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NORTHERN DIGITAL, INC.
INSURANCE NOT ON FILE WORK MAY NOT PROCEED CITY CLERK DATE: DEC 1 1 Z8Z3 0% PWAC2�) A-2023-162-02 CONSULTANT AGREEMENT BETWEEN THE CITY OF SANTA ANA AND NORTHERN DIGITAL, INC. TO PROVIDE ON -CALL ENGINEERING SERVICES THIS AGREEMENT is made and entered into on this 19th day of September, 2023 by and between Northern Digital, 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 February 14, 2023 the City issued Request for Proposal ("RFP") No. 23-026 by which it desired to retain a consultant having special skill and knowledge in the field of: engineering services to prepare functional specifications and to provide SCADA source control and change control services on an on -call basis 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 such services described in the scope of work that was included in the RFP No. 23-026. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform the services that were described in the scope of work included in the RFP No. 23-026, during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in "Scope of Services - Exhibit A", attached hereto and incorporated by reference, and as further described in Consultant's Proposal, attached hereto an incorporated herein by this reference as "Consultant's Proposal - Exhibit B". 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Consultant's Fee Proposal, which is attached hereto and fully incorporated herein by this reference as "Compensation - Exhibit C". Consultant is one of three (3) separate consultants selected to provide services on an on -call basis under RFP 23-026. The total compensation for services provided by all consultants selected under RFP 23-026 shall not exceed the shared aggregate amount of $1,250,000.00 during the term of this Agreement, including any extension periods, as set forth in Section 3, below. Page 1 of 10 b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. c. Notwithstanding any contrary terms contained within Consultant's Fee Proposal, Consultant's fees shall not increase by more than 3% annually over the term of this Agreement, including any extension periods, unless directly affected by Prevailing Wage laws, if applicable. 3. TERM This Agreement shall commence on September 19, 2023 and end on September 18, 2026, with the option for the City to grant up to one (1), two-year extension, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 16, below. 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property Page 2 of 10 embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data'). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 7. INSURANCE Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Consultant, its agents, representatives, employees or subcontractors. a. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City that it has secured all insurance required under this Section. In addition, Consultant shall not allow any subconsultant to commence work on any subcontract until it has secured all insurance required under this Section. b. Insurance coverage shall be at least as broad as: (i) Commercial General Liability (CGL)t Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000.00 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. (ii) Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non -owned), with limit no less than $1,000,000.00 per accident for bodily injury and property damage. (iii) Workers' Compensation insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000.00 per accident for bodily injury or disease. Page 3 of 10 (iv) Professional Liability (Errors and Omissions) Insurance appropriates to the Consultant's profession, with limit no less than $1,000,000.00 per occurrence or claim, $2,000,000.00 aggregate. (v) If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. c. Other Insurance Provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions: (i) Additional Insured Status. The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant's insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used). (ii) Primary Coverage. For any claims related to this contract, the Consultant's insurance coverage shall be primary insurance primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self- insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. (iii)Notice of Cancellation. Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the City. (iv) Waiver of Subrogation. Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. (v) Self -Insured Retentions. Self -insured retentions must be declared to and approved by the City. The City may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be Page 4 of 10 endorsed to provide, that the self -insured retention may be satisfied by either the named insured or City. (vi)Acceptability of Insurers. Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. (vii) Claims Made Policies. If any of the required policies provide coverage on a claims -made basis: • The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. • Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. • If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of contract work. (viii) Verification of Coverage. Consultant shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. (ix)Subcontractors. Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from subcontractors. (x) Special Risks or Circumstances. City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 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 Page 5 of 10 injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise 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 costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 10. