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HomeMy WebLinkAboutCAA PLANNINGCity of Santa Ana Clerk of the Council R- M AGREEMENT TERMINATION Please complete this form when the attached agreeme w nggr in effect. Return form to the Clerk of the Council - $t ` " ITA ANA °" I Call 647 -5237 if you have any questions. O = C #4 RECEIVED AUG 0 6 2007 SANTA ANA PLANNING DEPT ------------------------------------------------------------------------------------------ // , s /7r7 /I The agreement with No. % " /5-S—O) C0P'was completed on / /G✓ �2 and final payment has been made. Revised 07 -23 -07 Department: Phone /Ext.: y Signature: Date: a A- 2007 -155 b' - /'O C2i CONSULTANT AGREEMENT 4 Z� THIS AGREEMENT, made and entered into this 18'h day of June, 2007 by and between CAA PLANNING, a California corporation (hereinafter "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 (hereinafter "City "). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of environmental services and related technical studies. B. Consultant represents that Consultant is able and willing to provide such services to the City. 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 provide environmental study and related technical study services related to analyses of the California Environmental Quality Act and the National Environmental Policy Act, as set forth in City's Request for Qualifications for Environmental Consultants, incorporated to this Agreement by reference, and Consultant's Proposal, attached hereto as Exhibit A and incorporated by reference to this Agreement. Said services shall be provided at request of the Executive Director of the Planning and Building Agency, as evidenced by a writing signed by the Executive Director and the City Attorney. 2. DELIVERY OF WORK PRODUCT Consultant shall deliver to City all work product which results from the services provided. Said work product shall be submitted in hard copy and produced in a form compatible with City's computer system, as agreed between the Project Manager and Consultant. In regard to all copyrightable material produced as a deliverable under this Agreement, including but not limited to books, reports, plans, photographs, drawings, films, recordings, videotapes, and computer programs, Consultant agrees, for itself and for its affected officers, employees, agents, contractors, and volunteer workers, that (a) other such material may not be copyrighted without prior review from the City, and (b) the authors of all such material, whether copyrighted or not, award to the City, and to its officers, agents and employees acting within the scope of their official duties, as a condition of payment to the Consultant, a royalty -free, nonexclusive, irrevocable license throughout the world for governmental purposes to disclose, publish, translate, reproduce, and use such materials. 3. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit B. The total sum to be expended under this Agreement shall be set in the writing authorizing Consultant to perform a specific project pursuant to this Agreement. b. Payment by City shall be made within thirty (30) 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. 4. TERM This Agreement shall commence on the date first written above and terminate on June 30, 2008, unless terminated earlier in accordance with Section 13, below. The term of this Agreement may be extended upon a writing executed by the Executive Director of Planning and Building and the City Attorney. 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. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence. Consultant shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit B upon execution of this Agreement and shall be approved in form by the City Attorney. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self - insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 7. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (l) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise due to negligent acts, omissions or willful misconduct in the performance, from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from negligent acts, omissions or willful misconduct in the performance of this Agreement. 8. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and /or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary 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. 9. 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. 10. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 telefacsimile (714) 647 -6956 With courtesy copies to: and Executive Director of Planning and Building City of Santa Ana 20 Civic Center Plaza (M -20) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 973 -1461 City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647 -6515 To Consultant: CAA PLANNING Thomas B. Matthews 85 Argonaut, Suite 220 Aliso Viejo, California 90656 -4105 Telefacsimile: (949) 581 -3599 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 telefacsimile, 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. 11. 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 nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 12. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 13. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 14. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 15. 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. 16. 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. 17. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature bereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: ATRICIA E. HEALY Clerk of the Council APPROVED AS TO FORM: JOSEPH W.FLETCHER City Attorney By: AM Lauod 9heedy Assistant City Attorney CITY OF SANTA ANA h �D�. OCAM City Manager CAA PLANNING B. MATHEWS Tax ID# 15-- 36G729J�; C,11- CAA PLANNING May 21, 2007 City of Santa Ana Planning & Building Agency Attn: Mr. Pedro Guillen, Associate Planner 20 Civic Center Plaza (M -20) Santa Ana, California 92702 Subject: Request for Qualifications for Environmental Consultants Dear Mr. Guillen: CAA Planning (CAA) is pleased to present the enclosed Statement of Qualifications (SOQ) in response to the City of Santa Ana Request for Qualifications. We understand that the City is seeking to create -a list of qualified "as- needed" California Environmental Quality Act (CEQA) and National Environmental Policy Act (NEPA) consultants for a range of Public and/or Private Projects located throughout the City. CAA is uniquely qualified and well known for our ability to prepare necessary planning and environmental documentation, and our aptitude to organize, manage and implement large scale planning projects. CAA is widely recognized as an environmental firm that offers the highest level of technical expertise and a diverse professional capability. CAA excels in advising public agencies on matters pertaining to CEQA, NEPA and associated planning services. Our firm offers over 26 years of continuous experience in the process of timely and cost efficient environmental impact documents. CAA and its owners and principals, as listed in the enclosed SOQ, are the only interested parties to this proposal. This proposal is made without collusion with any other person, persons, company or parties submitting a proposal. It is in all respects fair and in good faith without collusion or fraud and the signer of the proposal has full authority to bind CAA and its principals. In 2005, CAA was privileged to work with the City of Santa Ana on a major project that involved the introduction of the MacArthur Place South high -rise residential development to the South Main Street Redevelopment Project Area. We would welcome the opportunity to once again work with the City. The enclosed request for qualifications was drafted to address all the information requested in your letter. We look forward to your response and the opportunity to assist EXHIEII q 85 Argonaut, Suite 220, Aliso Viejo, California 92656 -4105 • (949) 581 -28BR . Fax (949) 581 -3599 } Mr. Pedro Guillen May 21, 2007 Page 2 the City with our environmental and planning services. If you have any questions, please do not hesitate to call me, or Shawna Schaffner, at (949) 581 -2888. Sincerely, CIl PL G Y Tho as B. Mathev Presi ent 1. Firm Background /History Business Organization Throughout public agencies and within the business community, CAA Planning (CAA) is recognized as an environmental and planning consulting firm offering the highest level of technical expertise and professional capability. CAA is known for its exceptional depth of senior talent, its self- starter phi- losophy, and its commitment — as a partner to the client — to handle every project as if it were our own. With many years of experience in the public and private sectors, CAA is deeply involved in the intri- cacies of California Environmental Quality Act (CEQA) and National Environmental Policy Act (NEPA) analysis, as well as the planning and entitlement process. CAA's expertise can save clients time and money where it counts the most, and CAA is known for its outstanding adherence to strict schedules. In working with public agencies, CAA serves as an extension of staff, enhancing the City of Santa Ana team. CAA does not assume more work than we can do well, and CAA does not put inex- perienced people in charge of a project. CAA possesses senior management level personnel knowledgeable in virtually every expertise touch - ing the planning process. This makes CAA's CEQAINEPA compliance documents above reproach, since a large part of the environmental planning process is the anticipation of issues before they are stated to the City. This saves time, money, and effort, and results in an environmental analysis process of great integrity. The principals of CAA have processed environmental documents ranging in size from large to small, controversial to routine, finite to evolving. CAA, a California corporation, is an urban planning and environmental impact documentation con - sulting company providing services to the private and public land development community. The prin- cipal offices of CAA are located in the City of Aliso Viejo in southern Orange County. Our contact information is provided below. CAA Planning 85 Argonaut, Suite 220 Aliso Viejo, CA 92656 949 -581 -2888 949 - 581 -3599 fax mail@caaplanriing.com CAA is proposed to be the primary firm for providing services requested in the RFQ. As individual projects are identified, technical subconsultants in specific areas may be necessary, such as for the preparation of traffic, noise, or air quality assessments. Any proposed subconsultants would be submit- ted for review and approval prior to commencement of work on a particular project. Company History Established in 1981, CAA was organized with the philosophy that the process of achieving the goals of our clients is best accomplished by a management team that produces informative, legally defensi- ble implementation documents for carrying out a project. Our extensive experience in and for the 1 City of Santa Ana Environmental Consulting Services Statement of Qualifications public sector enables us to establish an instant and effective relationship with staff, decision makers, and the public. Our strong public hearing and public speaking skills are often called upon by public agencies to assist in the public debate of a project. The corporation is led and owned by C. David Culbertson, Chairman, and Shawna L. Schaffner, Chief Executive Officer. The company is organized into three functional areas of expertise: CEQA/NEPA, Current Planning (including major project management), and the California Coastal Act. In addition to two principals, the company employs six professional and administrative support staff. The CEQA Section includes three professional full -time staff. Additional professional planning staff members regularly provide services to CAA on a contract basis for CEQA/NEPA- related matters. CAA has been responsible for the preparation, processing, and approval of more than 600 projects in the last 26 years that represent a comprehensive range of CEQA- mandated project reports and approv- als, as well as development and land use entitlement projects. This range of CEQA - related work in- cludes such projects as the preparation of Program Environmental Impact Reports (EIRs) for master planned communities and redevelopment areas, general plan updates, local coastal programs and preparation of EIRs for new schools, residential developments, and retail centers. 