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Item 20 - Amend Agreement for Water System Modeling Software
Public Works Agency www.santa-ana.org/public-works Item # 20 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report November 21, 2023 TOPIC: Amend Agreement for Water System Modeling Software AGENDA TITLE Approve an Amendment with Sedaru, formerly known as ID Modeling, Inc., to Extend the Agreement Term through June 30, 2024 for Water System Modeling Software (Non- General Fund) RECOMMENDED ACTION Authorize the City Manager to execute a second amendment to the agreement with Sedaru for Water System Modeling Software to extend the existing term to expire June 30, 2024, with no supplementary expenses to the previously executed amount, subject to non-substantive changes approved by the City Manager and City Attorney (Agreement No. 2023-XXX). GOVERNMENT CODE §84308 APPLIES: Yes DISCUSSION On December 4, 2018, at the conclusion of a competitive bidding process, the City Council awarded a three-year agreement, with the provision for one two-year extension option, to Seadru to provide to the Public Works Agency’s Water Resources Division (Division) with water system hydraulic modeling software (Exhibit 1). This software was developed to ensure the overall water system reliability and develop current and future water system operational needs. The Division has recently been informed that the Sedaru software platform will no longer be supported beyond the end of Fiscal Year 2023-24, and a new agreement is not an option once the current agreement expires on December 3, 2023. Given the short timeframe, Division staff has not been able to procure another option prior to the expiration of the agreement. However, Sedaru has provided an opportunity to provide short-term support until June 30, 2024. Staff recommends approving this agreement amendment to extend the term through June 30, 2024 to allow time to finish existing projects, download data and information stored on the platform, and transition to another software platform. Amend Agreement for Water System Modeling Software November 21, 2023 Page 2 3 8 6 6 FISCAL IMPACT Funds for the previously executed amount are budgeted and available for expenditure in the current fiscal year. There is no additional fiscal impact associated with the action. EXHIBIT(S) 1. Agreement A-2018-275 2. Amendment with Sedaru Submitted By: Nabil Saba, P.E., Executive Director – Public Works Agency Approved By: Steven A. Mendoza, Acting City Manager INSURANCE NOT ON FILE A-2018-275 WORK MAY NOT PROCEED CLERK OF COUNCIL DATE: JAN 14 2019 I AGREEMENT TO PROVIDE WATER SYSTEM COMPUTER Acta a > e MODELING AND ENGINEERING SERVICES THIS AGREEMENT is made and entered into this 4th day of December, 2018 by and between Sedaru, formerly known as ID Modeling, Inc. ("Contractor"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The City has previously purchased hydraulic modeling and engineering services from Contractor, including the design and creation of a water system computer model. 13. The City desires to purchase from Contractor additional services, including model updates and software maintenance and support, C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor 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: I, SCOPE OF SERVICES Contractor 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 and set forth in Scope of Services - Exhibit A, attached hereto and incorporated by reference. 2. COMPENSATION a, City agrees to pay, and Contractor agrees to accept as total payment for its services under this Agreement, the rates and charges identified in Exhibit A. The total annual sum to be expended under the term of this Agreement, including any extension periods, shall not exceed $150,040. 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. Page I of 8 3. TERM This Agreement shall commence on the date first written above and terminate on December 3, 2021, unless terminated earlier in accordance with Section 17, below. The term of this Agreement may be extended for one 2 -year period upon a writing executed by the City Manager and City Attorney, 4. PREVAILING WAGES Contractor is aware of the requirements of California Labor Code Section 1720, et seq,, and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects, If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws, 5. INDEPENDENT CONTRACTOR Contractor 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 Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ("Documents & Data"), Contractor 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. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor 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. Page 2 of 8 INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions, b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the California Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than 1,000,000 per accident. d. If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. C. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: i) Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City, iii) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect, by Contractor, without thirty (30) days prior written notice to the City. Page 3 of 8 iv) Contractor shall supply City with a fully executed additional insured endorsement. if Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. S. INDEMNIFICATION Contractor 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 Contractor or its subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and 2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terns of, or effects, arising from this Agreement, The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terns of, or effects arising from this Agreement, City may make all reasonable decisions with respect to its representation in any legal proceeding, Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor 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 Contractor to the City pursuant to this Agreement. Page 4 of 8 10. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor 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 Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor 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, Contractor 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 Contractor under this Agreement. 11. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information, Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Contractor 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. 13. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Cleric of the City Council City of Santa Ana 20 Civic Center Plaza (NI -30) Page 5 of 8 P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714-647-6956 Copy to: Executive Director Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, CA 92702 Fax 714-647-5635 To Contractor: Sedaw 168 E. Arrow Hwy, #101 San Dimas, CA 91773 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address, If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these timeframes, weekends, federal, state, County or City holidays shall be excluded. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor 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 Contractor. The parties agree that any terms or conditions of anypurchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other contractors retained by City. Page 6 of 8 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. TERMINATION This Agreement may be terminated by the City upon thirty (3 0) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor 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 Contractor 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 Contractor 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. 18. NON-DISCRIMINATION Contractor shall not discriminate because ofrace, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 19. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California, Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 20. PROFESSIONAL LICENSES Contractor 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 Page 7 of 8 Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 21. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By: Vin M. Funk Assistant City Attorney FOIL)IPPROVAL Fuad S. Sweissl PLS Executive Dire for Public Works Alaenev CITY OF SANTA ANA PAUL GODINEZ I1 City Manager CONTRACTOR Q.,A-) wu me: - 'AAW-fe 0 Title: R Sicer.T I N0 Page 8 of 8 Sedaru Proposal for City of Santa Ana On-going Water System Computer Model Solutions z 121 5 SedarU 168 E Arrow Hwy, Suite 101 San Dimas, CA 91773 sedaru.com Office: 626.244.0700 info@sedaru.com September 14, 2018 Mr. Rudy Rosas, P.E. Senior Civil Engineer City of Santa Ana 220 S. Daisy Ave. M-85 Santa Ana, CA 92703 Subject: Proposal to Provide Ongoing Water System Computer Model Solutions, 3 -year Initial term, with optional renewal for 2 years Dear Mr. Rosas, Sedaru, Inc. (Sedaru) is pleased to submit this proposal to the City of Santa Ana (City) to provide software and services to the City's water engineering department. This proposal serves as a continuation of services provided under Sedaru's Water System Computer Model Solutions contract from 2015-2018, wherein Sedaru delivered solutions from hydraulic modeling, to engineering analysis and applications designed to maximize the input, output, and recommendations from the City's calibrated water system computer model. Background: Sedaru has provided engineering solutions for the City since 2015, incorporating: the City's institutional knowledge, while gaining a unique and valuable understanding of the City's water system hydraulic challenges, performance characteristics, infrastructure condition and opportunities for efficiency. Unique, City -specific Experience: Sedaru has delivered a comprehensive range of engineering and operations related solutions, as summarized below. Built and calibrated the City's water system hydraulic model, Supported hydraulic simulations for the City's 2016 Water System Master Plan, including: o System -wide fire flow analysis to understand and plan -for system redundancy and adequate minimum fire flow protection, o Criticality analysis to Identify the City's most vulnerable corridors & related system valves o Energy management analysis to assist with efficient use of existing system capacity, o Water quality analysis to identify areas of system stagnancy across the system, where high disinfectant bi-products may form. Analyzed multiple water quality and operational related analyses to ensure acceptable minimum water age under varying demand conditions, Delivered analysis, results, and a Technical Memorandum with recommendations for the County Administrative Block hydraulic Feasibility Study, Completion of a water system flushing program, Delivery of the Hydraulic Model and GIS -based solution "Sedaru" to City Engineering & Operations staff to support ongoing, in-house: o Hydraulic Simulations (Sedaru Modeling) for utility -focused analysis such as fire flows, o SCADA trending & alarms (Sedaru OMNI), integrated in the same Model interface, o Facility Inspections from an app, w/automated production reporting (Sedaru Fieldforce) o Identification of optimal pipeline replacement strategies for the City's high return on its capital investment (Sedaru CIP). Services to implement this tool included: Integration of multiple system hydraulic and infrastructure condition assessment criteria such as fire flows, leaks, valve criticality, pipeline age, material, and more. The above represents a significant collection of institutional knowledge gained by our staff to develop the City's first-ever hydraulic model, with the application of that mode[ to the City's Water System Master Plan, and deployment of upgraded technology to support a more integrated, dynamic, and informed decision making process for engineering. Proposed Scope and Terms for Ongoing Solutions: By approval of this proposal and subsequent contracting of this proposed scope, the City authorizes Sedaru to provide maintenance and support for engineering software for a 3 -year initial term, with an optional renewal for 2 years.. Annualized support includes 2 categories of solutions: 1) ongoing software maintenance and support for the solutions authorized within the 2015-2018 Water System Computer Model Solutions contract, and 2) continued engineering related services to provide similar services to those described herein, including updates to the City's current water model, These solutions have been summarized below: 1. $75,000 per year for maintenance and support of the Sedaru engineering software, Inc.: a. Sedaru Modeling: Run fire -flow analysis, size pipelines, evaluate pumps out of service. b. Sedaru OMNI & SCADA Connect: Track, trend, monitor, and report -on system performance, Including notifications and alarms of facilities running out of range. c. Sedaru Fieldforce & Auto -Reporting: Collect condition and performance data on key facilities in real-time, to automatically generate production reports. d. Sedaru CIP: Access condition and performance data from GIS, Hydraulic Model, Street Paving. Rank, weight, quantify & prioritize pipeline replacement projects with high. ROL e. Sedaru Ops: Predict operations to determine water age, and trace water supply to and from any point in the system to reduce the need for future water quality sampling. 