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 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 information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all Page 6 of 10 nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Page 7 of 10 Agreement performed by City personnel or by other consultant and/or contractors retained by City. 16. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 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 hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 20. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by Page 8 of 10 first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Jennifer L. Hall City Clerk City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Nabil Saba Executive Director, Public Works Agency City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, California 92702 Fax: To Consultant: Joseph Marcus Manager, Business Development Northern Digital, Inc. 4701 Corporate Court Bakersfield, CA 93311 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 21. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority Page 9 of 10 or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: NATHAN T. MARTINE Assistant City Attorney RECOMMENDED FOR APPROVAL: NABIL SABA Executive Director Public Works Agency CITY OF SANTA ANA Tom Hatch Interim City Manager CONSULTANT: 5;; � - JOSEPH MARCUS Manager, Business Development Page 10 of 10 NORTDIG04CCRUSSELL DATE (MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 10/30/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). CONTACT License # 0D44424 Cindy Russell, CIC, CISR, CRM PRODUCER NAME: PHONEFAX INSURICA (661) 316-5172(661) 281-4992 (A/C, No, Ext):(A/C, No): 8500 Stockdale Highway, Suite 200 E-MAIL Cindy.Russell@INSURICA.com Bakersfield, CA 93311 ADDRESS: INSURER(S) AFFORDING COVERAGENAIC # Crum & Forster Specialty Insurance Company 44520 INSURER A : INSURED Ohio Security Insurance Company24082 INSURER B : State Compensation Insurance Fund (California) 35076 INSURER C : Northern Digital, Inc. 4701 Corporate Court INSURER D : Bakersfield, CA 93311 INSURER E : INSURER F : COVERAGESCERTIFICATE 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. INSRADDLSUBRPOLICY EFFPOLICY EXP TYPE OF INSURANCEPOLICY NUMBERLIMITS LTRINSDWVD(MM/DD/YYYY)(MM/DD/YYYY) 1,000,000 A COMMERCIAL GENERAL LIABILITY X EACH OCCURRENCE$ DAMAGE TO RENTED 50,000 CLAIMS-MADEOCCUR X EPK14931210/31/202410/31/2025 $ PREMISES (Ea occurrence) XX 5,000 MED EXP (Any one person)$ 1,000,000 PERSONAL & ADV INJURY$ 4,000,000 GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE$ PRO- 4,000,000 POLICYLOC PRODUCTS - COMP/OP AGG$ JECT OTHER:$ COMBINED SINGLE LIMIT 1,000,000 B AUTOMOBILE LIABILITY $ (Ea accident) X ANY AUTO BAS6663897010/31/202410/31/2025 BODILY INJURY (Per person)$ X OWNEDSCHEDULED AUTOS ONLYAUTOSBODILY INJURY (Per accident)$ PROPERTY DAMAGE HIREDNON-OWNED XX (Per accident)$ AUTOS ONLYAUTOS ONLY $ 2,000,000 A X UMBRELLA LIABOCCUR EACH OCCURRENCE$ EFX12626510/31/202410/31/2025 2,000,000 EXCESS LIABCLAIMS-MADE XXX AGGREGATE$ DEDRETENTION$ $ PEROTH- WORKERS COMPENSATION C X STATUTEER AND EMPLOYERS' LIABILITY Y / N 93270182410/31/202410/31/2025 1,000,000 X ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT$ N / A OFFICER/MEMBER EXCLUDED? 1,000,000 (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE$ If yes, describe under 1,000,000 DESCRIPTION OF OPERATIONS belowE.L. DISEASE - POLICY LIMIT$ ProfessionalEPK14931210/31/202410/31/2025 Each Prof Liab Cond1,000,000 A X DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The City, its officers, officials, employees, and volunteers are an additional insured with respects to General Liability and Excess Liability coverage if required or agreed to in a written contract subject to policy provisions and limitations, endorsements attached. General Liability coverage is primary and non-contributory if required or agreed to in a written contract subject policy provisions and limitations, endorsement attached. Waiver of Subrogation applies with respects to General Liability, Auto Liability, Workers Compensation, Excess Liability and Professional Liability if required or agreed to in a written contract subject to policy provisions and limitations, endorsements attached. 30 Day Notice of Cancellation to holder applies SEE ATTACHED ACORD 101 CERTIFICATE HOLDERCANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Santa Ana ACCORDANCE WITH THE POLICY PROVISIONS. 20 Civic Center Plaxa (M-30) P>O> Boc 1988 AUTHORIZED REPRESENTATIVE Santa Ana, CA 92702-1988 ACORD 25 (2016/03)© 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CzDzouijbNpsbbu22;22bn-Opw16-3135 NORTDIG04CCRUSSELL AGENCY CUSTOMER ID: 1 LOC #: Page of 11 ADDITIONAL REMARKS SCHEDULE License # 0D44424 AGENCYNAMED INSURED Northern Digital, Inc. INSURICA 4701 Corporate Court Bakersfield, CA 93311 POLICY NUMBER Kern SEE PAGE 1 CARRIERNAIC CODE SEE PAGE 1SEE P 1 EFFECTIVE DATE: SEE PAGE 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, ACORD 25Certificate of Liability Insurance FORM NUMBER:FORM TITLE: Description of Operations/Locations/Vehicles: Excess Liability is following form over General Liability, Auto Liability, Employers Liability and Professional Liability subject to policy provisions and limitations General Liability Deductible, $5000 per occurrence Professional Liability Deductible $5000 each claim Professional Liability retro date: 10/31/2001 CzDzouijbNpsbbu22;22bn-Opw16-3135 