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HomeMy WebLinkAboutVANIR CONSTRUCTION MANAGEMENT, INC. (2)A-2017-069-01 FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT TO PREPARE JAiL RE -USE PLAN AND FEASIBILITY STUDY THIS FIRST AMENDMENT to the above -referenced agreement is entered into on July 13, 2017 by and between Vanir Construction Management, Inc., a California corporation ("Consultant'), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The parties entered into Agreement #A-2027-069, dated April 4, 2017 ("Agreement'), by which Consultant agreed to provide a Re -Use Plan and Feasibility Study for the Santa Ana Jail. B. The term of the Agreement is from April 5, 2017 through April 4, 2018, and the Agreement remains in effect. C. Without affecting the amount to be expended under the Agreement, the parties wish to amend the Agreement to adjust the scope of services and the fee schedule. The Parties therefore agree: 1. Section 1, Scope of Services, is amended such that Consultant shall provide those services described in Exhibit A. Exhibit A shall fully supersede the original Exhibit A that was included with the Agreement. 2. Section 2, Compensation, is amended such that Consultant agrees to accept as total payment for its services the rates and charges identified in Exhibit B. Exhibit B shall fully supersede the original Exhibit B that was included with the Agreement. Total expenditures under the Agreement shall remain no more than $125,000. 3. Except as modified by this First Amendment, all terms and conditions of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to the Agreement on the date and year first written above. ATTEST Z) T� MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney ✓�� By: I AY - JOHVA, FUNK Assistant City Attorney RECOMMENDED FOR APPROV r/ : % AAWng.Chief°ofl olice OF SANTA Interim City CONSULTANT Name: Title: NSURANCE ON FILE WORK MAY pR(}CEED UNTIL INSURANCE EXPIRES CLERK Oi CWNCL DAIS: I EXHIBIT A Santa Ana Jail Reuse Plan and Feasibility Study Revised Scope of Work and Methodology Outline Task 1: Review of current detention system Issues and reconfirm City goals /objectives and overall purpose for the future direction of the City jail. The Vanir consultant team will meet with City staff in a "kick-off" meeting and jail tour. The focus of the discussion will include: ■ Background Information: Review of the operational history, budget background, and other key issues involving the City's jail facility. ■ Scope of Work Review of the project's methodology, schedule, and consultant team's information listing request handout. ■ Press Inquiries: Establishment of the process and lines of reporting for addressing press and public inquiries. • Jail Reuse Options: Discussion of City's overall fiscal concerns, limitations, and other major factors which should be considered in the jail reuse options analysis, Task 2: Collection and analysis of fall population trend data, staffing, operational costs and inmate programs / services information. The resulting data collection and analysis work will focus on the following: ■ Law Enforcement Agency Bookinas: Detainee intakes, releases, length of jail stay, and average daily inmate population (ADP) trends. ■ Inmate Profiles: Detainee arrests / booking offenses and criminal history characteristics will be compiled and analyzed. Inmate security classifications and custody housing requirements will be reviewed. ■ Jail Stafflna: Number of management, custody inmate supervision, and other jail support staffing levels. ■ Jail Budgets: Annual line item jail fiscal operating costs and expenditure trends. Outside agency contract revenue and Inmate daily per diem reimbursement rate collections and other offsetting operational cost sources will be reviewed. ■ Inmate Programs and Services: Jail program service providers / volunteers involved with (a) mental health, (b) medical, (c) substance abuse, (d) academic education, (a) life skills, and (f) reentry programs will be interviewed to understand the intent and frequency of services directed to the detainee populations. task 3: Review of the jail's building characteristics, space, and physical security / custody arrangements. The consultant team will analyze the overall adequacies of the facility's functional use areas security and custody characteristics. The focus of the analysis will include: Building Security / Custody Characteristics: Facility architectural floor plans, specifications, renovations, previous inspections, and deferred maintenance items will be assembled and reviewed. The work will examine the configuration, capacity, utilization, security levels, and custody arrangements of the facility's existing area space Including (a) administration, (b) visiting / lobby / public areas, (c) food services, (d) central control, (e) maintenance / storage / utilities, (f) laundry, (g) intake / release, (h) medical / mental health clinics, (1) programs / classrooms, Q) housing / dayrooms, (k) Interior circulation, (1) indoor recreation (gym), (m) vehicle sallyport, and (n) quasi -outdoor circulation / recreation yards. Space Assessments: Based on the defined area uses identified