2. Work /Services Approach CAA's role in the preparation of a project's CEQA compliance documentation is to provide an objec- tive evaluation of a project's potential environmental effects. CAA's role in communicating results of a project's study to the public at large is primarily through preparation of thorough and easy -to -use documents. The ability to distill material that is frequently very technical into an accessible format is essential. CAA often provides executive summaries and user - friendly synopses to upload onto agency websites to facilitate additional outreach beyond that legally mandated by CEQA/NEPA and other federal and state laws. In addition, an important role CAA undertakes for each project is to educate the Iocal public regarding the span and limitations of environmental review, and to identify opportunities for public input. An individual project's results are typically categorized as significant, less than significant with mitiga- tion, less than significant, or no impact. Mitigation measures are identified where needed and available to reduce potentially significant impacts. We see ourselves as an extension of City staff to help ensure project success. Our extensive experience in the public sector enables us to establish an instant and effective relationship with staff, decision makers, and the public. We see ourselves providing "soup to nuts" support for project environmental compliance, not just drafting of the CEQA/NEPA document. Early in the process, we can help de- velop project strategies to minimize time and monies spent and also provide mitigation monitoring during project construction to ensure full CEQA/NEPA compliance to protect the City. CAA will provide environmental consulting services to the City to perform the necessary environ- mental planning and management tasks to prepare and adopt CEQA/NEPA compliance documentation for various projects as identified, These services will assist in complying with applicable environ- mental regulations and policies. The scope of CEQA/NEPA compliance services that CAA offers includes not only the environmental clearances for the proposed individual development projects, but on -call availability for questions and consultations as needed. 2 City of Santa Ana Environmental Consulting Services Statement of Qualifications CAA's expertise in CEQA/NEPA is unsurpassed. Within the scope of the contract services, CAA will assist in the preparation, processing, and approval of documentation related to CEQA/NEPA for im- plementation of individually proposed projects of varying scale and complexity. This includes provid- ing advice to approaches on handling complex environmental analyses. CAA will assist with applica- ble state and federal agencies and other affected parties concerning documentation and project ap- provals. The services provided by CAA will involve the preparation and processing of CEQA/NEPA documen- tation, which may include the following types of documents and services: • Preparation of Initial Study/Environmental Assessment • Preparation and processing of Negative Declarations and Mitigated Negative Declarations/Findings of No Significance (FONSI) • Preparation and processing of Environmental Impact Reports (EIR)(i.e., project, program, master, subsequent, or supplemental)/Environmental Impact Statements (EIS) • Addenda to previously approved Mitigated Negative Declarations/FONSIs • Addenda to previously certified EIRs/EISs • Notices of Preparation /Notices of Intent • Notices of Completion • Notices of Determination • Notices of Exemption • Staff project reports • Responses to Comments documents • Mitigation Monitoring and Reporting Programs and Plans • Resolutions • Findings of Fact • Statements of Overriding Consideration • Presentations of CEQA/NEPA process at Scoping Meetings • Presentations at public meetings and public hearings before decision makers • Presentations before community groups • Consultations with Responsible Agencies and other affected agencies and stakeholders • Reviewing, preparing, and/or processing of miscellaneous environmental work products such as Planning and Feasibility Studies 3. Project Initiation and Process Communication will play a major role in the execution and conduct of the environmental consulting contract with the City. Poor communication can result in project delays, missed deadlines, and poten- tial losses in funding for grants, etc. In keeping with its reputation of meeting project schedules and assuring the client's accessibility to accountable staff, CAA proposes a well defined and proven meth- odology of effecting and maintaining a smooth project implementation and providing excellent re- sponses to the environmental consulting needs of the City. City of Santa Ana Environmental Consulting Services Statement of Qualifications A representative CAA methodology consists of ten components that follow. Please keep in mind this approach is very flexible and can be amended or further tailored to meet any client's needs. 1. To ensure that accountability is clearly defined in the contract, first lines of communi- cation between the client and the CAA team will be with the CAA Principal -In- Charge and the designated CAA Project Manager. 2. The project kick -off /startup meeting will be attended by the CAA Principal -In- Charge and the CAA Project Manager. 3. All subsequent project management meetings will be attended by the CAA Project Manager or, in his /her absence, by the Principal -In- Charge. 4. Within five working days, as a follow -up to all meetings, the attending CAA principal will provide a concurrence memo to the Client Project Manager outlining action points, decisions, and assignments. 5. The CAA Project Manager will indicate CAA's initial thoughts on the project within five working days to the Client Project Manager. Concurrently, the CAA Project Man- ager will request additional information, as needed. For minor projects, the Project Manager will initiate the environmental process. For purposes of this proposal, a "mi- nor project" is defined as a project resulting in the preparation of a Categorical Exemp- tion, a Statutory Exemption, a Categorical Exclusion, or a simple Negative Declaration (one with only minor mitigation, if any). 6. For major projects (e.g., Environmental Impact Reports), the CAA Project Manager will submit a brief Scope of Work to the client for review and approval. The document will identify CAA's understanding of the project and the scope of work, including me- thodology and sampling protocol, if appropriate, names of individuals and subconsul- tants assigned to carry out tasks, an estimated cost based upon the appropriate fee schedule(s), and project schedule /duration. 7. For complex projects, the CAA Project Manager will schedule regular meetings with the designated Client Project Manager. 8. The CAA Project Manager will provide, at a minimum, monthly status reports to the Client Project Manager. 9. E -mail, fax, courier service, and overnight delivery will be used on a regular basis to expedite communication. Memos, draft documents, and minor reports will be transmit- ted by these media, as appropriate. 10. In all cases, draft CEQA documents and notices will be provided for review, comment, and approval prior to finalization and public release. The combination of the CAA approach to City projects and the experience and expertise of staff will enable the prompt development and processing of environmental compliance documentation for all levels of projects proposed. CAA can be prepared to commence project initiation and processing im- mediately after selection by the City. 0-i: 4 City of Santa Ana Environmental Consulting Services Statement of Qualifications 4. Quality Assurance Plan When an individual project is identified, CAA will prepare a detailed scope of work and cost proposal for City review and approval. Through initial consultation, CAA will develop a precise project de- scription to be used during the execution of the project. Early consultation with affected stakeholders, such as resource agencies, municipalities, local organizations, and/or neighbors is recommended to solicit input on potential project issues. These approaches make for a much more predictable environ- mental review process and reduce changes in contract scope and budget. Individual project budgets are broken out into tasks with an associated line item amount depending upon the unique issues and processing needs for that project. Contract budgets are monitored weekly to ensure the project is within the overall budget, as well as the cost allocated for each task. If unan- ticipated issues are identified, any deviations from the original scope of work and/or project descrip- tion will be brought immediately to the City's attention with a description of the additional work re- quired and associated costs, if any, Prior to submittal to the City, work products are thoroughly reviewed internally by senior project man- agement. Screencheck copies of documents will be provided for review and approval prior to finaliza- tion and being made available to the public. Appendix A includes a Schedule of Fees for CAA. Project management costs are built into billing rates for all senior level staff. Initial training of staff is never billed to CAA clients. Questions on bills or any billing matter for a project are handled directly by the Principal in Charge, and clients are en- couraged to contact CAA on any billing questions or dispute of charges. 