2. $75,000 per year for ongoing engineering consulting services, delivered on an as -needed basis, utilizing the rate schedule included herein as Exhibit A. Consulting services may include and not be limited to: a. Updates to the City's water system hydraulic model, and related calibration efforts, to ensure reasonable water model results as compared to field or SCADA measurements. b. Updates may also include water quality parameters to support the City's annual flushing program to maintain acceptable levels of water quality. c. Ongoing fire flow capacity analysis for developer requests, deficiency analysis to ensure high value return -on -investment on pipeline replacement projects, and simulations of water system operations Including pump controls, water quality, and more. d. Hydraulic model updates and related model results will provide the City's Sedaru software with the latest information on City infrastructure and operations to support optimal software performance over time. Total annual value of the contract is $150,000, and software maintenance is to be billed and paidin advance of each contract year. Consulting services billed on a percent complete basis. Proposed Project Team: Sedaru proposes a Project Team with a collective 100+ years of experience in delivering water system planning, operations, and technical software solutions, in addition to nearly 2 decades of experience with City -specific projects. Please see resumes included for the City's consideration in Exhibit B. We look forward to a continuing to deliver valued engineering and water system computer model solutions to the City's Engineering Department, Please do not hesitate to contact me with any questions at all, at any time. Sincerely, Paul Hauffen, City of Santa. Ana Customer Service Manager Sediaru, Inc.. Phone: (626)354-7003 Email: naulhauffen@sedaru.com Exhibit A oo 4 Rates: Sedaru proposes the following rates for services rendered from July 1, 2018 through June 30, 2019. Rates will increase 3% annually per year, Classification Principal...................................................................................... Technical Advisor/QA-QC............................................................ Senior Project Manager/GIS Systems Integrator/Developer...... Not to Exceed Hourly Rate ProjectManager............................................................................................ Senior Project Engineer/Modeler/Senior GIS Technician— ........................... Project Engineer/Modeler/GIS Technician.................................................... ProjectAccountant........................................................................................ WordProcessing ........................................... 215 200 185 170 160 150 90 75 DATC(MMIDDIVYMCERTIFICATEOFLIABILITYINSURANCEI "MA19n,51 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($), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, contain policies may require an endorsement. A statement on this certificate does not confer richts to the certificate holder In lieu of such andorsement(s). PRODUCER NFP Props & Casualty Services, lnc. 1551 NorthTlustInAvenue Suite 500 Santa Ana, CA 92705 617.2327 wsuREn Sodaru, Inc. - V-SUR0 ACCIclent and Inderninity, Co 122357 ID Modeling _WVRER C zAqM!K@Hn_qwrAnre ComRa" 160 E. Arrow Hwy, Suite 101 114 San D Imes, CA 91773 -INSURERS: ........ . ..... INSURER COVER CERTIFICATE NUMBER: REVISION NUMBER: THIS 13 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, 7HE 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. 8888- TYPE OF INSURANCE MIRD %Nvni POLICY NUMBER LIMITS3NSftAGOLSUSAU LTR A I X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE s1,808,088 ClAiMS4WE OCCUR X X 172SBABA9623 01106/2018 01106/209 DAMAGETOKENTED 1,000,000 PERSONAL & FOY INJURY 1 680,000 G L AD 'REIIATE LIMIT APPLIES PER GENERAL AGGREGATE s--- 2,000,000 X POLICY D 5E n LOCY DUQPRO TS_-CQMRQPAGG 2,000,000 AUTOMOBILE LIABILITY IMO SINGLE LIMITA =auL A. ... . .. 0o0 ANY AUTO X X 72UECPX8358 01/0612018 0110612019 BOOILY INJURY (Per oargan)* OWN F-7 SCHEDULED AUTUS'ONLY AUTOS BODILYINJURY 11011 19(1(1-1 0& VeS ONLY ANUVOPN MAGI reIac<iCant A UMSRELLALIAO X OCCURL EACH OCCURRENCE 2,000,000 I EXC a 3 i CUkIMSMADE 172SBABA9623 1$ 0110612019 I-SoGfcE ATE L_] REIENT, 2,000,000CBD WORKERS COMPENSATION APER '0TH. AND aMPLOYERS'LASILOY YIN A14Y PROPRIETORIPARUNFIVEXECUTIVE 41.155MMARFXCLUDED1 ENIA` 1.0A) Ilk dourb. colder EMPLOYEF C 0 ION OF OPERATIONSSb E&O/Professional LIS N—/301201QF 00076-19 E0000026632005ryr E I, DOEAD U11LIMITE Per Claim Limit 11000,000 0V DESCRIPTION OF OPERATIONS) LOCATIONS I VEHICLES DUORO 10, Aed111 IRMm.,k.S.7b.dm.,,1N?V If required by written contract, The City, Its elected or appointed officials, brc 9 S" If, agents, employees and volunteers are Included as Additional than reds with Prima ryINon-C a ntributory wording and Waiver of respects General Liability per Endorsement SS000O0405 attached. r;jK IHrequiredbywrittencontractTheCity, Its elected - appointed sea and volunteers are Included asy - ' fkAdditionalInsuredswithPrlmsry/Non-Contrlbutory wording and W 9=atioaa rele HA99160312 aftachod. 30 bt orIdaysnoticeofIntenttocancelpolicieswillbeprovidedSubparto andursamorn SS12230611 and as respects auto liability per endorsement 1HO3130611 attached, City of Santa Ana 20 Civic Center Plaza Ross Annex (N22) Santa Ana, CA 92701 SHOULD ANY OF THC ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE AGORD 25.(2016103).. 1 0198S-2015ACORO CORPORATION. All rights reserved, The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: SEDAINC-01 LOC #: 1 DAWNPHILLIPS Page 1 of 1 AGENCY NAMEDINSURED Sedaru, Inc. NFP Property & Casualty Services, Inc. ID Modeling 168 E. Arrow Hwy Suite 101 A 91i73POLICYNUMM '- EE PAGE 1 Los Angeles CARRIER NAIL CODE EE PAGE II ISEE P 1 EFFECTIVE DATE: 5EE EAGE 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liabilltv Insurance NFP Warding Professional Liability : Retroactive date for $1,000,000 Aggregate and per claim limit is 3-30.04. Retroactive date for $2,000,000 Aggregate limit is 2.15.17. Retroactive Date for $2,000,000 per claim limit is 3-16.96. Deductible $25,000 per claim. Claims Made policy form. The attached certificate of Insurance is provided as part of our service to our client the insured. If special endorsements have been provided they are indicated and attached to the certificate. You may find that these documents do not comply with all the terms and conditions of the underlying contract between the Certificate holder and the Insured due to the Insurance Company's insuring conditions, limitations, exclusions and other Terms. If you have any questions please contact the undersigned. NFP Property & Casualty Services Inc. CA License OF15715 1551 N Tustin Ave, Suite 500 Santa Ana CA 92705 Telephone: 714.617.2326 REVIEWED BY: 112/ Grw PAGE GP ACORD 101 (2008/61) © 2008 ACORD CORPORATION. All rights reserved. The .ACORD .name _and .logo . areregistered marks of ACORD_ PoIcy#72UECPX8358 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This policy is subject to the following additional Conditions: A. If this policy is cancelled by the Company, other then for nonpayment of premium, notice of such cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. B. If this policy is cancelled by the Company for nonpayment of premium, or by the insured, notice of such cancellation will be provided within (10) days of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. If notice Is mailed, proof of mailing to the last known mailing address of the certificate holder($) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to active certificate holder(s) who were issued a certificate of Insurance applicable to this policy's term. Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall Impose no liability of any kind upon the Company or its agents or representatives. t! EVIEWED BY: IIrF3il Form IH 0313 0611 Page 1 of 1 0 2011, The Hanford Policy#72S5AAJ7706 THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) This policy Is subject to the following additional Conditions: A. If this policy Is cancelled by the Company, other than for non-payment of premium, notice of such osocellotlon will be provided at least thirty (30) days in advance of the cancellation effective date to the certificate incidents) with mailing addresses on file with the agent of record or Ilia Company. B. If this policy Is cancelled by the company for non-payment of premium, or by the insured, notice of such cancellation will be provided within ten (10) days or the oancellallon effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. if notice is mailed, proof of mailing to the last known mailing address of the certificate holder($) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to active certikests holders) who were Issued a certificate of Insurance applicable to this policy's term. Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy, Failure to send notice shalt impose no liability of any kind upon the Company or Its agents or representatives. Form SS 12 27 6611 REVIEWED R A. G 2011, The Hartford Page i of 1 Policy#72UECPX8358 COMMERCIAL AUTOMOBILE MA 99 16 0312 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form, the provisions of this endorsement apply. 1. BROAD FORM INSURED A. Subsidiaries and Newly Acquired or Formed Organizations The Named Insured shown in the Declarations is amended to include: 1) Any legal business entity other than a partnership or joint venture, formed as a subsidiary in which you have an ownership interest of more than 50% on the effective date of the Coverage Form. However, the Named Insured does not include any subsidiary that is an insured" under any other automobile Policy or would be an "insured" under such a policy but for its termination or the exhaustion of its Limit of Insurance. 2) Any organization that Is acquired or formed by you and over which you maintain majority ownership, However, the Named Insured does not include any newly formed or acquired organization: a) That is a partnership or joint venture, b) That Is an "insured" under any other policy, c) That has exhausted its Limit of Insurance under any other policy, or d) 180 days or more after Its acquisition or formation by you, unless you have given us notice of the acquisition or formation. Coverage does not apply to "bodily injury" or "properly damage" that results from an "accident' that occurred before you formed or acquired the organization. B. Employees as Insureds Paragraph A.1, - WHO IS AN INSURED -of SECTION II - LIABILITY COVERAGE is Any "employee" of yours while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. C. Lessors as Insureds Paragraph A.1. -WHO IS AN INSURED - of Section II -Liability Coverage is amended to add: e. The lessor of a covered "auto" while the auto" is leased to you under a written agreement if: 1) The agreement roqulres you to provide direct primary Insurance for the lessor and 2) The "auto" is leased without a driver. Such a leased "auto" will be considered a covered "aura" you awn and not a covered auto" you hire. D. Additional Insured If Required by Contract 1) Paragraph A.1, -WHO IS AN INSURED of Section II - Liability Coverage is amended to add: f. When you have agreed, in a written contract or written agreement, that a person or organization be added as an additional insured on your business auto policy, such person or organization is an "insured", but only to the extent such person or organization is liable for "bodily injury" or "property damage" caused by the conduct of an "insured" under paragraphs a. or b. of Who Is An Insured with regard to the ownership, maintenance r r amended to add: <21 I 2011, The Hertford F4q eq pyrig m i`—_ gFormHA99760312ofISORroernesss'on – ;Y' Page or use of a 1 of 5 The insurance afforded to any such E. Primary and Non-Contributory if additional insured applies only if the Required by Contract bodily Injury" or "property damage" Only with respect to insurance provided to occurs: an additional insured in 1.D. - Additional 1) During the policy period, and Insured If Required by Contract, the 2) Subsequent to the execution of such following provisions apply, written contract, and 3) Primary Insurance When Required By 3) Prior to the expiration of the period Contract of time that the written contract This insurance is primary if you have requires such Insurance be provided agreed in a written contract or written to the additional insured. agreement that this insurance be 2) How Limits Apply primary. If other insurance is also primary, we will share with all that otherIfyouhaveagreedinawrittencontractinsurancebythemethoddescribedin or written agreement that another Other Insurance 5.d. person or organization be added as an additional insured on your policy, the 4) Primary And Non-Contributory To Other most we will pay on behalf of such Insurance When Required By Contract additional insured is the lesser of: If you have agreed in a written contract a) The limits of insurance specified in or written agreement that this insurance the written contract or written Is primary and non-contributory with the agreement; or additional Insured's own Insurance, this b) The Limits of Insurance shown in insurance is primary and we will not seek contribution from that other the Declarations. Insurance. Such amount shall be a part of and not Paragraphs (3) and (4) do not apply to otherinadditiontoLimitsofInsuranceshowninsurancetowhichtheadditionalinsured in the Declarations and described in this has been added as an additional insured. Section. When this insurance is excess, we will have no 3) Additional Insureds Other Insurance duty to defend the insured against any "suit" if If we cover a claim or "suit" under this any other insurer has a duty to defend the Coverage Part that may also be covered insured against that "suit". If no other Insurer by other insurance available to an defends, we will undertake to do so, but we will additional insured, such additional be entitled to the insured's rights against all insured must submit such claim or "suit" those other Insurers. to the other insurer for defense and When this insurance is excess over other indemnity. insurance, we will pay only our share of the However, this provision does not apply amount of the loss, if any, that exceeds the sum to the extent that you have agreed in a of. written contract or written agreement 1) The total amount that all such other that this insurance Is primary and non- insurance would pay for the loss In the contributory with the additional insured's absence of this insurance; and own insurance. 2) The total of all deductible and self-insured 4) Duties in The Event Of Accident, Claim, amounts under all that other insurance. Suit or Loss We will share the remaining loss, If any, by theIfyouhaveagreedInawrittencontractmethoddescribedinOtherInsurance5.d. or written agreement that another person or organization be added as an 2. AUTOS RENTED BY EMPLOYEES additional insured on your policy, the Any "auto" hired or rented by your "employee" additional insured shall be required to on your behalf and at your direction will be comply with the provisions in LOSS considered an "auto" you hire. CONDITIONS 2. - DUTIES IN THE The OTHER INSURANCE Condition is amended EVENT OF ACCIDENT, CLAIM , SUIT by adding the following: OR LOSS — OF SECTION IV — BUSINESS AUTO CONDITIONS, In the same manner as the Named Insured. 