ACORD 101 (2008/01)© 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD NORTDIG04CCRUSSELL DATE (MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 10/30/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). CONTACT License # 0D44424 Cindy Russell, CIC, CISR, CRM PRODUCER NAME: PHONEFAX INSURICA (661) 316-5172(661) 281-4992 (A/C, No, Ext):(A/C, No): 8500 Stockdale Highway, Suite 200 E-MAIL Cindy.Russell@INSURICA.com Bakersfield, CA 93311 ADDRESS: INSURER(S) AFFORDING COVERAGENAIC # Admiral Insurance Company24856 INSURER A : INSURED INSURER B : INSURER C : Northern Digital, Inc. 4701 Corporate Court INSURER D : Bakersfield, CA 93311 INSURER E : INSURER F : COVERAGESCERTIFICATE 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. INSRADDLSUBRPOLICY EFFPOLICY EXP TYPE OF INSURANCEPOLICY NUMBERLIMITS LTRINSDWVD(MM/DD/YYYY)(MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE$ DAMAGE TO RENTED CLAIMS-MADEOCCUR $ PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY$ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE$ PRO- POLICYLOC PRODUCTS - COMP/OP AGG$ JECT OTHER:$ COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY $ (Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNEDSCHEDULED AUTOS ONLYAUTOSBODILY INJURY (Per accident)$ PROPERTY DAMAGE HIREDNON-OWNED (Per accident)$ AUTOS ONLYAUTOS ONLY $ 2,000,000 A X UMBRELLA LIABOCCUR EACH OCCURRENCE$ TBD10/31/202410/31/2025 2,000,000 EXCESS LIABCLAIMS-MADE XX AGGREGATE$ DEDRETENTION$ $ PEROTH- WORKERS COMPENSATION STATUTEER AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT$ N / A OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE$ If yes, describe under DESCRIPTION OF OPERATIONS belowE.L. DISEASE - POLICY LIMIT$ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Excess Liability (2nd Layer) is following form over Excess (1st Layer) policy number: EFX126265 and Primary GL/PROF/POLL, Auto and Employers Liability coverage subject to policy provisions and limitations CERTIFICATE HOLDERCANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Santa Ana ACCORDANCE WITH THE POLICY PROVISIONS. 20 Civic Center Plaxa (M-30) P>O> Boc 1988 AUTHORIZED REPRESENTATIVE Santa Ana, CA 92702-1988 ACORD 25 (2016/03)© 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CzDzouijbNpsbbu22;22bn-Opw16-3135 Policy Number: CzDzouijbNpsbbu22;22bn-Opw16-3135 CzDzouijbNpsbbu22;22bn-Opw16-3135 CzDzouijbNpsbbu22;22bn-Opw16-3135 Policy Number: BAS66638970 CzDzouijbNpsbbu22;22bn-Opw16-3135 CzDzouijbNpsbbu22;22bn-Opw16-3135 CzDzouijbNpsbbu22;22bn-Opw16-3135 CzDzouijbNpsbbu22;22bn-Opw16-3135 CzDzouijbNpsbbu22;22bn-Opw16-3135 CzDzouijbNpsbbu22;22bn-Opw16-3135 CzDzouijbNpsbbu22;22bn-Opw16-3135 NORTDIG04C CRUSSELL ,d►coRo CERTIFICATE OF LIABILITY INSURANCE F DATE(MM/DD/YYYY) 11/4/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License#OD44424 CONTACT Cindy Russell,CIC,CISR,CRM NAME: INSU RICA PHONE FAX 8500 Stockdale Highway,Suite 200 (A/C,No,Ext):(661)316-5172 (A/C,No):(661)281-4992 Bakersfield,CA 93311 E-MAIL-ADDRESS:Cindy.Russell@INSURICA.com INSURERS AFFORDING COVERAGE NAIC# INSURER A:CrUm&Forster Specialty Insurance Company 44520 INSURED INSURER B:General Insurance Company of America 24732 Northern Digital,Inc. INSURER C:State Compensation Insurance Fund(California) 35076 4701 Corporate Court INSURER D: Bakersfield,CA 93311 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD MM/DD/YYYY MM/DD/YYYY A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE Xrl OCCUR EPK162578 10/31/2025 10/31/2026 DAMAGE TO RENTED 50,000 X X PREMISES Ea occurrence $ MED EXP(Any oneperson) $ 5,000 PERSONAL&ADV INJURY $ 1,000,000 GENT AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 POLICY PRO ❑ LOC PRODUCTS-COMP/OPAGG $ 4,000,000 JECT OTHER: $ B AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 Ea accident $ X ANY AUTO X BAS66638970 10/31/2025 10/31/2026 BODILY INJURY Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ X HIRED X NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident $ A UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 2,000,000 X EXCESS LIAB CLAIMS-MADE X X EFX139310 10/31/2025 10/31/2026 AGGREGATE $ 2,000,000 DED RETENTION$ $ C WORKERS COMPENSATION X PER AND EMPLOYERS'LIABILITY STATUTE EERR 932701825 10/31/2025 10/31/2026 1,000,000 ANY PROPRIETOR/EXCLUDED? R/EXECUTIVE ❑ X E.L.EACH ACCIDENT $ OF EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Prof Liability X EPK162578 10/31/2025 10/31/2026 Each Prof Liab Cond 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) The City,its officers,officials,employees,and volunteers are an additional insured with respects to General Liability and Excess Liability coverage if required or agreed to in a written contract subject to policy provisions and limitations,endorsements attached. General Liability coverage is primary and non-contributory if required or agreed to in a written contract subject policy provisions and limitations, endorsement attached. Waiver of Subrogation applies with respects to General Liability,Auto Liability,Workers Compensation,Excess Liability and Professional Liability if required or agreed to in a written contract subject to policy provisions and limitations,endorsements attached. 30 Day Notice of Cancellation to holder applies SEE ATTACHED ACORD 101 APPROVED CERTIFICATE HOLDER CANCELLATION By Tu Tran Nguyen at 10:45 am,Nov 05,2025 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Santa Ana THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Y ACCORDANCE WITH THE POLICY PROVISIONS. 