5. Staff Qualifications Because of its corporate philosophy, CAA can expand or contract its organization by association with appropriate professionals in the field. CAA can provide the full range of environmental and technical services for any project undertaken by a public agency, whether in -house or by aggressive manage- ment of subconsultants. Most importantly, CAA has represented many municipalities and school dis- tricts on CEQA- related matters and projects. Because of our size, CAA is selective concerning the number of projects for which the firm is respon- sible at any given time. This philosophy ensures that each project is managed personally by a firm principal who works directly with the client on every facet of the project. The CAA team brings years of experience across a wide range of projects. The CAA CEQA team is led by Shawna L. Schaffner, Chief Executive Officer, and includes Thomas B. Mathews, President; Paul E. Shaver, Manager of Planning and Engineering Services; Kathleen M. Crum, Associate Planner and Margaret F. Partridge, Associate Planner. Complete staff resumes for the CEQA team are included in Appendix B. y City of Santa Ana Environmental Consulting Services Statement of Qualifications Shawna L. Schaffner As Chief Executive Officer, Ms. Schaffner oversees the daily operations at CAA. and is head of CAA's CEQA planning program. Ms. Schaffner focuses on the preparation of environmental compliance documents and processes for CEQA/ NEPA engagements, managing project coordi- nation and completion among subconsultants, clients, and staff experts. Ms. Schaffner has main- tained an energy among CAA's staff for rigorous analysis in environmental documents. CAA's environmental analyses, therefore, not only consist of accurate, comprehensive inventories and rigorous analysis, but also focus on problem solving. Ms. Schaffner has worked closely with lo- cal cities, counties and school districts in the preparation of CEQA required reports for residen- tial, commercial, and public facility projects. In addition to her work under CEQA, Ms. Schaff- ner has extensive experience in current planning. She has worked on the preparation and proc- essing of numerous Coastal Development Permits and zone change applications. Through her work with public agencies, Ms. Schaffner has strong working relationships with local city and county planners. Thomas B. Mathews As President of CAA, Mr. Mathews provides direct project management services for several of the Company's larger clients on a wide range of project types in several jurisdictions. In addition to project management, his expertise includes effective coordination among clients, subconsul- tants, and staff resources. His past experience managing and implementing entitlements for nu- merous planned communities in Orange County is a valuable asset to the environmental team. With over 30 years as a professional planner, Mr. Mathews is recognized in both the public and private sectors as an accomplished manager. He understands the critical time - sensitive nature and fiduciary obligations of programming and managing large -scale and complex projects. Paul E. Shaver The CEQA team is further enhanced by the contributions of Paul Shaver. As Manager of Plan- ning and Engineering Services at CAA, Mr. Shaver is responsible for the day -to -day manage- ment of entitlement and permitting for all development projects. This expertise brings a key skill set that allows for a successful interface with CEQA, specifically pertaining to the development of relevant and effective mitigation measures. Additionally, Mr. Shaver brings extensive experi- ence managing the coordination of engineering and utilities for large construction projects. In particular, Mr. Shaver's recent assignment with Soka University, where he was responsible for the coordination of all grading and site improvement plans, provides value -added expertise to CAA and the City. CAA has never had a CEQA determination overturned by a court of appeals in over 26 years of pro- viding urban planning and environmental impact documentation services to the public and private development communities. Although many projects have been controversial, no Negative Declaration, Environmental Determination, or Environmental Impact Report written by CAA has been overturned in a court or found inadequate by decision makers. 6 City of Santa Ana Environmental Consulting Services Statement of Qualifications 6. Staff Augmentation /Technical Subconsultants Based on numerous years of experience in the environmental planning field, CAA has found that an interdisciplinary team approach best serves the client's interest and ensures the integrity of a project's analysis. CAA has also determined that the top technical specialists are most often found in their own consulting businesses. Therefore, for projects requiring technical expertise in such areas as traffic, noise, air quality, geotechnical, and biological resources analysis, CAA relies upon other consultants recognized and respected in their fields. This association, in the form of subconsultant agreements, ensures that technical consultant expertise is customized to individual client and project needs. A Project Team Organization Chart is provided below, including potential subconsultant team mem- bers and further indicates percentage of involvement each staff member may actually perform work for City projects. The identified Subconsultants do not represent a complete list of available subconsul- tants. Additionally, the percentage of staff time available to dedicate to a City project will vary based on the specific projects. In the past, CAA has been willing to dedicate up to 100 percent of a staff member's time to a project. CAA recognizes that each client need is different, and as a result, the use of technical consultants can be customized on a project -by- project basis. This business structure offers great cost efficiencies, as clients pay for only those technical services needed and used. Qualifications and resumes for potential technical consultant work efforts will be provided prior to the City's approval of the consultants sug- gested by CAA. 7 City of Santa Ana Environmental Consulting Services Statement of Qualifications ` Appendix A - CAA PLANNING General Provisions and Schedule of Fees for Professional Services Standard Billing Rates Effective January 1, 2007 Billing rates are subject to revision effective January I of each year Classification Hourly Rates Principal $275.00 ' Principal Planner I 150.00 Principal Planner R 145.00 ' Senior Project Manager 135.00 Project Manager 125.00 Engineering Coordinator 125.00 ' Senior Planner 110.00 Associate Planner I 100.00 Associate Planner II 85.00 ' Graphics Manager 75.00 Assistant Planner 65.00 ' General Conditions 1. Reimbursable expenses (travel accommodations including rental vehicles and regularly sched- uled commercial airline flights, food and lodging, blueprinting and reproduction, deliv- ery /courier, supplies, extensive mailing postage, etc.) are billed at cost and are in addition to the estimated fee for the project. ' 2. Automobile mileage outside Orange County will be billed at $0.485 per mile. 3. Hourly rates apply to work time as well as travel time and waiting time that occurs at public hearings. Rates increase 50% for depositions or court testimony. 4. Statements will be submitted monthly for work in progress or upon completion of work. Statements are payable upon receipt. Any statement unpaid after thirty (30) days shall be sub- ject to the maximum monthly interest charge provided by law on amounts thirty (30) days past due. If Client fails to pay Consultant within sixty (60) days after invoice is rendered, client agrees Consultant shall have the right to consider such default in payment a material breach of the entire agreement, and, upon written notice, the duties, obligations, and responsibilities of Consultant under this agreement are terminated. flt�a EXHIBIT Q 1 City of Santa Ana Environmental Consulting Services Statement of Qualifications T 5. Client hereby agrees that the balance in a billing statement is correct and binding unless the Client notifies the Consultant in writing within ten (10) days of the date of billing and informs Consultant of alleged incorrect item; provided however, that the foregoing shall apply only to the description of work performed as set forth in the billing statement and if after such ten (10) day period Client discovers a mathematical error in the billing statement, Client shall not be bound by the erroneous balance which Consultant hereby agrees to correct. 6. Consultant makes no warranty as to its findings, except that the work is performed using gen- erally accepted methods. 7. Consultant makes no warranty that the project will be approved by any governmental agency, nor endorsed by any citizens group. 8. Client agrees to limit the Consultant's liability to the Client and to all Contractors and Subcon- tractors on the project due to Consultant's material, willful, and grossly negligent acts, errors, or omissions, to the sum of $50,000 or to the Consultant's fee, whichever is less. 9. In the event either party commences legal action to enforce this Agreement of the General Conditions, the prevailing party shall be entitled to recover its reasonable attorney's fees and costs incurred in the action, in addition to all other relief to which the prevailing party is enti- tled. 10. In the event of a mid -phase contract suspension, billings will be prorated to reflect tasks in progress, except where a task was completed early, in which case it will be billed as if the task were complete. 11. Client agrees and concurs that Consultant is obligated to only Client to perform and/or receive direction or instructions on the project, and that Consultant is not obligated to perform and/or take direction or instructions from Client's other Consultants or Subconsultants without prior written notification and concurrence by Consultant. 2 City of Santa Ana Environmental Consulting Services C Statement of Qualifications EXHIBIT C ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ( "additional insureds ") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective Policy # _ Issued to this endorsement form as a part of Named Insured Countersigned by Authorized Representative Sent By:'ALLIED BROKERS; 949 4531244; Jul -26 -07 9:26; rage c AC ORD DATE(MNVDD/YYYY) TM CERTIFICATE OF LIASI:LITY INSURANCE or129rs0 1 PRODUCER Pryq,v, 9) 1''tb Fmi; WBA58 -Y2d+4 ALLIED 9;tz St YEARCT 4`g4URANCE AGENCY T'NIg' CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION 10375 EARRANCA, PARKWAY, OC-102 ONLY AND CONFERS NO RfQKTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE DOES NOT AMEND, EXTEND OR IRVINE CA 82618 ALTER THE COWRA00 AFFORDED BY THE POLICIES BELOW. 