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Proporties,InaP,wyiEMr i ssWE ® BY; Page 2 of 5 PAGES 0 If an "employee's" personal insurance also applies on an excess basis to a covered "auto" hired or rented by your "employee" on your behalf and at your direction, this insurance will be primary to the "employee's" personal insurance. 3. AMENDED FELLOW EMPLOYEE EXCLUSION EXCLUSION 5. - FELLOW EMPLOYEE - of SECTION II - LIABILITY COVERAGE does not apply if you have workers' compensation insurance in -force covering all of your employees". Coverage is excess over any other collectible insurance. 4. HIRED AUTO PHYSICAL DAMAGE COVERAGE If hired "autos" are covered "autos" for Liability Coverage and if Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form for any auto" you own, then the Physical Damage Coverages provided are extended to "autos" you hire or borrow, subject to the following limit. The most we will pay for "loss" to any hired auto" is: 1) $100,000; 2) The actual cash value of the damaged or stolen property at the time of the "loss'% or 3) The cost of repairing or replacing the damaged or stolon property, whichever is smallest, minus a deductible. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. No deductible applies to "loss" caused by fire or lightning. Hired Auto Physical Damage coverage is excess over any other collectible insurance. Subject to the above limit, deductible and excess provisions, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. We will also cover loss of use of the hired "auto" if it results from an "accident", you are legally liable and the lessor incurs an actual financial loss, subject to a maximum of $1000 per accident". This extension of coverage does not apply to any "auto" you hire or borrow from any of your employees", partners (if you are a partnership), members (if you are a limited liability company), or members of their households. 5. PHYSICAL DAMAGE ADDITIONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.e. of SECTION III - PHYSICAL DAMAGE COVERAGE is amended to provide a limit of $50 per day and a maximum limit of 1,000. 6. LOANILEASE GAP COVERAGE Under SECTION III - PHYSICAL DAMAGE COVERAGE, in the event of a total "loss" to a covered "auto", we will pay your additional legal obligation for any difference between the actual cash value of the "auto" al the time of the "loss" and the "outstanding balance" of the loan/lease. Outstanding balance" means the amount you owe on the loan/lease at the time of "loss" less any amounts representing taxes; overdue payments; penalties, interest or charges resulting from overdue payments; additional mileage charges; excess wear and tear charges; lease termination fees; security deposits not returned by the lessor; costs for extended warranties, credit life Insurance, health, accident or disability insurance purchased with the loan or lease; and carry-over balances from previous loans or leases. 7. AIRBAG COVERAGE Under Paragraph B, EXCLUSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: The exclusion relating to mechanical breakdown does not apply to the accidental discharge of an airbag. 8. ELECTRONIC EQUIPMENT - BROADENED COVERAGE a. The exceptions to Paragraphs BA - EXCLUSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE are replaced by the following: Exclusions 4.c. and 4.d. do not apply to equipment designed to be operated solely by use of the power from the "auto's" electrical system that, at the time of "loss", is: 1) Permanently installed in or upon the covered "auto"; 2) Removable from a housing unit which is permanently installed in or upon the covered "auto'; 3) An integral part of the same unit housing any electronic equipment described in Paragraphs (1) and (2) above; or Form HA 99 16 0312 Q2UoffISO roiiT i riot'" PAGE GFgE Page 3 of 5 4) Necessary for the normal operation of the covered "auto" or the monitoring of the covered auto's" operating system. b.Section III - Version CA 00 01 03 10 of the Business Auto Coverage Form, Physical Damage Coverage, Limit of Insurance, Paragraph C,2 and Version CA 00 01 10 01 of the Business Auto Coverage Form, Physical Damage Coverage, Limit of Insurance, Paragraph C are each amended to add the following: 1,500 Is the most we will pay for "loss" In any one "accident" to all electronic equipment (other than equipment designed solely for the reproduction of sound, and accessories used with such equipment) that reproduces, receives or transmits audio, visual or data signals which, at the time of "loss", is: 1)Permanently installed In or upon the covered "auto" in a housing, opening or other location that Is not normally used by the "auto" manufacturer for the installation of such equipment; 2) Removable from a permanently installed housing unit as described in Paragraph 2.a, above or is an integral part of that equipment; or 3) An Integral part of such equipment. c. For each covered "auto", should loss be limited to electronic equipment only, our obligation to pay for, repair, return or replace damaged or stolen electronic equipment will be reduced by the applicable deductible shown in the Declarations, or $250, whichever deductible is less. 9. EXTRA EXPENSE - BROADENED COVERAGE Under Paragraph A. -COVERAGE - of SECTION III - PHYSICAL DAMAGE COVERAGE, we will pay for the expense of returning a stolen covered auto" to you. 10. GLASS REPAIR -WAIVER OF DEDUCTIBLE Under Paragraph D. - DEDUCTIBLE - of SECTION III - PHYSICAL. DAMAGE COVERAGE, the following is added: No deductible applies to glass damage if the glass Is repaired rather than replaced. 11. TWO OR MORE DEDUCTIBLES Under Paragraph D. - DEDUCTIBLE - of SECTION III - PHYSICAL DAMAGE COVERAGE, the If another Hartford Financial Services Group, Inc. company policy or coverage form that is not an automobile policy or coverage form applies to the same "accident", the following applies: 1) If the deductible under this Business Auto Coverage Form is the smaller (or smallest) deductible, it will be waived; 2) If the deductible under this Business Auto Coverage Form is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible. 12. AMENDED DUTIES IN THE EVENT OF ACCIDENT", CLAIM, SUIT OR LOSS The requirement in LOSS CONDITIONS 2.a. - DUTIES IN THE EVENT OF ACCIDENT,CLAIM, SUIT OR LOSS - of SECTION IV - BUSINESS AUTO CONDITIONS that you must notify us of an "accident" applies only when the "accident" is known to: 1) You, If you are an individual; 2) A partner, if you are a partnership; 3) A member, if you are a limited liability company; or 4) An executive officer or insurance manager, if you are a corporation. 13. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we will not deny coverage under this Coverage Form because of such failure. 14. HIRED AUTO - COVERAGE TERRITORY Paragraph e. of GENERAL CONDITIONS 7. - POLICY PERIOD, COVERAGE TERRITORY - of SECTION IV - BUSINESS AU10 CONDITIONS Is replaced by the following: e, For short-term hired "autos", the coverage territory with respect to Liability Coverage is anywhere in the world provided that if the insured's" responsibility to pay damages for bodily injury" or "property damage" is determined in a "suit," the "suit" is brought In the United Slates of America, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. 15. WAIVER OF SUBROGATION TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - of SECTION IV - BUSINESS AUTO CONDITIONS Is amended by adding the following: following is added. p®C C' p y "/ RG IEWED ®1 . 2011, TtLq,l d des ,gpoghted material Form HA 99 16 03 12 of 1590 P -- e tai , I c ,withits permission.I f AVG K tJ Page 4 of 5 We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damages under this Coverage Form. 16. RESULTANT MENTAL ANGUISH COVERAGE The definition of "bodily injury" in SECTION V - DEFINITIONS is replaced by the following: Bodily injury" means bodily injury, sickness or disease sustained by any person, Including mental anguish or death resulting from any of these. 17. EXTENDED CANCELLATION CONDITION Paragraph 2, of the COMMON POLICY CONDITIONS - CANCELLATION - applies except as follows: If we cancel for any reason other than nonpayment of premium, we will mail or deliver to the first Named Insured written notice of cancellation at least 60 days before the effective date of cancellation. 18. HYBRID, ELECTRIC, OR NATURAL GAS VEHICLE PAYMENT COVERAGE In the event of a total loss to a "non -hybrid" auto for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form, then such Physical Damage Coverages are amended as follows: a.lf the auto is replaced with a "hybrid" auto or an auto powered solely by electricity or natural gas, we will pay an additional 10%, to a maximum of $2„500, of the "non -hybrid” auto's actual cash value or replacement cost, whichever is less, b.The auto must be replaced and a copy of a bill of sale or new lease agreement received by us within 60 calendar days of the date of "loss," c. Regardless of the number of autos deemed a total loss, the most we will pay under this Hybrid, Electric, or Natural Gas Vehicle Payment Coverage provision for any one loss" is $10,000. For the purposes of the coverage provision, a.A "non -hybrid" auto is defined as an auto that uses only an internal combustion engine to move the auto but does not include autos powered solely by electricity or natural gas. li "hybdd" auto is defined as an auto with an internal combustion engine and one or more electric motors; and that uses the internal combustion engine and one or more electric motors to move the auto, or the internal combustion engine to charge one or more electric motors, which move the auto, 19, VEHICLE WRAP COVERAGE In the event of a total loss to an "auto" for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form, then such Physical Damage Coverages aro amended to add the following: In addition to the actual cash value of the "auto", we will pay up to $1,000 for vinyl vehicle wraps which are displayed on the covered "auto" at the time of total loss. Regardless of the number of autos deemed a total loss, the most we will pay under this Vehicle Wrap Coverage provision for any one "loss" is $5,000. For purposes of this coverage provision, signs or other graphics painted or magnetically affixed to the vehicle are not considered vehicle wraps. REVIEWED BY: PAGE rGF 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with Its permission.) Page 5 of 5 Policy# 72SBAAJ7706 b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager Any person (other than your "employee" or volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: 1) With respect to liability arising out of the maintenance or use of that property; and 2) Until your legal representative has been appointed. d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance. e. Unnamed Subsidiary Any subsidiary and subsidiary thereof, of yours which is a legally Incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its BUSINESS LIABILITY COVERAGE FORM b. Coverage under this provision does not apply to: 1) "Bodily injury" or "property damage" that occurred; or 2) "Personal and advertising Injury" arising out of an offense committed before you acquired or formed the organization. 4. Operator Of Mobile Equipment With respect to "mobile equipment" registered In your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person driving the equipment; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. Operator of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: limits Acquired Or REVIE n.l ily,, erys to a co -"employee" of the 3. Newly Acquired Or Formed Organization vV r or peYafng the watercraft; or Any organization you newly acquire or form, b. "Property damage" to property owned by, other than a partnership, rented to, in the charge of or occupied bypp, joint venture :----.• limited liability company, and over which (}i or I r of any person who is maintain financial interest of more than 500% of ` r is provision. the voting stock, will qualify as a Named 6. Additional Insureds When Required By Insured if there is no other similar insurance Written Contract, Written Agreement Or available to that organization. However: Permit a. Coverage under this provision is afforded The person(s) or organization(s) identified in only until the 180th day after you acquire Paragraphs a. through f. below are additional or form the organization or the end of the insureds when you have agreed, in a written policy period, whichever is earlier; and Form SS 00 08 04 05 Page 11 of 24 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the Injury or damage oecuis subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However, no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by an endorsement issued by us and made a part of this Coverage Part, including all persons or organizations added as additional insureds under the specific additional insured coverage grants in Section F. — Optional Additional Insured Coverages. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to bodily injury" or "property damage` airing out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or property damage" included within the products -completed operations hazard". 1) The insurance afforded to the vendor Is subject to the following additional exclusions: This insurance does not apply to: a) 'Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b) Any express warranty unauthorized by you; c) Any physical or chemical change in the product made intentionally by the vendor; d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, tasting, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: I) The exceptions contained in Subparagraphs (d) or (fl; or ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b, Lessors Of Equipment 1) Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or REQ `f E A / 0pn5Yd advertising injury" v V V lid, ' holo or in part, by your maintenance, operation or use of n 11PAGE -LL '' egauuiioome ,.leased you by such 11 lJ I „___ Page 12 of 24 Form SS 00 08 04 05 2) With respect to the insurance affcrded to these additional insureds, this insurance does not apply to any occurrence" which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises 1) Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or promises leased to you. 2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: a) Any "occurrence" which takes place after you cease to lease that land or be a tenant in that BUSINESS LIABILITY COVERAGE FORM e. Permits Issued By State Or Political Subdivisions 1) Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. 