPE INSD WVD POLICY NUMBER EFF MM/DDPOLICY/YYYY Y EXP MM DD/YYYY LIMITS C X COMMERCIAL GENERAL LIABILITY Y Y 6801H899998 8/31/2024 8/31/2025 EACH OCCURRENCE $1,000,000 FIV-1 CLAIMS -MADE OCCUR DA AGE To RENTED 'REM SES (E. occurrence) $ 1,000,000 X MED EXP (Any one person) $ 10,000 Contractual Liab Included PERSONAL & ADV INJURY $1,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 � PECOT- LOC PPOLICY PRODUCTS - COMP/OP AGG $ 2,000,000 $ OTHER: C AUTOMOBILE LIABILITY Y Y BADS579947 8/31/2024 8/31/2025 COMBINED SINGLE LIMIT Ea accident $1,000,000 BODILY INJURY (Per person) $ X ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ X HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY B X UMBRELLA LIAB X OCCUR Y Y CUPOH758762 8/31/2024 8/31/2025 EACH OCCURRENCE $10,000,000 AGGREGATE $ 10,000,000 EXCESS LIAB CLAIMS -MADE DED X RETENTION $ n $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N Y UB2L553909 8/31/2024 8/31/2025 X PER OTH- STATUTE ER ANYPROPRIETOFUPARTNEFUEXECUTIVE E.L. EACH ACCIDENT $1,000,000 OFFICEFUMEMBEREXCLUDED? N/A E.L. DISEASE - EA EMPLOYEE $ 1,000,000 (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 A Professional Liability & AEC907002005 8/31/2023 10/31/2024 Per Claim/5,000,000 $5,000,000/Aggr Contr. Pollution Liab Included Included DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The Umbrella Policy is follow form to its underlying Policies: General Liability/Auto Liability/Employers Liability. RFP No. 23-010. Project: California Environmental Quality Act (CEQA). City of Santa Ana, its officers, officials, employees, and volunteers are named as an additional insured as respects general liability and auto liability as required per written contract. General Liability is Primary/Non-Contributory per policy form wording. Insurance coverage includes waiver of subrogation per the attached endorsement(s). CERTIFICATE HOLDER CANCELLATION 30 Day Notice of Cancellation SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF. NOTICE WILL BE DELIVERED IN City of Santa Ana ACCORDANCE WITH THE POLICY PRC 20 Civic Center Plaza (M-30) Risk ManagemadDivision P.O. Box 1988 AUTHORIZED REPRESENTATIVE 3I,, 'zREmEWED & APPROVED BY. Santa Ana CA 92702-1988 `i,�;¢ f�cevedo ® Risk Management Specialist ©1988-2015 ACORD ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY POLICY NUMBER: 6801H899998 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organ izati on (s): Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part for "bodily injury" or "property damage" included in the "products - completed operations hazard", provided that such contract was signed and executed by you before, and is in effect when, the bodily injury or property damage occurs. Location And Description Of Completed Operations Any project to which an applicable contract described in the Name of Additional Insured Person(s) or Organization(s) section of this Schedule applies. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II — Who Is An Insured is amended to in- clude as an additional insured the person(s) or or- ganization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property dam- age" caused, in whole or in part, by "your work" at the location designated and described in the schedule of this endorsement performed for that additional in- sured and included in the "products -completed opera- tions hazard". oa„ E Risk Managmmt M is cm REVIEWED & APPROVED BY. Risk Management Specialist CG 20 37 07 04 © ISO Properties, Inc., 2004 CG T8 02 XX XX DATE OF ISSUE: 08/31/2024 COMMERCIAL GENERAL LIABILITY POLICY NUMBER 6801H899998 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Names of Additional Insured Person(s) or Organ izati on (s): Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part, provided that such written contract was signed by you before, and is in effect when, the "bodily injury" or "property damage" occurs or the "personal injury" or "advertising injury" offense is committed. Location of Covered Operations: Any project to which a written contract with the Additional Insured Person(s) or Organization(s) in the Schedule applies. (Information required to complete this Schedule, if not shown above, will be shown in the Declarations.) A. Section II — Who Is An Insured is amended to in- clude as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage", "personal injury" or "advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) desig- nated above. B. With respect to the insurance afforded to these additional insureds, the following additional exclu- sions apply: This insurance does not apply to "bodily injury" or "property damage" occurring, or "personal injury" or "advertising injury" arising out of an offense committed, after: 1. All work, including materials, parts or equip- ment furnished in connection with such work, on the project (other than service, mainte- nance or repairs) to be performed by or on behalf of the additional insured(s) at the loca- tion of the covered operations has been com- pleted; or 2. That portion of "your work" out of which the injury or damage arises has been put to its in- tended use by any person or organization other than another contractor or subcontrac- tor engaged in performing operations for a principal as a part of the same project. oa„ A RA Management Di SIM °<* REVIEWED & APPROVED BY. CG D3 61 03 05 Copyright 2005 The St. Paul Travelers Companies, Inc. All rights re: ~-r Risk Management Specialist CG T8 01 XX XX Includes copyrighted material of Insurance Services Office, Inc. with its DATE OF ISSUE: 08/31/2024 Policy # 68011-1899998 COMMERCIAL GENERAL LIABILITY c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. d. Primary And Non -Contributory Insurance If Required By Written Contract If you specifically agree in a written contract or agreement that the insurance afforded to an insured under this Coverage Part must apply on a primary basis, or a primary and non- contributory basis, this insurance is primary to other insurance that is available to such insured which covers such insured as a named insured, and we will not share with that other insurance, provided that: (1) The "bodily injury' or "property damage" for which coverage is sought occurs; and (2) The "personal and advertising injury" for which coverage is sought is caused by an offense that is committed; subsequent to the signing of that contract or agreement by you. 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. 6. Representations By accepting this policy, you agree: Page 16 of 21 a. The statements in the Declarations are accurate and complete; b. Those statements are based upon representations you made to us; and c. We have issued this policy in reliance upon your representations. The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. ;-7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" is brought. Transfer Of Rights Of Recovery Against Others To Us If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V — DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: b. Notices that are published include material placed on the Internet or on similar electronic means of communication; and Regarding websites, only that part of a website that is about your gc - -' for the purposes of Risk supporters is conside © 2017 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. Manageimet Policy # 6801 H899998 COMMERCIAL GENERAL LIABILITY occupational therapist or occupational therapy assistant, physical therapist or speech -language pathologist; or (b) First aid or "Good Samaritan services" by any of your "employees" or "volunteer workers", other than an employed or volunteer doctor. Any such "employees" or "volunteer workers" providing or failing to provide first aid or "Good Samaritan services" during their work hours for you will be deemed to be acting within the scope of their employment by you or performing duties related to the conduct of your business. 3. The following replaces the last sentence of Paragraph 5. of SECTION III — LIMITS OF INSURANCE: For the purposes of determining the applicable Each Occurrence Limit, all related acts or omissions committed in providing or failing to provide "incidental medical services", first aid or "Good Samaritan services" to any one person will be deemed to be one "occurrence". 4. The following exclusion is added to Paragraph 2., Exclusions, of SECTION I — COVERAGES — COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE LIABILITY: Sale Of Pharmaceuticals that is available to any of your "employees" for "bodily injury" that arises out of providing or failing to provide "incidental medical services" to any person to the extent not subject to Paragraph 2.a.(1) of Section II — Who Is An Insured. K. MEDICAL PAYMENTS — INCREASED LIMIT The following replaces Paragraph 7. of SECTION III — LIMITS OF INSURANCE: 7. Subject to Paragraph 5. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person, and will be the higher of: a. $10,000; or b. The amount shown in the Declarations of this Coverage Part for Medical Expense Limit. L. AMENDMENT OF EXCESS INSURANCE CONDITION — PROFESSIONAL LIABILITY "Bodily injury" or "property damage" arising out of the violation of a penal statute or ordinance relating to the sale of pharmaceuticals committed by, or with the M knowledge or consent of the insured. 5. The following is added to the DEFINITIONS Section: "Incidental medical services" means: a. Medical, surgical, dental, laboratory, x- ray or nursing service or treatment, advice or instruction, or the related furnishing of food or beverages; or b. The furnishing or dispensing of drugs or medical, dental, or surgical supplies or appliances. 6. The following is added to Paragraph 4.b., Excess Insurance, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: This insurance is excess over any valid and The following is added to Paragraph 4.b., Excess Insurance, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis, that is Professional Liability or similar coverage, to the extent the loss is not subject to the professional services exclusion of Coverage A or Coverage B. BLANKET WAIVER OF SUBROGATION — WHEN REQUIRED BY WRITTEN CONTRACT OR AGREEMENT The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: If the insured has agreed in a written contract or agreement to waive that insured's right of recovery against any person or organization, we waive our right of recovery against such person or organization, but only for payments we make because of: a. "Bodily injury" or "property damage" that occurs; or b. "Personal and advertising injury" caused by an offense that is committed; collectible other insurance, whether primary, subsequent to the Sig excess, contingent or on any other basis, agreement. RAMmagmwtDIAslon r% REVIEWED & APPROVED BY. 1 Af, Aceue. Amu= CG D3 79 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. �1r Risk Managementspecialist Includes copyrighted material of Insurance Services Office, Inc. with its permis: Policy Number: BAOS579947 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BROAD FORM NAMED INSURED B. BLANKET ADDITIONAL INSURED C. EMPLOYEE HIRED AUTO D. EMPLOYEES AS INSURED E. SUPPLEMENTARY PAYMENTS — INCREASED LIMITS F. HIRED AUTO — LIMITED WORLDWIDE COV- ERAGE — INDEMNITY BASIS G. WAIVER OF DEDUCTIBLE — GLASS PROVISIONS A. BROAD FORM NAMED INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: Any organization you newly acquire or form dur- ing the policy period over which you maintain 50% or more ownership interest and that is not separately insured for Business Auto Coverage. Coverage under this provision is afforded only un- til the 180th day after you acquire or form the or- ganization or the end of the policy period, which- ever is earlier. B. BLANKET ADDITIONAL INSURED The following is added to Paragraph c. in A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect Burin the olic eriod to be named as an addi- H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF USE — INCREASED LIMIT I. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT J. PERSONAL PROPERTY K. AIRBAGS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS M. BLANKET WAIVER OF SUBROGATION N. UNINTENTIONAL ERRORS OR OMISSIONS this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Section II. C. EMPLOYEE HIRED AUTO 1. The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — COV- ERED AUTOS LIABILITY COVERAGE: An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in an "employee's" name, with your permission, while performing duties related to the conduct of your busi- ness. 2. The following replaces Paragraph b. in B.S., Other Insurance, of SECTION IV — BUSI- NESS AUTO CONDITIONS: b. For Hired Auto Physical Damage Cover- age, the following are deemed to be cov- ered "autos" you own: (1) Any covered "auto" you lease, hire, rent or borrow; and g p y p 1 (2) Any covered tional insured is an "insured" for Covered Autos our "em lo, RAManag�merttDiAslm LiabilityCoverage, but only for damages to which "�R'"`A 9 Y 9 an "employ 3' RemEWEo&APPROVED BY. CA T3 53 02 15 © 2015 The Travelers Indemnity Company. All rights reserved. �—J Risk Management Specialist Includes copyrighted material of Insurance Services Office, Inc. with its permission COMMERCIAL AUTO permission, while performing duties related to the conduct of your busi- ness. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". D. EMPLOYEES AS INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: Any "employee" of yours is an "insured" while us- ing a covered "auto" you don't own, hire or borrow in your business or your personal affairs. E. SUPPLEMENTARY PAYMENTS — INCREASED LIMITS 1. The following replaces Paragraph A.2.a.(2), of SECTION II — COVERED AUTOS LIABIL- ITY COVERAGE: (2) Up to $3,000 for cost of bail bonds (in- cluding bonds for related traffic law viola- tions) required because of an "accident" we cover. We do not have to furnish these bonds. 2. The following replaces Paragraph A.2.a.(4), of SECTION II — COVERED AUTOS LIABIL- ITY COVERAGE: (a) With respect to any claim made or "suit" brought outside the United States of America, the territories and possessions of the United States of America, Puerto Rico and Canada: (i) You must arrange to defend the "in- sured" against, and investigate or set- tle any such claim or "suit" and keep us advised of all proceedings and ac- tions. (ii) Neither you nor any other involved "insured" will make any settlement without our consent. (iii) We may, at our discretion, participate in defending the "insured" against, or in the settlement of, any claim or "suit". (iv) We will reimburse the "insured" for sums that the "insured" legally must pay as damages because of "bodily injury" or "property damage" to which this insurance applies, that the "in- sured" pays with our consent, but only up to the limit described in Para- graph C., Limits Of Insurance, of SECTION II — COVERED AUTOS LIABILITY COVERAGE. (4) All reasonable expenses incurred by the (v) We will reimburse the "insured" for "insured" at our request, including actual the reasonable expenses incurred loss of earnings up to $500 a day be- with our consent for your investiga- cause of time off from work. tion of such claims and your defense of the "insured" against any such F. HIRED AUTO — LIMITED WORLDWIDE COV- "suit", but only up to and included ERAGE — INDEMNITY BASIS within the limit described in Para - The following replaces Subparagraph (5) in Para- graph C., Limits Of Insurance, of graph B.7., Policy Period, Coverage Territory, SECTION II — COVERED AUTOS of SECTION IV — BUSINESS AUTO CONDI- LIABILITY COVERAGE, and not in TIONS: addition to such limit. Our duty to make such payments ends when we (5) Anywhere in the world, except any country or have used up the applicable limit of jurisdiction while any trade sanction, em- insurance in payments for damages, bargo, or similar regulation imposed by the settlements or defense expenses. United States of America applies to and pro- hibits the transaction of business with or (b) This insurance is excess over any valid within such country or jurisdiction, for Cov- and collectible other insurance available ered Autos Liability Coverage for any covered to the "insured" whether primary, excess, "auto" that you lease, hire, rent or borrow contingent or on any other basis. without a driver for a period of 30 days or less (c) This insurance is not a substitute for re - and that is not an "auto" you lease, hire, rent quired or compulsory insurance in any or borrow from any of your "employees", country outside the United States. its ter - partners (if you are a partnership), members ritories and poss (if you are a limited liability company) or members of their households. Canada. RAManagm't "tMisl 3��'� REVIEWED&APPRavmBY. `1fii1;111,tJr' �a•�:.e �czuedo Risk Management Specialist Page 2 of 4 ©2015 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission COMMERCIAL AUTO You agree to maintain all required or compulsory insurance in any such coun- try up to the minimum limits required by local law. Your failure to comply with compulsory insurance requirements will not invalidate the coverage afforded by this policy, but we will only be liable to the same extent we would have been liable had you complied with the compulsory in- surance requirements. (d) It is understood that we are not an admit- ted or authorized insurer outside the United States of America, its territories and possessions, Puerto Rico and Can- ada. We assume no responsibility for the furnishing of certificates of insurance, or for compliance in any way with the laws of other countries relating to insurance. G. WAIVER OF DEDUCTIBLE — GLASS (2) In or on your covered "auto". This coverage applies only in the event of a total theft of your covered "auto". No deductibles apply to this Personal Property coverage. K. AIRBAGS The following is added to Paragraph B.3., Exclu- sions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does not apply to "loss" to one or more airbags in a covered "auto" you own that in- flate due to a cause other than a cause of "loss" set forth in Paragraphs A.1.b. and A.1.c., but only: a. If that "auto" is a covered "auto" for Compre- hensive Coverage under this policy; b. The airbags are not covered under any war- ranty; and The following is added to Paragraph D., Deducti- ble, of SECTION III — PHYSICAL DAMAGE COVERAGE: No deductible for a covered "auto" will apply to L. glass damage if the glass is repaired rather than replaced. H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF USE — INCREASED LIMIT The following replaces the last sentence of Para- graph AA.b., Loss Of Use Expenses, of SEC- TION III — PHYSICAL DAMAGE COVERAGE: However, the most we will pay for any expenses for loss of use is $65 per day, to a maximum of $750 for any one "accident". PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT The following replaces the first sentence in Para- graph A.4.a., Transportation Expenses, of SECTION III — PHYSICAL DAMAGE COVER- AGE: c. The airbags were not intentionally inflated. We will pay up to a maximum of $1,000 for any one "loss". NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS The following is added to Paragraph A.2.a., of SECTION IV — BUSINESS AUTO CONDITIONS: Your duty to give us or our authorized representa- tive prompt notice of the "accident" or "loss" ap- plies only when the "accident" or "loss" is known to: (a) You (if you are an individual); (b) A partner (if you are a partnership); (c) A member (if you are a limited liability com- pany); (d) An executive officer, director or insurance manager (if you are a corporation or other or- ganization); or (e) Any "employee" authorized by you to give no- tice of the "accident" or "loss". We will pay up to $50 per day to a maximum of M. BLANKET WAIVER OF SUBROGATION $1,500 for temporary transportation expense in- The following replaces Paragraph A.S., Transfer curred by you because of the total theft of a cov- Of Rights Of Recovery Against Others To Us, ered "auto" of the private passenger type. of SECTION IV — BUSINESS AUTO CONDI- J. PERSONAL PROPERTY TIONS : The following is added to Paragraph AA., Cover- S. Transfer Of Rights Of Recovery Against age Extensions, of SECTION III — PHYSICAL Others To Us DAMAGE COVERAGE: We waive any right of recovery we may have Personal Property against any person or organization to the ex- tent required of you by a written contract We will pay up to $400 for "loss" to wearing ap- signed and execute parel and other personal property which is: or 'loss", provided th RA ManagementMislm a „ oa,NA (1) Owned by an "insured"; and arises out of oper 3� , � REVIEWED & APPROVED BY. `'l tin la 1r= A3.