for the City jail, an assessment of the adequacy of each space will also be undertaken which takes into account factors including (a) appropriate size, (b) efficiency / organization, (c) expansion characteristics, (d) circulation, (e) location, (f) adjacencies, and (g) level of privacy. Overall conclusions about the adequacy of the facility and Its space provisions will focus on standard jail building security design criteria as well as the systems needed to support the operation of a detention facility. The assessment information is intended to identify any significant issues concerning the adequacy of the existing space and custody / housing levels associated with detainee populations incarcerated in the facility. Task 4a; Workshop with Community & Council to provide priority options for Jag Reuse Study. The consultant team will prepare supporting jail planning handout documents which will be reviewed with the City Council in a scheduled workshop discussion forum. The forum is intended to aid the Council in further understanding jail conditions, opportunities, and constraints which should be considered when identifying, prioritizing, reuse options, and follow-up evaluation planning for the jail facility. The Vanir team will facilitate the information exchange, secure Council member input, and lead the evaluation process of the ideas generated. The goal of this process is to undertake and get broad-based input from the Council and Department administrators on individual options and criteria ranking which can guide the City in establishing the primary reuse options the consultants will evaluate In depth and report back findings, data, and future recommendations for the jail. The presentation handouts and policy direction narrative will focus on the following: a Status of Study: Vanir consultants will provide a summary overview highlighting the approach / methodology, scope of the data collection work, and status of the work tasks initially set for the Jail Reuse Study. The discussion will also reconfirm information exchange expectations for the purpose of conducting the workshop. ■ Handout: The consultants will prepare and present an Executive Summary handout which identifies overall conclusions about jail facility space, custody levels, and condition of building systems. • Community/Council Combined Study Input: The consultant team will work with City stakeholders and identified interested advocates to establish and carry out an organized community meeting to gather public input, concerns, and other potential impacts associated with the jail reuse options the City is evaluating. The consultant team will use the public input information in finalizing the published information showing the advantages and disadvantages of each reuse option, ■ Reuse Options Evaluation Criteria Matrix: Vanir will develop the criteria in the form of an evaluation planning matrix. The criteria and matrix is intended to assist the City in understanding major operational scheduling and financial impacts associated with implementing specific reuse ideas or options. Examples of the reuse criteria which can be examined will include (a) work needed to implement option, (b) likely implementation schedule, (c) cost investment, and (d) community impact. Using the criteria, the Consultant can discuss the general pros / cons and present a ranking scale for jail reuse ideas. Workshop Discussions and Evaluations: The options generated in discussions will be grouped and evaluated based on the developed criteria matrix. City Manaaerand Department Follow-up Meetino: Vanir's team will schedule an on-site follow- up meeting with the City Manager's staff, police department and jail administrators to review and prioritize ideas generated by the City Council workshop. The goal of the meeting is to make sure the follow-up planning work carried out by the consultants addresses the expectations of the City. Task4b: Identify and analyze jail reuse options for City consideration. Using the information and results assembled in the previous planning tasks, the Vanir consultant team will work with the City Manager to finalize options to include (a) operating only a holding facility, (b) operating a facility open to contract inmates, (c) leasing a facility for others to operate, and (d) one alternate option based on open ideas which will be further evaluated with recommendations provided to the community, The analysis, evaluation work, and recommendations will include: ■ Detailed _Description of Options: A written comprehensive narrative description will be developed for each draft jail reuse option the consultants Identified and analyzed during the scope of the project work. Each description will include graphic layouts highlighting the design plans and concepts incorporated into the reuse option. ■ Other Contracting Out Options: In order to provide the City with a comprehensive analysis, the consultant team will review with qualified national correctional firms, including the Federal Bureau of Prisons, the process, procedures, and likely success the City can expect if it pursued arrangements with other outside custody agencies who may be interested