2) With ;,aspect to the insurance afforded to these additional insureds, this insurance does not apply to: a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or b) "Bodily Injury" or "property damage" included within the "products - completed operations hazard". premises; or f. Any Other Party b) Structural alterations, new 1) Any other person or organization who construction or demolition is not an insured under Paragraphs a. operations performed by or on through o. above, but only withbehalfofsuchpersonorrespecttoliabilityfor "bodily injury", organization. property damage" or "personal and d. Architects, Engineers Or Surveyors advertising injury" caused, in whole or 1) Any architect, engineer, or surveyor, but in part, by your acts or omissions or only with respect to liability for "bodily the acts or omissions of those acting injury", "property damage" or "personal on your behalf: and advertising injury" caused, in whole a) In the performance of your or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on b) In connection with your premises your behalf: owned by or rented to you; or a) In connection with your premises; c) in connection with "your work" and or included within the "products - b) In the performance of your completed operations hazard", but ongoing operations performed by only If you or on your behalf. i) The written contract or written 2) With respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies: such additional insured; and This Insurance does not ly to (it) This Coverage Part provides bodily injury", "property dan /,JEt"S Y. coverage for "bodily injury" or personal and advertising i vv VV LLQ I "property damage" included arising out of the rendering of or the r within the "products - failure to render anyprofassle completed operations hazard services by or for you, includiPAGE tt OF—Rugro6lt to the insurance afforded a) "[be preparing, approving, or to tiese additional insureds, this failure to prepare or approve, insurance does not apply to: maps, shop drawings, opinions, "Bodily reports, surveys, field orders, injury", "property damage" or I d d rt . 11 change orders, designs or drawings and specifications; or b) Supervisory, inspection, architectural or engineering activities. persona an a ve sing injury arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: Form SS 00 08 04 05 Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or b) Supervisory, inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds are described in Section D. - Limits Ofinsurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. – Liability And Medical Expenses General Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; In. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. Aggregate Limits The most we will pay for: a. Damages because of "bodily injury" and property damage" included in the products -completed operations hazard" is the Products -Completed Operations Aggregate Limit shown in the Declarations. This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or explosion. 1 Each Occurrence Limit Subject to 2.a. or 2.b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", property damage" and medical expenses arising out of any one "occurrence" is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses Limit shown in the Declarations. 4. Personal And Advertising Injury Limit Subject to 2.b, above, the most we will pay for the sum of all damages because of all personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown In the Declarations. 5. Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by Are, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 6. How Limits Apply To Additional Insureds Damages because of all other "bodily The most we will pay on behalf of a person or Injury", "property damage" or "personal organization who is an additional insured and advertising injury", including medical under this Coverage Part is the lesser of: expenses, is the General Aggregate Limit a. The limits of insurance specified in a shown in the Declarations. / : D g written contract, written agreement orV , V V7 u permit issued by a state or politicalThisGeneralAggregateLimiapps G ` separately to each of your "locations" subdivision; or owned by or rented to yo -+ Ce- units of Insurance shown in the Location" means premisl5s\V" — sta' same or connecting lots, or premises Such amount shall be a part of and not in whose connection is interrupted only by a addition to the Limits of Insurance shown in street, roadway or right-of-way of a the Declarations and described in this Section. railroad. Page 14 of 24 Form SS 00 08 04 06 If more than one limit of insurance under this policy and any endorsements attaohed thereto applies to any claim or "suit", the most we will pay under this policy and the endorsements is the single highest limit of liability of all coverages applicable to such claim or "suit". However, this paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3. above. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. in that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense You or any additional insured must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: 1) How, when and where the "occurrence" or offense took place; 2) The names and addresses of any Injured persons and witnesses; and 3) The nature and location of any injury or damage arising out of the occurrence" or offense. b. Notice Of Claim If a claim is made or "suit" is brought against any insured, you or any additional insured must: BUSINESS LIABILITY COVERAGE FORM 1) immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit"; 2) Authorize us to obtain records and other information; 3) Cooperate with us in the investigation, settlement of the claim or defense against the "suit"; and 4) Assist us, upon our request, in the enforcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d. Obligations At The Insured's Own Cost No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. e. Additional Insured's Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance. f. Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a. and b. apply to you or to any additional insured only when such occurrence", offense, claim or "suit" is known tc: 1) You or any additional insured that is an individual; 2) Any partner, if you or an additional insured is a partnership; 1) Immediately record the specifics of the (3) Any manager, if you or an additional claim or "suit" and the date received; / insured is a limited liability company; and UVIEWED DY2Notifyusassoonasraetica Any "executive officer" n insurance O y p fhanager, if you or an additional You or any additional insured must see to insured is a corporation; it that we receive a writtenCC `( p F trustee, if you or an additional claim or "suit" as soon as pra g ' n red is a trust; or c. Assistance And Cooperation Of The (6) Any elected or appointed official, if you Insured or an additional insured is a political You and any other involved insured must: subdivision or public entity. Form SS 00 08 04 05 Page 15 of 24 BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to you and any additional insured. 3. Financial Responsibility Laws a. When this policy is certified as proof of financial responsibility for the future under the provisions of any motor vehicle financial responsibility law, the insurance provided by the policy for "bodily injury" liability and "property damage" liability will comply with the provisions of the law to the extent of the coverage and limits of insurance required by that law. b. With respect to "mobile equipment" to which this insurance applies, we will provide any liability, uninsured motorists, underinsured motorists, no-fault or other coverage required by any motor vehicle law. We will provide the required limits for those coverages. 4. Legal Action Against Us No person or organization has a right under this Coverage Form: a. To join us as a party or otherwise bring us into a "suit' asking for damages from an insured; or b. To sue us on this Coverage Form unless all of its terms have been fully compiled with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will riot be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 3) We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure. 7. Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: 1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; 2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; 3) Tenant Liability 5. Separation Of Insureds That is insurance purchased by you to Except with respect to the Limits of Insurance, cover your liability as a tenant for and any rights or duties specifically assigned "property damage" to premises rented in this policy to the first Named Insured, this to you or temporarily occupied by you insurance applies: with permission of the owner; a. As if each Named Insured wer qI rcraft, Auto Or Watercraft Named Insured; and WED tine loss arises out of the maintenance b. Separately to each insured against w or use of aircraft, "autos" or watercraft to a claim is made or "suit" is brought. f t nt riot subject to Exclusion g. of c } /F A.—Coverages, 6. Representations P, r i ( 5) Property Damage To Borrowed a. When You Accept This Policy Equipment Or Use Of Elevators By accepting this policy, you agree: If the loss arises out of "property 1) The statements in the Declarations damage" to borrowed equipment or are accurate and complete; the use of elevators to the extent not 2) Those statements are based upon subject to Exclusion k. of Section A. — representations you made to us; and Coverages. Page 16 of 24 Form SS 00 08 04 05 8) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional Insured by that insurance; or 7) When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Pall: a) Primary insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. BUSINESS LIABILITY COVERAGE FORM When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: 1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and 2) The total of all deductible and self- insured amounts under all that other insurance. We will share the remaining loss, if any, wide any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. e. Method Of Sharing If all 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. 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or pail of any payment, including Supplementary Payments, 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. This condition does not Paragraphs (a) and (b) do not apply to apply to Medical Expenses Coverage. other insurance to which the additional Of Rights Of Recovery (Waiver insured has been added Rei JICVVEb rogation) additional insured. , 9/ C If the insured has waived any rights ofWhenthisinsuranceisexcess, we will y against any person or have no duty under this Coverage i or all or part of any payment, defend the insured against any "s ' 11, YE .__ 1ng Supplementary Payments, we other insurer has a duty to deed e, have made under this Coverage Part, we insured against that "suit". If no other also waive that right, provided the insured insurer defends, we will undertake to do waived their rights of recovery againstso, but we will be entitled to the insured's such person or organization in a contract, rights against all those other insurers. agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 BUSINESS LIABILITY COVERAGE FORM F. OPTIONAL ADDITIONAL INSURED 3. Additional Insured • Grantor Of Franchise COVERAGES WHO IS AN INSURED under Section C. is If listed or shown as applicable in the Declarations, amended to include as an additional insured one or more of the following Optional Additional the person(s) or organization(s) shown in the Insured Coverages also apply. When any of these Declarations as an Additional Insured - Optional Additional Insured Coverages apply, Grantor Of Franchise, but only with respect to Paragraph 6. (Additional Insureds When Required their liability as grantor of franchise to you. by Written Contract, Written Agreement or Permit) 4. Additional Insured - Lessor Of Leased of Section C., Who Is An Insured, does not apply Equipment to the person or organization shown in the a. WHO IS AN INSURED under Section C. is Declarations, These coverages are subject to the amended to include as an additional terms and conditions applicable to Business insured the person(s) or organization(s) Liability Coverage in this policy, except as shown in the Declarations as an Additional provided below: Insured — Lessor of Leased Equipment, 1. Additional Insured - Designated Person Or but only with respect to liability for "bodily Organization injury', "property damage' or "personal WHO IS AN INSURED under Section C. is and advertising injury" caused, in whole or amended to include as an additional insured in part, by your maintenance, operation or the person(s) or organization(s) shown in the use of equipment leased to you by such Declarations, but only with respect to liability person(s) or organization(s). for "bodily injury", "property damage" or b. With respect to the insurance afforded to personal and advertising injury" caused, in these additional insureds, this insurance whole or in part, by your acts or omissions or does not apply to any "occurrence" which the acts or omissions of those acting on your takes place after you cease to lease that behalf: equipment. a. In the performance of your ongoing 5. Additional Insured - Owners Or Other operations; or Interests From Whom Land Has Been b. In connection with your premises owned Leased by or rented to you. a. WHO IS AN INSURED under Section C. is 2. Additional Insured - Managers Or Lessors amended to include as an additional Of Premises insured the person(s) or organization(s) shown in the Declarations as an Additional a. WHO IS AN INSURED under Section C. is Insured — Owners Or Other Interests From amended to include as an additional insured Whom Land Has Been Leased, but only the person(s) or organizations) shown in the with respect to liability arising out of the Declarations as an Additional Insured - ownership, maintenance or use of that part Designated Person Or Organization: but only of the land leased to you and shown in the with respect to liability arising out of the Declarations. ownership, maintenance or use of that part of the premises leased to you and shown in the b. With respect to the insurance afforded to Declarations. these additional insureds, the following additional exclusions apply: b. With respect to the Insurance afforded to these additional insureds, the following This insurance does not apply to: additional exclusions apply: 1) Any "occurrence' that takes place This insurance does not apply to: after you cease to lease that land; or 1) Any "occurrence" which fakes 2) a tural alterations, new VI EWE fuction or demolition operationsafteryouceasetobeatenantt per ormed by or on behalf of suchpremises; or person or organization. 