�te A�Zu� CA T3 53 02 15 © 2015 The Travelers Indemnity Company. All rights reserved. Risk Management Specialist Includes copyrighted material of Insurance Services Office, Inc. with its permission COMMERCIAL AUTO such contract. The waiver applies only to the person or organization designated in such contract. N. UNINTENTIONAL ERRORS OR OMISSIONS The following is added to Paragraph B.2., Con- cealment, Misrepresentation, Or Fraud, of SECTION IV — BUSINESS AUTO CONDITIONS: The unintentional omission of, or unintentional error in, any information given by you shall not prejudice your rights under this insurance. How- ever this provision does not affect our right to col- lect additional premium or exercise our right of cancellation or non -renewal. oa, E RA htanagmertt M isicm REVIEWED & APPROVED BY. Page 4 of 4 ©2015 The Travelers Indemnity Compa ny. All rights reserved . Risk Management Specialist Includes copyrighted material of Insurance Services Office, Inc. with its permission Policy#: BAOS579947 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM PROVISIONS 1. The following is added to Paragraph A.1.c., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: This includes any person or organization who you are required under a written contract or agreement between you and that person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to name as an additional insured for Covered Autos Liability Coverage, but only for damages to which this insurance applies and only to the extent of that person's or organization's liability for the conduct of another "insured". 2. The following is added to Paragraph B.S., Other Insurance of SECTION IV — BUSINESS AUTO CONDITIONS: Regardless of the provisions of paragraph a. and paragraph d. of this part S. Other Insurance, this insurance is primary to and non-contributory with applicable other insurance under which an additional insured person or organization is the first named insured when the written contract or agreement between you and that person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, requires this insurance to be primary and non-contributory. oa, E RA Managmmertt M isicm % REVIEWED & APPROVED BY. CA T4 74 02 16 © 2016 The Travelers Indemnity Company. All rights reserved. r?;Q �czuedo Includes copyrighted material of Insurance Services Office, Inc. with its permission. �'•, ��r Risk Management Specialist TRAVELERS!' WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76 ( A) — POLICY NUMBER: U1321-553909 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA (BLANKET WAIVER) 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. The additional premium for this endorsement shall be % of the California workers' compensation pre- mium. Schedule Person or Organization Job Description Any Person or organization for which the insured has agreed by written contract executed prior to loss to furnish this waiver. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Risk ManWmadDMsion REVIEWED & APPROVED BY. Insurance Company Countersigned by A AaN44 Travelers Property Casualty Company of America Risk Management Specialist DATE OF ISSUE: 8/26/2024 79/9/2025 E(MM/DD/YYYY) A�" CERTIFICATE OF LIABILITY INSURANCE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Annl Owens AssuredPartners Design Professionals Insurance Services, LLC PHONE FAX 3697 Mt. Diablo Blvd Suite 230 A/C No Ext: 510-272-1465 (A/c,No): E-MLafayette CA 94549 ADDRESS: CertsDesignPro@AssuredPartners.com INSURER(S)AFFORDING COVERAGE NAIC# License#:6003745 INSURERA: BERKLEY INSURANCE COMPANY 32603 INSURED MIGINCO-01 INSURER B:Travelers Property Casualty Company of America 25674 MIG, Inc. Moore Iacofano Goltsman, Inc. INsuRERc:The Travelers Indemnity Company of Connecticut 25682 800 Hearst Ave INSURERD: National Indemnity Company 20087 Berkeley CA 94710 INSURERE: Twin City Fire Insurance Company 29459 INSURER F: COVERAGES CERTIFICATE NUMBER:1591360611 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MM/DD MM/DD B X COMMERCIAL GENERAL LIABILITY Y Y 6801H899998 8/31/2025 8/31/2026 EACH OCCURRENCE $1,000,000 CLAIMS-MADE � OCCUR PREMISES DAMAGE TO PREMISES Ea occurrence) ccurrence $1,000,000 X Contractual Liab MED EXP(Any one person) $10,000 Included PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY� PECOT- LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: $ C AUTOMOBILE LIABILITY Y Y BAOS579947 8/31/2025 8/31/2026 COMBINED SINGLE LIMIT $1,000,000 Ea accident X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED LX NON-OWNED FIR ERTYDAMAGE $ AUTOS ONLY AUTOS ONLY Per accident B X UMBRELLALIAB X OCCUR Y Y CUPOH758762 8/31/2025 8/31/2026 EACH OCCURRENCE $10,000,000 EXCESS LAB CLAIMS-MADE AGGREGATE $10,000,000 DED X RETENTION$n $ B WORKERS COMPENSATION Y U1321-553909 8/31/2025 8/31/2026 X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE FN] N/A E.L.EACH ACCIDENT $1,000,000 OFFICE R/M EMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 A Professional Liab&Contr.Poll AEC909023107 8/31/2025 8/31/2026 Per Claim/$5,000,000 $5,000,000/Aggr D Drone Liability 9004014 8/31/2025 8/31/2026 Limit $1,000,000 E Cyber Liability 57MB035552025 8/31/2025 8/31/2026 Limit $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) The following policies are included in the underlying schedule of insurance for umbrella/excess liability:General Liability/Auto Liability/Employers Liability/Employee Benefits Liability. Project: RFP#23-010, Project:California Environmental Quality Act(CEQA). City of Santa Ana, its officers,officials,employees,and volunteers are named as an additional insured as respects general liability and auto liability as required per written contract. General Liability is Primary/Non-Contributory per policy form wording. Insurance coverage includes waiver of subrogation per the attached endorsement(s). APPROVED By Tu Tran Nguyen at 9:32 am,Sep 10,2025 CERTIFICATE HOLDER CANCELLATION 30 Day Notice of Cancellation Tu Tran Digitally signedb SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Tu Tran Nguyen THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Date:2225.'0'0' ACCORDANCE WITH THE POLICY PROVISIONS. City of Santa Ana Nguyen 09:33:32-07 Planning and Building Agency 20 Civic Center Plaza AUTHORIZED REPRESENTATIVE Santa Ana CA 92701 + ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Policy Number: BAOS579947 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM PROVISIONS 2. The following is added to Paragraph B.S., Other 1. The following is added to Paragraph A.1.c., Who Insurance of SECTION IV — BUSINESS AUTO Is An Insured, of SECTION II — COVERED CONDITIONS: AUTOS LIABILITY COVERAGE: Regardless of the provisions of paragraph a. and This includes any person or organization who you paragraph d. of this part 5. Other Insurance, this are required under a written contract or insurance is primary to and non-contributory with agreement between you and that person or applicable other insurance under which an organization, that is signed by you before the additional insured person or organization is the "bodily injury" or "property damage" occurs and first named insured when the written contract or that is in effect during the policy period, to name agreement between you and that person or as an additional insured for Covered Autos organization, that is signed by you before the Liability Coverage, but only for damages to which "bodily injury" or "property damage" occurs and this insurance applies and only to the extent of that is in effect during the policy period, requires that person's or organization's liability for the this insurance to be primary and non-contributory. conduct of another"insured". CA T4 74 02 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc.with its permission. POLICY NUMBER: BAOS579947 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BROAD FORM NAMED INSURED H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF B. BLANKET ADDITIONAL INSURED USE—INCREASED LIMIT C. EMPLOYEE HIRED AUTO 1. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES—INCREASED LIMIT D. EMPLOYEES AS INSURED J. PERSONAL PROPERTY E. SUPPLEMENTARY PAYMENTS — INCREASED K. AIRBAGS LIMITS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR F. HIRED AUTO — LIMITED WORLDWIDE COV- LOSS ERAGE—INDEMNITY BASIS M. BLANKET WAIVER OF SUBROGATION G. WAIVER OF DEDUCTIBLE—GLASS N. UNINTENTIONAL ERRORS OR OMISSIONS PROVISIONS A. BROAD FORM NAMED INSURED this insurance applies and only to the extent that The following is added to Paragraph A.1., Who Is person or organization qualifies as an "insured" An Insured, of SECTION II — COVERED AUTOS under the Who Is An Insured provision contained in Section 11. LIABILITY COVERAGE: Any organization you newly acquire or form dur- C. EMPLOYEE HIRED AUTO ing the policy period over which you maintain 1. The following is added to Paragraph A.1., 50% or more ownership interest and that is not Who Is An Insured, of SECTION II — COV- separately insured for Business Auto Coverage. ERED AUTOS LIABILITY COVERAGE: Coverage under this provision is afforded only un- An "employee" of yours is an "insured" while til the 180th day after you acquire or form the or- operating an "auto" hired or rented under a ganization or the end of the policy period, which- contract or agreement in an "employee's" ever is earlier. name, with your permission, while performing duties related to the conduct of your busi- B. BLANKET ADDITIONAL INSURED ness. The following is added to Paragraph c. in A.1., 2. The following replaces Paragraph b. in B.S., Who Is An Insured, of SECTION II — COVERED Other Insurance, of SECTION IV — BUSI- AUTOS LIABILITY COVERAGE: NESS AUTO CONDITIONS: Any person or organization who is required under b. For Hired Auto Physical Damage Cover- a written contract or agreement between you and age, the following are deemed to be cov- that person or organization, that is signed and ered "autos"you own: executed by you before the "bodily injury" or (1) Any covered "auto" you lease, hire, "property damage" occurs and that is in effect rent or borrow; and during the policy period, to be named as an addi- (2) Any covered "auto" hired or rented by tional insured is an "insured" for Covered Autos your "employee" under a contract in Liability Coverage, but only for damages to which an "employee's" name, with your CA T3 53 02 15 ©2015 The Travelers Indemnity Company.All rights reserved. Page 1 of 4 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL AUTO permission, while performing duties (a) With respect to any claim made or "suit" related to the conduct of your busi- brought outside the United States of ness. America, the territories and possessions However, any "auto" that is leased, hired, of the United States of America, Puerto rented or borrowed with a driver is not a Rico and Canada: covered "auto". (i) You must arrange to defend the "in- D. EMPLOYEES AS INSURED sured" against, and investigate or set- tle any such claim or "suit" and keep The following is added to Paragraph A.1., Who Is us advised of all proceedings and ac- An Insured, of SECTION II — COVERED AUTOS tions. LIABILITY COVERAGE: Any "employee" of yours is an "insured" while us- (ii) Neither you nor any other involved ing a covered "auto" you don't own, hire or borrow "insured" will make any settlement in your business or your personal affairs. without our consent. E. SUPPLEMENTARY PAYMENTS — INCREASED (iii)We may, at our discretion, participate LIMITS in defending the "insured" against, or in the settlement of, any claim or 1. The following replaces Paragraph A.2.a.(2), "suit". of SECTION II — COVERED AUTOS LIABIL- ITY COVERAGE: (iv)We will reimburse the "insured" for sums that the "insured" legally must (2) Up to $3,000 for cost of bail bonds (in- pay as damages because of "bodily cluding bonds for related traffic law viola- injury" or "property damage" to which tions) required because of an "accident" this insurance applies, that the "in- we cover. We do not have to furnish sured" pays with our consent, but these bonds. only up to the limit described in Para- graph C., Limits Of Insurance, of 2. The following replaces Paragraph A.2.a.(4), SECTION II — COVERED AUTOS of SECTION II — COVERED AUTOS LIABIL-ITY COVERAGE: LIABILITY COVERAGE. (4) All reasonable expenses incurred by the (v) We will reimburse the "insured" for "insured" at our request, including actual the reasonable expenses incurred loss of earnings up to $500 a day be- with our consent for your investiga- cause of time off from work. tion of such claims and your defense of the "insured" against any such F. HIRED AUTO — LIMITED WORLDWIDE COV- "suit", but only up to and included ERAGE—INDEMNITY BASIS within the limit described in Para- The following replaces Subparagraph (5) in Para- graph C., Limits Of Insurance, of graph B.7., Policy Period, Coverage Territory, SECTION II — COVERED AUTOS of SECTION IV — BUSINESS AUTO CONDI- LIABILITY COVERAGE, and not in TIONS: addition to such limit. Our duty to (5) Anywhere in the world, except any country or make such payments ends when we have used up the applicable limit of jurisdiction while any trade sanction, em- insurance in payments for damages, bargo, or similar regulation imposed by the settlements or defense expenses. United States of America applies to and pro- hibits the transaction of business with or (b) This insurance is excess over any valid within such country or jurisdiction, for Cov- and collectible other insurance available ered Autos Liability Coverage for any covered to the "insured" whether primary, excess, "auto" that you lease, hire, rent or borrow contingent or on any other basis. without a driver for a period of 30 days or less (c) This insurance is not a substitute for re- and that is not an "auto" you lease, hire, rent quired or compulsory insurance in any or borrow from any of your "employees", country outside the United States, its ter- partners (if you are a partnership), members ritories and possessions, Puerto Rico and (if you are a limited liability company) or Canada. members of their households. Page 2 of 4 ©2015 The Travelers Indemnity Company.All rights reserved. CA T3 53 02 15 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL AUTO You agree to maintain all required or (2) In or on your covered "auto". compulsory insurance in any such coun- This coverage applies only in the event of a total try up to the minimum limits required by theft of your covered "auto". local law. Your failure to comply with compulsory insurance requirements will No deductibles apply to this Personal Property not invalidate the coverage afforded by coverage. this policy, but we will only be liable to the K. AIRBAGS same extent we would have been liable The following is added to Paragraph B.3., Exclu- had you complied with the compulsory in- sions, of SECTION III — PHYSICAL DAMAGE surance requirements. COVERAGE: (d) It is understood that we are not an admit- Exclusion 3.a. does not apply to "loss" to one or ted or authorized insurer outside the more airbags in a covered "auto" you own that in- United States of America, its territories flate due to a cause other than a cause of "loss" and possessions, Puerto Rico and Can- set forth in Paragraphs A.1.b. and A.1.c., but ada. We assume no responsibility for the only: furnishing of certificates of insurance, or a. If that "auto" is a covered "auto" for Compre- for compliance in any way with the laws hensive Coverage under this policy; of other countries relating to insurance. b. The airbags are not covered under any war- G. WAIVER OF DEDUCTIBLE—GLASS ranty-, and The following is added to Paragraph D., Deducti- c. The airbags were not intentionally inflated. ble, of SECTION III — PHYSICAL DAMAGE We will pay up to a maximum of $1,000 for any COVERAGE: one "loss". No deductible for a covered "auto" will apply to L. NOTICE AND KNOWLEDGE OF ACCIDENT OR glass damage if the glass is repaired rather than LOSS replaced. The following is added to Paragraph A.2.a., of H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF SECTION IV—BUSINESS AUTO CONDITIONS: USE—INCREASED LIMIT Your duty to give us or our authorized representa- The following replaces the last sentence of Para- tive prompt notice of the "accident" or "loss" ap- graph A.4.b., Loss Of Use Expenses, of SEC- plies only when the "accident' or "loss" is known TION III —PHYSICAL DAMAGE COVERAGE: to: However, the most we will pay for any expenses (a) You (if you are an individual); for loss of use is $65 per day, to a maximum of (b) A partner (if you are a partnership); $750 for any one "accident'. (c) A member (if you are a limited liability com- I. PHYSICAL DAMAGE — TRANSPORTATION pany); EXPENSES—INCREASED LIMIT (d) An executive officer, director or insurance The following replaces