20 Civic Center Plaxa(M-30) P>O>Boc 1988 y Santa Ana,CA 92702-1988 AUTHORIZED REPRESENTATIVE TuTran Nguyen Nguyen Date: 002 08 00 5 ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: NORTDIG04C CRUSSELL LOC#: 1 ACORO ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY License#OD44424 NAMED INSURED INSURICA Northern Digital,Inc. 4701 Corporate Court POLICY NUMBER Bakersfield,CA 93311 SEE PAGE 1 Kern CARRIER NAIC CODE SEE PAGE 1 SEE P 1 EFFECTIVE DATE:SEE PAGE 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Description of Operations/Locations/Vehicles: Excess Liability is following form over General Liability, Auto Liability, Employers Liability and Professional Liability subject to policy provisions and limitations General Liability Deductible, $5000 per occurrence Professional Liability Deductible$5000 each claim Professional Liability retro date: 10/31/2001 ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD NORTDIG04C CRUSSELL ,d►coRo CERTIFICATE OF LIABILITY INSURANCE F DATE(MM/DD/YYYY) 11/4/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License#OD44424 CONTACT Cindy Russell,CIC,CISR,CRM INSU RICA PHONE FAX 8500 Stockdale Highway,Suite 200 (A/C,No,Ext):(661)316-5172 (A/C,No):(661)281-4992 Bakersfield,CA 93311 a DDRIESS:Cindy.Russell@INSURICA.com INSURERS AFFORDING COVERAGE NAIC# INSURER A:Admiral Insurance Company 24856 INSURED INSURER B: Northern Digital,Inc. INSURER 7 4701 Corporate Court INSURERD: Bakersfield,CA 93311 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD MM/DD/YYYY MM/DD/YYYY COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE ❑ OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $ MED EXP(Any oneperson) $ PERSONAL&ADV INJURY $ GENT AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICYEl PEA LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ ANY AUTO BODILY INJURY Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident) ccident $ A UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 2,000,000 X EXCESS LIAB CLAIMS-MADE X SPE42829676402 10/31/2025 10/31/2026 AGGREGATE $ 2,000,000 DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $ OF EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Excess Liability(2nd Layer)is following form over Excess(1st Layer)policy number: EFX139310 and Primary GL/PROF/POLL,Auto and Employers Liability coverage subject to policy provisions and limitations CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Santa Ana THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Y ACCORDANCE WITH THE POLICY PROVISIONS. 216 S.Center St Santa Ana,CA 92703 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Policy Number: EPK162578 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NON-CONTRIBUTORY ADDITIONAL INSURED WITH WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART CONTRACTORS POLLUTION LIABILITY COVERAGE PART ERRORS AND OMISSIONS LIABILITY COVERAGE PART THIRD PARTY POLLUTION LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s)or Organization(s) Blanket when specifically required in a written contract with the named insured. A. SECTION III — WHO IS AN INSURED within the Common Provisions is amended to include as an additional insured the person(s) or organization(s) indicated in the Schedule shown above, but solely with respect to "claims" caused in whole or in part, by "your work" for that person or organization performed by you, or by those acting on your behalf. This insurance shall be primary and non-contributory, but only in the event of a named insured's sole negligence. B. We waive any right of recovery we may have against the person(s) or organization(s) indicated in the Schedule shown above because of payments we make for"damages" arising out of"your work" performed under a designated project or contract with that person(s) or organization(s). C. This Endorsement does not reinstate or increase the Limits of Insurance applicable to any "claim" to which the coverage afforded by this Endorsement applies. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. EN0118-0211 Page 1 of 1 ENDORSEMENT AGREEMENT STATE WAIVER OF SUBROGATION BLANKET BASIS 9327018-25 FUND NEW NE HOME OFFICE 5-19-94-50 SAN FRANCISCO EFJUSTJT FIRINGBER 31 ,R2025 T 12 . 016 AT 12 .A.M. A.M. PAGE 1 OF 1 ALL EFFECTIVE DATES ARE AT 12:01 AM PACIFIC STANDARD TIME OR THE TIME INDICATED AT PACIFIC STANDARD TIME NORTHERN DIGITAL INC. 4701 CORPORATE CT BAKERSFIELD, CA 93311 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. THE ADDITIONAL PREMIUM FOR THIS ENDORSEMENT SHALL BE 2.00% OF THE TOTAL POLICY PREMIUM. SCHEDULE PERSON OR ORGANIZATION JOB DESCRIPTION ANY PERSON OR ORGANIZATION BLANKET WAIVER OF FOR WHOM THE NAMED INSURED SUBROGATION HAS AGREED BY WRITTEN CONTRACT TO FURNISH THIS WAIVER NOTHING IN THIS ENDORSEMENT SHALL BE HELD TO VARY, ALTER, WAIVE OR EXTEND ANY OF THE TERMS, CONDITIONS, AGREEMENTS, OR LIMITATIONS OF THIS POLICY OTHER THAN AS ABOVE STATED. NOTHING ELSEWHERE IN THIS POLICY SHALL BE HELD TO VARY, ALTER, WAIVE OR LIMIT THE TERMS, CONDITIONS, AGREEMENTS OR LIMITATIONS IN THIS ENDORSEMENT. COUNTERSIGNED AND ISSUED AT SAN FRANCISCO: OCTOBER 30,2025 ol 2572 AUTHORIZED REPRESENT IVE PRESIDENT AND CEO SCIF FORM 10217 (REV.4-2018) OLO DP 217 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. LIMITED NOTICE OF CANCELLATION ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART CONTRACTORS POLLUTION LIABILITY COVERAGE PART ERRORS AND OMISSIONS LIABILITY COVERAGE PART ONSITE CLEANUP COVERAGE PART THIRD PARTY POLLUTION LIABILITY COVERAGE PART In consideration of the premium charged and solely with respect to the coverage parts shown above, it is hereby agreed