2) Structural alterations, new 157 I n rr d - State Or Politicalconstructionordemolitionop t' / P=pE--L7L Hermits performed by or on behalf person or organization. a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional Page 18 of 24 Form SS 00 08 04 05 BUSINESS L.IABILi'i'y COVERAGE FORM Insured — State Or Political Subdivision - e) Any failure to make such Permits, but only wit0 respect to Inspections, adjustments, tests or operations performed by you or on your servicing as the vendor has agreed behalf for which the state or political to make or normally undertakes to subdivision has issued a permit, make in the usual course of b. With respect to the insurance afforded to business, in connection with the these additional insureds, the following distribution or sale of the products; additional exclusions apply: f) Demonstration, installation, This insurance does not apply to: servicing or repair operations, except such operations performed 1 "Bodily injury", "property damage" or at the vendor's premises in personal and advertising injury" connection with the sale of the arising out ofoperations performed for product; the state or municipality; or g) which, after on 2) "Bodily injury" or "property damage" or saleor leedyou, have been labeledbbeen included in the "product -completed or relabeled usedb a operations" hazard. container, part or ingredient of anyriof 7. Additional Insured —Vendors other thing or substance by or for a. WHO IS AN INSURED under Section C. is the vendor; or amended to include as an additional h) "Bodily injury' or 'property insured the person(s) or organization(s) damage" arising out of the sole referred to below as vendor) shown in the negligence of the vendor for its Declarations as an Additional Insured - own acts or omissions or those of Vendor, but only with respect to "bodily its employees or anyone else Injury" or "property damage" arising out of acting on its behalf. However, this your products" which are distributed or exclusion does not apply to: sold in the regular course of the vendor's O The exceptions contained in business and only if this Coverage Part Subparagraphs (d) or (f); or provides coverage for "bodily Injury" or property I) Such inspections, damage" included within the products -completed operations hazard". adjustments, tests or servicing as the vendor has agreed to b. The insurance afforded to the vendor is make r normally undertakes subject to the following additional exclusions: to makeein othee uusual cqurse of 1) This insurance does not apply to: business, in connection with a) 'Bodily injury" or "property the distribution or sale of the damage" for which the vendor is products, obligated to pay damages by 2) This insurance does not apply to any reason of the assumption of insured person or organization from liability in a contract or agreement, whom you have acquired such This exclusion does not apply to products, or any ingredient, part or liability for damages that the container, entering into, vendor would have in the absence accompanying or containing such of the contract or agreement; products. b) Any express warranty 8. Additional Insured — Controlling Interest unauthorized by your, WHO IS AN INSURED under Section C. is c) Any physical or chemical change amended to include as an additional insured in the product made intentionally by the vendor; theP rso organization(s) shown in the li % an Additional Insured — d) Repackaging, unless unpacREVV) EV tro ling Interest, but only with respect to solely for the purpose of inspection, their liability arising o t of: arising demonstration, testing, or the it f' of you; or substitution of pas uq rYEli YS e ey own, maintain or control instructions from the manufactu'ree, while you lease or occupy these premises. and then repackaged in the original container; Form SS 00 08 04 05 Page 19 of 24 BUSINESS LIABILITY COVERAGE FORM This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. 9. Additional Insured — Owners, Lessees Or Contractors — Scheduled Person Or Organization a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Owner, Lessees Or Contractors, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1) In the performance of your ongoing operations for the additional insured(s); or 2) In connection with "your work" performed for that additional Insured and included within the "products - completed operations hazard", but only if this Coverage Part provides coverage for "bodily injury" or property damage" included within the products -completed operations hazard". b, With respect to the insurance afforded to these additional insureds, this insurance does not apply to "bodily injury", "property damage" or "personal an advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: 1) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or 2) Supervisory, inspection, architectural or engineering activities. 10. Additional Insured — Co -Owner Of Insured Premises The limits of insurance that apply to additional insureds are described in Section D. — Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. — Liability And Medical Expenses General Conditions. OR, 1. "Advertisement" means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a. (1) Radio; 2) Television; 3) Billboard; 4) Magazine; 5) Newspaper; b. The Internet, but only that part of a web site that is about goods, products or services for the purposes of inducing the sale of goods, products or services; or c. Any other publication that is given widespread public distribution. However, "advertisement" does not include: a. The design, printed material, information or images contained in, on or upon the packaging or labeling of any goods or products; or b. An interactive conversation between or among persons through a computer network. 2. "Advertising idea" means any idea for an advertisement". 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4. "Auto" means a land motor vehicle, trailer or semi-traller designed for travel on public roads, including any attached machinery or equipment. But "auto" does not include mobile equipment". 5. "Bodily injury" means physical: WHO IS AN INSURED under Section C. is a. Injury; amended to include as an additional insured b. Sickness; or the peations) s Organization(s) sufk t_ rep1E a P ge Declarations as an Additional Insu C CC w Owner Of Insured Premises, but only with• sustained by a person and, if arising out of the respect to their liability as co-owner of the above, mental anguish or death at any time. premises shown in the Declaration 4 %G ( pCo ga t ry" means: Page 20 of 24 Form SS 00 08 04 05 T3.HRJ ACC7RL?CERTIFICATE OF LIABILITY INSURANCE DA /DOIYYVV( 12/1212112/2018 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(ios) must have ADDITIONAL INSURED provisions or he endorsed, If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,. certain policies may require an endorsement. A statement on PRODUCER INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS A"A , NA Risk Management Department ILm TYPE OF INSURANCE !INSO POLICYNUMBER mm MMIDDIr1'YYY MMIDDIYYYY LIMITS LV Commercialnes COMMERCIAL GENERAL LIABILITY I m ._. PHONE - - FAXail .No,.Bxfl. 866.443_8489 Lu Nl 800-889-0021 USI Insurance Services National, Inc. EACH OCCURRENCE i IF_.I CLAIMS MADE LT.) OCCUR ADDRESS; Work Comp@trinetcorn 2691 South Bayshore Drive, Suite 1606 DAMAOE'TO"RENTED PREMISES Eeoccurrence _, IN81WRERiSI,AFFORDING COVERAGE NAIIC Coconut Grove, FL 33133 INsuReRA: ACE American Insurance Company 22867 INSURED LGEWL AGGREGATE LIN IT APPLIES PE R: i L__ POLICY [ JECI' j LOC OTHER: .......i........1......-.. a: TrlNet HR III, Inc. GENERAL AGGREGATE PRODUCTS -00MP1)P AGO INSURER AUTOMOBILE LIABILITY INSURER C______ Ea aBatleDI51NGLE LIWIT S L/C/F Sedaru, Inc. FKA ID Modeling, Inc, ANY AUTO INSURER D: L--I OWNED # SCHEDULED AUTOS ONLY (AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY 9000 Town Center Parkway BODILY INJURY (Per awideno PROPERTY DAMAGE Per accident S INSURER E: IsI Bradenton, FL 34202 I C(nVFRAr.PR OFRTIFICATF KIHMRFR• 13717418 tHPIACROM NII lndnco. ce k.1—, 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. ILm TYPE OF INSURANCE !INSO POLICYNUMBER mm MMIDDIr1'YYY MMIDDIYYYY LIMITS LV COMMERCIAL GENERAL LIABILITY I I EACH OCCURRENCE i IF_.I CLAIMS MADE LT.) OCCUR DAMAOE'TO"RENTED PREMISES Eeoccurrence _, MEO EXP (An oePeNo_l S L j. PERSONAL &ADV INJURYv S _ LGEWL AGGREGATE LIN IT APPLIES PE R: i L__ POLICY [ JECI' j LOC OTHER: .......i........1......-.. GENERAL AGGREGATE PRODUCTS -00MP1)P AGO S AUTOMOBILE LIABILITY Ea aBatleDI51NGLE LIWIT S BODILY INJURY (Per person) ANY AUTO L--I OWNED # SCHEDULED AUTOS ONLY (AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY BODILY INJURY (Per awideno PROPERTY DAMAGE Per accident S IsIII UMBRELLA LIAR OCCUR j EXCESS LIAB CLAIMS -MADE( Y EACHOCOURRENCE S AGGREGATE S SDEDRETENTIONS A WORKERS COMPENSATIONANDEMPLOYERS` LIABILITY YIN ANYPROPRIETOR1PARTNER,EXECUTIVE OFPICERINIEMBEREXCLUDED4 IN NIA ManaatotyblNH) li yes, describe under DESCRIPTION OF OPERATIONS below WLR_C65449134 7/1/2018 7/112.019 R' GER"' x srATUTE Ea EJ.. EACH ACCIDENT i 3 2,000,000 E DISEASE EA EMPLOYEE S $000,000 E.L. DISEASE POLICY LIMIT j S 2.000.000 i i I I DESCRIPTION OF OPERATIONS/ LOCATIONS I VEHICLES(ACORD10 s I,RLrI cIMdrLi,potynFpace is requ Workers Compensation is limited to worksite employee o r L. II/` fri7rL,t.0 In jja.,,,,,.,,,(Vf(1llii+vvlJWW a co -em to ment contract with TriNDt HR Ill, Inc. v PAGE, OF -4-0 City of Santa Ana 20 Civic Center Plaza Ross Annex (M-22 Santa Ana CA 92701 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE g«.4 name and logo are registered marks of ACORD ©1988.201 S ACORD CORPORATION. All richt, reserved. 4 ,,I Of fl , 275 SEDAINC-01 DAWNPHILLIPSA Rv CERTIFICATE OF LIABILITY INSURANCE DAM(MMIDDIYYNY) 01/23/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THISCERTIFICATEDOESNOTAFFIRMATIVELYORNEGATIVELYAMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIESBELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZEDREPRESENTATIVEORPRODUCER, 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 onthiscertificatedoesnotconferrihtstothecertificateholderinlieuofsuchendorsements . PRODUCER CONTACT Angela Merideth NFP Property & Casualty Services, Inc. PHONE 1551 North Tustin Avenue lac, No, Ball: FAxAIC, No):(714) 975-8966Suite500ADDRESSangela.merjdeth@nfp.comSantaAna, CA 92705 INSURERS AFFORDING COVERAGE NAIL# INSURER A: Sentinel Insurance Company Ltd 11000INSURED INSURER B: Hartford Accident and Indemnity Co 22357 Sedaru, Inc. INSURER C: Admiral Insurance Company 24856168E. Arrow Hwy, Suite 101 INSURER pSanDimas, CA 91773 - COVERAGFS REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATEMAYBEISSUEDORMAYPERTAIN, 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 INADDPOLICY NUMBER LIMITS ' SUBR POLICY EFF POLICY E%P A X. COMMERCIAL GENERAL LIABILITY 1,000,000 CLAIMS -MADE X OCCUR EACH OCCURRENCE $ X X 72SBABA9623 01/06/2019 01/06/2020 _ PREMIISSETO SO aE cuDnce $ 11000,000 MED EXP An one person $ 10+000 PERSONAL &ADV INJURY $ 1,000,000 DEVIL AGGREGATE LIMIT APPLIES PER _ GENERAL AGGREGATE 2,000+000 X _ POLICY _ UE LOC $ PRODUCTS 2,000,000GO $ 2,000,000 OTHER: B AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT J 1,000+000 X ANYAUTO (Ea eccJent $ OWNED SCHEDULED X X 72UECPX8358 01/06/2019 01/06/2020 BODILY INJURY Per non $ AUTOS ONLY AUTOS BODILY INJURY Pereccitlent $ AUTOS ONLY NON-OWNED PROPERTY DAMAGE Reraccident $ IsA _UMBRELLA UAB X OCCUR EACH OCCURRENCE , $ 2+000+000 EXCESS LIAB CIAIMS-MADE 72SBABA9623 01/06/2019 01/06/2020 REGATE 2+000,000 r DED RETENTION $ WORHER$ COMPENSATIONRS'LlILIIANDEMPLOVERS'LIABILITY YIN STATE ETH - A NY PROPRIETOR/ EXCLUDED' OFFICER/MEMBER EXCLUDED. NIA EL EACH ACCIDENT (Mandatory In NH) - - EA EMPLOVEEj $ If yes, describe under E.L. DISEASE - DESCRIPTION OF OPERATIONS below - EL.DISEASE- POLICY LIMIT $ C E&O/Professional Lia L000002663205 08/30/2018 08/30/2019 Per Claim Limit 11000,000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached U more space is required) If required by written contract, The City, its elected or appointed officials, boards, agencies, officers, agents, employees and volunteers are Included asAdditionalInsuredswithPrimary/Non-Contributory wording and Waiver of Subrogation as respects General Liability per Endorsement SS00080405 attached. If required by written contract, The City, Its elected or appointed officials, boards, agencies, officers, agents, employees and volunteers are Included asAdditionalInsuredswithPrimary/Non-Contributory wording and Waiver of Subrogation as respects Auto Liability per Endorsement HA99160312 attached. 30daysnoticeofintenttocancelpolicieswillbeprovidedsubjectto10daysnoticefornonpaymentforGeneralLiabilityperendorsementSS12230611andasrespectsautoliabilityperendorsement1H03130611attached. REVIEWEDEVIEWEDK BY: rcorlvlr wry urr n.a City of Santa Ana Attn: Water Resources (M-85) 220 S. Daisy Avenue Santa Ana, CA 92703 Arnon 9C rine. SHOULD ANY OF THE AB04 p pOUCI[S BE THE EXPIRATION DATE THEREOF, NOTICE -WILL ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE V W Tsaa-ZU10 AUVKU CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD V 31(q 1 ACORO' AGENCY CUSTOMER ID: SEDAINC-01 LOC #: 1 ADDITIONAL REMARKS SCHEDULE A- 2-Of6 - Z75 DAWNPHILLIPS Page 1 of 1 AGENCY NAMED INSURED Sedaru Inc. NFP Property & Casualty Services, Inc. 168 E. /crow Hwy, Suite 101 San Dimas, CA 91773 Los AngelesPOLICYNUMBER EE PAGE 1 CARRIER NAIL CODE EE PAGE 1 SEE P 1 EFFECT EDATE: SEE PAGE 1 THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance CONTRACTUAL INSURANCE REQUIREMENTS The attached Certificate of Insurance is provided as part of our service to our client, the insured. If special endorsements have been provided, they also are indicated attached. You may find that these documents do not comply with all the terms and conditions of the underlying contract between the Certificate Holder and the insured due to the Insurance Company's insuring conditions, limitations, exclusions and other terms. If you have any questions, please contact the undersigned. NFP Property & Casualty Services Inc. CA License OF15715 1551 N. Tustin Ave., Suite 500 Santa Ana, CA 92705 Telephone: 714-505-5550 Fax: 714.975-8966 L IEVVED BY: PAGE OK -L2 ACORD 101 (2008101) U ZU08 ACURD WKFORA I ION. All ngnts reserves. The ACORD name and logo are registered marks of ACORD Policy#72UECPX8358 zaf-z s F1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) This policy is subject to the following additional Conditions: A. If this policy is cancelled by the Company, other than for nonpayment of premium, notice of such cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. B. If this policy is cancelled by the Company for nonpayment of premium, or by the insured, notice of such cancellation will be provided within (10) days of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. Form IH 03 13 06 11 If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to active certificate holder(s) who were issued a certificate of insurance applicable to this policy's term. Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives. 2011, The Hartford Page 1 of 1 t EVIEWED BY: 3.-_ F 74. civ . y-75 Policy#72SBAAJ7706 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) This policy is subject to the following additional Conditions: A. If this policy is cancelled by the Company, other than for non-payment of premium, notice of such cancellation will be provided at least thirty (30) days in advance of the cancellation effective dale to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. B. If this policy is cancelled by the company for nonpayment of premium, or by the Insured, notice of such cancellation will be provided within ten (10) days of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to active certificate holder(s) who were issued a certificate of insurance applicable to this policy's term. Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upontheCompanyoritsagentsorrepresentatives. Form SS 12 23 06 11 Page 1 of 1 C 2011. The Hartford REVIEWED BY: PAGE OF Policy#72UECPX8358 A -20113. z75 COMMERCIAL AUTOMOBILE HA 99 16 03 12 THIS ENDORSEMENT CHANCES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form, the provisions of this endorsement apply. 1. BROAD FORM INSURED A. Subsidiaries and Newly Acquired or Formed Organizations The Named Insured shown in the Declarations is amended to include: 1) Any legal business entity other than a partnership or joint venture, formed as a subsidiary in which you have an ownership interest of more than 50% on the effective date of the Coverage Form. However, the Named Insured does not include any subsidiary that is an insured" under any other automobile policy or would be an "insured" under such a policy but for its termination or the exhaustion of its Limit of Insurance. 2) Any organization that is acquired or formed by you and over which you maintain majority ownership. However, the Named Insured does not include any newly formed or acquired organization: a) That is a partnership or joint venture, b) That is an "insured" under any other policy, c) That has exhausted its Limit of Insurance under any other policy, or d) 180 days or more after its acquisition or formation by you, unless you have given us notice of the acquisition or formation. Coverage does not apply to "bodily injury" or "property damage" that results from an "accident" that occurred before you formed or acquired the organization. B. Employees as Insureds Paragraph A.1. - WHO IS AN INSURED - of SECTION II - LIABILITY COVERAGE is amended to add: d. Any 'employee" of yours while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. C. Lessors as Insureds Paragraph A.1. - WHO IS AN INSURED - of Section II - Liability Coverage is amended to add: e. The lessor of a covered "auto" while the auto' is leased to you under a written agreement if: 1) The agreement requires you to provide direct primary insurance for the lessor and 2) The "auto" is leased without a driver. Such a leased "auto" will be considered a covered "auto" you own and not a covered auto" you hire. D. Additional Insured if Required by Contract 1) Paragraph AA. - WHO IS AN INSURED of Section II - Liability Coverage is amended to add: f. When you have agreed, in a written contract or written agreement, that a person or organization be added as an additional insured on your business auto policy, such person or organization is an "insured", but only to the extent such person or organization is liable for "bodily injury" or "property damage" caused by the conduct of an "insured" under paragraphs a. or b. of Who Is An Insured with regard to the ownership, maintenance or use of a covered "auto." 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 1 of 5 IEVVED BY: tAg C_ A . zO1 d' z -P5 The insurance afforded to any such E. Primary and Non -Contributory if additional insured applies only if the Required by Contract bodily injury" or "property damage" Only with respect to insurance provided to occurs: an additional insured in 1.13. - Additional 1) During the policy period, and Insured If Required by Contract, the 2) Subsequent to the execution of such following provisions apply: written contract, and 3) Primary Insurance When Required By 3) Prior to the expiration of the period Contract of time that the written contract This insurance is primary if you have requires such insurance be provided agreed in a written contract or written to the additional insured. agreement that this insurance be 2) How Limits Apply primary. If other insurance is also primary, we will share with all that otherIfyouhaveagreedinawrittencontract insurance by the method described inorwrittenagreementthatanotherOtherInsurance5.d. person or organization be added as an additional insured on your policy, the 4) Primary And Non -Contributory To Other most we will pay on behalf of such Insurance When Required By Contract additional insured is the lesser of: If you have agreed in a written contract a) The limits of insurance specified in or written agreement that this insurance the written contract or written is primary and non-contributory with the agreement; or additional insured's own insurance, this insurance is primary and we will notb) The Limits of Insurance shown in seek contribution from that other the Declarations. insurance. Such amount shall be a part of and not Paragraphs (3) and (4) do not apply to otherinadditiontoLimitsofInsuranceshowninsurancetowhichtheadditionalinsured in the Declarations and described in this has been added as an additional insured. Section. When this insurance is excess, we will have no 3) Additional Insureds Other Insurance duty to defend the insured against any "suit" if If we cover a claim or "suit" under this any other insurer has a duty to defend the Coverage Part that may also be covered insured against that "suit". If no other insurer by other insurance available to an defends, we will undertake to do so, but we will additional insured, such additional be entitled to the insured's rights against all insured must submit such claim or "suit" those other insurers. to the other insurer for defense and When this insurance is excess over other indemnity. insurance, we will pay only our share of the However, this provision does not apply amount of the loss, if any, that exceeds the sum to the extent that you have agreed in a of: written contract or written agreement 1) The total amount that all such other that this insurance is primary and non- insurance would pay for the loss in thecontributorywiththeadditionalinsured's absence of this insurance; and own insurance. 2) The total of all deductible and self-insured 4) Duties in The Event Of Accident, Claim, amounts under all that other insurance. Suit or Loss We will share the remaining loss, if any, by theIfyouhaveagreedinawrittencontractmethoddescribedinOtherInsurance5.d. or written agreement that another person or organization be added as an 2• AUTOS RENTED BY EMPLOYEES additional insured on your policy, the Any "auto" hired or rented by your "employee" additional insured shall be required to on your behalf and at your direction will be comply with the provisions in LOSS considered an "auto" you hire. CONDITIONS 2. - DUTIES IN THE The OTHER INSURANCE Condition is amended EVENT OF ACCIDENT, CLAIM , SUIT by adding the following: OR LOSS — OF SECTION IV — BUSINESS AUTO CONDITIONS, in the same manner as the Named Insured. 02011, The Hartford (Includes copyrighted material Form HA 9916 03 12 of ISO Properties, Inc., with its permission.) Page 2 of 5 r,x"VIEWED BY: If an "employee's" personal insurance also 5. applies on an excess basis to a covered "auto" hired or rented by your "employee" on your behalf and at your direction, this insurance will be primary to the "employee's" personal insurance. 3. AMENDED FELLOW EMPLOYEE EXCLUSION EXCLUSION 5. - FELLOW EMPLOYEE - of SECTION II - LIABILITY COVERAGE does not apply if you have workers' compensation insurance in -force covering all of your employees". Coverage is excess over any other collectible insurance. 4. HIRED AUTO PHYSICAL DAMAGE COVERAGE If hired "autos" are covered "autos" for Liability Coverage and if Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form for any auto" you own, then the Physical Damage Coverages provided are extended to "autos" you hire or borrow, subject to the following limit. The most we will pay for "loss" to any hired auto" is: 1) $100,000; 2) The actual cash value of the damaged or stolen property at the time of the "loss"; or 3) The cost of repairing or replacing the damaged or stolen property, whichever is smallest, minus a deductible. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. No deductible applies to "loss" caused by fire or lightning. Hired Auto Physical Damage coverage is excess over any other collectible insurance. Subject to the above limit, deductible and excess provisions, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. We will also cover loss of use of the hired "auto" if it results from an "accident", you are legally liable and the lessor incurs an actual financial loss, subject to a maximum of $1000 per accident". This extension of coverage does not apply to any "auto" you hire or borrow from any of your employees", partners (if you are a partnership),. members (if you are a limited liability company), or members of their households. A-r72-06 r2.'7 5 - PHYSICAL DAMAGE - ADDITIONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE Paragraph AA.a. of SECTION III - PHYSICAL DAMAGE COVERAGE is amended to provide a limit of $50 per day and a maximum limit of 1,000. 6. LOANILEASE GAP COVERAGE Under SECTION III - PHYSICAL DAMAGE COVERAGE, in the event of a total "loss" to a covered "auto", we will pay your additional legal obligation for any difference between the actual cash value of the "auto" at the time of the "loss" and the "outstanding balance" of the loan/lease. Outstanding balance" means the amount you owe on the loanAease at the time of "loss" less any amounts representing taxes; overdue payments; penalties, interest or charges resulting from overdue payments; additional mileage charges; excess wear and tear charges; lease termination fees; security deposits not returned by the lessor; costs for extended warranties, credit life Insurance, health, accident or disability insurance purchased with the loan or lease; and carry-over balances from previous loans or leases. 7. AIRBAG COVERAGE Under Paragraph B. EXCLUSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: The exclusion relating to mechanical breakdown does not apply to the accidental discharge of an airbag. 8. ELECTRONIC EQUIPMENT - BROADENED COVERAGE a. The exceptions to Paragraphs B.4 - EXCLUSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE are replaced by the following: Exclusions 4.c. and 4.d. do not apply to equipment designed to be operated solely by use of the power from the "auto's" electrical system that, at the time of "loss", is: 1) Permanently installed in or upon the covered "auto"; 2) Removable from a housing unit which is permanently installed in or upon the covered "auto"; 3) An integral part of the same unit housing any electronic equipment described in Paragraphs (1) and (2) above; or 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 3 of 5 REVIEWED BY: PAGE I (1F z 4) Necessary for the normal operation of the covered "auto" or the monitoring of the covered auto's" operating system. b.Section III — Version CA 00 01 03 10 of the Business Auto Coverage Form, Physical Damage Coverage, Limit of Insurance, Paragraph C.2 and Version CA 00 01 10 01 of the Business Auto Coverage Form, Physical Damage Coverage, Limit of Insurance, Paragraph C are each amended to add the following: 1,500 is the most we will pay for "loss" in any one "accident" to all electronic equipment (other than equipment designed solely for the reproduction of sound, and accessories used with such equipment) that reproduces, receives or transmits audio, visual or data signals which, at the time of "loss", is: 1) Permanently installed in or upon the covered "auto" in a housing, opening or other location that is not normally used by the "auto" manufacturer for the installation of such equipment; 2) Removable from a permanently installed housing unit as described in Paragraph 2.a. above or is an integral part of that equipment; or 3) An integral part of such equipment. c. For each covered "auto", should loss be limited to electronic equipment only, our obligation to pay for, repair, return or replace damaged or stolen electronic equipment will be reduced by the applicable deductible shown in the Declarations, or $250, whichever deductible is less. 9. EXTRA EXPENSE BROADENED COVERAGE Under Paragraph A. - COVERAGE - of SECTION III - PHYSICAL DAMAGE COVERAGE, we will pay for the expense of returning a stolen covered auto" to you. 10. GLASS REPAIR - WAIVER OF DEDUCTIBLE Under Paragraph D. - DEDUCTIBLE - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: No deductible applies to glass damage if the glass is repaired rather than replaced. 11. TWO OR MORE DEDUCTIBLES Under Paragraph D. - DEDUCTIBLE - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: A • 2vti3. 