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HomeMy WebLinkAboutBUCKNAM INFRASTRUCTURE GROUP, INC. (4) INSURANCE ON FILF A-2025-033 WORK MAY PROCEED UNTIL INSURi14CE EXPI ES CITY CLERK ------- DATE. MAY 7 1,,AGREEMENT WITH BUCKNAM INFRASTRUCTURE GROUP, INC. TO PROVIDE PAVEMENT MANAGEMENT PROGRAM UPDATE SERVICES THIS AGREEMENT is made and entered into on the Ist day of April, 2025 by and between Bucknam Infrastructure Group, Inc. ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California("City"). RECITALS A. On November 26,2024 the City issued Request for Proposal("RFP")No.24-133,by which it sought qualified consultants to provide pavement management program update services for the City's Public Works Agency. B. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFP 24-133. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perfomn during the term of this Agreement, the tasks and obligations including all labor, materials,tools, equipment, and incidental customary work required to frilly and adequately complete the services described and set forth in the scope of work that was included in RFP No. 24-133, which is attached hereto as Exhibit A and incorporated in full. 2. COMPENSATION a. City agrees to pay,and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Exhibit B. The total amount to be expended during the term of this Agreement shall not exceed One Hundred and Thirty-Five Thousand Dollars($135,000), including any extension periods. b. Payment by City shall be made within 45 days (forty-five) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonable be expected by City. 3. TERM Page 1 of 9 This Agreement shall commence on April 1, 2025 and end on March 31, 2028, unless terminated earlier in accordance with Section 16, below. The term of this Agreement may be extended for up to one (1), two-year period upon a writing executed by the City Manager and the City Attorney. 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of outer requirements on"public works"and "maintenance" projects, If the services being perrormed are part of an applicable"public works"or"maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing 'Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless form any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create ail employer-employee relationship, a,joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the seaviees which are the subject matter of this Agreontent; however,the services to be .provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall.pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. G. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data.magnetically or otherwise recorded on computer diskettes,which are prepared or caused to be prepared by Consultant tinder this Agreement ("Doctintents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not he 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. 7. INSURANCE Page 2 or 9 Prior to undertaking performance of work under this Agreement, Consultant shal I maintain and shall require any subcontractors to obtain and maintain insurance as described below for the entire Term of'this Agreement against claims for injuries to persons or damage to property which may arise from or in connection with services, products and materials supplied to City. Total cost of such insurance shall be borne by Consultant. MINIMUM SCOPE AND LIMIT OF INSURANCE I. Commercial General Liability (CGL): Insurance Services Office Dorm CG 00 01covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence and $4,000,000 aggregate. Required policy limits can be met with primary and umbrella/excess insurance policies.. 2. Automobile liability: 'Insurance Services Office Morin CA 00 01 covering Code I (any auto), with limits no less than $1,000,000 combined single limits. In the event Consultant does not maintain commercial automobile liability insurance, City will accept evidence of personal automobile insurance. 3. Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident, policy or employee,for bodily injury or disease. Coverage is not required if Consultant has no employees and signs request to waive suclz insurance. 4. Professional Liability Insurance: with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 aggregate. If Consultant maintains broader coverage and/or higher lil-nits than the minimum requirements for each line of coverage shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. Other Insurance Provisions The above required insurance policies are to contain or be endorsed to contain the following provisions: I. City, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds, under Consultant's CGL,.Professional Liability, and Automobile Liability policies, with respect to any liability arising out of work or Operations performed by or on behalf of the Consultant including materials, parts, equipment, and personnel furnished in connection with such work or operations. 2. Consultant's Insurance company(ies) agrees to waive all rights of subrogation against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of any policy which arise from work performed by Rage 3 of 9 Consultant under this Agreement, 3. For any claims related to this contract, Consultant's insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. 4. A severability of interest provision must apply for all the additional insureds, ensuring that Consultant's insurance shall apply separately to each insured against whom a claim is made Or suit is brought, except with respect to the insurer's limits of liability. 