the first sentence in Para- manager (if you are a corporation or other or- graph A.4.a., Transportation Expenses, of ganization); or SECTION III — PHYSICAL DAMAGE COVER- (e) Any "employee" authorized by you to give no- AGE: tice of the "accident' or"loss". We will pay up to $50 per day to a maximum of M. BLANKET WAIVER OF SUBROGATION $1,500 for temporary transportation expense in- The following replaces Paragraph A.S., Transfer curred by you because of the total theft of a cov- Of Rights Of Recovery Against Others To Us, ered "auto" of the private passenger type. of SECTION IV — BUSINESS AUTO CONDI- J. PERSONAL PROPERTY TIONS : The following is added to Paragraph A.4., Cover- S. Transfer Of Rights Of Recovery Against age Extensions, of SECTION III — PHYSICAL Others To Us DAMAGE COVERAGE: We waive any right of recovery we may have Personal Property against any person or organization to the ex- tent required of you by a written contract We will pay up to $400 for "loss" to wearing ap- signed and executed prior to any "accident' parel and other personal property which is: or "loss", provided that the "accident' or"loss" (1) Owned by an "insured"; and arises out of operations contemplated by CA T3 53 02 15 ©2015 The Travelers Indemnity Company.All rights reserved. Page 3 of 4 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL AUTO such contract. The waiver applies only to the The unintentional omission of, or unintentional person or organization designated in such error in, any information given by you shall not contract. prejudice your rights under this insurance. How- N. UNINTENTIONAL ERRORS OR OMISSIONS ever this provision does not affect our right to col- The following is added to Paragraph B.2., Con- lect additional premium or exercise our right of cealment, Misrepresentation, Or Fraud, of cancellation or non-renewal. SECTION IV—BUSINESS AUTO CONDITIONS: Page 4 of 4 ©2015 The Travelers Indemnity Compa ny.All rights reserved. CA T3 53 02 15 Includes copyrighted material of Insurance Services Office,Inc.with its permission. POLICY NUMBER: 680-11-1899998 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Names of Additional Insured Person(s) or Organization(s): Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part, provided that such written contract was signed by you before,and is in effect when, the "bodily injury"or"property damage" occurs or the "personal injury"or"advertising injury"offense is committed. Location of Covered Operations: Any project to which a written contract with the Additional Insured Person(s)or Organization(s) in the Schedule applies. (Information required to complete this Schedule, if not shown above, will be shown in the Declarations.) A. Section II —Who Is An Insured is amended to in- This insurance does not apply to "bodily injury" or clude as an additional insured the person(s) or "property damage" occurring, or "personal injury" organization(s) shown in the Schedule, but only or "advertising injury" arising out of an offense with respect to liability for"bodily injury", "property committed, after: damage", "personal injury" or "advertising injury" 1. All work, including materials, parts or equip- caused, in whole or in part, by: ment furnished in connection with such work, 1. Your acts or omissions; or on the project (other than service, mainte- 2. The acts or omissions of those acting on your nance or repairs) to be performed by or on behalf; behalf of the additional insured(s) at the loca- tion of the covered operations has been com- in the performance of your ongoing operations for pleted; or the additional insured(s) at the location(s) desig- nated above. 2. That portion of "your work" out of which the injury or damage arises has been put to its in- B. With respect to the insurance afforded to these tended use by any person or organization additional insureds, the following additional exclu- other than another contractor or subcontrac- sions apply: for engaged in performing operations for a principal as a part of the same project. CG D3 61 03 05 Copyright 2005 The St. Paul Travelers Companies, Inc.All rights reserved. CG T8 03 08 2�ncludes copyrighted material of Insurance Services Office, Inc. with its permission. Page 1 of 1 POLICY NUMBER: 680-11-1899998 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part for"bodily injury"or"property damage" included in the products-completed operations hazard, provided that such contract was signed by you before, and is in effect when, the "bodily injury or"property damage" occurs. Location And Description Of Completed Operations Any project to which a written contract with the Additional Insured Person(s)or Organization(s) in the Schedule applies. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II — Who Is An Insured is amended to in- location designated and described in the schedule of clude as an additional insured the person(s) or or- this endorsement performed for that additional in- ganization(s) shown in the Schedule, but only with sured and included in the "products-completed opera- respect to liability for "bodily injury" or "property dam- tions hazard". age" caused, in whole or in part, by "your work" at the CG 20 37 07 04 CG T8 04 08 25 © ISO Properties, Inc., 2004 Page 1 of 1 Policy# 6801 H899998 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT FOR ARCHITECTS, ENGINEERS AND SURVEYORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. Non-Owned Watercraft—75 Feet Long Or Less H. Blanket Additional Insured — Governmental B. Who Is An Insured —Unnamed Subsidiaries Entities — Permits Or Authorizations Relating To Premises C. Who Is An Insured — Retired Partners, Members, Directors And Employees I. Blanket Additional Insured — Governmental D. Who Is An Insured — Employees And Volunteer Entities — Permits Or Authorizations Relating To Workers — Bodily Injury To Co-Employees, Co- Operations Volunteer Workers And Retired Partners, J. Incidental Medical Malpractice Members, Directors And Employees K. Medical Payments— Increased Limit E. Who Is An Insured — Newly Acquired Or Formed L. Amendment Of Excess Insurance Condition — Limited Liability Companies Professional Liability F. Blanket Additional Insured —Controlling Interest M. Blanket Waiver Of Subrogation —When Required G. Blanket Additional Insured — Mortgagees, By Written Contract Or Agreement Assignees, Successors Or Receivers N. Contractual Liability—Railroads PROVISIONS uses or is responsible for the use of a A. NON-OWNED WATERCRAFT — 75 FEET watercraft that you do not own that is: LONG OR LESS (1) 75 feet long or less; and 1. The following replaces Paragraph (2) of (2) Not being used to carry any person Exclusion g., Aircraft, Auto Or Watercraft, or property for a charge; in Paragraph 2. of SECTION I — B. WHO IS AN INSURED — UNNAMED COVERAGES — COVERAGE A — BODILY SUBSIDIARIES INJURY AND PROPERTY DAMAGE The following is added to SECTION II —WHO IS LIABILITY: AN INSURED: (2) A watercraft you do not own that is: Any of your subsidiaries, other than a partnership (a) 75 feet long or less; and or joint venture, that is not shown as a Named (b) Not being used to carry any person Insured in the Declarations is a Named Insured or property for a charge; if: 2. The following replaces Paragraph 2.e. of a. You are the sole owner of, or maintain an SECTION II—WHO IS AN INSURED: ownership interest of more than 50% in, such e. Any person or organization that, with subsidiary on the first day of the policy your express or implied consent, either period; and CG D3 79 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 1 of 6 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY b. Such subsidiary is not an insured under Unless you are in the business or occupation similar other insurance. of providing professional health care No such subsidiary is an insured for "bodily services, Paragraphs (1)(a), (b), (c) and (d) injury" or "property damage" that occurred, or above do not apply to "bodily injury" arising out of providing or failing to provide first aid personal and advertising injury caused by an or"Good Samaritan services" by any of your offense committed: retired partners, members, directors or a. Before you maintained an ownership interest "employees", other than a doctor. Any such of more than 50% in such subsidiary; or retired partners, members, directors or b. After the date, if any, during the policy period "employees" providing or failing to provide that you no longer maintain an ownership first aid or "Good Samaritan services" during interest of more than 50% in such subsidiary. their work hours for you will be deemed to be acting within the scope of their employment For purposes of Paragraph 1. of Section II —Who by you or performing duties related to the Is An Insured, each such subsidiary will be conduct of your business. deemed to be designated in the Declarations as: (2) "Personal injury": a. A limited liability company; (a) To you, to your current or retired b. An organization other than a partnership, partners or members (if you are a joint venture or limited liability company; or partnership or joint venture), to your c. A trust; current or retired members (if you are a as indicated in its name or the documents that limited liability company), to your other current or retired directors or govern its structure. "employees" while in the course of his or C. WHO IS AN INSURED— RETIRED PARTNERS, her employment or performing duties MEMBERS, DIRECTORS AND EMPLOYEES related to the conduct of your business, The following is added to Paragraph 2. of or to your other "volunteer workers" while performing duties related to the SECTION II—WHO IS AN INSURED: conduct of your business; Any person who is your retired partner, member, (b) To the spouse, child, parent, brother or director or"employee"that is performing services sister of that current or retired partner, for you under your direct supervision, but only for member, director, "employee" or acts within the scope of their employment by you "volunteer worker' as a consequence of or while performing duties related to the conduct Paragraph (2)(a) above; of your business. However, no such retired (c) For which there is any obligation to partner, member, director or "employee" is an share damages with or repay someone insured for: else who must pay damages because of the injury described in Paragraph (2)(a) (1) "Bodily injury": or(b) above; or (a) To you, to your current partners or (d) Arising out of his or her providing or members (if you are a partnership or failing to provide professional health care joint venture), to your current members services. (if you are a limited liability company) or to your current directors; (3) "Property damage" to property: (b) To the spouse, child, parent, brother or (a) Owned, occupied or used by; or sister of that current partner, member or (b) Rented to, in the care, custody or control director as a consequence of Paragraph (1)(a) above; of, or over which physical control is being exercised for any purpose by; (c) For which there is any obligation to share damages with or repay someone you, any of your retired partners, members else who must pay damages because of or directors, your current or retired the injury described in Paragraph (1)(a) "employees" or "volunteer workers", any or(b) above; or current partner or member (if you are a (d) Arising out of his or her providing or partnership or joint venture), or any current failing to provide professional health care member (if you are a limited liability services. company) or current director. Page 2 of 6 ©2017 The Travelers Indemnity Company.All rights reserved. CG D3 79 02 19 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY D. WHO IS AN INSURED — EMPLOYEES AND organization will be deemed to be VOLUNTEER WORKERS — BODILY INJURY designated in the Declarations as: TO CO-EMPLOYEES, CO-VOLUNTEER WORKERS AND RETIRED PARTNERS, a. A limited liability company; MEMBERS, DIRECTORS AND EMPLOYEES b. An organization other than a partnership, The following is added to Paragraph 2.a.(1) of joint venture or limited liability company; or SECTION II—WHO IS AN INSURED: Paragraphs (1)(a), (b) and (c) above do not c. Atrust; apply to "bodily injury" to a current or retired co- as indicated in its name or the documents "employee" while in the course of the co- that govern its structure. "employee's" employment by you or performing F. BLANKET ADDITIONAL INSURED — duties related to the conduct of your business, or CONTROLLING INTEREST to "bodily injury" to your other "volunteer 1. The following is added to SECTION II — workers" or retired partners, members or WHO IS AN INSURED: directors while performing duties related to the conduct of your business. Any person or organization that has financial E. WHO IS AN INSURED— NEWLY ACQUIRED control of you is an insured with respect to OR FORMED LIMITED LIABILITY COMPANIES liability for "bodily injury", "property damage" or "personal and advertising injury" that The following replaces Paragraph 3. of arises out of: SECTION II—WHO IS AN INSURED: a. Such financial control; or 3. Any organization you newly acquire or form, b. Such person's or organization's other than a partnership or joint venture, and ownership, maintenance or use of of which you are the sole owner or in which premises leased to or occupied by you. you maintain an ownership interest of more than 50%, will qualify as a Named Insured if The insurance provided to such person or there is no other similar insurance available organization does not apply to structural to that organization. However: alterations, new construction or demolition a. Coverage under this provision is operations performed by or on behalf of such afforded only: person or organization. (1) Until the 180th day after you acquire 2. The following is added to Paragraph 4. of or form the organization or the end SECTION II —WHO IS AN INSURED: of the policy period, whichever is This paragraph does not apply to any earlier, if you do not report such premises owner, manager or lessor that has organization in writing to us within financial control of you. 180 days after you acquire or form it; G. BLANKET ADDITIONAL INSURED — or MORTGAGEES, ASSIGNEES, SUCCESSORS (2) Until the end of the policy period, OR RECEIVERS when that date is later than 180 days The following is added to SECTION II —WHO IS after you acquire or form such AN INSURED: organization, if you report such organization in writing to us within Any person or organization that is a mortgagee, 180 days after you acquire or form it; assignee, successor or receiver and that you b. Coverage A does not apply to "bodily have agreed in a written contract or agreement injury" or "property damage" that to include as an additional insured on this occurred before you acquired or formed Coverage Part is an insured, but only with the organization; and respect to its liability as mortgagee, assignee, successor or receiver for"bodily injury", "property c. Coverage B does not apply to "personal damage" or "personal and advertising injury" and advertising injury" arising out of an that: offense committed before you acquired a. Is "bodily injury" or "property damage" that or formed the organization. occurs, or is "personal and advertising injury" For the purposes of Paragraph 1. of Section caused by an offense that is committed, II — Who Is An Insured, each such CG D3 79 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 3 of 6 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY subsequent to the signing of that contract or openings, sidewalk vaults, elevators, street agreement; and banners or decorations. b. Arises out of the ownership, maintenance or I. BLANKET ADDITIONAL INSURED — use of the premises for which that GOVERNMENTAL ENTITIES — PERMITS mortgagee, assignee, successor or receiver OR AUTHORIZATIONS RELATING TO is required under that contract or agreement OPERATIONS to be included as an additional insured on The following is added to SECTION II —WHO IS this Coverage Part. AN INSURED: The insurance provided to such mortgagee, Any governmental entity that has issued a permit assignee, successor or receiver is subject to the or authorization with respect to operations following provisions: performed by you or on your behalf and that you a. The limits of insurance provided to such are required by any ordinance, law, building code mortgagee, assignee, successor or receiver or written contract or agreement to include as an will be the minimum limits that you agreed to additional insured on this Coverage Part is an provide in the written contract or agreement, insured, but only with respect to liability for or the limits shown in the Declarations, "bodily injury", "property damage" or "personal whichever are less. and advertising injury" arising out of such b. The insurance provided to such person or operations. organization does not apply to: The insurance provided to such governmental (1) Any "bodily injury" or "property damage" entity does not apply to: that occurs, or any "personal and a. Any "bodily injury", "property damage" or advertising injury" caused by an offense "personal and advertising injury" arising out that is committed, after such contract or of operations performed for the agreement is no longer in effect; or governmental entity; or (2) Any"bodily injury", "property damage" or b. Any "bodily injury" or "property damage" "personal and advertising injury" arising included in the "products-completed out of any structural alterations, new operations hazard". construction or demolition operations J. INCIDENTAL MEDICAL MALPRACTICE performed by or on behalf of such mortgagee, assignee, successor or 1. The following replaces Paragraph b. of the receiver. definition of "occurrence" in the H. BLANKET ADDITIONAL INSURED — DEFINITIONS Section: GOVERNMENTAL ENTITIES — PERMITS OR b. An act or omission committed in AUTHORIZATIONS RELATING TO PREMISES providing or failing to provide "incidental The following is added to SECTION II —WHO IS medical services", first aid or "Good AN INSURED: Samaritan services" to a person, unless you are in the business or occupation of Any governmental entity that has issued a permit providing professional health care or authorization with respect to premises owned services. or occupied by, or rented or loaned to, you and 2. The following replaces the last paragraph of that you are required by any ordinance, law, Paragraph 2.a.