06101/07 08/01108 I 1 INSURERS AFFORDING COVERAGE NAIC O AD PI ATIV X COMMt:RCIAL GENERA(: LIABILITY INSURED ,; INSURER A: 138TDOR1 Casualty kR:Urente Company 29424 , ........ 3 300,000 INSURER a National liable E Fire IusuTanu CO. 20052 Culbertson Atkins d Assoctates, Ino, Os ArpDnaup Stilts 220 WSURER C. Houston Casuany Nsuranca Company. a23T4 ......... ANao Vle)o CA 928564109 INSURER D: INSURER E: .c, THE P CIE3 OF IWAINANtC U LOW HAVE BEEN ISSUED TO THE INIMED NAMED FOR THE POLICY PERIOD INDICATED, NOTMtH3TANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT Olt OTHER DOCOMENT Von {'RESPECT TO INHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE APPORDED BY THE #OLIC*,5 DUCRM50 HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE. LIMITS SHoAN MAY HAVE BEEN REDUCED BY PAID CLAMS, N6R ioov LTR INaRG TYPE DP INELIIt4NLE :POLICY NDM6Bt. VOLMYaPn[ " ; PaIMYWRANdN LIMITS rALURE TO DO BO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE GENERALUABIUTY 72813AN11293 06101/07 08/01108 I N r AD PI ATIV X COMMt:RCIAL GENERA(: LIABILITY Attvnbon: TONIA 7.ERBA SENIOR ACCT ASST PAMACETD RENTED , ........ 3 300,000 I ClAIM9MA0E f 1 X, OCCUR MED. DIP (Any ass peniar) 5 10;000 i PERSONAL L AbV INJURY 5 21000 900 , OkNERAL AOOREOATE 5 4,000 000 GENLAGGREGAIY LMMT APPLIES PEtEI PRODUCT &COMPIOPAGG S 4,000,000 POLICY Lea iLOG; '-_... ..,,. AUTOMOBILE UASIUTY 72SUANTt293 08!01107 08101/09 CbMeINED SINGLE LMfT ANY AUTO (Ea ar44-0) S 2,000,000 ALL OVAlEOAUTOS BODILY INJURY SCHEM"O AUTOS I (Per pww) 3 A I HIREb AUTOS .. NON ONNSD µ1T06 � 1 ix BODILY INJURY (par rxitlam) i $ + P• mil MDAMAGE OARAOEUA61LITY r••.e,�T�Ji�L�. Y' - 3 ANY AUTO x I EA ACC 1I:NF AU700NLY- R ' THAN AUTO ONLY: !OTHER AGG 3 t="Sl UMBRELLA LIABILITY -- - EACH OCCURRENCE i �J OCCUR uCUM9 MADE AGGREGATE f 4111 SDDtw h ly AIL I "Cy' 3 DEOUCTMLE ......___._..... i RtTENTIDN', i - 3 �OAIKIIRSCOMF ENE ATXRI AND MPLOYERS LIABILITY 0100013394081 D8/3T /08 09!31/07 X E.L. EACH ACCIDENTS 1,000,000 rwcaM6xsER'EYeJA1p�T El. DISEASE -EA EMPLOYEE .....li 1,000,000 S IN, hC,1b, 1mMr 5P[CUt PLaV�eltlNa Mto• IS OIaWe- POLICY LIMIT 3 1,000,000 OTHER: PROPEIISIONAL:LIABOJTY. H711919290 .10!08109 10/09109 $2,000,000 PER OCCURRENCE C CLAIMS MADE FORM,. $2,000,000 GENERAL AGGREGATE .. 510,000 DEDUCTIBLE EACH CLAIM .. DESCRIPTION OF OPERA ;IONSTLOCAT7GNWWRICLESIEXL"L UBIDNS'ADDED BY ENDORSEMENT/ SPECIAL PROVISIONS 'EXCEPT 10 DAYS FOR NON PAYMENT OFPREMiUM, CERTIF"TE HOLDER IS ADDITIONAL INSURED PER ATTACHED FORM, PRIMARY WORDING APPLtEB AZ 0 ca LcvvTTvv / cartBlram ■ 9UD5 ® ACORD CORPORATION 1809 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE CITY OF SANTA ANA, PLANNING AND BUILDING AGENCY EXPIRATION DATE THEREOF THE ISSUING INSURER WU ENDEAVOR TO MALL SDI DAYS MITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT rALURE TO DO BO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE 20 CIVIC CLFNTbR PLAZA INSURER, WE AGENTS OR REPRE A S. ..'' PO BOX 19" 14 -2 0 :.. jell . . AD PI ATIV SANTA ANA CA 92762 Attvnbon: TONIA 7.ERBA SENIOR ACCT ASST Allied B MIYeargl BI De Agency AZ 0 ca LcvvTTvv / cartBlram ■ 9UD5 ® ACORD CORPORATION 1809 Sent By:•ALLIED BROKERS; 949 4531244; Jul -26 -07 9:26; raye o BUSINESS LIABILITY COVERAGE FORM 2. Applicable To !Medical Expenses Coverage e. A trust, you are an insured. Your trustees We will not pay expenses for "bodily injury". are also insureds, but only with respect to a. Any insured their duties as trustees. 7o any insured, except "volunteer workers" 2, Each of the following 9 Is also an insured: b. Hired Person a. Employees And Volunteer Workers To a person hired to do work for or on behalf Your "volunteer workers" only while of any insured or a tenant of any insured. performing duties related to the conduct of c. Injury On Normally Occupied Premises your business, or your "employees ", other that) either your "executive officers" (if you To a person injured on that part of are an organization other than a premises you own or rent that the person partnership, joint venture or limited liability normally occupies. company) or your managers (if you are a d. Workers' dompettsation And similar limited liability cumpany), but only for acts Laws within the scope of their employment by To a person, whether or not an you or while performing duties related to "employee" of any insured, if benefits for the conduct of your business the "bodily injury" are payable or must be However, none of these "employees" or provided under a workers' compensation "volunteer workers" are insureds for or disability benefits law or a similar law. (1) "Bodily injury" or "personal and e. Athletics Activities advertising injury": To a person injured while practicing, (a) To you, to your partners or Instructing or participating In any physical members (if you are,a partnership exercises Or games, sports or athletic or joint venture), to your members contests. (if you are a limited liability f. Products - Completed operations Hazard company), or to a co- "employee" Included with the "products -completed while in the course of his or her pera o operations hazard ". - employment or performing duties related to the conduct of your g. Business Liability Exclusions business, or to your other Excluded under Business Liability Coverage. "volunteer workers" while C. WHO IS AN INSURED performing duties related to the conduct of your business; 1. if you are designated in the Declarations as (b) To the spouse, child, parent, a. An individual, you and your spouse are brother or sister of that co- insureds, but only with respect to the "employee" or that "volunteer conduct of a business of which you are the worker" as a consequence of sofa owner, Paragraph (1)(a) above: b. A partnership Or joint venture, you fare an (c) For which there is any obligation insured. Your members, your partners, and to share damages with or repay their spouses are also insureds, but only with someone else who must pay respect to the conduct of your business. damages because of the Injury c. A limited arability company, you are an described in Paragraphs (1)(a) or insured. Your members are also insureds, (b) above, or but only with respect to the conduct of your (d) Arising out of his or her providing Du5ine8S. Your managers are Insureds, . but or failing to provide professional only with respect to their duties as your health care services managers, If you are not in the business of Of. An organization other; than a partnership, providing professional health care joint ventw'e or aimlted Ilatmlty company., you services, Paragraph (d) does riot apply are an insured,. Your "executive officers" and to any nurse, emergency medical directors are Insureds, but only will) respect technician or paramedic ernptoyed by to their duties as your officers or directors. you to provide such services. Your stockholders are also insureds, but only (2) "Property damage" to property with respect to their liability as stockholders. (a) Owned, occupied or used by, Page 10 of 24 Form SS 00 08 04 05 Sent By:' ALLIED BROKERS; 949 4531244; Jul -26 -07 9:27; rage w BUSINESS LIABILITY COVERAGE FORM Form ss oo oti 04 65 Page 11 of 24 (b) Rented to, In the care, custody or b, Coverage under this provision does not • control of,. or over which physical apply to: control is being exercised for any (1) "Bodily injury" or "property damage" purpose by you, any of your that occurred; or "employees", "volunteer workers ", any partner of member (if you are (2) "Personal and advertising injury" a partnership or joint venture), or arising out of an offense committed any member (i( you are a limited before you acquired of formed the liability company), organization. b, Real Estate Manager, 4. Operator Of Mobile Equipment Any person (other than your "employee'' or With respect to "motile equipment' registered in d "volunteer worker"), or any organization your name under any motor vehicle registration m while acting as your real estate manager, law, any person is an insured while driving such c. Temporary Custodians Of Your equipment along a public highway with your property permission. Any other person or organization Any person or organization having proper responsible for the conduct of such person is o temporary custody of :your property if you also an insured, but only with respect to liability but only: arising out of the operation of the equipment, and w no Mdie, only if other insurance nce of any s available ry (1) With respect to liability arising out of the to that person or organization for this liability. maintenance or use of that property; and However, no person or organization is an insured N (2) Until your legal representative has Witt) respect to; o been appointed. a. "Bodily Injury" to a co- "employee" of the o d, Legal Representative if You Die person driving the equipment; or M Your legal representative if you die, but D. "Property damage', to property owned by, ottly with respect to duties as such. That rented to, in the charge of or occupied by an representative wHi have all your rights and you or the employer of any person who is duties under this insurance, an insured under this provision, e, Unnamed Subsidiary S. Operator of Nonowned Watercraft Any subsidiary and subsidiary thereof, of VAth respect to watercraft you do not own that 40o yours which is a legally incorporated entity is less than 51 feet long and Is not being used of which you own a financial interest of to carry persons for a charge, any person is an more than 50% of the voting stock on the insured while operating such watercraft with -- effective pate of this Coverage Part. your permission. Any other person or JIM The insurance afforded herein for any organization responsible for the conduct of subsidiary not shown In the Declarations such person Is also an insured, but only with ..w. as a named insured does not apply to respect to liability arising out of the operation injury or damage with respect to which an of the watercraft, and only If no other insured under this Insurance is also an insurance of any kind is available to that insured under another policy or would be person or organization far this liability, an insured under such policy but for its However, no person or organization is an 'E termination or upon the exhaustion of its insured with respect to limits of insurance a. "Bodily injury" to a co- "employee" of the C 3. Newly Acquired Or Formed Organization person operating the watercraft; or Any organization you newly acquire or form, b• "Property damage" to property owned by, other than a partnership, joint venture or rented to, In the charge of or occupied by limited 118bility company, and over which you you or the employer of any person who is maintain - financial interest of more than 50% of an insured under this provision. =111111 the voting stock; will qualify as a Named 6. Additional Insureds When Required By insured.if there is no other similar insurance Written Contract, Written