5. Insurance policies required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non-renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City.Ten(1 Q)days prior written notice shall be provided to City for policy cancellation or non-renewal due to non-}payment of premium. 6. Certificate Holder on each Evidence of Insurance certificate shall be. City of Santa Ana, Attention: Hayley Gilbert, 20 Civic Center Plaza,M-36, Santa Ana, CA 92701. The name and location of project must be included in the Description of Operations section of each certificate, Self-Insured Retentions Self-insured retentions must be declared to and approved by the City, The City may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. Acceptability of insurers Insurance is to .be placed with insurers authorized to conduct business in the State of California with a current A.M. Best rating of no less than A;VII, unless otherwise acceptable to City. Verification of Coverage Consultant shall furnish City with original Certificates of Insurance including all required amendatory endorsements(or copies of the applicable policy language effecting coverage required by this clause)and a copy ofthe Declarations and Endorsement page of the CGL policy Listing all policy endorsements before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Consultant's obligation to provide them. City reserves the right to require complete, certified copies of all required. insurance policies, including endorsements required by these specifications, at any time. Spacial Risks or Circumstances City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 8. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1)for personal injury,darnages,just compensation, restitution,judicial or equitable relief arising Out Of Claims for personal injury, including death, and claims for property damage, which play arise from the Page 4 of 9 negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section I 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,oral leged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. 'The Consultant further agrees to indemnify, hold harmless,and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitttion,judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding,Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782,8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to clairns that arise out of, pertain to,or relate to the negligence, recklessness, or willful misconduct of the Consultant. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, Including costs, for infringement of any United States, letters patent,trademark,or copyright infringement, including casts,contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. l U. RECORDS Consultant shall keep .records and invoices in connection with,the work to be performed tinder this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred antler this Agreement and any services,expenditUres,and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this .Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. It. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own irll'ormation 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 Page 5 of 9 information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations ofnon»tise and nondisclosure shall not apply to any information that(a) has been disclosed in publicly available sources; (b) is, through no vault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without all obligation of confidentiality; (d) is required to be disclosed by operation of law; or(e) is independently developed by the Consultant without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, Which Would conflict in any mariner with performance of services specified under this Agreement. 13. NON-DISCRIMINATION Consultant shall not discriminate because of race,color,creed,religion,sex,marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information,or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, .promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shill comply with all applicable federal, state and local laws and regulations. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto,the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or ill addition to,the terms and conditions hereof,shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducenlents, promises or agreements, orally or otherwise, have been made by any party, or anyone acting oil behalf of any Party, which is not embodied herein. IS. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without tite City's prior written consent shall be considered null and void. Nothing ill 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 16. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event,Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified ill the Recitals of this Agreement. 17. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure,right or remedy. No waiver of any breach, failure or right,or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar,nor shall any waiver constitute a continuing;waiver unless the writing so specifies. 18, JURISDICTION..VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California,shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 19. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services herounder and required by the laws and regulations of the United :States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be. cause for termination of this Agreement. 