(1) of SECTION II — WHO IS building code or written contract or agreement to AN INSURED: include as an additional insured on this Unless you are in the business or occupation Coverage Part is an insured, but only with of providing professional health care respect to liability for "bodily injury", "property services, Paragraphs (1)(a), (b), (c) and (d) damage" or "personal and advertising injury" above do not apply to "bodily injury" arising arising out of the existence, ownership, use, out of providing or failing to provide: maintenance, repair, construction, erection or removal of any of the following for which that (a) "Incidental medical services" by any of governmental entity has issued such permit or your "employees" who is a nurse, authorization: advertising signs, awnings, nurse assistant, emergency medical canopies, cellar entrances, coal holes, technician, paramedic, athletic trainer, driveways, manholes, marquees, hoist away audiologist, dietician, nutritionist, Page 4 of 6 ©2017 The Travelers Indemnity Company.All rights reserved. CG D3 79 02 19 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY occupational therapist or occupational that is available to any of your "employees" therapy assistant, physical therapist or for "bodily injury" that arises out of providing speech-language pathologist; or or failing to provide "incidental medical (b) First aid or "Good Samaritan services" services" to any person to the extent not by any of your"employees" or"volunteer subject to Paragraph 2.a.(1) of Section II — workers", other than an employed or Who Is An Insured. volunteer doctor. Any such "employees" K. MEDICAL PAYMENTS— INCREASED LIMIT or"volunteer workers" providing or failing The following replaces Paragraph 7. of to provide first aid or "Good Samaritan services" during their work hours for you SECTION III — LIMITS OF INSURANCE: will be deemed to be acting within the 7. Subject to Paragraph 5. above, the Medical scope of their employment by you or Expense Limit is the most we will pay under performing duties related to the conduct Coverage C for all medical expenses of your business. because of "bodily injury" sustained by any 3. The following replaces the last sentence of one person, and will be the higher of: Paragraph 5. of SECTION III — LIMITS OF a. $10,000; or INSURANCE: For the purposes of determining the b. The amount shown in the Declarations of applicable Each Occurrence Limit, all related this Coverage Part for Medical Expense acts or omissions committed in providing or Limit. failing to provide "incidental medical L. AMENDMENT OF EXCESS INSURANCE services", first aid or "Good Samaritan CONDITION — PROFESSIONAL LIABILITY services" to any one person will be deemed to be one "occurrence". The following is added to Paragraph 4.b., Excess Insurance, of SECTION IV — 4. The following exclusion is added to COMMERCIAL GENERAL LIABILITY Paragraph 2., Exclusions, of SECTION I — CONDITIONS: COVERAGES — COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE This insurance is excess over any of the other LIABILITY: insurance, whether primary, excess, contingent Sale Of Pharmaceuticals or on any other basis, that is Professional Liability or similar coverage, to the extent the "Bodily injury" or "property damage" arising loss is not subject to the professional services out of the violation of a penal statute or exclusion of Coverage A or Coverage B. ordinance relating to the sale of M. BLANKET WAIVER OF SUBROGATION — pharmaceuticals committed by, or with the WHEN REQUIRED BY WRITTEN CONTRACT knowledge or consent of the insured. OR AGREEMENT 5. The following is added to the DEFINITIONS Section: The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, "Incidental medical services" means: of SECTION IV — COMMERCIAL GENERAL a. Medical, surgical, dental, laboratory, x LIABILITY CONDITIONS: ray or nursing service or treatment, If the insured has agreed in a written contract or advice or instruction, or the related agreement to waive that insured's right of furnishing of food or beverages; or recovery against any person or organization, we b. The furnishing or dispensing of drugs or waive our right of recovery against such person medical, dental, or surgical supplies or or organization, but only for payments we make appliances. because of: 6. The following is added to Paragraph 4.b., a. "Bodily injury" or "property damage" that Excess Insurance, of SECTION IV — COMMERCIAL GENERAL LIABILITY occurs; or CONDITIONS: b. "Personal and advertising injury" caused by This insurance is excess over any valid and an offense that is committed; collectible other insurance, whether primary, subsequent to the signing of that contract or excess, contingent or on any other basis, agreement. CG D3 79 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 5 of 6 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY N. CONTRACTUAL LIABILITY—RAILROADS 1. The following replaces Paragraph c. of the definition of "insured contract" in the DEFINITIONS Section: c. Any easement or license agreement; 2. Paragraph f.(1) of the definition of "insured contract" in the DEFINITIONS Section is deleted. Page 6 of 6 ©2017 The Travelers Indemnity Company.All rights reserved. CG D3 79 02 19 Includes copyrighted material of Insurance Services Office, Inc.with its permission. Policy Number: 6801 H899998 TABLE OF CONTENTS COMMERCIAL GENERAL LIABILITY COVERAGE FORM CG T1 00 02 19 SECTION I —COVERAGES Beginning on Page Coverage A— Bodily Injury and Property Insuring Agreement .......................................................1 Damage Liability Exclusions .................................................................... 2 Coverage B— Personal and Advertising Insuring Agreement .......................................................6 Injury Liability Exclusions .....................................................................6 Coverage C— Medical Payments Insuring Agreement .......................................................9 Exclusions .................................................................... 9 Supplementary Payments ...................................................................................................10 SECTION 11 —WHO IS AN INSURED .......................................................................................11 SECTION III —LIMITS OF INSURANCE ...................................................................................13 SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS ........................................13 Bankruptcy .........................................................................................................................13 Duties In The Event Of Occurrence, Offense, Claim Or Suit ...............................................13 LegalAction Against Us ......................................................................................................14 OtherInsurance ................................................................................................................. 15 PremiumAudit ...................................................................................................................16 Representations .................................................................................................................16 SeparationOf Insureds ......................................................................................................16 Transfer Of Rights Of Recovery Against Others To Us .......................................................16 WhenWe Do Not Renew ...................................................................................................16 SECTION V—DEFINITIONS ....................................................................................................16 CG TO 34 02 19 COMMERCIAL GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read (1) The "bodily injury" or "property damage" is the entire policy carefully to determine rights, duties and caused by an "occurrence" that takes place what is and is not covered. in the "coverage territory"; Throughout this policy the words "you" and "your" refer (2) The "bodily injury" or "property damage" to the Named Insured shown in the Declarations, and occurs during the policy period; and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and (3) Prior to the policy period, no insured listed "our" refer to the company providing this insurance. under Paragraph 1. of Section II — Who Is The word "insured" means any person or organization An Insured and no "employee" authorized qualifying as such under Section II — Who Is An by you to give or receive notice of an Insured. "occurrence" or claim knew that the "bodily injury" or "property damage" had occurred, Other words and phrases that appear in quotation in whole or in part. If such a listed insured marks have special meaning. Refer to Section V — or authorized "employee" knew, prior to the Definitions. policy period, that the "bodily injury" or "property damage" occurred, then any SECTION I —COVERAGES continuation, change or resumption of such COVERAGE A — BODILY INJURY AND PROPERTY "bodily injury" or "property damage" during DAMAGE LIABILITY or after the policy period will be deemed to have been known prior to the policy period. 1. Insuring Agreement c. "Bodily injury" or "property damage" which a. We will pay those sums that the insured occurs during the policy period and was not, becomes legally obligated to pay as damages prior to the policy period, known to have because of "bodily injury" or "property damage" occurred by any insured listed under Paragraph to which this insurance applies. We will have 1. of Section II — Who Is An Insured or any the right and duty to defend the insured against "employee" authorized by you to give or receive any "suit" seeking those damages. However, notice of an "occurrence" or claim, includes any we will have no duty to defend the insured continuation, change or resumption of that against any "suit" seeking damages for "bodily "bodily injury" or "property damage" after the injury" or "property damage" to which this end of the policy period. insurance does not apply. We may, at our discretion, investigate any "occurrence" and d. "Bodily injury" or "property damage" will be settle any claim or"suit" that may result. But: deemed to have been known to have occurred at the earliest time when any insured listed (1) The amount we will pay for damages is under Paragraph 1. of Section II — Who Is An limited as described in Section III — Limits Insured or any "employee" authorized by you to Of Insurance; and give or receive notice of an "occurrence" or (2) Our right and duty to defend end when we claim: have used up the applicable limit of (1) Reports all, or any part, of the "bodily insurance in the payment of judgments or injury" or "property damage" to us or any settlements under Coverages A or B or other insurer; medical expenses under Coverage C. No other obligation or liability to pay sums or (2) Receives a written or verbal demand or perform acts or services is covered unless claim for damages because of the "bodily injury" or"property damage"; or explicitly provided for under Supplementary Payments. (3) Becomes aware by any other means that b. This insurance applies to "bodily injury" and "bodily injury" or "property damage" has "property damage" only if: occurred or has begun to occur. CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 1 of 21 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY e. Damages because of "bodily injury" include (3) Any statute, ordinance or regulation relating damages claimed by any person or organization to the sale, gift, distribution or use of for care, loss of services or death resulting at alcoholic beverages. any time from the "bodily injury". This exclusion applies only if you are in the 2. Exclusions business of manufacturing, distributing, selling, This insurance does not apply to: serving or furnishing alcoholic beverages. For the purposes of this exclusion, permitting a a. Expected Or Intended Injury person to bring alcoholic beverages on your "Bodily injury" or "property damage" expected or premises, for consumption on your premises, intended from the standpoint of the insured. whether or not a fee is charged or a license is This exclusion does not apply to "bodily injury" required for such activity, is not by itself or "property damage" resulting from the use of considered the business of selling, serving or reasonable force to protect persons or property. furnishing alcoholic beverages. b. Contractual Liability d. Workers' Compensation And Similar Laws "Bodily injury" or "property damage" for which Any obligation of the insured under a workers' the insured is obligated to pay damages by compensation, disability benefits or reason of the assumption of liability in a unemployment compensation law or any similar contract or agreement. This exclusion does not law. apply to liability for damages: e. Employer's Liability (1) That the insured would have in the absence "Bodily injury" to: of the contract or agreement; or (1) An "employee" of the insured arising out of (2) Assumed in a contract or agreement that is and in the course of: an "insured contract", provided that the "bodily injury" or "property damage" occurs (a) Employment by the insured; or subsequent to the execution of the contract (b) Performing duties related to the or agreement. Solely for the purposes of conduct of the insured's business; or liability assumed in an "insured contract", (2) The spouse, child, parent, brother or sister reasonable attorneys' fees and necessary of that "employee" as a consequence of litigation expenses incurred by or for a party Paragraph (1) above. other than an insured will be deemed to be damages because of "bodily injury" or This exclusion applies whether the insured may "property damage", provided that: be liable as an employer or in any other capacity and to any obligation to share damages with or (a) Liability to such party for, or for the repay someone else who must pay damages cost of, that party's defense has also because of the injury. been assumed in the same "insured contract"; and This exclusion does not apply to liability assumed by the insured under an "insured (b) Such attorneys' fees and litigation contract". expenses are for defense of that party against a civil or alternative dispute f. Pollution resolution proceeding in which (1) "Bodily injury" or "property damage" arising damages to which this insurance out of the actual, alleged or threatened applies are alleged. discharge, dispersal, seepage, migration, c. Liquor Liability release or escape of"pollutants": "Bodily injury" or "property damage" for which (a) At or from any premises, site or any insured may be held liable by reason of: location which is or was at any time owned or occupied by, or rented or (1) Causing or contributing to the intoxication loaned to, any insured. However, this of any person; subparagraph does not apply to: (2) The furnishing of alcoholic beverages to a (i) "Bodily injury" if sustained within a person under the legal drinking age or building and caused by smoke, under the influence of alcohol; or fumes, vapor or soot produced by or originating from equipment that Page 2 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 OO 02 19 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY is used to heat, cool or dehumidify to perform the normal electrical, the building, or produced by or hydraulic or mechanical functions originating from equipment that is necessary for the operation of used to heat water for personal "mobile equipment" or its parts, if use by the building's occupants or such fuels, lubricants or other their guests; operating fluids escape from a (i i) "Bodilyinjury" or "property vehicle part designed to hold, store ( ) p pert y or receive them. This exception damage" for which you may be does not apply if the "bodily injury" held liable, if you are a contractor or "property damage" arises out of and the owner or lessee of such premises, site or location has been the intentional discharge, dispersal added to your policy as an or release of the fuels, lubricants additional insured with respect to or other operating fluids, or if such your ongoing operations performed fuels, lubricants or other operating for that additional insured at that fluids are brought on or to the premises, site or location and such premises, site or location with the premises, site or location is not intent that they be discharged, and never was owned or occupied dispersed or released as part of by, or rented or loaned to, any the operations being performed by insured, other than that additional such insured, contractor or insured; or subcontractor; (iii) "Bodily injury" or "property (i i) "Bodily injury" or "property damage" arising out of heat, damage" sustained within a smoke or fumes from a "hostile building and caused by the release fire"; of gases, fumes or vapors from (b) At or from any premises, site or materials brought into that building location which is or was at any time in connection with operations being used by or for any insured or others for performed by you or on your behalf the handling, storage, disposal, by a contractor or subcontractor; or processing or treatment of waste; (c) If such "pollutants" are or were at any (iii) "Bodily injury" or "property time transported, handled, stored, damage" arising out of heat, treated, disposed of, or processed as smoke or fumes from a "hostile fire waste by or for: , or (i) Any insured; or (e) At or from any premises, site or location on which any insured or any (ii) Any person or organization for contractors or subcontractors working whom you may be legally directly or indirectly on any insured's responsible; behalf are or were at any time (d) At or from any premises, site or performing operations to test for, location on which any insured or any monitor, clean up, remove, contain, contractors or subcontractors working treat, detoxify or neutralize, or in any directly or indirectly on any insured's way respond to, or assess the effects behalf are performing operations if the of, "pollutants". "pollutants" are brought on or to the premises, site or location in connection (2) Any loss, cost or expense arising out of with such operations by such insured, any: contractor or subcontractor. However, this subparagraph does not apply to: (a) Request, demand, order or statutory or regulatory requirement that any insured (i) "Bodily injury" or "property or others test for, monitor, clean up, damage" arising out of the escape remove, contain, treat, detoxify or of fuels, lubricants or other neutralize, or in any way respond to, or operating fluids which are needed assess the effects of, "pollutants"; or CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 3 of 21 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY (b) Claim or suit by or on behalf of any (b) The operation of any of the machinery governmental authority or any other or equipment listed in Paragraph f.