2-f 5 If another Hartford Financial Services Group, Inc. company policy or coverage form that is not an automobile policy or coverage form applies to the same "accident", the following applies: 1) If the deductible under this Business Auto Coverage Form is the smaller (or smallest) deductible, it will be waived; 2) If the deductible under this Business Auto Coverage Form is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible. 12. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS The requirement in LOSS CONDITIONS 2.a. - DUTIES IN THE EVENT OF ACCIDENT,CLAIM, SUIT OR LOSS - of SECTION IV - BUSINESS AUTO CONDITIONS that you must notify us of an "accident" applies only when the "accident" is known to: 1) You, if you are an individual; 2) A partner, if you are a partnership; 3) A member, if you are a limited liability company; or 4) An executive officer or insurance manager, it you are a corporation. 13. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we will not deny coverage under this Coverage Form because of such failure. 14. HIRED AUTO - COVERAGE TERRITORY Paragraph e. of GENERAL CONDITIONS 7. - POLICY PERIOD, COVERAGE TERRITORY - of SECTION IV - BUSINESS AUTO CONDITIONS is replaced by the following: e. For short-term hired "autos", the coverage territory with respect to Liability Coverage is anywhere in the world provided that if the insured's" responsibility to pay damages for bodily injury" or "property damage" is determined in a "suit," the "suit" is brought in the United States of America, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. 15. WAIVER OF SUBROGATION TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - of SECTION IV - BUSINESS AUTO CONDITIONS is amended by adding the following: 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 4 of 5 REVIEWED BY: i Or Z /jq We waive any right of recovery we may have against any person or organization with whom You have a written contract that requires such waiver because of payments we make for damages under this Coverage Form. 16. RESULTANT MENTAL ANGUISH COVERAGE The definition of "bodily injury" in SECTION V - DEFINITIONS is replaced by the following: Bodily injury" means bodily injury, sickness or disease sustained by any person, including mental anguish or death resulting from any of these. 17. EXTENDED CANCELLATION CONDITION Paragraph 2. of the COMMON POLICY CONDITIONS - CANCELLATION - applies except as follows: If we cancel for any reason other than nonpayment of premium, we will mail or deliver to the first Named Insured written notice of cancellation at least 60 days before the effective date of cancellation. 18. HYBRID, ELECTRIC, OR NATURAL GAS VEHICLE PAYMENT COVERAGE In the event of a total loss to a "non -hybrid" auto for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form, then such Physical Damage Coverages are amended as follows: a. If the auto is replaced with a "hybrid" auto or an auto powered solely by electricity or natural gas, we will pay an additional 10%, to a maximum of $2,500, of the "non -hybrid" auto's actual cash value or replacement cost, whichever is less, b. The auto must be replaced and a copy of a bill of sale or new lease agreement received by us within 60 calendar days of the date of "loss," 2--75- We 75 c. Regardless of the number of autos deemed a total loss, the most we will pay under this Hybrid, Electric, or Natural Gas Vehicle Payment Coverage provision for any one loss" is $10,000. For the purposes of the coverage provision, a.A "non -hybrid" auto is defined as an auto that uses only an internal combustion engine to move the auto but does not include autos powered solely by electricity or natural gas. b.A "hybrid" auto is defined as an auto with an internal combustion engine and one or more electric motors; and that uses the internal combustion engine and one or more electric motors to move the auto, or the internal combustion engine to charge one or more electric motors, which move the auto. 19. VEHICLE WRAP COVERAGE In the event of a total loss to an "auto" for which Comprehensive, Specked Causes of Loss, or Collision coverages are provided under this Coverage Form, then such Physical Damage Coverages are amended to add the following: In addition to the actual cash value of the "auto', we will pay up to $1,000 far vinyl vehicle wraps which are displayed on the covered "auto" at the time of total loss. Regardless of the number of autos deemed a total loss, the most we will pay under this Vehicle Wrap Coverage provision for any one "loss" is $5,000. For purposes of this coverage provision, signs or other graphics painted or magnetically affixed to the vehicle are not considered vehicle wraps. 02011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 5 of 5 vvED BY: 1 G E 0F-3- Policy# 72SBAAJ7706 b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your employees", "volunteer workers', any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager Any person (other than your "employee" or volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: 1) With respect to liability arising out of the maintenance or use of that property; and 2) Until your legal representative has been appointed. d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance. e. Unnamed Subsidiary Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and Form SS 00 08 04 05 A, Lore •a'75 BUSINESS LIABILITY COVERAGE FORM b. Coverage under this provision does not apply to: 1) "Bodily injury" or "property damage" that occurred; or 2) "Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Operator Of Mobile Equipment With respect to "mobile equipment' registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. 'Bodily injury' to a co -"employee" of the person driving the equipment; or b. 'Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. Operator of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 6. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional RRE f i'L h aq:eed, in a written 3Aage 11 of 24 PAGE to OF—In_ BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However, no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by an endorsement issued by us and made a part of this Coverage Part, including all persons or organizations added as additional insureds under the specific additional insured coverage grants in Section F. — Optional Additional Insured Coverages. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or property damage" included within the products -completed operations hazard". 1) The insurance afforded to the vendor is subject to the following additional exclusions: This insurance does not apply to: a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b) Any express warranty unauthorized by you; c) Any physical or chemical change in the product made intentionally by the vendor; d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; Page 12 of 24 r , 2018 ' 1'7 l e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: 1) The exceptions contained in Subparagraphs (d) or (f); or ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment 1) Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. REVIEWED By. , Q[/ rm S464 6495l,F (1_0 l9_ 2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to any occurrence" which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises 1) Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. 2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: a) Any "occurrence" which takes place after you cease to lease that land or be a tenant in that premises; or b) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors 1) Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury', "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: a) In connection with your premises; or b) In the performance of your ongoing operations performed by you or on your behalf. 2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to bodily injury", "property damage" or personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or b) Supervisory, inspection, architectural or engineering activities. Form SS 00 08 04 05 A-, zo(S - 2--157 BUSINESS LIABILITY COVERAGE FORM e. Permits Issued By State Or Political Subdivisions 1) Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. 2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or b) "Bodily injury" or "property damage" included within the "products - completed operations hazard". f. Any Other Party 1) Any other person or organization who is not an insured under Paragraphs a. through e. above, but only with respect to liability for "bodily injury", property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: a) In the performance of your ongoing operations; b) In connection with your premises owned by or rented to you; or c) In connection with "your work" and included within the "products - completed operations hazard", but only if i) The written contract or written agreement requires you to provide such coverage to such additional insured; and ii) This Coverage Part provides coverage for "bodily injury" or property damage" included within the products - completed operations hazard". 2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: Bodily injury", "property damage" or personal and advertising injury" arising out of the rendering of, or the failure to render, any professional R,,/ ,E s iVIS c gin i or surveying 1 f+t--G_J l zgll4 PAGE 13o Ln p Af24 BUSINESS LIABILITY COVERAGE FORM a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or b) Supervisory, inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds are described in Section D. — Limits Oflnsurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. — Liability And Medical Expenses General Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or C. Persons or organizations making claims or bringing "suits". 2. Aggregate Limits The most we will pay for: a. Damages because of "bodily injury" and property damage" included in the products -completed operations hazard" is the Products -Completed Operations Aggregate Limit shown in the Declarations. b. Damages because of all other "bodily injury", 'property damage" or 'personal and advertising injury", including medical expenses, is the General Aggregate Limit shown in the Declarations. This General Aggregate Limit applies separately to each of your 'locations" owned by or rented to you. Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway or right-of-way of a railroad. Page 14 of 24 X-2.Otg-z-7!5- This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or explosion. 3. Each Occurrence Limit Subject to 2.a. or 2.b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", property damage" and medical expenses arising out of any one 'occurrence" is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses Limit shown in the Declarations. 4. Personal And Advertising Injury Limit Subject to 2.b. above, the most we will pay for the sum of all damages because of all personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5. Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 6. How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a. The limits of insurance specified in a written contract, written agreement or permit issued by a state or political subdivision; or b. The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in ndgscpbed in this Section. R E V° EV SS 0 680405 fg n l2_ If more than one limit of insurance under this policy and any endorsements attached thereto applies to any claim or "suit", the most we will pay under this policy and the endorsements is the single highest limit of liability of all coverages applicable to such claim or "suit". However, this paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3. above. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense You or any additional insured must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: 1) How, when and where the "Occurrence" or offense took place; 2) The names and addresses of any injured persons and witnesses; and 3) The nature and location of any injury or damage arising out of the occurrence" or offense. b. Notice Of Claim If a claim is made or "suit" is brought against any insured, you or any additional insured must: 1) Immediately record the specifics of the claim or "suit" and the date received; and 2) Notify us as soon as practicable. You or any additional insured must see to it that we receive a written notice of the claim or "suit" as soon as practicable. c. Assistance And Cooperation Of The Insured You and any other involved insured must: Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM 1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit"; 2) Authorize us to obtain records and other information; 3) Cooperate with us in the investigation, settlement of the claim or defense against the "suit"; and 4) Assist us, upon our request, in the enforcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d. Obligations At The Insured's Own Cost No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. e. Additional Insured's Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance. f. Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a. and b. apply to you or to any additional insured only when such occurrence", offense, claim or "suit" is known to: 1) You or any additional insured that is an individual; 2) Any partner, if you or an additional insured is a partnership; 3) Any manager, if you or an additional insured is a limited liability company; 4) Any "executive officer" or insurance manager, if you or an additional insured is a corporation; 5) Any trustee, if you or an additional insured is a trust; or 6) Any elected or appointed official, if you or an additional insured is a political r< E V I E WE©orSy.pntity. l( r., 9 1 Mage 15 of 24 E + OF BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to you and any additional insured. 3. Financial Responsibility Laws a. When this policy is certified as proof of financial responsibility for the future under the provisions of any motor vehicle financial responsibility law, the insurance provided by the policy for "bodily injury" liability and "property damage" liability will comply with the provisions of the law to the extent of the coverage and limits of insurance required by that law. b. With respect to "mobile equipment" to which this insurance applies, we will provide any liability, uninsured motorists, underinsured motorists, no-fault or other coverage required by any motor vehicle law. We will provide the required limits for those coverages. 