20. NOTICE Any notice, tender, demand,delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered ill 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: Page 7 of 9 TO City. City Clerk City of Santa Ana 20 Civic Center Plaza(M-30) P.O. Cox 1988 Santa Ana,CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Executive Director, Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, California 92702 Fax: 714-647-5635 To Consultant: Bucknam Infrastructure Group, Inc, 3548 Seagate Way, Suite 230 Oceanside, CA 92056 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, coimunication shall be effective or deemed to have been given twenty-four(24) hours after tine time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames,weekends, federal, state, County or City holidays shall be excluded. 21. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the Power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any in 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, Page 8 of 9 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF NTA AN Jennifer 1 II Alvaro Nunez City C City Manager APPROVED AS TO FORM: SONIA R. CARVALHO CONSULTANT: City Attorney By: 4�. Kyle,Nellesen Pet J. Bucknam Assistant City Attorney President/Project Manager RECOMMENDED FOR APPROVAL: Digitally signed by Na SabaNabiI SahaDate:2025.03.17 j 14:31:22-07'00' Nabil Saba Executive Director Public Works Agency Page 9 of 9 ACC)RL> CERTIFICATE OF LIABILITY INSURANCE UATE(MMI025rrY) 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 C1=RTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,the pollcy(€es) must have ADDITiONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such Gndorsement(s). PRODUCER CONTACT NAME: PHONE 8B8)780-5381 FAIL No; 866)828-2424 WTW MIDWEST INC AIL ADDRESS: Cerlif€cafe@Hanover.com 233 S WACKER DR,SUITE 2000 INSURERS AFFORDING COVERAGE NAIC 0 CHICAGO IL 60606 INSURER A: Citizens Ins Co of America 31534 INSURED INSURER B: Hanover Insurance Co 22292 INSURER C: Hanover American Ins Cc 36064 BUCKNAM INFRASTRUCTURE GROUP INC INSURERD: 3548 SEAGATE WAY STE 230 INSURER E: OCEANSIDE CA 92056 INSURERF: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUER POLICY EFF POLICY EXP LTR TYPE OF INSURANCE POLICY NUMBER MMIDD MMIDDIYYYY LIMITS y/ COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 CLAIMS-MADE DAMAGE TO RENTC=D OCCUR PREMISES Ea occurrence $ 1,000,000 MED EXP(Any one person) $ 10,000 A Y Y OBCA39995610 0911612024 09116I2025 PERSONAL&ADVlNJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 POLICY[V]JECT ❑LOC PRODUCTS-COMP/OP AGO $ 4,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accdent $ 2,000,000 ANY AUTO BODILY INJURY(Per person) $ A OWNED SCHEDULED Y Y 0BC A399956 10 09/16/2024 09/16/2025 BODILY INJURY Per accident) $ AUTOS ONLY AUTOS JHIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Aer awldenl $ J UMBRELLA LIAB y OCCUR EACH OCCURRENCE $ 6,000,000 A EXCESS LIAB CLAIMS-MADE Y Y OBC A399956 10 09/16/2024 09/16/2025 AGGREGATE $ 6,000,000 ❑ED RETENTION$ $ WORKERS COMPENSATION / PER OTH- AND EMPLOYERS'LIABILITY YIN V STATUTE; ER ANYPC OFF C@RlMEMBEREXCLU Eb7 ECUTIVE � NIA Y WZC A399946 10 09/16/2024 09/16/2025 E.L.EACH ACCIDENT $ 1,000,000 €Mandatory In NMI E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,dosodhe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT 1$ 1,000,000 B Architects&Engineers Prof Liab N Y LHC H023717 05 09/16/2024 09/16/2025 Claims-Made:$21V Ea Cla€ml$2M Agg DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached If more space is required) City of Santa Ana,Its City Council,Its Officers,officials,employees,agents,and volunteers are Additional Insured on the General Liability and Auto Liabilitypursuant to the terms and conditions by form 391-1586.Additional Insured is Primary and Noncontributory to the extent provided by form 391-1003(pg 79 of 81).Separation of Insureds provided to the extent allowed by form 391-1003(pg 73 of 81).Waiver of Subrogation as provided by form 391-1003(pg 80 of 81),WC040306,and 921-1001 (pg 15 of 17).Cancellation Notice will be provided to the Certificate Holder pursuant to endorsement:401-1235.Such notice is solely for the purpose of informing the Certificate Holder of the effective date of cancellation and does not grant,alter,or extend any rights or obligations under this policy, TU Tran Digita.TuT alnNguy Nly signed guyen APPROVED b te;2025.04.22 Nguyen' 1,:ae:22-oro, By Tu Tran Nguyen at 11.05 am,Apr--22,2025 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. CITY OF SANTA ANA ATTN:HAYLEY GIL13ERT AUTHORIZED REPRESENTATIVE 20 CIVIC CENTER PLAZA M-36 SANTA ANA CA 92701 @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD i Hc�t'1o1I�r Insurance Group_ OBCA399956 1309570 THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. GENERAL LIABILITY SUPPLEMENTARY ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM injury and advertising injury". A. Additional Insured by Contract,Agreement or (2) To any person or organization included Permit as an insured by another endorsement The following is added to SECTION II - issued by us and made part of this LIABILITY, C.Who Is An Insured: Coverage Part. Additional Insured by Contract,Agreement or (3) To any lessor of equipment: Permit (a) After the equipment lease expires; a. Any person or organization with whom you or agreed in a written contract, written b If the "bodily injury", "property agreement or permit that such person or ( ) y y" p p y organization to add as an additional insured damage", or "personal and on your policy is an additional insured only advertising injury" arises out of sole with respect to liability for "bodily injury", negligence of the lessor "property damage", or "personal and (4) To any: advertising injury" caused, in whole or in (a) Owners or other interests from part, by your acts