Agreement Or —` available to that organizaticin. However; Permit a. Coverage under this provision Is afforded The person(s) or organization(s) identified in only unlit the 180th day after you acquire Paragraphs a. through f, below are additional or form the organization or the end. of (he insureds when you have agreed, in a written policy period, whichever is earlier; and , Form ss oo oti 04 65 Page 11 of 24 Sent By:, ALLIED BROKERS; 949 4531244; Jul -26 -07 9:27; rage c BUSINESS LjABILITY COVERAGE FORM contract, written agreement or because of a (e) Any failure to make such permit issued by a state or political, inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has be added as an additional Insured on your agreed to make or normally policy, provided the Injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business, in connection agreement, or the issuance of the permit• with the distribution or sale of the A person or organization is an additional. products; insured under this provision only for that (f) Demonstration, installation, period of time required by the contract, servicing or repair operations, agreement or permit• except such operations performed However, no such persort or organization is an at The vendor's premises i connection with the sale of Ehe additional insured under this provision if such product; person or organization is included as an additional. Insured by an Issued (g) Products which, after distribution by us and made a part of this Coverage Part, or sale by you, have been labeled including all persons of organizations added or relabeled or used as a as additional insureds under the specific container, part or ingredient of any additional insured coverage grants in Section other thing or substance by or for F, — Optional Additional Insured Coverages. the vendor; or a. Vendors (h) "Bodily injury" or "property Any person(s) oWit (referred to or oebut damage" arising out of the sofa n tiekiw as vendor), but only with respect to one negligence of the vendor for its "bodily injury" or "property damage" arising own acts or omissions or those of out of "your products" which are distributed its employees or anyone else or sold in the regular course of the vendors acting on its behalf However, this business and only it this Coverage Part exclusion does not apply to: provides coverage for "bodily injury" or (1) The exceptions contained in " property damage" included within the Subparagraphs (d) or (f); or " products - completed operations hazard ", (ti) Such inspections, adjustments, (1) The insurance afforded to the .vendor tests or servicing as the vendor is subject to the following additional has agreed to make or normally exclusions: undertakes to make in the usual This insurance does not apply to: course of business, in connection with the distribution (a) "Bodily injury" or "property or sale of the products. damage" for which the vendor is Obligated to. pay damages by (2) This insurance does not apply to any reason of the assumption of insured person or organization from liability in a Contract or agreement. whom you have acquired such products, This exclusion does not apply to or any ingredient, part or container, liability for. damages that the entering into, accompanying or Vendor would: have in the absence containing such products. of the contract or agreement; b, Lessors Of Equipment 1b) Any express warranty (1) Any person or organization from unauthorized by you; whom you lease equipment, but only {c) Any physical or chemical change with respect to their liability for "bodily "property in the product made intentionally injury", damage" or "personal by the vendor; and advertising injury" d Repackaging,: () p ging, except when caused, in whole or in part, by your maintenance, operation or use of unpacked solely for the purpose of equipment leased to you by such inspection, demonstration, testing, person or organization. or the substitution of parts under instructions from the manufacturer,. and then repackaged in the original container; Page 12 of 24 Form SS 00 08 04 05 Sent By^ ALLIED BROKERS; 949 4531244; Jul -26.07 9:30; rage ici,� BUSINESS LIABILITY COVERAGE FORM Insured - State Or Political Subdivision - (e) Any failure to make such Permits, but only with respect to inspections, adjustments, tests or operations performed by you or on your servicing as the vendor has agreed behalf for which the state or political to make or normally undertakes to subdivision has issued a permit make in the usual course of b. With respect to the insurance afforded to business, in connection with the these additional insureds, the following distribution or sale of the products; additional exclusions apply: (f) Demonstration, installation, This insurance does hot apply to: servicing or repair operations, except such operations performed (t) "Bodily injury", "property dam0ga" or at the vendor's premises in "personal and advertising injury connection with the sale of the w arising out of operations performed for product; °D the state or municipality; or (g) Products which, after distribution (2y "Bodily injury" or "property damage" or sale by you, have been labeled included in the "product- completed or relabeled or used as a operations" hazard. container, part or ingredient of any 0 7. Additional Insured -. Vendors other thing or substance by or for m a. WHO IS AN. INSURED under Section C. is the vendor; or amended to include as an additional (h) "Bodily injury" or "property insured the person(s) or or'ganizalion(s) damage" arising out of the 5ote o (referred to below as vendor) shown in the negligence of the vendor for its 0 Declarations as an Additional Insured - own acts or omissions, or those Of o Vendor, but only with respect to " bodily its employees or anyone else • injury" or "property damage" arising out of acting on its behalf, However, this your products" which are distributed or e e exclusion does not apply to: sold in the regular course of the vendor's business and only if this Coverage Part The exceptions contained [ d n Provides coverage for "bodily injury" or Subparagraphs (d) or (f); or "Property damage" included„ within the (it) Such inspections, 6 "products- completsd operations hazard ", adjustments, tests or servicing ZM= b. The insurance afforded to the vendor is as the vendor has agreed to rims subject to the following additional excluslofts: make or normally undertakes ..�r Mors (f) This insurance does not apply to: to make in the usual course of business, in connection with (a) "Bodily injury" or "property the distribution or sale of the Now damage" for which the vendor Is products obligated t0 pay damages by (2) This insurance does not apply to any M= reason of the assumption of Insured person or organization from : liability in a contract or agreement, wham you have acquired such This: exclusion does not apply to products, or any ingredient, part or liability for damages that the container, entering into, vendor would have in the absence accompanying or containing such of the contract or agreement, products, (b) Any express warranty 8. Additional Insured - Controlling interest unauthorized by you; VVHO IS AN INSURED under Section C, is [mss (c) Any iphysical or chemical change amended to Include as an additional insured in the .product made intentionally the person(s) or organizalion(s) shown in the by the vendor; Declarations as an Additional Insured — �` (d) Repackaging, unless unpacked Controlling Interest, but only with raspact to solely for the purpose of inspection, their liability arising out of: demonstration,: testing, or the a. Their financial control of you or substitution of parts under b. Premises they own, maintain or control instructions from the manufacturer,, while you lease or occupy these premises, and then repackaged in the original container, Form 83 00 Oi 04 :0 Page 19 of 24 Sent By:, ALLIED BROKERS; 949 4531244; Jul-26-07 9:27; t-age o BUSINESS LIABILITY COVERAGE FORM a (2) Wth respect to the Insurance afforded a, Permits Issued By State Or PolitiCal to these additional insured$, this Subdivisions Insurance does not apply 10 tiny (1) Any state Or POINC21 subdivision. but ,100currence" which takes place after only with respect to operations you cease to lease that equipment. performed by you or on your behalf for c. Lessors Of L2nd OrPremises which the state or political subdivision (1) Any person or organization from has issued a permit, whom you lease land Or premises, but (2) Win respect to the insurance afforded only with respect to liability arising out to these additional insureds, this of the ownership, maintenance or use insurance does not apply 10: of that part of the land or premises (aJ "Bodi)y injury", "property damage" leased to you. or "personal and advertising (2) With respect to the insurance afforded injury" arising out of operations 10 these addlitJoHal Insureds, this performed for the state or insurance does not apply to: muniripality; or Ja) Any loccurrence" which takes (by "Bodily injury" or "property damage" 0 place after you cease to lease that included within the "products- land or be a tenant in that completed operations hazarU". premises; or I. Any Other Party (by Structural alterations, new (1) Any other person or organization who construction or demo5tion is not an insured under Paragraphs a. operations performed by or on through a. above, but, only' with behalf of such person or respect to hability for "bWily injury". organization. property damage" or "personal and d, Architects, Engineers Or Surveyors advertising injuryn caused, in whole or ZZ (1) Any architect, engineer, or surveyor, but in part, by your acts of omissions or only with. respect to liability for "bodily the acts or omissions of those acting injury", "property damage" or "personal on your behalf, and advertising injury' caused, in whole (a) In the performance of your or in part, by your acts or orriisWnt or ongoing operations; ,A= the acts or orrilssions of those acting on (by In connection with your premises your behalf-, owned by or rented to you; or (a) In connection with your premises; (cJ In connection with "your work" and or included within the "products- (b) in the performance of your completed operabons hazard", but a= ongoir.ig operations performed by only if you or on your behalf. (1) The written contract or written (2) With respect to tWinsurarce afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion ai)Phes� such additional insured. and This insurance does not apply to (it) This Coverage Part provides vow "bodily irijury". "property damage' or coverage for "bodily injury" or "personal and advertising injury" property damage" -included arising out of the rendering of or the within the "products- failure to render any professional completed operations hazard" services by or for you, including: (2) With respect to the insurance afforded (a) The preparing, approving, or to these additional insureds, this 'failure to propare or approve, insurarv�;v does riot apply to� maps, shop drawings, opinions. "Bodily injury", "properly damage" or reporls, surveys. field orders, "personal and advertising Injury" change orders, designs or arising out of the rendering of, or file drawings and specifications; of failure to render, any professional (b) Supervisory, inspection, architectural, engineering or surveying architectural of engineering services, including: activities. Form SS 00 69 04 06 Page 13 of 24 Sent By., ALLIED BROKERS; 949 4531244; BUSIryESS LIABILITY COVERAGE FORM (a) The preparing, approving, ar failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) supervisory, inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds are described in Section D. — Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. - Liability And Medical Expenses General Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limped liability company, that is not shown as a Named Insured in the Declarations. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The 4ost We Will Pay The Limits of insurance shown in the Declarations and the rules below fix the most we will pay regardless ofthe number of; a. Insureds; b, Claims made or "suits" brought; or c. persons or organizations making claims or bringing "suits ". 2. Aggregate Limits The most we will pay for:. a. Damages because of "bodiiy injury" and "property damage" Included in the "products - completed operations hazard" is the Products - Completed Operations Aggregate Limit shown in the Declarations. b. Damages because of all other "bodily injury ", "property damage" or "personal and advertising injury", including medical expenses, k the General Aggregate Limit shown in the Declarations. This General Aggregate Limit applies separately to each of your "locations" owned by or rented to you, "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street t, roadway or fight -of -way of a railroad. Jul -26 -07 9:28; rage This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or explosion. 3. Each Occurrence Limit Subject to Z -a. or 2,b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury". "property damage" and medical expenses arising out of any one "occurrence" is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses Limit shown in the Declarations. 4, Personal And Advertising Injury Limit Subject to 2.b. above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization it the Personal and Advertising Injury Limit shown in the Declarations. 5. Damage To Premises Rented To You Limit The Damage To Premises Rented To You Lit-nit is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these, 6, How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of a. The limits of insurance specified in a written contract, written agreement or permit issued by a state or political subdivision; or b, t'he Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section. Page 14 of 24 Form SS 00 08 04 06 Sent By: ALLIED BROKERS; 949 4531244; Jul -26 -07 9:28; Nage aria BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 16 of 24 if more than one limit of insurance under this (1) Immediately send us copies of any policy and any endorsements attached thereto demands, notices, summonses or applies to any claim or "suit ", the most we will pay le gat papers received in connection under this policy and the endorsements is the with the claim or "suit' single highest limit of liability of all coverages (2) Authorize us to obtain records and applicable to such claim or "suit ". However, this other information; paragraph does not apply to the Medical Expenses (3) Cooperate with us in the investigation, limit set forth in Paragraph 3, above. settlement of (fie claim or defense The Limits of Insurance of this. Coverage Part apply against the "suit" and separately to each consecutive annual period and to (4) Assist us, upon our request, in the any remaining period of less than 12 months, starting enforcement of any right against any with the beginning of the policy, period shown in the person or organization that may be Declarations, unless the policy period is extended liable to the insured because of injury M after issuance for an additional period of less than 12 or damage to which this insurance months. to that case, the additional period will be may also apply. deemed part.ofthe last preceding. period for purposes d. Obligations At The Insured's Own Cost 0 of determining the Limits of Insurance. + E. LIABILITY AND fAE"Dii'AL EXPENSES No Insured -will, except at that insured's own cost, voluntarily make a payment, assume GENERAL CONDITIONS any obligation, or incur any expense, other 1. Bankruptcy than for first aid, without our consent. r Bankruptcy or insolvency of the insured or of e. Additional insured's Other Insurance o the insured's estate will riot relieve us of our If we cover a claim or "suit ", under this 0 obligations under this Coverage Part. Coverage Part that may also be covered * 2. Duties In The Event Of Occurrence, by other Insurance available to an Offense; claim Ot suit additional insured, such additional insured a. Notice Of Occurrence Or Offense must submit such claim or "suit" to the other insurer for defense and indemnity, You or any additional insured must see to However, this provision does not apply to it that we are notified as soon as "occurrence" the extent that you have agreed in a ,Ron practicable of an or an offense which may result In a claim. To written contract, written agreement or the extent possible, notice Should include; permit that this insurance is primary and non- contributory with the additional (1) How, when and where the "occurrence" insured's own insurance, or offense took place; f. Knowledge Of An Occurrence, Offense, (2) The names and addresses of any Claim Or Suit injured persons and witnesses; and Paragraphs a. and b. apply to you or to am (3Y The nature and location of any injury any additional insured only when such NNW or damage arising out of the "occurrence ", offense, claim or "suit" is � "occurrence" or offense, known to: ® b. Notice Of Claim (1) You or any additional insured that is If a claim is made or "suit" is brought an individual; against any insured, you or any additional (2) Any partner, if you or an additional *� � insured must. insured is a partnership; ® (1) . Immediately rocord the specifics of the (3) Any manager, if you or an additional claim or "suit" and the date received; insured is a limited liability company; and (4) Any "executive officer' or insurance (2) , Notify us as. soon as practicable, manager, if you or an additional You -or any additional Insured must too to insured Is a corporation; it that we receive a written notice of the (5) Any trustee, if you or an additional '---- claim. or "suit " as soon as practicable. insured is a trust; or c. Assistance. And Cooperation Of The (6) Any elected or appointed official, if you Insured or an additional insured is a political You and any other involved insured must: subdivision or public entity. Form SS 00 08 04 05 Page 16 of 24 Sent By: ALLIED BROKERS; 949 4531244; Jul -26 -07 9:29; roye c,... BUSINESS LIABILITY COVERAGE FORM 3. 4. 5, 6, This Paragraph f. !applies separately to you and any additional Insured. Financial Responsibility Laws a. UtsTten this policy is certified as proof of financial responsibility for the future under the provisions of any motor vehicle financial responsibility taw, the insurance provided by the policy for "bodity injury" liability anil "property damage" liability will comply with the provisions of the taw to the extent of the coverage and limits of Insurance required by that law. b, With respect to "mobile equipment" to which this insurance applies, we will provide any liability, uninsured motorists, underinsured motorists, no-fault or other coverage required by any motor vehicle law, We will provide the required limits for those coverages. Legal Action Against Us No person or organization has a right under this Coverage Form: a. To join us as a party or otherwise bring us into a "suit" asking for damages from. an insured; or b. To sue us on this Coverage Form unless all of its terms have been fully complied with. A person of organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this insurance or that are In excess' 'of the applicable limit of Insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative, Separation Of insureds Except with respect to the Limits of insurance, and any rights or duties specifically assigned in this policy to the first Named insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b, Separately to each Insured against whom a claim is made or "suit" is brought. Representations a. When You Accept This policy 5y accepting this policy, you agree: (1) The statements in the Declarations are accurate andcomplete; (2) ,Those :statements are based upon representations you made to us; and (3) We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards if unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure. 7. Other Insurance If other valid and cullectiule insurance is available for a loss we cover under this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we wilt share with all that other insurance by the method described in c. below. b. Excess Insurance This insurance is excess over any of the other Insurance, whether primary, excess, contingent or on any other basis. (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work "; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you Or temporarily occupied by you with permission of the owner; (3) Tenant Liability That is Insurance purchased by you to cover your liability as a tenant for "Property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g, of Section A. - Coverages. (6) Property Damage To Borrowed Equipment or use of eievators if the loss arises oul of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion k. of Section A. — Coverages Page 16 of 24 Form SS 00 08 04 05 Sent By: ALLIED BROKERS; 949 4531244; Jul -26 -07 9:29; Page 10113 BUSINESS LIABILITY COVERAGE FORM When this Insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of, (1) The total amount that all such other insurance would pay for the loss In the absence of this insurance; and (2) The total of all deductible and self - insured amounts under all that other insurance We will share the remaining loss, if any, with any other insurance that is not described in this Excess insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Oec(arations of this Coverage Part. c, Method Of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of Insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit comrlbutlon by equal shares, we will contribute by limits Under this method, each insurers share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. Transfer Of Rights Of Recovery Against Others To Us a, Transfer Of Rights Of Recovery if the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses coverage. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract. agreement or permit that was oxecuted prior to the injury or damage. Form S6*00 08 04 06 Page 17 of 24 (6) When You Are Added. As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional Insured by that insufance;or t7) When You Acid Others As An Additional Insured To This Insurance rn That is other insurance available to an additional insured. 0 However, the following provisions o apply to other insurance available to any person or organization who is an N additional insured under this Coverage Part (a) Primary insurance When o Required By Contract Uri This insurance is primary if you ° have agreed. in a written contract, written agreement or permit that this insurance be primary. If other Insurance Is also primary, we will a� share with all. that other insurance by the method described in C. m below. (b) Primary And Non - Contributory a� To Other Insurance When Required 13Y Contract If you have agreed In a written contract, written agreement or permit that this insurance is primary. and non- contributory with the additional insured's own insurance, this insurance Is ® primary and we will not seek contribution front that other insurance. es.. Paragraphs (a) and (b) do riot apply to other insurance to which the additional s� insured has been added as an additional insured. = when this insurance is excess, we will have no duty under this Coverage Part to Its defend'. the insured against any "suit" if any other Insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so; but: we will be entitled to the insurers rights against all those other insurers. BUSINESS LIABILITY COVERAGE FORM When this Insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of, (1) The total amount that all such other insurance would pay for the loss In the absence of this insurance; and (2) The total of all deductible and self - insured amounts under all that other insurance We will share the remaining loss, if any, with any other insurance that is not described in this Excess insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Oec(arations of this Coverage Part. c, Method Of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of Insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit comrlbutlon by equal shares, we will contribute by limits Under this method, each insurers share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. Transfer Of Rights Of Recovery Against Others To Us a, Transfer Of Rights Of Recovery if the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses coverage. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract. agreement or permit that was oxecuted prior to the injury or damage. Form S6*00 08 04 06 Page 17 of 24 Sent Byc ALLIED BROKERS; 949 4531244; BUSINM LIA911LITY COVERAGE FORM F. OPTIONAL ADDITIONAL INSURED COVERAGES If listed or shown as applicable in the Declarations, one or more of the following Optional Additional Insured Coverages also apply. When any of these Optional Additional Insured Coverages apply, Paragraph S. (Additional Insureds When Required by Written Contract, Written Agreement or Permit) of Section C., Who is An Insured, does not apply to the person or organization shown in the Declarations. These coverages are subject to the terms and conditions applicable to Business Liability Coverage in this policy, except as provided below 1. Additional Insured - Designated Person Or organization WHO IS AN 'INSURED under Section C. Is amended to Include as an additional insured . the person(S) or organlzation(s) shown in the Declarations, bW only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: a. In the performance of your ongoing . operations; or b. In connection with your premises owned by or rented to you. 2. Additional Insured - Managers Or Lessors Of Premises a. MO IS AN INSURED under Section C, is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Designated Person Or Organization; but only with respect to liability arising out of the ownership, maintenance or use of that pan of the premises leased to you and shown in the Declarations. b. With respect to the insurance afforded to these additional Insureds, the following additional exclusions apply, This insurance does:nol apply to (1) Any "occurrence" which takes place after you cease to be a tenant In that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. Jul -26 -07 9:29; Page 11/13 3. Additional Insured - Grantor Of Franchise WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Grantor Of Franchise, but only with respect to their liability as grantor of franchise to you. 4. Additional Insured - Lessor Of Leased Equipment a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organizalion(s) shown in the Declarations as an Additional Insured — Lessor of Leased Equipment, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organizations) b. With respect to the Insurance afforded to these additional Insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. S. Additional Insured - Owners Or Other Interests From Whom Land Has Been Leased a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Owners Or Other Interests From Whom Land Has Been Leased, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land leased to you and shown in the Declarations. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply This insurance does not apply to (1) Any "occurrence" that takes place after you cease to tease that land; or (z) structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. 6. Additional Insured - State Or Political Subdivision — Permits a. WHO 1S AN INSURED under Section C. is amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional Page 18 of 24 Form SS 00 08 04 05 Sent By:. ALLIED BROKERS; 949 4531244; Jul -26 -07 9:30; Page 13/13 BUSINESSIIAt ILITY COVERAGE FORM This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. 9, Additional Insured - Owners, Lessees Or Contractors - scheduled Person Or Organization a. WHO IS AN .INSURED under Section C. is amended to include as an additional insured the persons) or organization(s) shown in the Declarations as an Additional Insured - Owner. Lessees Or Contractors. but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or In part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In the performance of your ongoing operations for the additional insured(s); or (2) In connection with "your work" performed for that additional insured and included within the "products- completed operations hazard ", but only if this Coverage Part provides . coverage for "bodily Injury" or "property damage" included within the "products- completed operations hazard ". b. Wiih respect to the insurance afforded to these additional insureds, this insurance does not apply to "bodily injury', "property damage" or "personal an advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, held orders, change orders, designs or drawings arid. specifications; or (2) Supervisory, inspection, architectural or engineering activities. 10. Additional Insured - Co -Owner Of Insured. Premises WHO. IS AN INSURED under Section C. is amended to include as. an additional insured the peraon(s) or Organization(s) shown in the Declarations as an Additional Insured -. Cc, Owner Of Insured Premises, but only with respect to their liability, as co -owner of the premises shown in the Declarations. The limits of Insurance that apply to additional insureds are described in Section 0, - Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. - Liability And Medical Expenses General Conditions. G, LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1. "Advertisement" means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a. (1) Radio: (2) Television; (3) Billboard; (4) Magazine; (5) Newspaper; b. The Internet, but only that part of a web site that is about goods, , products or services for the purposes of inducing the sale of goods, products or services; or c. Any other publication that is given widespread public distribution. However, "advertisement" does not include. a. The design, printed material, information or images contained In, on or upon the packaging or labeling of any goods or products; or b. An interactive conversation between or among persons through a computer network. 2. "Advertising idea" means any idea for an "advertisement" 3. "Asbestos hazard" means an exposure or threat of exposure io the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form, 4. "Auto" means a land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attacheu machinery or equipment. But "auto" does not include "mobile equipment ". 5. "Bodily injury" means physical: a. Injury; b. Sickness, or c. Disease sustained by a person and, if arising out of the above, mental anguish or death at any time 6. "Coverage territory" means; Page 20 of 24 Form 53 00 08 04 05 Sent By: ALLIED BROKERS; 949 4531244; Jul -26 -07 9:26; Page 2 ACOQ ERT: GIFICAT OF LIABUTY INSURANCE TO sn07 Y' TM 0 PRODUCER Pha,• kV4QY45,WtI 6 FU; .0.tDYBbY7il+l: THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ALLIED BROKERSI'YEARGIN INSURANCE AGENCY ONLY AND CONFERS NO. RIGHTS UPON THE CERTIFICATE 15378 SARRANCA PARKWAY, #C -102 HOLDER. THIS CERTIFICATE, DOES NOT AMEND, EXTEND OR IRVINE CA 92618 ALTER C O FORDED BY THE POLICIES BELOW. Attention: TONIA 2E:ROA SENIOR ACCT ASST Allled Bro rBit'earUt Burflnce Agency DAMAGE TO RENTED PREwses .INSURERS AFFORDING COVERAGE NAIC a Aa Lid: mrsBB1 cA' . . euu �l INSURED INSURER A_ Hartford Casualty Insurance Company Y 29424 INSURERS: National Llablllty S Fire Insurance Co. 20052 CulWrtso¢AdalTta'A At6061ai0II,'InC, 85 Argonaut, Suite 220 42374 INSURER C: Houston Casualty Insurance Company - - - -- Allso Vleto CA W26584105 INSURER D: ......... .... _ __ INSURER E: THE POLICIES OF INGURMtt LIN LOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR 'E POLICY 'PERIOD INDICATED, NOTW'IrHSTANOWG ANY REQUIREMENT, TERM' OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WAH 'RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFOROEb BY THE POLICIES DESCRIBED HEREIN 18 SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LAIRS SHovou MAY HAVE BEEN REDUCED BY PAID CLAIMS. ........... INOn I.DOi TYPE OF INSURANCEPOLICYHUNBER. PgicY %�recm'a wupY eXnaAnoN —__ __._ LTR INMd LIMITS T : OENEIUL DABIUTY 12S6AN11'203 06101107 : 09101109 EACH D URNENCE $ 2.00 COMMERCIAL. GEN£RAI'. LIPBILITY Attention: TONIA 2E:ROA SENIOR ACCT ASST Allled Bro rBit'earUt Burflnce Agency DAMAGE TO RENTED PREwses I_ r _.... i 300,000 CLAIMS MADE X OCCUR . euu �l MED EFP (Any one p .rH S 10' 000 A PERSDNALBADV INJURY E 2,000,000 GENERAL AGGREGATE a 4,000,000 GEWL AGGREGATE'GMIT APPLIES PERK . -_-� PRODUCTS- COMP /OP AGG. 5 4,000,000 Pao.' Lac POLICY ':.. _.__... _ ... AUTOMOBILELIAMUTY 72S8AN11293 0=1107 06101109 ANY AUTO COMBINED SINGLE LIMIT (E•.ccq•M) i 2,000,000 ALL OYAIED'AUTOS j BODILY INJURY SCHEUULEO AUTOS (Pal person) i A._- ....... X H1RED'AU.T.OS BODILY INJUR Y X NON ONSVED AUTOS '•Y : (P•r rzvA.mJ i PROPERTY DAMAGE i 'is I P•f •ceitNM OARAOE LILBICI7`( '"�.