(2) person or organization because of or f.(3) of the definition of "mobile testing for, monitoring, cleaning up, equipment"; or removing, containing, treating, detoxifying or neutralizing, or in any (6) An aircraft that is: way responding to, or assessing the (a) Chartered with a pilot to any insured; effects of, "pollutants". (b) Not owned by any insured; and g. Aircraft,Auto Or Watercraft (c) Not being used to carry any person or "Bodily injury" or "property damage" arising out property for a charge. of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or h. Mobile Equipment watercraft owned or operated by or rented or "Bodily injury" or "property damage" arising out loaned to any insured. Use includes operation of: and "loading or unloading". (1) The transportation of "mobile equipment" This exclusion applies even if the claims by an "auto" owned or operated by or against any insured allege negligence or other rented or loaned to any insured; or wrongdoing in the supervision, hiring, (2) The use of "mobile equipment" in, or while employment, training or monitoring of others by that insured, if the "occurrence" which caused in practice for, or while being prepared for, any prearranged racing, speed, demolition, the "bodily injury" or"property damage" involved the ownership, maintenance, use or or stunting activity entrustment to others of any aircraft, "auto" or i. War watercraft that is owned or operated by or "Bodily injury" or "property damage" arising out rented or loaned to any insured. of: This exclusion does not apply to: (1) War, including undeclared or civil war; (1) A watercraft while ashore on premises you (2) Warlike action by a military force, including own or rent; action in hindering or defending against an (2) A watercraft you do not own that is: actual or expected attack, by any government, sovereign or other authority (a) 50 feet long or less; and using military personnel or other agents; or (b) Not being used to carry any person or (3) Insurrection, rebellion, revolution, usurped property for a charge; power, or action taken by governmental (3) Parking an "auto" on, or on the ways next authority in hindering or defending against to, premises you own or rent, provided the any of these. "auto" is not owned by or rented or loaned j Damage To Property to you or the insured; "Property damage" to: (4) Liability assumed under any "insured (1) Property you own, rent, or occupy, contract" for the ownership, maintenance or use of aircraft or watercraft; including any costs or expenses incurred by you, or any other person, organization or (5) "Bodily injury" or "property damage" arising entity, for repair, replacement, out of: enhancement, restoration or maintenance (a) The operation of machinery or of such property for any reason, including equipment that is attached to, or part prevention of injury to a person or damage of, a land vehicle that would qualify as to another's property; "mobile equipment" under the definition (2) Premises you sell, give away or abandon, if of "mobile equipment" if such land the "property damage" arises out of any vehicle were not subject to a part of those premises; compulsory or financial responsibility law, or other motor vehicle insurance (3) Property loaned to you; law, where it is licensed or principally (4) Personal property in the care, custody or garaged; or control of the insured; Page 4 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY (5) That particular part of real property on accidental physical injury to "your product" or which you or any contractors or "your work" after it has been put to its intended subcontractors working directly or indirectly use. on your behalf are performing operations, if n. Recall Of Products,Work Or Impaired the property damage arises out of those operations; or Property (6) That particular part of any property that Damages claimed for any loss, cost or expense must be restored, repaired or replaced incurred by you or others for the loss of use, because "your work" was incorrectly withdrawal, recall, inspection, repair, performed on it. replacement, adjustment, removal or disposal of: Paragraphs (1), (3) and (4) of this exclusion do not apply to "premises damage". A separate (1) "Your product"; limit of insurance applies to "premises damage" (2) "Your work"; or as described in Paragraph 6. of Section III — Limits Of Insurance. (3) "Impaired property"; Paragraph (2) of this exclusion does not apply if if such product, work, or property is withdrawn the premises are "your work" and were never or recalled from the market or from use by any occupied, rented or held for rental by you. person or organization because of a known or suspected defect, deficiency, inadequacy or Paragraphs (3), (4), (5) and (6) of this dangerous condition in it. exclusion do not apply to liability assumed under a sidetrack agreement. o. Personal And Advertising Injury Paragraph (6) of this exclusion does not apply "Bodily injury" arising out of "personal and to "property damage" included in the "products- advertising injury". completed operations hazard". p. Electronic Data k. Damage To Your Product Damages arising out of the loss of, loss of use "Property damage" to "your product" arising out of, damage to, corruption of, inability to access, of it or any part of it. or inability to manipulate "electronic data". I. Damage To Your Work However, this exclusion does not apply to liability for damages because of"bodily injury". "Property damage" to "your work" arising out of it or any part of it and included in the "products- q• Unsolicited Communication completed operations hazard". "Bodily injury" or "property damage" arising out This exclusion does not apply if the damaged of any actual or alleged violation of any law that work or the work out of which the damage restricts or prohibits the sending, transmitting arises was performed on your behalf by a or distributing of"unsolicited communication". subcontractor. r. Access Or Disclosure Of Conidfenital Or m. Damage To Impaired Property Or Property Personal Information Not Physically Injured "Bodily injury" or "property damage" arising out "Property damage" to "impaired property" or of any access to or disclosure of any person's property that has not been physically injured, or organization's confidential or personal arising out of: information. (1) A defect, deficiency, inadequacy or s. Asbestos dangerous condition in "your product" or"your work"; or (1) "Bodily injury" or "property damage" arising out of the actual or alleged presence or (2) A delay or failure by you or anyone acting actual, alleged or threatened dispersal of on your behalf to perform a contract or asbestos, asbestos fibers or products agreement in accordance with its terms. containing asbestos, provided that the This exclusion does not apply to the loss of use "bodily injury" or "property damage" is of other property arising out of sudden and caused or contributed to by the hazardous properties of asbestos. CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 5 of 21 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY (2) "Bodily injury" or "property damage" arising employment-related practices described in out of the actual or alleged presence or Paragraph (a), (b),or(c) above is directed. actual, alleged or threatened dispersal of This exclusion applies whether the insured may any solid, liquid, gaseous or thermal irritant be liable as an employer or in any other capacity or contaminant, including smoke, vapors, and to any obligation to share damages with or soot, fumes, acids, alkalis, chemicals and repay someone else who must pay damages waste, and that are part of any claim or because of the "bodily injury". "suit" which also alleges any "bodily injury" Exclusions c. through n. do not apply to "premises or "property damage" described in damage". A separate limit of insurance applies to Paragraph (1) above. "premises damage" as described in Paragraph 6. of (3) Any loss, cost or expense arising out of Section III —Limits Of Insurance. any: COVERAGE B—PERSONAL AND ADVERTISING (a) Request, demand, order or statutory or INJURY LIABILITY regulatory requirement that any insured 1. Insuring Agreement or others test for, monitor, clean up, a. We will pay those sums that the insured remove, contain, treat, detoxify or becomes legally obligated to pay as damages neutralize, or in any way respond to, or because of "personal and advertising injury" to assess the effects of, asbestos, which this insurance applies. We will have the asbestos fibers or products containing right and duty to defend the insured against any asbestos; or "suit" seeking those damages. However, we will (b) Claim or suit by or on behalf of any have no duty to defend the insured against any governmental authority or any other "suit" seeking damages for "personal and person or organization because of advertising injury" to which this insurance does testing for, monitoring, cleaning up, not apply. We may, at our discretion, investigate any offense and settle any claim or removing, containing, treating, suit that may result. But: detoxifying or neutralizing, or in any way responding to, or assessing the (1) The amount we will pay for damages is effects of, asbestos, asbestos fibers or limited as described in Section III — Limits products containing asbestos. Of Insurance; and t. Employment-Related Practices (2) Our right and duty to defend end when we "Bodily injury" to: have used up the applicable limit of insurance in the payment of judgments or (1) A person arising out of any: settlements under Coverages A or B or (a) Refusal to employ that person; medical expenses under Coverage C. (b) Termination of that person's No other obligation or liability to pay sums or employment; or perform acts or services is covered unless (c) Employment-related practice, policy, explicitly provided for under Supplementary act or omission, such as coercion, Payments. demotion, evaluation, reassignment, b. This insurance applies to "personal and discipline, failure to promote or advertising injury" caused by an offense arising advance, harassment, humiliation, out of your business but only if the offense was discrimination, libel, slander, violation committed in the "coverage territory" during the of the person's right of privacy, policy period. malicious prosecution or false arrest, 2. Exclusions detention or imprisonment applied to or directed at that person, regardless of This insurance does not apply to: whether such practice, policy, act or a. Knowing Violation Of Rights Of Another omission occurs, is applied or is "Personal and advertising injury" caused by or committed before, during or after the at the direction of the insured with the time of that person's employment; or knowledge that the act would violate the rights (2) The spouse, child, parent, brother or sister of another and would inflict "personal and of that person as a consequence of "bodily advertising injury". injury" to that person at whom any of the Page 6 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 OO 02 19 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY This exclusion does not apply to "personal against a civil or alternative dispute injury" caused by malicious prosecution. resolution proceeding in which b. Material Published With Knowledge Of damages to which this insurance Falsity applies are alleged. "Personal and advertising injury" arising out of f. Breach Of Contract oral or written publication, including publication "Advertising injury" arising out of a breach of by electronic means, of material, if done by or at contract. the direction of the insured with knowledge of its falsity. g. Quality Or Performance Of Goods - Failure To Conform To Statements c. Material Published Or Used Prior To Policy Period Advertising injury arising out of the failure of goods, products or services to conform with (1) "Personal and advertising injury" arising out any statement of quality or performance made of oral or written publication, including in your"advertisement". publication by electronic means, of material h. Wrong Description Of Prices whose first publication took place before the beginning of the policy period; or Advertising injury arising out of the wrong description of the price of goods, products or (2) "Advertising injury" arising out of services stated in your"advertisement". infringement of copyright, "title" or "slogan" in your "advertisement" whose first i. Intellectual Property infringement in your "advertisement" was "Personal and advertising injury" arising out of committed before the beginning of the any actual or alleged infringement or violation of policy period. any of the following rights or laws, or any other "personal and advertising injury" alleged in any d. Criminal Acts claim or "suit" that also alleges any such "Personal and advertising injury" arising out of a infringement or violation: criminal act committed by or at the direction of (1) Copyright; the insured. e. Contractual Liability (2) Patent; "Personal and advertising injury" for which the (3) Trade dress; insured has assumed liability in a contract or (4) Trade name; agreement. This exclusion does not apply to (5) Trademark; liability for damages: (6) Trade secret; or (1) That the insured would have in the absence (7) Other intellectual property rights or laws. of the contract or agreement; or (2) Because of "personal injury" assumed by This exclusion does not apply to: you in a contract or agreement that is an (1) "Advertising injury" arising out of any actual "insured contract", provided that the or alleged infringement or violation of "personal injury" is caused by an offense another's copyright, "title" or "slogan" in committed subsequent to the execution of your"advertisement"; or the contract or agreement. Solely for the purposes of liability assumed by you in an (2) Any other "personal and advertising injury" "insured contract", reasonable attorneys' alleged in any claim or "suit" that also fees and necessary litigation expenses alleges any such infringement or violation incurred by or for a party other than an of another's copyright, "title" or "slogan" in insured will be deemed to be damages your"advertisement". because of"personal injury", provided that: j, Insureds In Media And Internet Type (a) Liability to such party for, or for the Businesses cost of, that party's defense has also "Personal and advertising injury" caused by an been assumed by you in the same offense committed by an insured whose "insured contract"; and business is: (b) Such attorneys' fees and litigation expenses are for defense of that party (1) Advertising, "broadcasting" or publishing; CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 7 of 21 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY (2) Designing or determining content of neutralizing, or in any way responding to,or websites for others; or assessing the effects of, "pollutants". (3) An Internet search, access, content or o. War service provider. "Personal and advertising injury" arising out of: However, this exclusion does not apply to (1) War, including undeclared or civil war; Paragraphs a.(1), (2) and (3) of the definition of "personal injury". (2) Warlike action by a military force, including For the purposes of this exclusion: action in hindering or defending against an actual or expected attack, by any (1) Creating and producing correspondence government, sovereign or other authority written in the conduct of your business, using military personnel or other agents; or bulletins, financial or annual reports, or newsletters about your goods, products or (3) Insurrection, rebellion, revolution, usurped services will not be considered the power, or action taken by governmental business of publishing; and authority in hindering or defending against any of these. (2) The placing of frames, borders or links, or p. Unsolicited Communication advertising, for you or others anywhere on the Internet will not, by itself, be considered "Personal and advertising injury" arising out of the business of advertising, "broadcasting" any actual or alleged violation of any law that or publishing. restricts or prohibits the sending, transmitting k. Electronic Chatrooms Or Bulletin Boards or distributing of"unsolicited communication". q. Access Or Disclosure Of Confidenital Or "Personal and advertising injury" arising out of Personal Information an electronic chatroom or bulletin board the insured hosts or owns, or over which the "Personal and advertising injury" arising out of insured exercises control. any access to or disclosure of any person's or organization's confidential or personal I. Unauthorized Use Of Another's Name Or information. Product r. Asbestos "Personal and advertising injury" arising out of (1) "Personal and advertising injury" arising out the unauthorized use of another's name or of the actual or alleged presence or actual, product in your e-mail address, domain name or alleged or threatened dispersal of asbestos, metatag, or any other similar tactics to mislead asbestos fibers or products containing another's potential customers. asbestos, provided that the "personal and m. Pollution advertising injury" is caused or contributed "Personal and advertising injury" arising out of to by the hazardous properties of asbestos. the actual, alleged or threatened discharge, (2) "Personal and advertising injury" arising out dispersal, seepage, migration, release or of the actual or alleged presence or actual, escape of"pollutants" at any time. alleged or threatened dispersal of any solid, liquid, gaseous or thermal irritant or n. Pollution-Related contaminant, including smoke, vapors, Any loss, cost or expense arising out of any: soot, fumes, acids, alkalis, chemicals and waste, and that are part of any claim or (1) Request, demand, order or statutory or regulatory requirement that an insured or suit which also alleges any personal and g Y q Y advertising injury described in Paragraph others test for, monitor, clean up, remove, (1) above. contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects (3) Any loss, cost or expense arising out of of, "pollutants"; or any: (2) Claim or suit by or on behalf of any (a) Request, demand, order or statutory or governmental authority or any other person regulatory requirement that any insured or organization because of testing for, or others test for, monitor, clean up, monitoring, cleaning up, removing, remove, contain, treat, detoxify or containing, treating, detoxifying or neutralize, or in any way respond to, or Page 8 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 