or omissions, or the acts whom land has been leased if the or omissions of those acting on your behalf, "occurrence" or offense takes place but only with respect to: or the offense is committed after (1) "Your work" for the additional insureds) the lease for the land expires; or designated in the contract, agreement (b) Managers or lessors of premises if: or permit including "bodily injury" or The"occurrence"takes lace or property damage included in the O the offense is committed after products-completed operations hazard" only if this Coverage Part provides such you cease to be a tenant in that coverage. premises; or (2) Premises you own,rent, lease or occupy; (11) The "bodily injury", "property or damage", personal Injury or 3 Your maintenance, operation or use of "advertising injury" arises out of O p structural alterations, new equipment leased to you, construction or demolition b. The insurance afforded to such additional operations performed by or on insured described above: behalf of the manager or lessor. (1) Only applies to the extent permitted by (5) To "bodily injury","property damage" or law; and "personaland advertising injury"arising (2) Will not be broader than the insurance out of the rendering of or the failure to which you are required by thecontract, render any professional services. agreement or permit to provide for such This exclusion applies even if the claims additional insured. against any insured allege negligence (3) Applies on a primary basis if that is or other wrongdoing in the supervision, required bythe written contract, written hiring, employment, training or agreement or permit. monitoring of others by that Insured, if the "occurrence" which caused the (4) Will not be broader than coverage "bodily injury" or "property damage" or provided to any other insured. the offense which caused the "personal (5) Does not apply if the "bodily injury", and advertising injury" involved the property damage" or "personal and rendering of or failure to render any advertising injury" is otherwise professional services by or for you. excluded from coverage under this d. With respect to the insurance afforded to Coverage Part, including any these additional insureds, the following is endorsements thereto. added to SECTION II -LIABILITY, D. Liability c. This provision does not apply: and Medical Expense Limits of Insurance: (1) Unless the written contract or written The most we will pay on behalf of the agreement was executed orpermit was additional insured for a covered claim is the issued prior to the "bodily injury", lesser of the amount of insurance: "property damage", or "personal 391-1586 0816 Includes copyrighted material of Insurance Services Offices, Inc.,with its permission. Page 1 of 2 I 1. Required by the contract, agreement or added to SECTION it -LIABILITY, F. Liability permit described in paragraph a.; or And Medical Expenses Definitions: 2. Available under the applicable Limits of 1. "Your project" means: Insurance shown in the Declarations. a. Any premises, site or "location" at, This endorsement shall not increase the on, or in which "your work" is applicable Limits of Insurance shown in the not yet completed; and Declarations b. Does not include any"location" listed B. Aggregate Limits of Insurance per Project or per in the Declarations. Location 2. "Location"means premises involving the The following changes are made to SECTION II - same or connecting lots, or premises LIABILITY: whose connection is interrupted only by a street, roadway, waterway or 1. The following is added to SECTION II - right-of-way of a railroad. LIABILITY, D. Liability and Medical Expenses Limits of Insurance, paragraph 4: The Aggregate Limits of Insurance apply separately to each of"your projects"or each "location" listed in the Declarations. 2. For the purpose of coverage provided by this endorsement only, the following is ALL OTHER TERMS, CONDITIONS,AND EXCLUSIONS REMAIN UNCHANGED. 3914586 08 16 Includes copyrighted material of insurance Services Offices,Inc.,with its permission. Page 2 of 2 HAnover Insurance Group_ OBCA399956 1309570 "property damage" included You must see to it that we receive in the "products-completed written notice of the claim or "suit" operations hazard"; as soon as practicable. (b) Plus medical expenses; c. You and any other involved insured (c) Plus all "personal and must: advertising injury caused by (1) Immediately send us copies of offenses committed; any demands, notices, summonses or legal papers is twice the Liability And Medical received in connection with the Expenses Limit. claim or"suit"; b. The Aggregate Limits of Insurance (2) Authorize us to obtain records apply separately to each of your and other information; "locations"owned by or rented to you. Coo us in th "Location" means premises involving (3) e Coop investigation, with settlement the same or connecting lots, or 9 premises whose connection is the claim or defense against the interrupted only by a street, roadway, "suit"; and waterway or right-of-way of a railroad. (4) Assist us, upon our request, in 6. The Limits of Insurance of SECTION 11 - the enforcement of any right LIABILITY apply separately to each against any person or consecutive annual period and to any organization that may be liable remaining period of less than 12 months, to the insured because of injury starting with the beginning of the policy or damage to which this period shown in the Declarations, unless insurance may also apply. the policy period is extended after d. No insured will, except at that issuance for an additional period of less insured's own cost, voluntarily make than 12 months. In that case, the a payment, assume any obligation, additional period will be deemed part of or incur any expense, other than for the last preceding period for purposes of first aid, without our consent. determining the Limits of Insurance. 