4. Legal Action Against Us No person or organization has a right under this Coverage Form: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Form unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 5. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy 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 a claim is made or "suit" is brought. 6. Representations a. When You Accept This Policy By accepting this policy, you agree: 1) The statements in the Declarations are accurate and complete; 2) Those statements are based upon representations you made to us; and Page 16 of 24 A- - 24,9 .. 2-75- 3) We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure. 7. Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excesslnsurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: 1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; 2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; 3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for property damage" to premises rented to you or temporarily occupied by you with permission of the owner; 4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section A. — Coverages. 5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion k. of Section A. — REVIEVVEaDs. BY. J/ Qr $S 00 08 04 05 O ig y 6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or 7) When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. A ' 2olg BUSINESS LIABILITY COVERAGE FORM When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: 1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and 2) The total of all deductible and self- insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all 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. 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, 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. This condition does not apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights ofWhenthisinsuranceisexcess, we will recovery against any person orhavenodutyunderthisCoverageParttoorganizationforallorpartofanypayment, defend the insured against any "suit" if any including Supplementary Payments, weotherinsurerhasadutytodefendthehavemadeunderthisCoveragePart, weinsuredagainstthat "suit". If no other also waive that right, provided the insuredinsurerdefends, we will undertake to do waived their rights of recovery againstso, but we will be entitled to the insured's such person or organization in a contract, rights against all those other insurers. l C V I E W Ee t or permit that was executed j L r h it jury or damage. Form SS 00 08 04 05— 23/L9 Page 17 of 24 e LOFes_ 2,15 BUSINESS LIABILITY COVERAGE FORM Pf-• zolS - z-75 F. OPTIONAL ADDITIONAL INSURED 3. Additional Insured - Grantor Of Franchise COVERAGES WHO IS AN INSURED under Section C. is If listed or shown as applicable in the Declarations, amended to include as an additional insured one or more of the following Optional Additional the person(s) or organization(s) shown in the Insured Coverages also apply. When any of these Declarations as an Additional Insured - Optional Additional Insured Coverages apply, Grantor Of Franchise, but only with respect to Paragraph 6. (Additional Insureds When Required their liability as grantor of franchise to you. by Written Contract, Written Agreement or Permit) 4. Additional Insured - Lessor Of Leased of Section C., Who Is An Insured, does not apply Equipment to the person or organization shown in the a. WHO IS AN INSURED under Section C. isDeclarations. These coverages are subject to the amended to include as an additionaltermsandconditionsapplicabletoBusinessinsuredtheperson(s) or organization(s) Liability Coverage in this policy, except as shown in the Declarations as an Additionalprovidedbelow: Insured — Lessor of Leased Equipment, 1. Additional Insured - Designated Person Or but only with respect to liability for "bodily Organization injury", "propertyprty dama eg" or "personal WHO IS AN INSURED under Section C. is and advertising injury" caused, in whole or amended to include as an additional insured in part, by your maintenance, operation or the person(s) or organization(s) shown in the use of equipment leased to you by such Declarations, but only with respect to liability person(s) or organization(s). for "bodily injury", "property damage" or b. With respect to the insurance afforded to personal and advertising injury" caused, in these additional insureds, this insurance whole or in part, by your acts or omissions or does not apply to any "occurrence" which the acts or omissions of those acting on your takes place after you cease to lease that behalf: equipment. a. In the performance of your ongoing 5. Additional Insured - Owners Or Other operations; or Interests From Whom Land Has Been b. In connection with your premises owned Leased by or rented to you. a. WHO IS AN INSURED under Section C. is 2. Additional Insured - Managers Or Lessors amended to include as an additional Of Premises insured the person(s) or organization(s) a. WHO IS AN INSURED under Section C. is shown in the Declarations as an Additional amended to include as an additional insured Insured — Owners Or Other Interests From the person(s) or organization(s) shown in the Whom Land Has Been Leased, but only Declarations as an Additional Insured - with respect to liability arising out of the Designated Person Or Organization; but only ownership, maintenance or use of that part with respect to liability arising out of the of the land leased to you and shown in the ownership, maintenance or use of that part of Declarations. the premises leased to you and shown in the b. With respect to the insurance afforded to Declarations. these additional insureds, the following b. With respect to the insurance afforded to additional exclusions apply: these additional insureds, the following This insurance does not apply to: additional exclusions apply: 1) Any "occurrence" that takes place This insurance does not apply to: after you cease to lease that land; or 1) Any "occurrence" which takes place 2) Structural alterations, new after you cease to be a tenant in that construction or demolition operations premises; or performed by or on behalf of such 2) Structural alterations, new person or organization, construction or demolition operations 6. Additional Insured - State Or Political performed by or on behalf of such Subdivision — Permits person or organization. a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the state or political subdivision j•-\ C t, / I E WED i8rclarations as an Additionalvv `L J— V ii Page 18 of 24 1 I Form SS 00 08 04 05 vF o Insured — State Or Political Subdivision - Permits, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: 1) "Bodily injury", "property damage" or personal and advertising injury" arising out of operations performed for the state or municipality; or 2) "Bodily injury" or "property damage" included in the "product -completed operations" hazard. 7. Additional Insured —Vendors a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) referred to below as vendor) shown in the Declarations as an Additional Insured - Vendor, but only with respect to "bodily injury" or "property damage" arising out of your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or property damage" included within the products -completed operations hazard". b. The insurance afforded to the vendor is subject to the following additional exclusions: 1) This insurance does not apply to: a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b) Any express warranty unauthorized by you; c) Any physical or chemical change in the product made intentionally by the vendor; d) Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; 4 ' '2-01 V ' 2765 BUSINESS LIABILITY COVERAGE FORM e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: i) The exceptions contained in Subparagraphs (d) or (f); or tt) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 8. Additional Insured — Controlling Interest WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Controlling Interest, but only with respect to their liability arising out of: a. Their financial control of you; or b. Premises they own, maintain or control while you lease or occupy these premises. EVIEWED BY: Form SS 00 08 04 05 41ey / Page 19 of 24 8 - 19 A-' 2-,019, 2--7,g BUSINESS LIABILITY COVERAGE FORM This insurance does not apply to structural The limits of insurance that apply to additional alterations, new construction and demolition insureds are described in Section D. — Limits Of operations performed by or for that person or Insurance. organization. How this insurance applies when other insurance 9. Additional Insured — Owners, Lessees Or is available to an additional insured is described in Contractors — Scheduled Person Or the Other Insurance Condition in Section E. — Organization Liability And Medical Expenses General a. WHO IS AN INSURED under Section C. is Conditions. amended to include as an additional G. LIABILITY AND MEDICAL EXPENSES insured the person(s) or organization(s) DEFINITIONSshownintheDeclarationsasanAdditional Insured — Owner, Lessees Or Contractors, 1. "Advertisement" means the widespread public but only with respect to liability for "bodily dissemination of information or images that injury", "property damage" or "personal has the purpose of inducing the sale of goods, and advertising injury" caused, in whole or products or services through: in part, by your acts or omissions or the a. (1) Radio; acts or omissions of those acting on your 2) Television; behalf: 3) Billboard; 1) In the performance of your ongoing operations for the additional 4) Magazine; insured(s); or 5) Newspaper; 2) In connection with "your work" b. The Internet, but only that part of a web performed for that additional insured site that is about goods, products or and included within the "products- services for the purposes of inducing the completed operations hazard", but sale of goods, products or services; or only if this Coverage Part provides c. Any other publication that is given coverage for "bodily injury" or widespread public distribution. property damage" included within the However, "advertisement" does not include: products -completed operations hazard". a, The design, printed material, information b. With respect to the insurance afforded to or images contained in, on or upon the these additional insureds, this insurance packaging or labeling of any goods or products; or does not apply to "bodily injury", "properly damage" "personal an advertising b. An interactive conversation between or ninjury' arising out of the rendering of, or among persons through a computer network. the failure to render, any professional 2. "Advertising idea" means any idea for an architectural, engineering or surveying advertisement". services, including: 3. "Asbestos hazard" means an exposure or 1) The preparing, approving, or failure to threat of exposure to the actual or alleged prepare or approve, maps, shop properties of asbestos and includes the mere drawings, opinions, reports, surveys, presence of asbestos in any form. field orders, change orders, designs or 4. "Auto" means a land motor vehicle, trailer or drawings and specifications; or semi -trailer designed for travel on public 2) Supervisory, inspection, architectural roads, including any attached machinery or or engineering activities. equipment. But "auto" does not include 10. Additional Insured — Co -Owner Of Insured mobile equipment'. Premises 5. "Bodily injury" means physical: WHO IS AN INSURED under Section C. is a. Injury; amended to include as an additional insured b. Sickness; or the person(s) or Organization(s) shown in the Declarations as an Additional Insured — Co - c. Disease Owner Of Insured Premises, but only with sustained by a person and, if arising out of the respect to their liability as co-owner of the above, mental anguish or death at any time. premises shown in the Declarations. 6. "Coverage territory" means: REVIEWED BY: Page 20 of 24 z all i Form SS 00 08 04 05 Page 1 of 2 SECOND AMENDMENT TO AGREEMENT WITH SEDARU, FORMERLY KNOWN AS ID MODELING, INC., TO PROVIDE WATER SYSTEM COMPUTER MODELING AND ENGINEERING SERVICES THIS SECOND AMENDMENT to the above-referenced agreement is entered into on November 21, 2023, b y and between Sedaru, formerly known as ID Modeling, Inc. (“Contractor”), and the Cit y of Santa Ana, a charter cit y and municipal corporation organized and existing under the Constitution and laws of the State of California (“City”). RECITALS A. The parties entered into Agreement No. A-2018-275 (“Agreement”) dated December 4, 2018, to retain a qualified contractor to provide water system computer modeling and engineering services, including the design and creation of a water system computer model. B. On November 4, 2021, the parties executed the sole two (2) year extension. Therefore, the Agreement is in full force and effect through December 3, 2023. C. On April 4, 2023, the Parties entered into a First Amendment to the Agreement (A-2023- 052) to increase the compensation under the Agreement due to an unanticipated increase in volume of development plan submittals. D. On September 21, 2023, the City’s Public Works Agency (“PWA”) received a written notice from Contractor informing PWA the Sedaru software platform contemplated by the Agreement would no longer be supported after June 30, 2024. E. The Parties now wish to amend the Agreement to extend the term of the Agreement to allow PWA to finish existing projects, download data and information, and transition to another software platform. The Parties therefore agree: 1. Section 3 , Term, shall be amended to extend the term of the Agreement through June 30, 2024. 2. Except as modified by this Second Amendment, all terms and conditions of the Agreement shall remain in full force and effect. (signature page follows) DocuSign Envelope ID: C7AB0A53-9C38-47FD-9E6A-6D0A05493B55 Page 2 of 2 IN W ITNESS WHEREOF, the parties hereto have executed this Second Amendment to the Agreement on the date and year first written above. Jennifer L. Hall Steven A. Mendoza City Clerk Acting Cit y Manager APPROVED AS TO FORM CONSULTANT SONIA R. CARVALHO, City Attorney By:____________________________ Brandon Salvatierra Name: Deputy City Attorney Title: RECOMMENDED FOR APPROVAL ______________________________ Nabil Saba Executive Director Public Works Agency DocuSign Envelope ID: C7AB0A53-9C38-47FD-9E6A-6D0A05493B55 Tony Ulrich Senior Sales Manager, North American Account Management Team