OO 02 19 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY assess the effects of, asbestos, (3) Because of your operations; asbestos fibers or products containing provided that: asbestos; or (a) The accident takes place in the "coverage (b) Claim or suit by or on behalf of any territory" and during the policy period; governmental authority or any other person or organization because of (b) The expenses are incurred and reported to testing for, monitoring, cleaning up, us within one year of the date of the removing, containing, treating, accident; and detoxifying or neutralizing, or in any way responding to, or assessing the (c) The injured person submits to examination, at our expense, by physicians of our choice effects of, asbestos, asbestos fibers or as often as we reasonably require. products containing asbestos. b. We will make these payments regardless of s. Employment-Related Practices fault. These payments will not exceed the "Personal injury" to: applicable limit of insurance. We will pay reasonable expenses for: (1) A person arising out of any: (1) First aid administered at the time of an (a) Refusal to employ that person; accident; (b) Termination of that person's (2) Necessary medical, surgical, X-ray and employment; or dental services, including prosthetic (c) Employment-related practice, policy, devices; and act or omission, such as coercion, (3) Necessary ambulance, hospital, demotion, evaluation, reassignment, professional nursing and funeral services. discipline, failure to promote or 2. Exclusions advance, harassment, humiliation, discrimination, libel, slander, violation We will not pay expenses for"bodily injury": of the person's right of privacy, a. Any Insured malicious prosecution or false arrest, To any insured, except"volunteer workers". detention or imprisonment applied to or directed at that person, regardless of b. Hired Person whether such practice, policy, act or To a person hired to do work for or on behalf of omission occurs, is applied or is any insured or a tenant of any insured. committed before, during or after the time of that person's employment; or c. Injury On Normally Occupied Premises (2) The spouse, child, parent, brother or sister To a person injured on that part of premises of that person as a consequence of you own or rent that the person normally "personal injury" to that person at whom occupies. any of the employment-related practices d. Workers' Compensation And Similar Laws described in Paragraph (a), (b), or (c) To a person, whether or not an "employee" of above is directed. any insured, if benefits for the "bodily injury" are This exclusion applies whether the insured may payable or must be provided under a workers' be liable as an employer or in any other capacity compensation or disability benefits law or a and to any obligation to share damages with or similar law. repay someone else who must pay damages e. Athletics Activities because of the "personal injury". To a person injured while practicing, instructing COVERAGE C—MEDICAL PAYMENTS or participating in any physical exercises or 1. Insuring Agreement games, sports, or athletic contests. a. We will pay medical expenses as described f. Products-Completed Operations Hazard below for "bodily injury" caused by an accident: Included within the "products-completed (1) On premises you own or rent; operations hazard". (2) On ways next to premises you own or rent; g• Coverage A Exclusions or Excluded under Coverage A. CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 9 of 21 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY SUPPLEMENTARY PAYMENTS assumed by the insured in the same "insured 1. We will pay, with respect to any claim we contract"; investigate or settle, or any "suit" against an insured d. The allegations in the "suit" and the information we defend: we know about the "occurrence" or offense are such that no conflict appears to exist between a. All expenses we incur. the interests of the insured and the interests of b. Up to $2,500 for the cost of bail bonds required the indemnitee; because of accidents or traffic law violations e. The indemnitee and the insured ask us to arising out of the use of any vehicle to which conduct and control the defense of that the Bodily Injury Liability Coverage applies. We indemnitee against such "suit" and agree that do not have to furnish these bonds. we can assign the same counsel to defend the c. The cost of bonds to release attachments, but insured and the indemnitee; and only for bond amounts within the applicable limit f. The indemnitee: of insurance. We do not have to furnish these (1) Agrees in writing to: bonds. d. All reasonable expenses incurred by the (a) Cooperate with us in the investigation, insured at our request to assist us in the settlement or defense of the "suit"; investigation or defense of the claim or "suit", (b) Immediately send us copies of any including actual loss of earnings up to $500 a demands, notices, summonses or legal day because of time off from work. papers received in connection with the e. All court costs taxed against the insured in the "suit"; "suit". However, these payments do not include (c) Notify any other insurer whose attorneys' fees or attorneys' expenses taxed coverage is available to the indemnitee; against the insured. and f. Prejudgment interest awarded against the (d) Cooperate with us with respect to insured on that part of the judgment we pay. If coordinating other applicable insurance we make an offer to pay the applicable limit of available to the indemnitee; and insurance, we will not pay any prejudgment (2) Provides us with written authorization to: interest based on that period of time after the offer. (a) Obtain records and other information g. All interest on the full amount of any judgment related to the "suit"; and that accrues after entry of the judgment and (b) Conduct and control the defense of the before we have paid, offered to pay, or indemnitee in such "suit". deposited in court the part of the judgment that So long as the above conditions are met, attorneys' is within the applicable limit of insurance. fees incurred by us in the defense of that These payments will not reduce the limits of indemnitee, necessary litigation expenses incurred insurance. by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as 2. If we defend an insured against a "suit" and an Supplementary Payments. Notwithstanding the indemnitee of the insured is also named as a party provisions of Paragraph 2.b.(2) of Section I — to the "suit", we will defend that indemnitee if all of Coverages — Coverage A — Bodily Injury And the following conditions are met: Property Damage Liability or Paragraph 2.e. of a. The "suit" against the indemnitee seeks Section I — Coverages — Coverage B — Personal damages for which the insured has assumed And Advertising Injury Liability, such payments will the liability of the indemnitee in a contract or not be deemed to be damages for "bodily injury", agreement that is an "insured contract"; "property damage" or "personal injury", and will not reduce the limits of insurance. b. This insurance applies to such liability assumed Our obligation to defend an insured's indemnitee by the insured; and to pay for attorneys' fees and necessary c. The obligation to defend, or the cost of the litigation expenses as Supplementary Payments defense of, that indemnitee, has also been ends when: Page 10 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 OO 02 19 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY a. We have used up the applicable limit of workers" while performing duties insurance in the payment of judgments, related to the conduct of your settlements or medical expenses; or business; b. The conditions set forth above, or the terms of (b) To the spouse, child, parent, brother or the agreement described in Paragraph f. above, sister of that co-"employee" or are no longer met. "volunteer worker" as a consequence SECTION II —WHO IS AN INSURED of Paragraph (1)(a) above; 1. If you are designated in the Declarations as: (c) For which there is any obligation to a. An individual, you and your spouse are share damages with or repay someone insureds, but only with respect to the conduct else who must pay damages because of a business of which you are the sole owner. of the injury described in Paragraph b. A partnership or joint venture, you are an (1)(a) or (b) above; or insured. Your members, your partners, and (d) Arising out of his or her providing or their spouses are also insureds, but only with failing to provide professional health respect to the conduct of your business. care services. c. A limited liability company, you are an insured. Unless you are in the business or Your members are also insureds, but only with occupation of providing professional health respect to the conduct of your business. Your care services, Paragraphs (1)(a), (b), (c) managers are insureds, but only with respect to and (d) above do not apply to "bodily injury" their duties as your managers. arising out of providing or failing to provide d. An organization other than a partnership, joint first aid or "Good Samaritan services" by venture or limited liability company, you are an any of your "employees" or "volunteer insured. Your "executive officers" and directors workers", other than an employed or volunteer doctor. Any such employees or are insureds, but only with respect to their "volunteer workers" providing or failing to duties as your officers or directors. Your provide first aid or "Good Samaritan stockholders are also insureds, but only with services" during their work hours for you respect to their liability as stockholders. will be deemed to be acting within the e. A trust, you are an insured. Your trustees are scope of their employment by you or also insureds, but only with respect to their performing duties related to the conduct of duties as trustees. your business. 2. Each of the following is also an insured: (2) "Property damage" to property: a. Your "volunteer workers" only while performing (a) Owned, occupied or used by; duties related to the conduct of your business, (b) Rented to, in the care, custody or or your "employees", other than either your control of, or over which physical "executive officers" (if you are an organization control is being exercised for any other than a partnership, joint venture or limited purpose by; liability company) or your managers (if you are a limited liability company), but only for acts you, any of your "employees", "volunteer within the scope of their employment by you or workers", any partner or member (if you are while performing duties related to the conduct a partnership or joint venture), or any of your business. However, none of these member (if you are a limited liability "employees" or "volunteer workers" are company). insureds for: b. Any person (other than your "employee" or (1) "Bodily injury" or"personal injury": "volunteer worker"), or any organization, while (a) To you, to your partners or members (if acting as your real estate manager. you are a partnership or joint venture), c. Any person or organization having proper to your members (if you are a limited temporary custody of your property if you die, liability company), to a co-"employee" but only: while in the course of his or her (1) With respect to liability arising out of the employment or performing duties maintenance or use of that property; and related to the conduct of your business, or to your other "volunteer (2) Until your legal representative has been appointed. CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 11 of 21 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY d. Your legal representative if you die, but only b. Arises out of the ownership, maintenance or with respect to duties as such. That use of that part of any premises leased to you. representative will have all your rights and The insurance provided to such premises owner, duties under this Coverage Part. manager or lessor is subject to the following e. Any person or organization that, with your provisions: express or implied consent, either uses or is a. The limits of insurance provided to such responsible for the use of a watercraft that you premises owner, manager or lessor will be the do not own that is: minimum limits that you agreed to provide in the (1) 50 feet long or less; and written contract or agreement, or the limits (2) Not being used to carry any person or shown in the Declarations, whichever are less. property for a charge. b. The insurance provided to such premises 3. Any organization you newly acquire or form, other owner, manager or lessor does not apply to: than a partnership, joint venture or limited liability (1) Any "bodily injury" or "property damage" company, and of which you are the sole owner or in that occurs, or "personal and advertising which you maintain an ownership interest of more injury" caused by an offense that is than 50%, will qualify as a Named Insured if there is committed, after you cease to be a tenant in no other similar insurance available to that that premises; or organization. However: (2) Structural alterations, new construction or a. Coverage under this provision is afforded only demolition operations performed by or on until the 180th day after you acquire or form the behalf of such premises owner, manager or organization or the end of the policy period, lessor. whichever is earlier; 5. Any person or organization that is an equipment b. Coverage A does not apply to "bodily injury" or lessor and that you have agreed in a written contract "property damage" that occurred before you or agreement to include as an additional insured on acquired or formed the organization; and this Coverage Part is an insured, but only with c. Coverage B does not apply to "personal and respect to liability for "bodily injury", "property advertising injury" arising out of an offense damage", or"personal and advertising injury" that: committed before you acquired or formed the a. Is "bodily injury" or "property damage" that organization. occurs, or is "personal and advertising injury" caused by an offense that is committed, For the purposes of Paragraph 1. of Section II — subsequent to the signing of that contract or Who Is An Insured, each such organization will be agreement; and deemed to be designated in the Declarations as: b. Is caused, in whole or in part, by your acts or a. An organization, other than a partnership, joint omissions in the maintenance, operation or use venture or limited liability company; or of equipment leased to you by such equipment b. A trust; lessor. The insurance provided to such equipment lessor is as indicated in its name or the documents that subject to the following provisions: govern its structure. a. The limits of insurance provided to such 4. Any person or organization that is a premises equipment lessor will be the minimum limits that owner, manager or lessor and that you have agreed you agreed to provide in the written contract or in a written contract or agreement to include as an agreement, or the limits shown in the additional insured on this Coverage Part is an Declarations, whichever are less. insured, but only with respect to liability for "bodily injury", "property damage" or "personal and b. The insurance provided to such equipment advertising injury" that: lessor does not apply to any "bodily injury" or "property damage" that occurs, or "personal a. Is "bodily injury" or "property damage" that and advertising injury" caused by an offense occurs, or is "personal and advertising injury" that is committed, after the equipment lease caused by an offense that is committed, expires. subsequent to the signing of that contract or No person or organization is an insured with respect to agreement; and the conduct of any current or past partnership, joint Page 12 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 OO 02 19 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY venture or limited liability company that is not shown as a. The amount shown for the Damage To a Named Insured in the Declarations. This paragraph Premises Rented To You Limit in the does not apply to any such partnership, joint venture or Declarations of this Coverage Part; or limited liability company that otherwise qualifies as an b. $300,000 if no amount is shown for the insured under Section II —Who Is An Insured. Damage To Premises Rented To You Limit in SECTION III —LIMITS OF INSURANCE the Declarations of this Coverage Part. 1. The Limits of Insurance shown in the Declarations 7. Subject to Paragraph 5. above, the Medical and the rules below fix the most we will pay Expense Limit is the most we will pay under regardless of the number of: Coverage C for all medical expenses because of a. Insureds; "bodily injury" sustained by any one person. The Limits of Insurance of this Coverage Part apply b. Claims made or"suits" brought; or separately to each consecutive annual period and to any c. Persons or organizations making claims or remaining period of less than 12 months, starting with bringing "suits". the beginning of the policy period shown in the Declarations, unless the policy period is extended after 2. The General Aggregate Limit is the most we will pay issuance for an additional period of less than 12 for the sum of: months. In that case, the additional period will be a. Medical expenses under Coverage C; deemed part of the last preceding period for purposes of b. Damages under Coverage A, except damages determining the Limits of Insurance. because of "bodily injury" or "property damage" SECTION IV — COMMERCIAL GENERAL LIABILITY included in the "products-completed operations CONDITIONS hazard"; and 1. Bankruptcy c. Damages under Coverage B. Bankruptcy or insolvency of the insured or of the 3. The Products-Completed Operations Aggregate insured's estate will not relieve us of our obligations Limit is the most we will pay under Coverage A for under this Coverage Part. damages because of "bodily injury" and "property 2, Duties In The Event Of Occurrence, Offense, damage" included in the "products-completed Claim Or Suit operations hazard". a. You must see to it that we are notified as soon 4. Subject to Paragraph 2. above, the Personal And as practicable of an "occurrence" or an offense Advertising Injury Limit is the most we will pay which may result in a claim. To the extent under Coverage B for the sum of all damages possible, notice should include: because of all "personal injury" and "advertising injury" sustained by any one person or organization. (1) How, when and where the "occurrence" or offense took place; 5. Subject to Paragraph 2. or 3. above, whichever applies, the Each Occurrence Limit is the most we (2) The names and addresses of any injured will pay for the sum of: persons and witnesses; and a. Damages under Coverage A; and (3) The nature and location of any injury or damage arising out of the "occurrence" or b. Medical expenses under Coverage C; offense. because of all "bodily injury" and "property damage" arising out of any one "occurrence". b. If a claim is made or "suit" is brought against any insured, you must: For the purposes of determining the applicable Each Occurrence Limit, all related acts or (1) Immediately record the specifics of the omissions committed in providing or failing to claim or"suit" and the date received; and provide first aid or "Good Samaritan services" to (2) Notify us as soon as practicable. any one person will be deemed to be one "occurrence". You must see to it that we receive written notice of the claim or"suit" as soon as practicable. 