3. Legal Action Against Us E. Liability and Medical Expenses General No person or organization has a right Conditions under this Coverage Part: 1. Bankruptcy a. To join us as a party or otherwise Bankruptcy or insolvency of the insured or bring us into a "suit" asking for of the insured's estate will not relieve us damages from an insured; or of our obligations under this Coverage b. To sue us on this policy unless all of Part• its terms have been fully complied 2. Duties in the Event of Occurrence, with. Offense, Claim or Suit A person or organization may sue us to a. You must see to it that we are notified recover on an agreed settlement or on a as soon as practicable of an final judgment against an insured; but "occurrence" or an offense which may we will not be liable for damages that result in a claim. To the extent are not payable under the terms of this possible, notice should include: policy or that are in excess of the (1) Flow, when and where the applicable Limit of Insurance. An agreed "occurrence" or offense took settlement means a settlement and place; release of liability signed by us, the (2) The names and addresses of any insured and the claimant or the injured persons and witnesses; claimant's legal representative. and 4. Separation of Insureds (3) The nature and location of any Except with respect to the Limits of injury or damage arising out of the Insurance under SECTION Il "occurrence"or offense. LIABILITY, and any rights or duties specifically assigned in this Coverage b. If a claim is made or "suit" is brought you must: Part to the first Named Insured, this against any insured, y insurance applies: (1) Immediately record the specifics a. As if each Named Insured were the of the claim or "suit" and the date only Named Insured; and received; and 2 Notify us as loan as practicable. b. Separately to each insured against ( ) Y p whom claim is made or "suit" is brought. 391-1003 08 16 Includes copyrighted material of Insurance Services Office, Inc„ with its permission. Page 73 of 81 The Hanover Insuragce Group- OBCA399956 1309570 1. SECTION I - PROPERTY, if two or more of However, if you agree in a written this coverage part's coverages apply to contract, written agreement, or the same loss or damage, we will not pay written permit that the insurance more than the actual amount of the loss or provided to any person or damage. organization included as an 2. SECTION 11 - LIABILITY, it is our stated Additional Insured under this Intent that the various Coverage Parts, Coverage Part is primary and forms, endorsements or policies issued to non-contributory, we will not seek the named insured by us, or any company contribution from any other affiliated with us, do not provide any insurance available to that Additional duplication or overlap of coverage for the Insured which covers the Additional same claim, "suit", "occurrence", offense, Insured as a Named Insured except: accident, "wrongful act" or loss. We will (1) For the sole negligence of the not pay more than the actual amount of Additional Insured; or the loss or damage. (2) When the Additional Insured is If this Coverage Part and any other an Additional Insured under Coverage Part, form, endorsement or another liability policy. policy Issued to the named insured by us, b. Excess Insurance or any company affiliated with us, apply to the same claim, "suit", occurrence, This insurance is excess over: offense, accident, "wrongful act" or loss, (1) Any of the other insurance, the maximum Limit of Insurance under all whether primary, excess, such Coverage Parts, forms, contingent or on any other basis: endorsements or policies combined shall not exceed the highest applicable Limit of (a) That That is Fire, Extended a Insurance under any one Coverage Part, Coverage, Risk or similar Builder's Risk, r form, endorsement or policy. Instacoverage for"your work This condition does not apply to any Excess or Umbrella Policy issued by us (b) That is Property Insurance for specifically to apply as excess insurance premises rented to you or over this policy. temporarily occupied by you G. Liberalization with permission of the owner; If we adopt any revision that would broaden (c) That is Insurance purchased by you to cover your liability the coverage under this policy without as a tenant for "property additional premium within 45 days prior to or damage" to premises rented during the policy period, the broadened to you or temporarily coverage will immediately apply to this policy. occupied by you with H. Other Insurance permission of the owner; or 1. SECTION I -PROPERTY (d) If the loss arises out of the If there is other insurance covering the maintenance or use of same loss or damage, we will pay only for aircraft, autos or watercraft the amount of covered loss or damage in to the extent not subject to excess of the amount due from that other SECTION II - LIABILITY, insurance, whether you can collect on it or Exclusion g. Aircraft, Auto or not. But, we will not pay more than the Watercraft; and applicable Limit of Insurance of SECTION 1 (2) Any other primary insurance -PROPERTY. available to you covering liability 2. SECTION II -LIABILITY for damages arising out of the premises or operations, or the If other valid and collectible insurance is products and completed available to the insured for a loss we operations, for which you have