that the Common Provisions, Section VI—Common Conditions is amended by the addition of the following: Limited Notice Of Cancellation In the event that we cancel this Policy for any reason other than non-payment of premium and; a. The effective date of cancellation is prior to the expiration date of this Policy; and b. You are under an existing written contractual obligation to notify a certificate holder when this Policy is canceled and have provided to us, either directly or through your broker of record, the email address of a contact at each such certificate holder; and c. We received this information after you received notice of cancellation of this Policy and prior to the effective date of cancellation, via an electronic spreadsheet that is acceptable to us, We will provide notice of cancellation via email to each such certificate holder within thirty (30) days of your providing such information to us. Proof of our emailing the notice of cancellation, using the information provided by you, will serve as evidence that we have satisfied our obligations under this condition. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. EN0165 0117 Page 1 of 1 POLICY NUMBER: COMMERCIAL AUTO AC 85 43 08 21 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CALIFORNIA BUSINESS AUTO COVERAGE ENHANCEMENT ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. If the policy to which this endorsement is attached also contains a Business Auto Coverage Enhancement Endorsement with a specific state named in the title, this endorsement does not apply to vehicles garaged in that specified state. COVERAGEINDEX SUBJECT PROVISION NUMBER ACCIDENTAL AIRBAG DEPLOYMENT 12 ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT 3 AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS 20 AMENDED FELLOW EMPLOYEE EXCLUSION 5 AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE 14 BODILY INJURY REDEFINED 24 EMPLOYEES AS INSUREDS (Including Employee Hired Auto) 2 EXTRA EXPENSE— BROADENED COVERAGE 10 GLASS REPAIR—WAIVER OF DEDUCTIBLE 16 HIRED AUTO COVERAGE TERRITORY 22 HIRED AUTO PHYSICAL DAMAGE (Including Employee Hired Auto) 6 LOAN / LEASE GAP (Coverage Not Available In New York) 15 NEWLY FORMED OR ACQUIRED SUBSIDIARIES 1 PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) 17 PERSONAL EFFECTS COVERAGE 11 PHYSICAL DAMAGE—ADDITIONAL TRANSPORTATION EXPENSE COVERAGE PHYSICAL 8 DAMAGE DEDUCTIBLE—VEHICLE TRACKING SYSTEM 13 PRIMARY AND NON—CONTRIBUTORY—WRITTEN CONTRACT OR WRITTEN AGREEMENT 23 RENTAL REIMBURSEMENT 9 SUPPLEMENTARY PAYMENTS 4 TOWING AND LABOR 7 TWO OR MORE DEDUCTIBLES 18 UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS 19 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US 21 SECTION II— LIABILITY COVERAGE is amended as follows: 1. NEWLY FORMED OR ACQUIRED SUBSIDIARIES SECTION II—LIABILITY COVERAGE, Paragraph A.I.Who Is An Insured is amended to include the following as an "insured": d. Any legally incorporated subsidiary of which you own more than 50 percent interest during the policy period. Coverage is afforded only for 90 days from the date of acquisition or formation. However, "insured" does not include any organization that: AC 85 43 08 21 ©2021 Liberty Mutual Insurance Page 1 of 9 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 10/21/2024 66638970 N0177391 EC Insured Copy (1) Is a partnership or joint venture; or (2) Is an "insured" under any other automobile policy except a policy written specifically to apply in excess of this policy; or (3) Has exhausted its Limit of Insurance or had its policy terminated under any other automobile policy. Coverage under this provision d.does not apply to"bodily injury"or"property damage"that occurred before you acquired or formed the organization. 2. EMPLOYEES AS INSUREDS SECTION II—LIABILITY COVERAGE, Paragraph A.1.Who Is An Insured is amended to include the following as an "insured": e. Any"employee"of yours while using a covered "auto"you do not own, hire or borrow but only for acts within the scope of their employment by you. Insurance provided by this endorsement is excess over any other insurance available to any"employee". f. Any"employee"of yours while operating an "auto" hired or borrowed under a written contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business and within the scope of their employment. Insurance provided by this endorsement is excess over any other insurance available to the "employee". 3. ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT SECTION II—LIABILITY COVERAGE, Paragraph A.1.Who Is An Insured is amended to include the following as an "insured": g. Any person or organization with respect to the operation, maintenance or use of a covered "auto", provided that you and such person or organization have agreed in a written contract, written agreement, or permit issued to you by governmental or public authority, to add such person, or organization, or governmental or public authority to this policy as an "insured". However, such person or organization is an "insured": (1) Only with respect to the operation, maintenance or use of a covered "auto"; (2) Only for "bodily injury" or "property damage" caused by an "accident" which takes place after you executed the written contract or written agreement, or the permit has been issued to you; and (3) Only for the duration of that contract, agreement or permit. The "insured" is required to submit a claim to any other insurer to which coverage could apply for defense and indemnity. Unless the "insured" has agreed in writing to primary noncontributory wording per enhancement number 23, this policy is excess over any other collectible insurance. 