6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will c. You and any other involved insured must: pay under Coverage A for damages because of (1) Immediately send us copies of any "premises damage" to any one premises. The demands, notices, summonses or legal Damage To Premises Rented To You Limit will be: papers received in connection with the claim or"suit"; CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 13 of 21 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY (2) Authorize us to obtain records and other (iii) An executive officer or director of information; any other organization; or (3) Cooperate with us in the investigation or (iv)A trustee of any trust; settlement of the claim or defense against the "suit"; and that is your partner, joint venture member, manager or trustee; or (4) Assist us, upon our request, in the enforcement of any right against any (b) Any employee authorized by such person or organization which may be liable partnership, joint venture, limited to the insured because of injury or damage liability company, trust or other organization to give notice of an to which this insurance may also apply. "occurrence" or offense. d. No insured will, except at that insured's own (3) Notice to us of such "occurrence" or cost, voluntarily make a payment, assume any offense will be deemed to be given as soon obligation, or incur any expense, other than for as practicable if it is given in good faith as first aid, without our consent. soon as practicable to your workers' e. The following provisions apply to Paragraph a. compensation insurer. This applies only if above, but only for purposes of the insurance you subsequently give notice to us of the provided under this Coverage Part to you or any "occurrence" or offense as soon as insured listed in Paragraph 1. or 2. of Section II practicable after any of the persons —Who Is An Insured: described in Paragraph e.(1) or (2) above discovers that the "occurrence" or offense (1) Notice to us of such "occurrence" or may result in sums to which the insurance offense must be given as soon as provided under this Coverage Part may practicable only after the "occurrence" or apply. offense is known to you (if you are an However, if this policy includes an endorsement individual), any of your partners or that provides limited coverage for "bodily injury" members who is an individual (if you are a or "property damage" or pollution costs arising partnership or joint venture), any of your out of a discharge, release or escape of managers who is an individual (if you are a "pollutants" which contains a requirement that limited liability company), any of your the discharge, release or escape of "pollutants" "executive officers" or directors (if you are must be reported to us within a specific number an organization other than a partnership, of days after its abrupt commencement, this joint venture, or limited liability company), Paragraph e. does not affect that requirement. any of your trustees who is an individual (if you are a trust) or any "employee" 3. Legal Action Against Us authorized by you to give notice of an No person or organization has a right under this "occurrence" or offense. Coverage Part: (2) If you are a partnership, joint venture, a. To join us as a party or otherwise bring us into limited liability company or trust, and none a "suit" asking for damages from an insured; or of your partners, joint venture members, b. To sue us on this Coverage Part unless all of managers or trustees are individuals, notice its terms have been fully complied with. to us of such "occurrence" or offense must be given as soon as practicable only after A person or organization may sue us to recover on the "occurrence" or offense is known by: an agreed settlement or on a final judgment against an insured; but we will not be liable for damages (a) Any individual who is: that are not payable under the terms of this Coverage Part or that are in excess of the (i) A partner or member of any applicable limit of insurance. An agreed settlement partnership or joint venture; means a settlement and release of liability signed by (ii) A manager of any limited liability us, the insured, and the claimant or the claimant's company; legal representative. Page 14 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 OO 02 19 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY 4. Other Insurance (ii) That is insurance for "premises If valid and collectible other insurance is available to damage"; the insured for a loss we cover under Coverages A (iii) If the loss arises out of the or B of this Coverage Part, our obligations are maintenance or use of aircraft, limited as described in Paragraphs a. and b. below. "autos" or watercraft to the extent As used anywhere in this Coverage Part, other not subject to any exclusion in this insurance means insurance, or the funding of Coverage Part that applies to losses, that is provided by, through or on behalf of: aircraft, "autos" or watercraft; (i) Another insurance company; (iv) That is insurance available to a premises owner, manager or (i i) Us or any of our affiliated insurance companies, lessor that qualifies as an insured except when the Non cumulation of Each under Paragraph 4. of Section II — Occurrence Limit provision of Paragraph 5. of Who Is An Insured, except when Section III — Limits Of Insurance or the Non Paragraph d. below applies; or cumulation of Personal and Advertising Injury (v) That is insurance available to an Limit provision of Paragraph 4. of Section III — equipment lessor that qualifies as Limits of Insurance applies because the an insured under Paragraph 5. of Amendment — Non Cumulation Of Each Occurrence Limit Of Liability And Non Section II — Who Is An Insured, except when Paragraph d. below Cumulation Of Personal And Advertising Injury Limit endorsement is included in this policy; applies. (iii)Any risk retention group; or (b) Any of the other insurance, whether primary, excess, contingent or on any (iv)Any self-insurance method or program, in other basis, that is available to the which case the insured will be deemed to be insured when the insured is an the provider of other insurance. additional insured, or is any other Other insurance does not include umbrella insured that does not qualify as a insurance, or excess insurance, that was bought named insured, under such other specifically to apply in excess of the Limits of insurance. Insurance shown in the Declarations of this (2) When this insurance is excess, we will Coverage Part. have no duty under Coverages A or B to As used anywhere in this Coverage Part, other defend the insured against any "suit" if any insurer means a provider of other insurance. As other insurer has a duty to defend the used in Paragraph c. below, insurer means a insured against that "suit". If no other provider of insurance. insurer defends, we will undertake to do so, but we will be entitled to the insureds rights a. Primary Insurance against all those other insurers. This insurance is primary except when (3) When this insurance is excess over other Paragraph b. below applies. If this insurance is insurance, we will pay only our share of the primary, our obligations are not affected unless amount of the loss, if any, that exceeds the any of the other insurance is also primary. sum of: Then, we will share with all that other insurance (a) The total amount that all such other by the method described in Paragraph c. below, insurance would pay for the loss in the except when Paragraph d. below applies. absence of this insurance; and b. Excess Insurance (b) The total of all deductible and self- insured amounts under all that other (1) This insurance is excess over: insurance. (a) Any of the other insurance, whether (4) We will share the remaining loss, if any, primary, excess, contingent or on any with any other insurance that is not other basis: described in this Excess Insurance provision and was not bought specifically to (i) That is Fire, Extended Coverage, apply in excess of the Limits of Insurance Builder's Risk, Installation Risk or shown in the Declarations of this Coverage similar coverage for"your work"; Part. CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 15 of 21 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY c. Method Of Sharing a. The statements in the Declarations are If all of the other insurance permits contribution accurate and complete; by equal shares, we will follow this method also. b. Those statements are based upon Under this approach each insurer contributes representations you made to us; and equal amounts until it has paid its applicable c. We have issued this policy in reliance upon limit of insurance or none of the loss remains, your representations. whichever comes first. The unintentional omission of, or unintentional error If any of the other insurance does not permit in, any information provided by you which we relied contribution by equal shares, we will contribute upon in issuing this policy will not prejudice your by limits. Under this method, each insurer's rights under this insurance. However, this provision share is based on the ratio of its applicable limit does not affect our right to collect additional of insurance to the total applicable limits of premium or to exercise our rights of cancellation or insurance of all insurers. nonrenewal in accordance with applicable insurance d. Primary And Non-Contributory Insurance If laws or regulations. Required By Written Contract 7. Separation Of Insureds If you specifically agree in a written contract or Except with respect to the Limits of Insurance, and agreement that the insurance afforded to an any rights or duties specifically assigned in this insured under this Coverage Part must apply on Coverage Part to the first Named Insured, this a primary basis, or a primary and non- insurance applies: contributory basis, this insurance is primary to a. As if each Named Insured were the only other insurance that is available to such insured Named Insured; and which covers such insured as a named insured, and we will not share with that other insurance, b. Separately to each insured against whom claim provided that: is made or"suit" is brought. (1) The "bodily injury" or "property damage" for $• Transfer Of Rights Of Recovery Against Others which coverage is sought occurs; and To Us (2) The "personal and advertising injury" for If the insured has rights to recover all or part of any which coverage is sought is caused by an payment we have made under this Coverage Part, offense that is committed; those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, subsequent to the signing of that contract or the insured will bring "suit" or transfer those rights agreement by you. to us and help us enforce them. 5. Premium Audit 9. When We Do Not Renew a. We will compute all premiums for this Coverage If we decide not to renew this Coverage Part, we will Part in accordance with our rules and rates. mail or deliver to the first Named Insured shown in b. Premium shown in this Coverage Part as the Declarations written notice of the nonrenewal advance premium is a deposit premium only. At not less than 30 days before the expiration date. the close of each audit period we will compute If notice is mailed, proof of mailing will be sufficient the earned premium for that period and send proof of notice. notice to the first Named Insured. The due date SECTION V—DEFINITIONS for audit and retrospective premiums is the date 1. "Advertisement" means a notice that is broadcast or shown as the due date on the bill. If the sum of published to the general public or specific market the advance and audit premiums paid for the segments about your goods, products or services policy period is greater than the earned for the purpose of attracting customers or premium, we will return the excess to the first Named Insured. supporters. For the purposes of this definition: c. The first Named Insured must keep records of a. Notices that are published include material the information we need for premium placed on the Internet or on similar electronic computation, and send us copies at such times means of communication; and as we may request. b. Regarding websites, only that part of a website 6. Representations that is about your goods, products or services for the purposes of attracting customers or By accepting this policy, you agree: supporters is considered an advertisement. Page 16 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 OO 02 19 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY 2. "Advertising injury": b. In, by or with any other electronic means of a. Means injury caused by one or more of the communication, such as the Internet, if that following offenses: material is part of: (1) Oral or written publication, including (1) Radio or television programming being publication by electronic means, of material transmitted; in your "advertisement" that slanders or (2) Other entertainment, educational, libels a person or organization or instructional, music or news programming disparages a person's or organization's being transmitted; or goods, products or services, provided that the claim is made or the "suit" is brought by (3) Advertising transmitted with any of such a person or organization that claims to have programming. been slandered or libeled, or that claims to have had its goods, products or services 6. "Coverage territory" means: disparaged; a. The United States of America (including its (2) Oral or written publication, including territories and possessions), Puerto Rico and publication by electronic means, of material Canada; in your"advertisement" that: b. International waters or airspace, but only if the (a) Appropriates a person's name, voice, injury or damage occurs in the course of travel photograph or likeness; or or transportation between any places included (b) Unreasonably places a person in a in Paragraph a. above; or false light; or c. All other parts of the world if the injury or (3) Infringement of copyright, "title" or "slogan" damage arises out of: in your "advertisement", provided that the c (1) Goods or products made or sold by you in claim is made or the "suit" is brought by a the territory described in Paragraph a. person or organization that claims ownership of such copyright, "title" or above; "slogan". (2) The activities of a person whose home is in b. Includes "bodily injury" caused by one or more the territory described in Paragraph a. of the offenses described in Paragraph a. above, but is away for a short time on your above. business; or 3. "Auto" means: (3) "Personal and advertising injury" offenses a. A land motor vehicle, trailer or semitrailer that take place through the Internet or designed for travel on public roads, including similar electronic means of communication; any attached machinery or equipment; or provided the insured's responsibility to pay b. Any other land vehicle that is subject to a damages is determined in a "suit" on the merits in compulsory or financial responsibility law, or the territory described in Paragraph a. above, or in a other motor vehicle insurance law, where it is settlement we agree to. licensed or principally garaged. 7. "Electronic data" means information, facts or However, "auto" does not include "mobile programs stored as or on, created or used on, or equipment". transmitted to or from computer software (including 4. "Bodily injury" means: systems and applications software), hard or floppy disks, CD-ROMs, tapes, drives, cells, data a. Physical harm, including sickness or disease, processing devices or any other media which are sustained by a person; or used with electronically controlled equipment. b. Mental anguish, injury or illness, or emotional g, "Employee" includes a "leased worker". "Employee" distress, resulting at any time from such does not include a "temporary worker". physical harm, sickness or disease. 5. "Broadcasting" means transmitting any audio or 9• "Executive officer" means a person holding any of visual material for any purpose: the officer positions created by your charter, constitution, bylaws or any other similar governing a. By radio or television; or document. CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 17 of 21 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY 10. "Good Samaritan services" means any emergency tracks, roadbeds, tunnel, underpass or medical services for which no compensation is crossing; demanded or received. (2) That indemnifies an architect, engineer or 11. "Hostile fire" means a fire which becomes surveyor for injury or damage arising out of: uncontrollable or breaks out from where it was intended to be. (a) Preparing, approving, or failing to prepare or approve, maps, shop 12. "Impaired property" means tangible property, other drawings, opinions, reports, surveys, than "your product" or "your work", that cannot be field orders, change orders or drawings used or is less useful because: and specifications; or a. It incorporates "your product" or "your work" (b) Giving directions or instructions, or that is known or thought to be defective, failing to give them, if that is the deficient, inadequate or dangerous; or primary cause of the injury or damage; or b. You have failed to fulfill the terms of a contract or agreement; (3) Under which the insured, if an architect, if such property can be restored to use by the engineer or surveyor, assumes liability for an injury or damage arising out of the repair, replacement, adjustment or removal of "your insured's rendering or failure to render product" or "your work" or your fulfilling the terms of professional services, including those listed the contract or agreement. in Paragraph (2) above and supervisory, 13. "Insured contract" means: inspection, architectural or engineering a. A contract for a lease of premises. However, activities. that portion of the contract for a lease of 14. "Leased worker" means a person leased to you by a premises that indemnifies any person or labor leasing firm under an agreement between you organization for "premises damage" is not an and the labor leasing firm, to perform duties related "insured contract"; to the conduct of your business. "Leased worker" b. A sidetrack agreement; does not include a "temporary worker". 