cover under SECTION If - LIABILITY, our been added as an additional obligations are limited as follows: insured by attachment of an a. Primary Insurance endorsement. This insurance is primary except when When this insurance is excess, we paragraph b. below applies. If this will have no duty under SECTION II - insurance is primary, our obligations LIABILITY to defend the insured are not affected unless any of the against any suit if any other other insurance is also primary. Then, insurer has a duty to defend the we will share with all that other insured against that "suit". If no other insurance by the method described in insurer defends, we will undertake to paragraph c. below. do so, but we will be entitled to the 391-1003 08 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 79 of 81 insured's rights against all those other premium in accordance with our rates and insurers. rules then in effect. c. When this insurance is excess over other 3. With our consent, you may continue this insurance, we will pay only our share of policy in force by paying a continuation the amount of the loss, if any, that premium for each successive one-year exceeds the sum of: period. The premium must be: (1) The total amount that all such other a. Paid to us prior to the anniversary insurance would pay for the loss in date; and the absence of this insurance; and b. Determined in accordance with (2) The total of all deductible and paragraph 2. above. self-insured amounts under all that Our forms then in effect will apply. If you other insurance. do not pay the continuation premium, this d. We will share the remaining loss, if any, policy will expire on the first anniversary with any other insurance that is not date that we have not received the described in this provision and was not premium. bought specifically to apply in excess of 4. Undeclared exposures or change in your the Limits of Insurance shown in the business operation, acquisition or use of Declarations for this Coverage. locations may occur during the policy e. Method of Sharing period that is not shown in the If all of the other insurance permits Declarations. If so, we may require an contribution by equal shares, we will additional premium. That premium will be follow this method also. Under this determined in accordance with our rates approach each insurer contributes equal and rules then in effect. amounts until it has paid its applicable J. Premium Audit Limit of Insurance or none of the loss 1. This policy is subject to audit if a premium remains, whichever comes first. designated as an advance premium is If any. of the other insurance does not shown in the Declarations. We will permit contribution by equal shares, we compute the final premium due when we will contribute by limits. Under this determine your actual exposures. method, each insurer's share is based on 2. premium shown in this policy as advance the ratio of its applicable Limit of premium is a deposit premium only. At the Insurance to the total applicable limits of close of each audit period, we will insurance of all insurers. compute the earned premium for that f. When this insurance is excess, we will period and send notice to the first Named have no duty under Business Liability Insured. The due date for audit premiums Coverage to defend any claim or "suit" is the date shown as the due date on the that any other insurer has a duty to bill. If the sum of the advance and audit defend. If no other insurer defends, we premiums paid for the policy period is will undertake to do so; but we will be greater than the earned premium, we will entitled to the insured's rights against all return the excess to the first Named those other insurers. Insured. I. Premiums 3. The first Named Insured must keep 1. The first Named Insured shown in the records of the information we need for Declarations: premium computation and send us copies at such times as we may request. a. Is responsible for the payment of all K. Transfer of Rights of Recovery Against Others premiums; and to Us b. Will be the payee for any return 1, Applicable to SECTION I - PROPERTY premiums we pay. Coverage: 2. The premium shown in the Declarations was If any person or organization to or for computed based on rates in effect at the time whom we make payment under this policy the policy was issued. On each renewal, has rights to recover damages from continuation or anniversary of the effective another, those rights are transferred to us date of this policy, we will compute the to the extent of our payment. That person or organization must do everything necessary to secure our rights and must do nothing after loss to impair them. But you may waive your rights against another party in writing: 391-1003 08 16 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Page 80 of 81 i Fl The anover Insurance Group- OBCA399956 1309570 a. Prior to a loss to your Covered We waive any right of recovery we may Property. have against any person or b. After a loss to your Covered Property organization with whom you have a only if, at time of loss, that party is written contract, permit or agreement one of the following: to waive any rights of recovery against such person or organization because of (1) Someone insured by this payments we make for injury or insurance; damage arising out of your ongoing (2) A business firm: operations or "your work" done under a (a) Owned or controlled by you; contract with that person or organization and included in the °C "products-completed operations (b) That owns or controls you; or hazard". (3) Your tenant. This condition does not apply to You may also accept