in operating the City jail. This information will be included in the evaluation of each jail reuse option. ■ Fiscal Analysis: An in-depth fiscal analysis will also be prepared which includes information showing the overall fiscal impact the City will likely incur if the jail reuse option is pursued and ultimately implemented. • Consultant Recommendations: The consultant team will develop a summary outline of the pros and cons and advantages /disadvantages identified in the course of the study for each of the jail reuse options. Analysis of this information and related fiscal impact data will be used to form the recommendations the consultant team is prepared to present to the City Council. Task S. Prepare jail reuse options final report. After the draft Jail Reuse Planning and Feasibility Study has been reviewed and approved by the City's administrative staff, copies of the report will be prepared and presented to the City Council. EXHIBIT B �� � DATE "UUDIYYYY) A ORCy CERTIFICATE OF LIABILITY INSURANCE s13o/2017 ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. IMPORTANT: If the certificate IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on If SUBROGATION this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). CONTACT Rebecca Foster NAME: PRODUCER Edgewood Partners Insurance Center PHONE .916 576-1524 F'� .916 583-7613 License#OB29370 M=Rebecca.Foster@epicbrokers.com PO Box 13847 NAIC p Sacramento CA 95853 INSURER 5 AFFORDING COVERAGE INSURERA:Zurich American Insurance Co 16535 VANICONS INSURERB:Travelers Prop Casualty Co of America 25674 INSURED Vanir Construction Management, Inc. INSURERC:Lloyds of London 85202 INSURERD:LIbe Ins Underwriters, Inc. 4540 Duckhorn Drive, Suite 300 INSURER E: Sacramento CA 95834 INSURER F : D c,11..Isl K11 11111=0 - COVERAGES CERTIFICATE NUMBEK: IODVLOVrG ••--•--•-•--•------- BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. POLICY EFF POLICY EXP LIMITS INSR LTR TY PE OF INSURANCE INSO MD POLICY NUMBER MMIDDIYYYY MMIDD/YYYY A COMMERCIAL GENERAL LIABILITY GLO102078401 7/1/2017 7/1/2018 EACH OCCURRENCE $1,000,000 X DA AGE RENT D S1,000,000 PREMISES Eaoccunenw CLAIMS -MADE ❑X OCCUR MEDEXP(Anyone erson) $10,000 PERSONAL B ADV INJURY 37,000,000 GENERAL AGGREGATE $2,000,000 GENL AGGREGATE LIMIT APPLIES PER: PRODUCTS. 52,000,000 PR0. El LOC - POLICY ECT 5 OTHER: B AUTOMOBILE LIABILITY BA9332B63A 7/1/2017 7/1/2018 Ea accident $1,000,000 BODILY INJURY (Per person) S X ANY AUTO OWNED SCHEDULED BODILY INJURY accident) S AUTOS ONLY AUTOS PROPERTY DAMAGE S HIRED NON -OWNED Per accident AUTOS ONLY AUTOS ONLY S D UMBRELLA UAB X 100018366102 7/1/2017 7/1/2018 EACH OCCURRENCE $5,000,000 AGGREGATE $5,000,000 OCCUR X EXCESS LIAB CLAIMS -MADE 5 A DED RETENTIONS WORKERS COMPENSATION WC102078301 7/1/2017 7/1/2018 X STAH STATUTE ER E.L. EACH ACCIDENT 51,000,000 AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOF/PARTNER/EXECUDVE OFFICER/MEMBER EXCLUDED'! ❑ NIA E.L. DISEASE - EA EMPLOYE $1,000,000 (Mandatory In NH) If DMIResrnbe OFF DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $1,000,000 C Professional Liabili �' BN3017501 7/1/2017 7/1/2018 Each Claim 83,000,000 Aggregate 83,000,000 Claims Made Deductible 8100,000 DESCRIPTION OF OPERATIONS I LOCATIONS /VEHICLES (ACORD 101, Additional Re marks Schedule, may be attached if mom space is required) Re: RFQ No. 16-143 Re -Use Plan and Feasibility Study for the Santa Ana Jail (R100037). Additional Insured: The City of Santa Ana, its employees, agents, volunteers and representatives. When required by written contract, additional insured status with primary officers, coverage applies to General Liability and Automobile Liability and waiver of subrogation applies to General Liability, Automobile Liability and Workers' Compensation, all per the attached endorsements. City of Santa Ana City Clerk of the City Council 20 Civic Center Plaza (M-30) PO Box 1988 Santa Ana CA 92702-1988 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 ©1 ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD All rights a Additional Insured —Automatic — Owners, Lessees Or ZURiCW Contractors Policy No. Eft. Date of Pol. Exp. Date of Pol. Eft. Date of End. Producer No. AWL Prem Return Prem. GL0102 ko1 7/1/2017 7/1/2018 7/1/2017 THIS ENDORSEMENT CHANCES THE POLICY, PLEASE READ IT CAREFULLY. Named ineured: vanir Construction Management, Inc. Address (Including ZIP Code): This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part A. Section 11— Who Is An Insured is amended to Include as an additional insured any person or organization whom you are required to add as an additional insured on this policy under a written contract or written agreement. Such person or organization is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf, In the performance of your ongoing operations or "your work" as Included in the "products -completed operations hazard", which is the subject of the written contract or written agreement. However, the Insurance afforded to such additional Insured: 1. Only applies to the extent permitted by law; and 2. Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured. B. 