4. SUPPLEMENTARY PAYMENTS SECTION II — LIABILITY COVERAGE, Coverage Extensions, 2.a. Supplementary Payments, Paragraphs (2) and (4) are replaced by the following: (2) Up to $3,000 for cost of bail bonds (including bonds for related traffic violations) required because of an "accident"we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. Page 2 of 9 ©2021 Liberty Mutual Insurance AC 85 43 08 21 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 10/21/2024 66638970 N0177391 EC Insured Copy 5. AMENDED FELLOW EMPLOYEE EXCLUSION In those jurisdictions where, by law, fellow "employees" are not entitled to the protection afforded to the employer by the workers compensation exclusivity rule, or similar protection, the following provision is added: SECTION II—LIABILITY, Exclusion B.S. Fellow Employee does not apply if the"bodily injury" results from the use of a covered "auto" you own or hire if you have workers compensation insurance in force for all of your "employees" at the time of"loss". This coverage is excess over any other collectible insurance. SECTION III —PHYSICAL DAMAGE COVERAGE is amended as follows: 6. HIRED AUTO PHYSICAL DAMAGE Paragraph A.4. Coverage Extensions of SECTION III — PHYSICAL DAMAGE COVERAGE, is amended by adding the following: If hired "autos" are covered "autos" for Liability Coverage, and if Comprehensive, Specified Causes of Loss or Collision coverage are provided under the Business Auto Coverage Form for any "auto" you own, then the Physical Damage coverages provided are extended to "autos": a. You hire, rent or borrow; or b. Your"employee" hires or rents under a written contract or agreement in that "employee's" name, but only if the damage occurs while the vehicle is being used in the conduct of your business, subject to the following limit and deductible: a. The most we will pay for"loss" in any one "accident" or"loss" is the smallest of: (1) $50,000; or (2) The actual cash value of the damaged or stolen property as of the time of the "loss"; or (3) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality, minus a deductible. b. The deductible will be equal to the largest deductible applicable to any owned "auto"for that coverage. c. Subject to the limit, deductible and excess provisions described in this provision, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. d. Subject to a maximum of$1,000 per"accident", we will also cover the actual loss of use of the hired "auto" if it results from an "accident", you are legally liable and the lessor incurs an actual financial loss. e. This coverage extension does not apply to: (1) Any"auto"that is hired, rented or borrowed with a driver; or (2) Any"auto"that is hired, rented or borrowed from your"employee"or any member of your"employee's" household. Coverage provided under this extension is excess over any other collectible insurance available at the time of "loss". AC 85 43 08 21 ©2021 Liberty Mutual Insurance Page 3 of 9 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 10/21/2024 66638970 N0177391 EC Insured Copy 7. TOWING AND LABOR SECTION III—PHYSICAL DAMAGE COVERAGE, Paragraph A.2.Towing, is amended by the addition of the following: We will pay towing and labor costs incurred, up to the limits shown below, each time a covered "auto" classified and rated as a private passenger type, "light truck" or"medium truck" is disabled: a. For private passenger type vehicles, we will pay up to $75 per disablement. b. For"light trucks", we will pay up to $75 per disablement. "Light trucks" are trucks that have a gross vehicle weight(GVW)of 10,000 pounds or less. c. For"medium trucks", we will pay up to$150 per disablement. "Medium trucks"are trucks that have a gross vehicle weight (GVW) of 10,001 —20,000 pounds. However, the labor must be performed at the place of disablement. 8. PHYSICAL DAMAGE—ADDITIONAL TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a. Coverage Extensions, Transportation Expenses of SECTION III— PHYSICAL DAMAGE COVERAGE, is amended to provide a limit of$50 per day and a maximum limit of$1,500. 9. RENTAL REIMBURSEMENT SECTION III—PHYSICAL DAMAGE COVERAGE, A. Coverage, is amended by adding the following: a. We will pay up to$75 per day for rental reimbursement expenses incurred by you for the rental of an "auto" because of"accident"or"loss", to an"auto"for which we also pay a"loss" under Comprehensive, Specified Causes of Loss or Collision Coverages.We will pay only for those expenses incurred after the first 24 hours following the "accident" or"loss"to the covered "auto." b. Rental Reimbursement requires the rental of a comparable or lesser vehicle, which in many cases may be substantially less than $75 per day, and will only be allowed for the period of time it should take to repair or replace the vehicle with reasonable speed and similar quality, up to a maximum of 30 days. c. We will also pay up to$500 for reasonable and necessary expenses incurred by you to remove and replace your tools and equipment from the covered "auto". This limit is excess over any other collectible insurance. d. This coverage does not apply unless you have a business necessity that other "autos" available for your use and operation cannot fill. e. If'loss" results from the total theft of a covered "auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided under Paragraph 4. Coverage Extension. f. No deductible applies to this coverage. g. The insurance provided under this extension is excess over any other collectible insurance. If this policy also provides Rental Reimbursement Coverage you purchased, the coverage provided by this Enhancement Endorsement is in addition to the coverage you purchased. For the purposes of this endorsement provision, materials and equipment do not include "personal effects" as defined in provision 11.13. Page 4 of 9 ©2021 Liberty Mutual Insurance AC 85 43 08 21 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 10/21/2024 66638970 N0177391 EC Insured Copy 10. EXTRA EXPENSE—BROADENED COVERAGE Under SECTION III — PHYSICAL DAMAGE COVERAGE, A. Coverage, we will pay for the expense of returning a stolen covered "auto" to you. The maximum amount we will pay is $1,000. 