the usual bills of Medical Expenses Coverage. lading or shipping receipts limiting the L. Transfer of Your Rights and Duties Under liability of carriers. This Policy This will not restrict your insurance. Your rights and duties under this policy 2. Applicable to SECTION II - LIABILITY may not be transferred without our written Coverage: consent except in the case of death of an rights to recover all or individual Named Insured. If you die, your If the insured has ri g rights and duties will be transferred to your part of any payment we have made legal representative but only while that under this Coverage Part, those rights legal representative is acting within the are transferred to us. The insured must scope of their duties as your legal do nothing after loss to impair such representative. Until your legal rights. At our request, the insured will bring "suit" or transfer those rights to us representative eror ereteml orals custodypappointed, your o e th and help us enforce them. proper lphave your rights an duties but only with respect to that property, 391-1003 08 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 81 of 81 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO DESIGNATED ENTITY(S) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART COMMERCIAL LIABILITY UMBRELLA COVERAGE PART HANOVER COMMERCIAL FOLLOW FORM EXCESS AND UMBRELLA POLICY COMMERCIAL PROPERTY COVERAGE PART BUSINESS AUTO COVERAGE FORM BUSINESSOWNERS COVERAGE FORM SCHEDULE Number Name of Designated Entity Mailing Address or Email Address Days Notice CITY OF SANTA ANA, ITS OFFICERS, EMPLOYEES,AGENTS AND 30 REPRESENTATIVES 20 CIVIC CENTER PLAZA SANTA ANA CA 92701 (Information required to complete this Schedule, if not shown above, will be shown in the Declarations.) If we cancel this policy for any reason other than nonpayment of premium, we will give written notice of such cancellation to the Designated Entity(s) shown in the Schedule. Such notice may be delivered or sent by any means of our choosing. The notice to the Designated Entity(s) will state the effective date of cancellation. Unless otherwise noted in the Schedule above, such notice will be provided to the Designated Entity(s) no more than the number of days in advance of the effective date of cancellation that we are required to provide to the Named Insured for such cancellation. Such notice of cancellation is solely for the purpose of informing the Designated Entity(s) of the effective date of cancellation and does not grant, alter, or extend any rights or obligations under this policy. ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. 401-12351214 Includes copyrighted material of Insurance Services Office, Inc., with its permission. (Page 1 of 1 � rn� Hanover4 Insurance Group_ WZCA399946 1309570 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2% % of the California workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization Job Description BLANKET AS REQUIRED BY CONTRACT This endorsement changes the policy to which It is attached and is effective on the date issued unless otherwise stated. (The Information below is required only when this endorsement Is issued subsequent to preparation of the policy.) Endorsement Effective Policy No. WZC-A399946--10 Endorsement No. Insured Insurance CompanyTHE HANOVEP AMERICAN INSURANCE COMPANY Countersigned By WC 04 03 06 (Ed 04-84) Hanover Architects and Engineers Advantage Insurance Group" Professional Liability Insurance c. The representations made in Your application for this Policy are to be considered as incorporated into and constitute a part of this Policy; d. Those representations are material to the acceptance of the risk We assumed under this Policy; e. We have issued this Policy in reliance upon the truth, accuracy and completeness of such representations; and f. No statement in Your application or fact pertaining to or knowledge possessed by any Insured shall be imputed to any other Insured for the purpose of determining if coverage is available; except that statements in the application or facts pertaining to or knowledge possessed by the individual signing the application shall be imputed to the Named Insured. 3. Legal Action Against Us No person or entity has a right under this Policy to: a. Join Us as a party or otherwise bring Us into a suit asking for Damages from an Insured; or b. Sue Us on this Policy unless all of its terms have been fully complied with. A person or entity 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 Policy or that are in excess of the applicable limit of liability. An agreed settlement means a settlement and release of liability signed by Us, the Insured and the claimant or the claimant's legal representative. 4. Innocent Insureds In the event that coverage under this Policy would be excluded, suspended or lost because any of You concealed a Claim from Us under Section G. Duties in the Event of Claim(s), Potential Claim(s) or Supplemental Coverage(s), We will cover any other of You, other than the Named Insured, who did not participate in, acquiesce in or fail to promptly notify Us of this concealment, provided that You complied with all other Policy provisions. In the event that coverage under this Policy would be excluded, suspended or lost because of a dishonest, criminal, malicious, or fraudulent act, error, or omission by one or more of You under Exclusion 1. Conduct, We will cover any other of You, other than the Named Insured, who did not participate in, acquiesce in or fail to take appropriate action when You discovered the conduct, provided that You complied with all other Policy provisions. We have the right to recover against any Insured responsible for dishonest, criminal, malicious or fraudulent acts errors, omissions, or discrimination, or concealment, or any other illegal act, whether or not intentional, for any Claim Expenses or Damages paid under this section. 