15. "Loading or unloading" means the handling of c. Any easement or license agreement, except in connection with construction or demolition property: operations on or within 50 feet of a railroad; a. After it is moved from the place where it is accepted for movement into or onto an aircraft, d. An obligation, as required by ordinance, to watercraft or"auto"; indemnify a municipality, except in connection with work for a municipality; b. While it is in or on an aircraft, watercraft or "auto"; or e. An elevator maintenance agreement; f. That part of any other contract or agreement c. While it is being moved from an aircraft, watercraft or "auto" to the place where it is pertaining to your business (including an finally delivered; indemnification of a municipality in connection with work performed for a municipality) under but "loading or unloading" does not include the which you assume the tort liability of another movement of property by means of a mechanical party to pay for "bodily injury", "property device, other than a hand truck, that is not attached damage" or "personal injury" to a third person to the aircraft, watercraft or"auto". or organization. Tort liability means a liability that 16. "Mobile equipment" means any of the following would be imposed by law in the absence of any types of land vehicles, including any attached contract or agreement. machinery or equipment: Paragraph f. does not include that part of any a. Bulldozers, farm machinery, forklifts and other contract or agreement: vehicles designed for use principally off public (1) That indemnifies a railroad for "bodily roads; injury" or "property damage" arising out of b. Vehicles maintained for use solely on or next to construction or demolition operations, premises you own or rent; within 50 feet of any railroad property and affecting any railroad bridge or trestle, c. Vehicles that travel on crawler treads; Page 18 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY d. Vehicles, whether self-propelled or not, b. An act or omission committed in providing or maintained primarily to provide mobility to failing to provide first aid or "Good Samaritan permanently mounted: services" to a person, unless you are in the (1) Power cranes, shovels, loaders, diggers or business or occupation of providing drills; or professional health care services. (2) Road construction or resurfacing 18. "Personal and advertising injury" means "personal equipment such as graders, scrapers or injury" or"advertising injury". rollers; 19. "Personal injury": e. Vehicles not described in Paragraph a., b., c. or d. above that are not self-propelled and are a. Means injury, other than "advertising injury", maintained primarily to provide mobility to caused by one or more of the following permanently attached equipment of the offenses: following types: (1) False arrest, detention or imprisonment; (1) Air compressors, pumps and generators, including spraying, welding, building (2) Malicious prosecution; cleaning, geophysical exploration, lighting and well servicing equipment; or (3) The wrongful eviction from, wrongful entry into, or invasion of the right of private (2) Cherry pickers and similar devices used to occupancy of a room, dwelling or premises raise or lower workers; that a person occupies, provided that the f. Vehicles not described in Paragraph a., b., c. wrongful eviction, wrongful entry or invasion or d. above maintained primarily for purposes of the right of private occupancy is other than the transportation of persons or committed by or on behalf of the owner, cargo. landlord or lessor of that room, dwelling or However, self-propelled vehicles with the premises; following types of permanently attached (4) Oral or written publication, including equipment are not "mobile equipment" but will publication by electronic means, of material be considered "autos": that slanders or libels a person or (1) Equipment designed primarily for: organization or disparages a person's or organization's goods, products or services, (a) Snow removal; provided that the claim is made or the "suit" (b) Road maintenance, but not is brought by a person or organization that construction or resurfacing; or claims to have been slandered or libeled, or (c) Street cleaning; that claims to have had its goods, products or services disparaged; or (2) Cherry pickers and similar devices mounted on automobile or truck chassis (5) Oral or written publication, including and used to raise or lower workers; and publication by electronic means, of material that: (3) Air compressors, pumps and generators, including spraying, welding, building (a) Appropriates a person's name, voice, cleaning, geophysical exploration, lighting photograph or likeness; or and well servicing equipment. However, "mobile equipment" does not include any (b) Unreasonably places a person in a land vehicle that is subject to a compulsory or false light. financial responsibility law, or other motor vehicle b. Includes "bodily injury" caused by one or more insurance law, where it is licensed or principally of the offenses described in Paragraph a. garaged. Such land vehicles are considered above. "autos". 17. "Occurrence" means: 20. "Pollutants" mean any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, a. An accident, including continuous or repeated vapor, soot, fumes, acids, alkalis, chemicals and exposure to substantially the same general waste. Waste includes materials to be recycled, harmful conditions; or reconditioned or reclaimed. CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 19 of 21 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY 21. "Premises damage" means: contract calls for work at more than a. With respect to the first paragraph of the one job site. exceptions in Exclusion j. of Section I — (c) When that part of the work done at a Coverage A — Bodily Injury And Property job site has been put to its intended Damage Liability, "property damage" to any use by any person or organization other premises while rented to you for a period of than another contractor or seven or fewer consecutive days, including the subcontractor working on the same contents of such premises; or project. b. With respect to the exception to Exclusions c. Work that may need service, maintenance, through n. in the last paragraph of Paragraph 2. correction, repair or replacement, but which of Section I — Coverage A — Bodily Injury And is otherwise complete, will be treated as Property Damage Liability, "property damage" to completed. any premises while rented to you for a period of b. Does not include "bodily injury" or "property more than seven consecutive days, or while damage" arising out of: temporarily occupied by you with permission of the owner, caused by: (1) The transportation of property, unless the injury or damage arises out of a condition in (1) Fire; or on a vehicle not owned or operated by (2) Explosion; you, and that condition was created by the "loading or unloading" of that vehicle by any (3) Lightning; insured; (4) Smoke resulting from fire, explosion or (2) The existence of tools, uninstalled lightning; or equipment or abandoned or unused (5) Water. materials; or But "premises damage" under this Paragraph (3) Products or operations for which the b. does not include "property damage" to any classification, listed in the Declarations or premises caused by: in a policy Schedule, states that products- completed operations are subject to the (1) Rupture, bursting, or operation of pressure General Aggregate Limit. relief devices; (2) Rupture or bursting due to expansion or 23. "Property damage" means: swelling of the contents of any building or a. Physical injury to tangible property, including all structure caused by or resulting from water; resulting loss of use of that property. All such or loss of use will be deemed to occur at the time of (3) Explosion of steam boilers, steam pipes, the physical injury that caused it; or steam engines or steam turbines. b. Loss of use of tangible property that is not 22. "Products-completed operations hazard": physically injured. All such loss of use will be deemed to occur at the time of the "occurrence" a. Includes all "bodily injury" and "property that caused it. damage" occurring away from premises you For the purposes of this insurance, "electronic data" own or rent and arising out of "your product" or is not tangible property. "your work" except: (1) Products that are still in your physical 24. "Slogan": possession; or a. Means a phrase that others use for the purpose (2) Work that has not yet been completed or of attracting attention in their advertising. abandoned. However, "your work" will be b. Does not include a phrase used as, or in, the deemed completed at the earliest of the name of: following times: (1) Any person or organization, other than you; (a) When all of the work called for in your or contract has been completed. (2) Any business, or any of the premises, (b) When all of the work to be done at the goods, products, services or work, of any job site has been completed if your person or organization, other than you. Page 20 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY 25. "Suit" means a civil proceeding in which damages (a) You; because of "bodily injury", "property damage" or "personal and advertising injury" to which this (b) Others trading under your name; or insurance applies are alleged. "Suit" includes: (c) A person or organization whose a. An arbitration proceeding in which such business or assets you have acquired; damages are claimed and to which the insured and must submit or does submit with our consent; (2) Containers (other than vehicles), materials, or parts or equipment furnished in connection b. Any other alternative dispute resolution with such goods or products. proceeding in which such damages are claimed b. Includes: and to which the insured submits with our (1) Warranties or representations made at any consent. time with respect to the fitness, quality, 26. "Temporary worker" means a person who is durability, performance or use of "your furnished to you to substitute for a permanent product"; and "employee" on leave or to meet seasonal or short- (2) The providing of or failure to provide term workload conditions. warnings or instructions. 27. "Title" means a name of a literary or artistic work. c. Does not include vending machines or other 28. "Unsolicited communication" means any property rented to or located for the use of communication, in any form, that the recipient of others but not sold. such communication did not specifically request to 31. "Your work": receive. a. Means: 29. "Volunteer worker" means a person who is not your (1) Work or operations performed by you or on "employee", and who donates his or her work and your behalf; and acts at the direction of and within the scope of duties determined by you, and is not paid a fee, (2) Materials, parts or equipment furnished in salary or other compensation by you or anyone else connection with such work or operations. for their work performed for you. b. Includes: 30. "Your product": (1) Warranties or representations made at any a. Means: time with respect to the fitness, quality, durability, performance or use of "your (1) Any goods or products, other than real work"; and property, manufactured, sold, handled, distributed or disposed of by: (2) The providing of or failure to provide warnings or instructions. CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 21 of 21 Includes copyrighted material of Insurance Services Office, Inc.with its permission. TRAVELERS!' WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76 ( A)— POLICY NUMBER: UB2L553909 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA (BLANKET WAIVER) 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. The additional premium for this endorsement shall be % of the California workers' compensation pre- mium. Schedule Person or Organization Job Description Any Person or organization for which the insured has agreed by written contract executed prior to loss to furnish this waiver. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Insurance Company Countersigned by Travelers Property Casualty Company of America DATE OF ISSUE: 9/9/2025 Page 1 of 1 Policy#AEC909023107 BERKLEY INSURANCE COMPANY 2- The each Claim limit shown in Item 3A of the Declarations is the most we will Pay for the sum of all Damages and Claire Expenses arising out of any single Claim. Two or more Claims considered a single Claim shall collectively be subject to the each Clairrn Ilmlt of liability shown In Item 3A of the Declarations. 3. The each Claim limit is the most we will pay for the sum of all Damages and Claim Expenses arising out of any single Claim regardless of how many Insuring Agreements may apply to such Claim- 4- The Policy Year Aggregate Iimit showan In Item 3B of the Declarations is the most we will pay for the sum of all Damages and Claim Expanses for aJl Claims made and reported during each Policy Year. 5_ The payment of Damages and Claim Expenses will reduce the each Claim limit. F. ]Deductible You must pay the Deductibte for Clairn Expenses and Damages cowered by this Policy before we are obligated to make any payment under the each Claim limit. The Der!uetlble roust be paid from your own account.and payments by other parties or insurers on your behalf shall not satisfy the deductible. We have the right to determine the reasonableness of Claim Expenses that qualify to satisfy the Deductible. The Deductible for each Claim is set forth in Item 4A of the Declarations, The Policy Year Aggregate Deductible showrn in Item 4B of the Declarations is the most the Named Insured must pay as a Deductible for the sum of all Claims made and reported during each Policy Year, G. Deductible Credits 1, Mediation Credit, Your Deductible obl igation may be reduced by 50%,su bject to a maxi mum reduction of S 15,000 if you agree vAth our decision to use Mediation and the Claire is fully and finally resolved by such Mediation. 2, Risk Management Credit, Your Deductible obligation may be reduced by 50%, subject to a maximum reduction of $25,000 if prior to the report date of a Claim, there is a signed, written and enforceable agreement for the Professional Services involved in the Claim,and it Includes a clause Ilmiting your liability to $ 50,000 or less. 3_ First Claim DeduciVe Credit., If the first Cfalm you ever report to us is Marie against you: a. Greater than 24 months after the Knowledge Date shown on the Policy Declarations, then your Deductible obligation for that Claim may be reduced by 25%r subject to a maximum reduction of$40.000; or b. Greater than 'aft months after the Knowledge Date shown on the Policy Declarations, then your Deductible obligation for that Claim may be reduced by 50%, subject to a maximum reduction of$40,000_ If mare than one deducbble Credit applies, your Deductible obligation will be reduced by 50%, SuljKt to a maximum reduction of$50,1)00. H. Notice of Cancellation and Nonrenewal This Policy may be canceled by the Named Insured identified in tha declarations, by surrender of the Policy to us or our authorized representative or by giving us written notice stating when,thereafter,such cancellation shall be effective. We will not canoe]this Policy except for nonpayment of premium, fraud or material misrepresentation in procuring this insurance or in relation to any Claim, or changes in law affecting this Policy. If we cancel this Policy, we will mail or deliver to the first Named Insured, on behalf of all Insureds:written notice of cancellation_ We will provide you at teas! ten (10)days-notice before the effective date of cancellation if we cancel for nonpayment of premium. If we caneel lot any other reason, we will provide at least sixty(60)days-notice before the effective date of cancellation- If this Policy is canceled, we will send the first blamed Insured any premium refund due. The refund will be pro rata. The cancellation will be effective even if we have not made or offered a refund. We will give you written notice sixty (60) days prior to the expiration of this Policy if we do not intend to renew this insurance subject to any state requirements. The notice will include our reason for nonrenewal_ Proof of rnai ling will be sufficient proof of notice_ I. Otter Insurance if there is other collectible insurance, Including but not limited to other pmfossional kabllity insurance or project specific insurance, that applies to a Claim covered by this Poly+. the other insurance shall be primary and this Policy shall be excess over the other insurance, unless the other insurance is written specifically excess of this Policy. This Policy will then apply to the amount of the Claim that exceeds the available limits of liability and any deductibles or retention amounts of the other insurance, as well as the]Deductible underthis Policy. If such other insurance has a duty to defend a Claim or assumes the defense of a Claim,this Poly shall not be obligated to defend that Claim, J_ Subrogation In the event of any payment under this Policy,we shall be subrogated to all of your rights of recovery against any person or organization_ You must do everything reasonably necessary to secure such rights and must do nothing after a Claim is made to jeopardize them_ We hereby waive our subrogation rights, against a client of yours to the extent that you had, prior to a Claim or Circumstance, entered into a written agreement to waive such rights_ Any recovery shall first be paid to us up to the extent of any Damages or Claim Expense$ paid by us and the balance shall be paid to you. K. First Named Insured as Sole went The first Named Insured in Item 1 of the Declarations will be the sole agent and will act on behalf of all Insureds for the payment or return of premium, receipt and acceptance of any endorsements, notices or provisions of this Policy, giving or receiving notice of cancellation or nonrenewaal, the payment of any Deductibles, and to exercise the rights provided in Section 0 Extended Reporting Period Option. L. Alteration and Assi€gnnlent BDPO417001 Page 8 of 9