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 failure to render, any professional architectural, engineering or surveying services Including: a. The preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and speciffcatioris; or b. Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that Insured, if the "occurrence° which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional architectural, engineering or surveying services, U -GLA 175-F CW (04113) Page 1 of 2 Includes copyrighted material of Insurance Services Office, Inc., with Its permission. C. The following is added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV — Commercial General Liability Conditions: The additional Insured must see to it that: 1. We are notified as soon as practicable of an "occurrence" or offense that may result in a claim; 2. We receive written notice of a claim or "suit' as soon as practicable; and 3. A request for defense and indemnity of the claim or "suit" will promptly be brought against any policy issued by another insurer under which the additional insured may be an insured in any capacity. This provision does not apply to insurance on which the additional Insured is a Named Insured if the written contract or written agreement requires that this coverage be primary and non-contributory. D. For the purposes of the coverage provided by this endorsement: 1. The following is added to the Other Insurance Condition of Section IV — Commercial General Liability Condiflons: Primary and Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional. Insured provided that: a. The additional insured is a Named Insured under such other insurance; and b. You are required by written contract or written agreement that this insurance be primary and not seek contribution from any other insurance available to the additional insured. 2. The fallowing paragraph is added to Paragraph 4.b. of the Other Insurance Condition of Section IV— Commercial General Liability Conditions: This insurance is excess over: Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing coverage for the same 'occurrence", offense, claim or "suit'. This provision does not apply to any policy In which the additional Insured is a Named Insured on such other policy and where our policy is required by a written contract or written agreement to provide coverage to the additional Insured on a primary and non- contributory basis, E. This endorsement does not apply to an additional Insured which has been added to this policy by an endorsement showing the additional Insured In a Schedule of additional Insureds, and which endorsement applies specifically to that Identified additional insured. F. With respect to the insurance afforded to the additional insureds under this endorsement, the following is added to Section 111— Limits Of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the written contract or written agreement referenced in Paragraph A. of this endorsement; or 2. Available under the applicable Limits of Insurance shown in the Declarations, whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. All other terms and conditions of this policy remain unchanged. U -GL -1175-F CW (04/13) Page 2 of 2 Includes copyrighted material of Insurance Services Office, Inc., with Its permission. Other Insurance Amendment — Primary And Non - Contributory ZURICH® Policy No. Eff. Dat® of Pol, Exp. Dale of Pal. Eft Data of End, Producer No. Addy. Pram Return Prem. (31 .01102071111401 9/1/2097 1 7/112018 711!2017 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Named Insured: Vanir Construction Management, Inc. Address (including ZIP Code): This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part 1. The following paragraph Is added to the Other Insurance Condition of Section IV — Commercial General Liability Conditions: This Insurance Is primary Insurance to and will not seek contribution from any other Insurance available to an additional Insured under this policy provided that: a. The additional Insured Is a Named Insured under such other Insurance; and b. You are required by a written contract or written agreement that this Insurance would be primary and would not seek contribution from any other insurance available to the additional Insured. 2. The following paragraph is added to Paragraph 4.b. of the Other Insurance Condition of Section IV — Commercial General Liability Conditions: This Insurance is excess over: Any of the other Insurance, whether primary, excess, contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing coverage for the same "occurrence", offense, claim or "suit". This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by written contract or written agreement to provide coverage to the additional insured on a primary and non-contributory basis. All other terms and conditions of this policy remain unchanged. U -GL -1327.9 CW (04113) Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission. General Liability Supplemental Coverage Endorsement m ZURICH Policy No. Eft. Date of Pol, I Exp. Data of Pol.E1f. Data of End. Producor No. Add% Prem Return Prom. OL0102078401 71112017 71112018 171112017 I THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part The following changes