5. Change in Ownership Control or Exposure If during the Policy Period, the Named Insured acquires or forms an entity in which the Named Insured has more than a fifty percent(50%) legal or beneficial interest and such entity performs Professional Services, coverage will be provided for such acquired or newly formed entity for any Wrongful Acts or Pollution Conditions committed after the date the Named Insured acquires or forms such entity. However, coverage for such entity will terminate ninety(90)days after the date of acquisition or formation of such entity, or the expiration of the Policy Period, whichever is earlier, unless the following conditions are met: a. Within ninety(90)days of such formation or acquisition,the Named Insured must provide Us with full particulars of the newly acquired or formed entity; b. After receipt of such notice,We must agree to endorse this Policy to add the newly acquired or formed entity;and c. The Named Insured must pay the additional premium,if any,and agree to any amendment of the provisions of this Policy by reason of such formation or acquisition. 6. Transfer of Rights of Recovery Against Others to Us If You have any rights to recover all or part of any payment We have made under this Policy, these rights are transferred to Us. You must do nothing after a Loss to impair our rights to seek or obtain recovery from others. At Our request, You will sue those responsible or transfer those rights to Us and help Us enforce them. In the 921 1001 01/18 ©2018 The Hanover Insurance Company.All Rights Reserved. Page 15 of 17 Hanover Architects and Engineers Advantage Insurance Croup" Professional Liability Insurance event of any payment under this Policy, We shall be subrogated to the extent of such payment to all of Your rights of recovery. You shall execute and deliver such instruments and papers and do whatever else is necessary to secure such rights and shall do nothing to prejudice or compromise such rights without Our express written consent. This section does not apply, if You, prior to the date a Wrongful Act is committed, have waived Your right of recovery for Damages that result from such Wrongful Act. We hereby waive subrogation rights against Your client to the extent You had a written agreement to waive such rights, prior to the date a Wrongful Act is committed, and have waived Your right of recovery for Damages that result from such Wrongful Act. 7. Assignment No change in, modification of or assignment of interest in this Policy shall be effective except when made by a written endorsement to the Policy. 8. Sole Agent for the Insured By accepting this Policy, You agree that only the Named Insured is authorized to act on behalf of all Insureds with respect to the following: consenting to settlement or releasing rights under this Policy, payment for premiums and deductibles, receiving return premiums, giving or receiving notice of cancellation or non-renewal, requesting any optional Extended Reporting Period and agreeing to any changes in this insurance Policy. Each Insured agrees that the Named Insured shall act on its or their behalf with respect to such matters. 9. Coverage Territory and Valuation This Policy applies to a Wrongful Act committed anywhere in the world provided that the Claim is made and suit is brought against the Insured within the United States, its territories or possessions or Canada. All premiums, limits, deductibles, Loss and other amounts are expressed and payable in the currency of the United States of America. If a judgment is rendered, a settlement is denominated or another element of Loss under this Policy is stated in a currency other than the United States of America dollars, payment under this Policy shall be made in United States of America dollar equivalent determined by the rate of exchange published in the Wall Street Journal on the date the judgment becomes final, the amount of the settlement is agreed upon or any element of Loss is due, respectively. 10. Other Insurance a. If other valid and collectible insurance is available to You for Loss covered under this Policy, the insurance provided by this Policy shall be excess over such other insurance, regardless of whether or not such insurance is primary, contributory, excess, contingent or otherwise. b. When this insurance is excess, We have no duty to defend You against any Claim if any other insurer has a duty to defend You against the Claim. If no other insurer defends We will undertake to do so but We will be entitled to Your rights against those other insurers. c. When this insurance is excess over other insurance, We will pay only Our share of the amount of 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 deductibles, self-insurance and retentions under all that other insurance. We will share the remaining Loss, if any, with any other insurance that is not described in this provision and was not bought specifically to apply in excess of the limit of liability shown in the Declarations page of this Policy. d. 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 liability or none of the Loss remains, whichever comes first. If any 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 liability to the total applicable limits of liability of all insurers. 921 1001 01/18 ©2018 The Hanover Insurance Company.All Rights Reserved. Page 16 of 17