11. PERSONAL EFFECTS COVERAGE A. SECTION III —PHYSICAL DAMAGE COVERAGE, A. Coverage, is amended by adding the following: If you have purchased Comprehensive Coverage on this policy for an "auto" you own and that "auto" is stolen, we will pay, without application of a deductible, up to $600 for "personal effects" stolen with the "auto." The insurance provided under this provision is excess over any other collectible insurance. B. SECTION V— DEFINITIONS is amended by adding the following: For the purposes of this provision, "personal effects" mean tangible property that is worn or carried by an "insured." "Personal effects" does not include tools, equipment,jewelry, money or securities. 12. ACCIDENTAL AIRBAG DEPLOYMENT SECTION III—PHYSICAL DAMAGE COVERAGE, B. Exclusions is amended by adding the following: If you have purchased Comprehensive or Collision Coverage under this policy, the exclusion for"loss" relating to mechanical breakdown does not apply to the accidental discharge of an airbag. Any insurance we provide shall be excess over any other collectible insurance or reimbursement by manufacturer's warranty. However, we agree to pay any deductible applicable to the other coverage or warranty. 13. PHYSICAL DAMAGE DEDUCTIBLE—VEHICLE TRACKING SYSTEM SECTION III—PHYSICAL DAMAGE COVERAGE, D. Deductible, is amended by adding the following: Any Comprehensive Deductible shown in the Declarations will be reduced by 50% for any "loss" caused by theft if the vehicle is equipped with a vehicle tracking device such as a radio tracking device or a global position device and that device was the method of recovery of the vehicle. 14. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE SECTION III—PHYSICAL DAMAGE COVERAGE, B. Exclusions, Paragraph a.of the exception to exclusions 4.c. and 4.d. is deleted and replaced with the following: Exclusions 4.c. and 4.d. do not apply to: a. Electronic equipment that receives or transmits audio, visual or data signals,whether or not designed solely for the reproduction of sound, if the equipment is: (1) Permanently installed in the covered "auto" at the time of the "loss" or removable from a housing unit that is permanently installed in the covered "auto"; and (2) Designed to be solely operated by use from the power from the "auto's" electrical system; and (3) Physical damage coverages are provided for the covered "auto". If the "loss" occurs solely to audio, visual or data electronic equipment or accessories used with this equipment, then our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by a $100 deductible. AC 85 43 08 21 ©2021 Liberty Mutual Insurance Page 5 of 9 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 10/21/2024 66638970 N0177391 EC Insured Copy 15. LOAN / LEASE GAP COVERAGE (Not Applicable In New York) A. Paragraph C. Limit Of Insurance of SECTION III — PHYSICAL DAMAGE COVERAGE is amended by adding the following: The most we will pay for a "total loss"to a covered "auto" owned by or leased to you in any one "accident" is the greater of the: 1. Balance due under the terms of the loan or lease to which the damaged covered "auto" is subject at the time of the "loss" less the amount of: a. Overdue payments and financial penalties associated with those payments as of the date of the "loss"; b. Financial penalties imposed under a lease due to high mileage, excessive use or abnormal wear and tear; c. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; d. Transfer or rollover balances from previous loans or leases; e. Final payment due under a "Balloon Loan"; f. The dollar amount of any unrepaired damage which occurred prior to the "total loss" of a covered "auto"; g. Security deposits not refunded by a lessor; h. All refunds payable or paid to you as a result of the early termination of a lease agreement or as a result of the early termination of any warranty or extended service agreement on a covered "auto"; i. Any amount representing taxes; j. Loan or lease termination fees; or 2. The actual cash value of the damage or stolen property as of the time of the "loss". An adjustment for depreciation and physical condition will be made in determining the actual cash value at the time of the 'loss". This adjustment is not applicable in Texas. B. Additional Conditions This coverage applies only to the original loan for which the covered "auto" that incurred the 'loss" serves as collateral, or lease written on the covered "auto"that incurred the 'loss". C. SECTION V—DEFINITIONS is changed by adding the following: As used in this endorsement provision, the following definitions apply: "Total loss" means a 'loss" in which the cost of repairs plus the salvage value exceeds the actual cash value. A "balloon loan" is one with periodic payments that are insufficient to repay the balance over the term of the loan, thereby requiring a large final payment. Page 6 of 9 ©2021 Liberty Mutual Insurance AC 85 43 08 21 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 10/21/2024 66638970 N0177391 EC Insured Copy 16. GLASS REPAIR—WAIVER OF DEDUCTIBLE Paragraph D. Deductible of SECTION III— PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: No deductible applies to glass damage if the glass is repaired rather than replaced. 17. PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) Paragraph D. Deductible of SECTION III— PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: The deductible does not apply to'loss"caused by collision to such covered "auto"of the private passenger type or light weight truck with a gross vehicle weight of 10,000 lbs. or less as defined by the manufacturer as maximum loaded weight the "auto" is designed to carry while it is: a. In the charge of an "insured"; b. Legally parked; and c. Unoccupied. The "loss" must be reported to the police authorities within 24 hours of known damage. The total amount of the damage to the covered "auto" must exceed the deductible shown in the Declarations. This provision does not apply to any 'loss" if the covered "auto" is in the charge of any person or organization engaged in the automobile business. 18. TWO OR MORE DEDUCTIBLES Under SECTION III— PHYSICAL DAMAGE COVERAGE, if two or more company policies or coverage forms apply to the same "accident", the following applies to Paragraph D. Deductible: a. If the applicable Business Auto deductible is the smaller(or smallest)deductible, it will be waived; or b. If the applicable Business Auto deductible is not the smaller(or smallest) deductible, it will be reduced by the amount of the smaller(or smallest) deductible; or c. If the 'loss" involves two or more Business Auto coverage forms or policies, the smaller (or smallest) deductible will be waived. For the purpose of this endorsement, company means any company that is part of the Liberty Mutual Group. SECTION IV—BUSINESS AUTO CONDITIONS is amended as follows: 19. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS SECTION IV—BUSINESS AUTO CONDITIONS, Paragraph B.2. is amended by adding the following: If you unintentionally fail to disclose any hazards, exposures or material facts existing as of the inception date or renewal date of the Business Auto Coverage Form,the coverage afforded by this policy will not be prejudiced. However, you must report the undisclosed hazard of exposure as soon as practicable after its discovery, and we have the right to collect additional premium for any such hazard or exposure. AC 85 43 08 21 ©2021 Liberty Mutual Insurance Page 7 of 9 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 10/21/2024 66638970 N0177391 EC Insured Copy 20. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS SECTION IV—BUSINESS AUTO CONDITIONS, Paragraph A.2.a. is replaced in its entirety by the following: a. In the event of"accident", claim, "suit" or"loss", you must promptly notify us when it is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) Member, if you are a limited liability company; (4) An executive officer or the "employee"designated by the Named Insured to give such notice, if you are a corporation. To the extent possible, notice to us should include: (a) How, when and where the "accident" or"loss"took place; (b) The "insured's" name and address; and (c) The names and addresses of any injured persons and witnesses. 21. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US SECTION IV— BUSINESS AUTO CONDITIONS, Paragraph A.S. Transfer Of Rights Of Recovery Against Others To Us, is amended by the addition of the following: If the person or organization has in a written agreement waived those rights before an "accident" or"loss", our rights are waived also. 22. HIRED AUTO COVERAGE TERRITORY SECTION IV — BUSINESS AUTO CONDITIONS, Paragraph B.7. Policy Period, Coverage Territory, is amended by the addition of the following: f. For "autos" hired 30 days or less, the coverage territory is anywhere in the world, provided that the "insured's" responsibility to pay for damages is determined in a "suit", on the merits, in the United States, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. This extension of coverage does not apply to an "auto" hired, leased, rented or borrowed with a driver. 23. PRIMARY AND NON—CONTRIBUTING IF REQUIRED BY WRITTEN CONTRACT OR WRITTEN AGREEMENT The following is added to SECTION IV— BUSINESS AUTO CONDITIONS, General Conditions, B.S. Other Insurance and supersedes any provision to the contrary: This Coverage Form's Covered Autos Liability Coverage is primary to and will not seek contribution from any other insurance available to an "insured" under your policy provided that: 1. Such "insured" is a Named Insured under such other insurance; and 2. You have agreed in a written contractor written agreement that this insurance would be primary and would not seek contribution from any other insurance available to such "insured". Page 8 of 9 ©2021 Liberty Mutual Insurance AC 85 43 08 21 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 10/21/2024 66638970 N0177391 EC Insured Copy SECTION V—DEFINITIONS is amended as follows: 24. BODILY INJURY REDEFINED Under SECTION V—DEFINITIONS, Definition C. is replaced by the following: "Bodily injury" means physical injury, sickness or disease sustained by a person, including mental anguish, mental injury, shock, fright or death resulting from any of these at any time. AC 85 43 08 21 ©2021 Liberty Mutual Insurance Page 9 of 9 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 10/21/2024 66638970 N0177391 EC Insured Copy