apply to this Coverage Part. However, endorsements attached to this Coverage Part will supersede any provisions to the contrary in this General Liability Supplemental Coverage Endorsement. A. Broadened Named Insured 1. The following is added to Section II — Who Is An insured: Any organization of yours, other than a partnership or joint venture, which is not shown In the Declarations, and over which you maintain an ownership Interest of more than 50% of such organization as of the effective date of this Coverage Part, will qualify as a Named Insured. However, such organization will not qualify as a Named Insured under this provision if It; a. Is newly acquired or formed during the policy period; b. Is also an insured under another policy, other than a policy written to apply specifically in excess of this Coverage Part; or c. Would be an Insured under another policy but for its termination or the exhaustion of its limits of insurance. Each such organization remains qualified as a Named Insured only while you maintain an ownership interest of more than 50% in the organization during the policy period. 2. The last paragraph of Section 11—Who Is An Insured does not apply to this provision to the extent that such paragraph would conflict with this provision. B. Newly Acquired or Formed Organizations as Named Insureds 1. Paragraph 3. of Section 11— Who Is An Insured is replaced by the following: 3. Any organization you newly acquire or form during the policy period, other than a partnership or joint venture, and over which you maintain an ownership Interest of more than 50% of such organization, 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 150th day after you acquire or form the organization or the end of the policy period, whichever Is earlier; b. Coverage A does not apply to "bodily Injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. An additional premium will apply in accordance with our rules and rates in effect on the date you acquired or formed the organization. U -GL -1345-8 CW (04113) Page 1 of 12 Includes copyrighted materiel of Insurance Services office, Inc., with Its permission. (iv) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I — Coverage A — Bodily Injury And Property Damage Liability; or (v) That Is property Insurance (Including any deductible or self Insurance portion thereof) purchased by you to cover damage to: Equipment you borrow from others; or Property loaned to you or personal property in the care, custody or control of the insured arising out of the use of an elevator at premises you own, rent or occupy. (b) Any other primary insurance (including any deductible or self insurance portion thereof) available to the insured covering liability for damages arising out of the premises, operations, products, work or services for which the Insured has been granted additional Insured status either by policy provision or attachment of any endorsement. Other primary insurance Includes any type of self insurance or other mechanism by which an Insured arranges for funding of its legal liabilities. (c) Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing coverage for the same "occurrence", claim or "suit". This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by written contract or written agreement to provide coverage to the additional Insured on a primary and non-contributory basis. W. Unintentional Failure to Disclose All Hazards Paragraph 6. Representations of Section IV — Commercial General Liability Conditions Is replaced by the following: 0. Representations By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete; b. Those statements are based upon representations you made to us; and c. We have issued this policy In reliance upon your representations. Coverage will continue to apply if you unintentionally: a. Fail to disclose all hazards existing at the Inception of this policy; or b. Make an error, omission or improper description of premises or other statement of information stated in this policy. You must notify us as soon as possible after the discovery of any hazards or any other information that was not provided to us prior to inception of this Coverage Part. X. Waiver of Right of Subrogation Paragraph S. Transfer Of Rights Of Recovery Against Others To Us of Section IV — Commercial General Liability Conditions Is replaced by the following: 6. Transfer Of Rights Of Recovery Against Others To Us a. If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. b. If the insured waives its right to recover payments for injury or damage from another person or organization in a written contract executed prior to a loss, we waive any right of recovery we may have against such person or organization because of any payment we have made under this Coverage Part. The written contract will be considered executed when the insured's performance begins, or when it is signed, whichever happens first. This waiver of rights shall not be construed to be a waiver with respect to any other operations in which the insured has no contractual interest. U -GL -1345•B CW (04113) Pago 11 of 12 Includes copyrighted material of Insurance SWANS Orrice, Inc., with Its permlealon. PoliCy # BA9332B63A COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY, BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modi- fied by the endorsement. GENERAL DESCRIPTION OF COVERAGE —This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and Is not covered, A. BROAD FORM NAMED INSURED B. BLANKET ADDITIONAL INSURED C. EMPLOYEE HIRED AUTO D. EMPLOYEES AS INSURED E. SUPPLEMENTARY PAYMENTS - INCREASED LIMITS F. HIRED AUTO - LIMITED WORLDWIDE COVERAGE - INDEMNITY BASIS G. WAIVER OF DEDUCTIBLE - GLASS PROVISIONS A. BROAD FORM NAMED INSURED The following Is added to Paragraph A.1., Who Is An Insured, of SECTION II - LIABILITY COW ERAGE: Any organization you newly acquire or form dur- ing the policy period over which you maintain 50% or more ownership Interest and that Is not separately Insured for Business Auto Coverage. Coverage under this provision is afforded only un- til the 180th day after you acquire or form the or- ganization or the and of the policy period, which- ever is earlier. B. BLANKET ADDITIONAL INSURED The following Is added to Paragraph c. in A.1., Who Is An Insured, of SECTION II - LIABILITY COVERAGE: Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and H. HIRED AUTO PHYSICAL DAMAGE - LOSS OF USE -INCREASED LIMIT I. PHYSICAL DAMAGE - TRANSPORTATION EXPENSES - INCREASED LIMIT J. PERSONAL EFFECTS K. AIRBAGS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS M. BLANKET WAIVER OF SUBROGATION N. UNINTENTIONAL ERRORS OR OMISSIONS executed by you before the 'bodily injury" or "property damage" occurs and that is in effect during the policy period, to be named as an addi- tional insured Is an 'insured" for Liability Cover- age, but only for damages to which this Insurance applies and only to the extent that person or or. ganization qualifies as an "insured" under the Who Is An Insured provision contained in Section II. C. EMPLOYEE HIRED AUTO The following is added to Paragraph A.1., Who Is An Insured, of SECTION 11 - LI- ABILITY COVERAGE: An "employee" of yours is an 'Insured" while operating an "auto' hired or rented under a contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your busi- ness. CA T3 53 03 10 02010 The Travelers Indemnity Company, Pago 1 of 4 Includes copyrighted material of Insurance Services ©fgce, Inc, with Its permission. COMMERCIAL AUTO 2. The following replaces Paragraph b. In B.5., Other Insurance, of SECTION IV — BUSI- NESS AUTO CONDITIONS: b. For Hired Auto Physical Damage Cover- age, the following are deemed to be cov- ered "autos" you own: (1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered "auto" hired or rented by your "employee" under a contract in that individual "employee's" name, with your permission, while perform- ing duties related to the conduct of your business. However, any "auto" that Is Issued, hired, rented or borrowed with a driver Is not a covered "auto'. D. EMPLOYEES AS INSURED The following Is added to Paragraph A.1., Who is An Insured, of SECTION II — LIABILITY COV- ERAGE: Any "employee" of yours is an "Insured" while us - Ing a covered "auto" you don't own, hire or borrow In your business or your personal affairs. E. SUPPLEMENTARY PAYMENTS —INCREASED LIMITS 1. The following replaces Paragraph A.2.a.(2), of SECTION 11— LIABILITY COVERAGE: (2) Up to $3,000 for cost of bail bonds (in- cluding bonds for related traffic law viola - Ilona) required because of an "accident" we cover. We do not have to furnish these bonds. 2. The following replaces Paragraph A.2.a.(4), of SECTION II — LIABILITY COVERAGE: (4) All reasonable expenses Incurred by the "insured" at our request, including actual loss of earnings up to $500 a day be- cause of time off from work. F. HIRED AUTO — LIMITED WORLDWIDE COV- ERAGE —INDEMNITY BASIS The following replaces Subparagraph (5) in Para- graph B.7., Policy Period, Coverage Territory, of SECTION IV — BUSINESS AUTO CONDI- TIONS: (5) Anywhere in the world, except any country or jurisdiction while any trade sanction, em- bargo, or similar regulation imposed by the United States of America applies to and pro- hibits the transaction of business with or within such country or jurisdiction, for Liability Coverage for any covered "auto" that you lease, hire, rent or borrow without a driver for a period of 30 days or less and that is not an "auto" you lease, hire, rent 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 house- holds. (a) With respect to any claim made or "suit" brought outside the United States of America, the territories and possessions of the United States of America, Puerto Rico and Canada: (1) You must arrange to defend the "in- sured" against, and investigate or set- tlo any such claim or "suit" and keep us advised of all proceedings and ac- tions. (11) Neither you nor any other involved "Insured" will make any settlement without our consent. (111) We may, at our discretion, participate in defending the "insured" against, or in the settlement of, any claim or "Suit". (iv) We will reimburse the "insured" for sums that the "insured" legally must pay as damages because of "bodily injury" or "property damage" to which this insurance applies, that the "in- sured" pays with our consent, but only up to the limit described in Para- graph C., Limit Of Insurance, of SEC- TION II —LIABILITY COVERAGE, (v) We will reimburse the "Insured" for the reasonable expenses Incurred with our consent for your Investiga- tion of such claims and your defense of the "insured" against any such "suit", but only up to and included within the limit described In Para- graph C., Limit Of Insurance, of SECTION II — LIABILITY COVER- AGE, and not in addition to such limit. Our duty to make such payments ends when we have used up the ap- plicable limit of insurance in pay- ments for damages, settlements or defense expenses. (b) This Insurance is excess over any valid and collectible other insurance available Page 2 of 4 aP 2010 The Travelers Indemnity company, CA T3 53 03 10 Includes copyrighted material of Insurance Services Office, Inc, with its permission. to the "insured" whether primary, excess contingent or on any other basis. (c) This insurance is not a substitute for re- quired or compulsory insurance in any country outside the United States, its ter- ritories and possessions, Puerto Rico and Canada. You agree to maintain all required or compulsory insurance in any such coun- try up to the minimum limits required by local law. Your failure to comply with compulsory Insurance requirements will not invalidate the coverage afforded by this policy, but we will only be liable to the some extent we would have been liable had you complied with the compulsory In- surance requirements. (d) It is understood that we are not an admit- ted or authorized insurer outside the United States of America, its territories and possessions, Puerto Rico and Can- ada. We assume no responsibility for the furnishing of certificates of Insurance, or for compliance in any way with the laws of other countries relating to insurance. G. WAIVER OF DEDUCTIBLE — GLASS The following is added to Paragraph D., Deducti- ble, of SECTION III — PHYSICAL DAMAGE COVERAGE: No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF USE — INCREASED LIMIT The following replaces the last sentence of Para- graph AA.b., Loss Of Use Expenses, of SEC- TION III — PHYSICAL DAMAGE COVERAGE: However, the most we will pay for any expenses for loss of use Is $135 per day, to a maximum of $750 for any one "accident". I. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES—INCREASED LIMIT The following replaces the first sentence In Para- graph A.4.a., Transportation Expenses, of SECTION III — PHYSICAL DAMAGE COVER- AGE: We will pay up to $50 per day to a maximum of $1,500 for temporary transportatlon expense in- curred by you because of the total theft of a cov- ered "auto" of the private passenger type. COMMERCIAL AUTO J. PERSONAL EFFECTS The following is added to Paragraph AA., Cover- age Extensions, of SECTION III — PHYSICAL DAMAGE COVERAGE; Personal Effects We will pay up to $400 for "loss" to wearing ap- parel and other personal effects which are: (1) Owned by an "insured": and (2) In or on your covered "auto". This coverage applies only in the event of a total theft of your covered "sutd'. No deductibles apply to this Personal Effects coverage, K. AIRBAGS The following Is added to Paragraph B.3., Exclu- sions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does not apply to "loss" to one or more airbags in a covered "auto" you own that in- flate due to a cause other than a cause of "loss" set forth in Paragraphs A.1.b. and A.1.c., but only: a. If that "auto" is a covered "auto" for Compre- hensive Coverage under this policy; b. The airbags are not covered under any war- ranty; and c. The alrbags were not Intentionally Inflated, We will pay up to a maximum of $1,000 for any one "loss", L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS The following is added to Paragraph A.2 -a., of SECTION IV — BUSINESS AUTO CONDITIONS: Your duty to give us or our authorized representa- tive prompt notice of the "accident" or "loss" ap- plies only when the "accident" or "loss" is known to: (a) You (if you are an Individual); (b) A partner (if you are a partnership); (c) A member (if you are a limited liability com- pany); (d) An executive officer, director or insurance manager (If you are a corporation or other or- ganizatlon); or (o) Any "employee" authorized by you to give no- tice of the "accident" or "loss CA T3 53 03 10 ® 2010 The Travelers Indemnity Company. Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL AUTO M. BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A.5., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — BUSINESS AUTO CONDI- TIONS: 5. Transfer Of Rights Of Recovery Against Others To Us We walve any right of recovery we may have against any person or organization to the ex- tent required of you by a written contract signed and executed prior to any "accident" or "lose", provided that the "accident" or "loss" arises out of operations contemplated by such contract. The waiver applies only to the person or organization designated in such contract. N. UNINTENTIONAL ERRORS OR OMISSIONS The following is added to Paragraph 8.2., Con- cealment, Misrepresentation, Or Fraud, of SECTION IV — BUSINESS AUTO CONDITIONS: The unintentional omission of, or . unintentional error In, any Information given by you shall not prejudice your rights under this Insurance. How- ever thla provision does not affect our right to col- lect additional premium or exercise our right of cancellation or non -renewal. Page 4 of 4 ® 2010 The Travelers Indemnity Company. CA T3 53 0310 Includes copyrighted material of Insurance Services Office, Inc. with its permission. b. Return the stolen property, at our ex- pense. We will pay for any damage that results to the "auto" from the theft; or c. Take all or any part of the damaged or stolen property at an agreed or appraised value. If we pay for the "loss", our payment will In. clude the applicable sales tax for the dam- aged or stolen property. S. Transfer Of Rights Of Recovery Against Others To Us If any person or organization to or for whom we make payment under this coverage form has rights to recover damages from another, those rights are transferred to us. That person or organization must do everything necessary to secure our rights and must do nothing after "accident" or "loss" to impair them - B. General Conditions 1. Bankruptcy Bankruptcy or insolvency of the "Insured" or the "insured's" estate will not relieve us of any obligations under this coverage form, 2. Concealment, Misrepresentation Or Fraud This coverage form Is void in any case of fraud by you at any time as it relates to this coverage form. It is also void if you or any other "insured", at any time, intentionally con- ceal or misrepresent a material fact concern- ing: a. This coverage form; b. The covered "auto"; c. Your interest in the covered "auto"; or d. A claim under this coverage form. 3. Liberalization If we revise this coverage form to provide more coverage without additional premium charge, your policy will automatically provide the additional coverage as of the day the re- vision is effective In your state, 9. No Benefit To Belles — Physical Damage Coverages We will not recognize any assignment or grant any coverage for the benefit of any per- son or organization holding, storing or trans- porting property for a fee regardless of any other prevision of this coverage form. COMMERCIAL AUTO S. Other Insurance a. For any covered "auto" you own, this coverage form provides primary Insur- ance. For any covered "auto" you don't own, the Insurance provided by this cov- erage form is excess over any other col- lectible Insurance. However, while a cov- ered "auto" which is a "trailer" is oon. nected to another vehicle, the Liability Coverage this coverage form provides for the "trailer" is: (1) Excess while it is connected to a mo- tor vehicle you do not own. (2) Primary while it is connected to a covered "auto" you own. b. For Hired Auto Physical Damage Cover- age, any covered "auto" you lease, hire, rent or borrow is deemed to be a covered "auto" you own. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". c. Regardless of the provisions of Para- graph a. above, this coverage form's Li- ability Coverage is primary for any liability assumed under an "insured contract". d. When this coverage form and any other coverage form or policy covers on the same basis, either excess or primary, we will pay only our share. Our share is the proportion that the Limit of Insurance of our coverage form bears to the total of the limits of all the coverage forms and policies covering on the same basis. 6. Premium Audit a. The estimated premium for this coverage form is based on the exposures you told us you would have when this policy be- gan. We will compute the final premium due when we determine your actual ex- posures. The estimated total premium will be credited against the final premium due and the first Named Insured will be billed for the balance, If any. The due date for the final premium or retrospective pre- mium Is the date shown as the due date on the bill. If the estimated total premium exceeds the final premium due, the first Named Insured will get a refund - b. If this policy is issued for more than one year, the premium for this coverage form will be computed annually based on our rates or premiums in effect at the begin- ning of each year of the policy. CA 00 0103 10 (Rev. 02-11) ©Insurance Services Office, Inc., 2009 Page 9 of 12 WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA This endorsement changes the policy to which It Is attached effective on the Incoptlon date of the policy unless a different date Is Indicated below. (Tho following'ottaching clause' need be completed only when this endorsement Is Issued subsequent to prapamtion of the policy.) This endorsement, effective on Policy No. WC 102078301 of the issued to Vanir Construction management, Inc Premium (if any) $ at 12:01 A.M. standard time, forms a part of Endorsement No. 1 Zurich Insurance Company Authorized Representative 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 mium otherwise due on such remuneration. Schedule Person or Organization % of the California workers' compensation pre - Job Description Any person or organization for whom you are required by written contract or agreement to obtain this waiver of rights from us WC 252 (4-64) Page 1 of 1 WC 04 03 06 (Ed. 4-64)