` i ANY AUTO '�-- AUTO ONLY- EAACCIDENT - OTHER THAN EAACCa '.! };+ „�--• AUTO ONLY: qGG i EXCESS I UMBRELILA LIABILITY `'J! L,'j "eV,y EACH OCCURRENCE i J OCCUR CLAIMS MADE AllpPr AGGREGATE ....._..__ -- a lJ IDy S DEDUCTIBLE i RETENTION: i i7 ' -- CaupeneaTlaiIAND 01000 t9364081 08734109 08!31107 XOYC LIABILITY E.L EACH ACCIDENT 7IRS EVUUDLbT E.L DIBEASE-EAEMPLOYEE J 1,000,000 -,Ab— EL DISEASE - POLICY LIMIT - S 1,000,000 I•PBCIALPBeeRIO&* b OTHER-PROPE5910NACLTASIUTY- H7G816298 70!09108 10108108 $2,600,000 PER OCCURRENCE C CLAIMS MADE FORM, $2,00,000 GENERAL AGGREGATE ,$1.0.000 DEDUCTIBLE EACH CLAIM DESCRIPTION OF OPERATIONS) LOCATIONSNENICLE91EXOtiUB10NS 'JMODED BY ENDORSEMENT! SPECIAL PROVISIONS 'EXCEPT 10 DAYS'FOR NON PAYhMSNT'OF PREMIUM. CERTIFICATE HOLDER IS ADDITIONAL INSURED PER ATTACHED FORM, PRIMARY WORDING APPLIES CER I iFiCA 1 E. HOLYGK' :: 14AHlaLIA IION ” `SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE CITY OF SANTA ANA, PLANNING.AND'BUILDING AGENCY' "'DAYS 'EXPIRATION DATE THEREOF, TIIC,lSSUING INSURER VdLLENDEAVOR TO MAILW- WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO BO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE 20 CIVIC CENTER`PLMi,A "INSURER, WE AGENTS OR REPRE A S. PO BOX 1905 I1M:2a' :.qV P ATN SANTA ANA CA 92702 Attention: TONIA 2E:ROA SENIOR ACCT ASST Allled Bro rBit'earUt Burflnce Agency zo (4UDSlu6)" uorwicate a W55 1 aD ACORD CORPORATION 1999 Sent By; ALLIED BROKERS; 949 4531244; Jul -26 -07 9:26; Page 3 BUSINESS LIABILITY'cbVERAGE FORM 2. Applicable To Medical Expenses Coverage e. A trust, you are an insured. Your trustees We will not pay expenses for "bodily injury": are also insureds, but only with respect to their duties as trustees. a. Any Insured To any insured, except "volunteer workers ". 2. Each of the following Is also an insured: b. Hired Person a. Employees And Volunteer Workers To a person hired to do work for or on behalf Your "volunteer workers" only while of any insured or a tenant of any insured performing duties related to the conduct of U. In jury On Normally Occupied Premises y our business, or your "employees ", other "executive than either your officers" (it you To a person injured on Ghat part of are an organization other than a premises you own of rent that the person partnership, joint venture or limited liability normally occupies, company) or your managers (if you are a d. Workers' Compensation And Similar limited liability company), but only for acts Laws within the scope of their employment by To a person, whether or not an you or while performing duties related to "employee" of any insured, if benefits for the conduct of your business the "bodily injury" are payable or must be However, none of these "employees" or provided under a workers' compensation "volunteer workers' are insureds for or disability benefits law or a similar law. (1) "Bodily injury" or "personal and e. Athletics Activities advertising injury": To a: person injured while practicing, (a) To you, to yuur partners or Instructing or participating In any physical members (if you are,a partnership exercises or games, sports or athletic or joint venture), to your members contests. (if you are a limited liability f. Products - Completed Operations. Hazard company), or to a co- "employee" while in the course of his or her Included with the "products - completed employment or performing duties operations hazard ", related to the conduct of your g, Business Liability Exclusions business, or to your other Excluded under Business Liability Coverage. "volunteer workers" while C. WHO 15 AN IfVSIlRED performing duties related to the conduct of your business; 1. If you are designated in the Declarations as: (b) To the spouse, child, parent, a. An indivtduM, you and your spouse are brother or sister of that co- insureds, but only with respect to the "employee" or that "volunteer Conduct of a business of which you are the worker" as a consequence of sole owner, Paragraph (1)(a) above; b. A partnership or joint venture, you are an (c) For which there is any obligation insured. Your members, your partners, and to share damages with or repay their spouses are also insureds, but only with someone else who must pay respect to the conduct of your business, damages because of the injury c. A limited liability company, you are, an described in Paragraphs (1)(a) or insured. Your members are also Insureds, (b) above; or but only with respect to the conduct of your (d) Arising out of his or her providing business. Your managers are insureds,. but or failing to provide professional only with respect to their duties as your health care services managers. If you are not in the business of d. An organization other than a partnership, providing professional health care pint venture or limited - IfeOlOiy company, you services, Paragraph (d) aoes riot apply are an insured. Your "executive officers" and to any nurse, emergency medical directors are Insureds, but only with respect . technician or paramedic employed by to their. duties as your officers or directors, you to provide such services. Your stockholders are also insureds, but only (2) "Property damage" to property: with respect to their liability as stockholders. (a) Owned, occupied ur used by, Page 10 of 24 Form SS 00 08 04 05 Sent Byi ALLIED BROKERS; 949 4531244; Jui -26 -u/ U:2r; rage 4 BUSINESS LIABILITY COVERAGE FORM (b) Rented to, in the care, custody or b, Coverage under this provision does not control of, or over which .physical apply to: control is being exercised for any (1) "Bodily injury" or "property damage" purpose by you, any of your that occurred; or "employees", "volunteer workers ", (2) "Personal and advertising injury" any partner or member (if you are arising out of an offense committed a partnership or joint venture), or any member (if you are a limited before you acquired or formed the liability company). organization. b. Real Estate.Manager 4. Operator Of Mobile Equipment Any parson (other than your "employee'' or VMth respect to "mobile equipment" registered in "volunteer worker"), or any organization your name under any motor vehicle registration while acting as your real estate manager, law, any person is an insured while driving such C, Temporary Custodians Of Your equipment along a public highway with your Property permission. Any other person or organization o Any person or organization having proper responsible for the conduct of such person is also an insured, but only with respect to liability o temporary custody of your property If you arising out of the operation of the equipment, and die, but only: only if no other insurance of any kind is available rev (1)- Wth respect to liability arising out ofthe to that person or organization for this liability. a maintenance or use of that property; and However, no person or organization is an insured (2) Until your legal representative has with respect to: o been appointed. a. "Bodily Injury" to a co- "employee" of the o d, Legal Representative If You Die person driving the equipment; or Your legal representative if you die, but U. "Properly damage" to property owned by, only with respect to duties as such. That rented to, in the charge of or occupied by representative will have all your rights and you or the employer of any person who is duties under this insurance, an insured under this provision, e, Unnamed Subsidiary, b. Operator of Nonowned Watercraft s Any 'subsidiary and subsidiary, thereof, of With respect to watercraft you do not own that n yours which is a legally Incorporated entity is less than 51 feet long and is not being used of which you own a 'financial interest of to carry persons for a charge, any person is an more than 50% of the voting stock on the insured while operating such watercraft with e3fedIve data of this Coverage Part, your permisslon. Any other person or The insurance afforded herein for any organization responsible for the conduct of subsidiary not shown In the Declarations such person Is also an insured, but only with a as a named. insured does not apply to respect to liability arising out of the operation injury or damage with respect to which an of the watercraft, and only If no other - insured under this Insurance is also an insurance any kind is available to that insured under another policy or would be person or organization for this liability. ° an insured under such policy but for its However, no person or organization is an gtermination or upon the exhaustion of its insured with respect to limits of insurance. a. "Bodily injury" to a co- "employee" of the e 3. Newly Acquired Or Formed Organization person operating the watercraft; or m Any organization you newly acquire or form, b. "Property damage" to property owned by, =_ other than a partnership, joint venture or rented to, In the charge of or occupied by it limited liability company, and over which you you or the employer of any person who is maintain financial interest of more than 50"Fa of an insured under this provision, the voting stock, will quality as a Namad 6, Additional Insureds When Required By Insured if there is no other similar insurance Written Contract, Written Agreement Or — available to that organization. However, Permit a. Coverage under this provlsion is afforded The person(s) or organization(s) identified in only unlit the 180th day after you acquire Paragraphs a. through f. below are additional or form the organization or the end of (he insureds when you have agreed, in a written policy period, whichever is earlier; and , Form SS 00 011.04 05 Page 11 of 24 Sent By.: ALLIED BROKERS; 949 4531244; Jul -26 -07 9:27; Page 5 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a (e) Any failure to make such permit issued by a state or political inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has be added as an additional Insured on your agreed to make or normally policy, provided the Injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business, in connection agreement, or the issuance of the permit. with the distribution or sale of the A person or organization is an additional products; (f) Demonstration, installation, insured under this provision only for that servicing or repair operations, period of time required by the contract, except such operations performed agreement or permit. at the vendor's premises in However, no such person or organization is an connection with the sale of the additional insured under this provision if such product; person dr organization is included as an additional: Insured by an endorsement issued (g) Products which, after distribution by us and made a part of this Coverage Part. or sale by you, have been labeled including ail persons or organizations added or relabeled or used as a as additional insureds under the specific container, part or ingredient of any additional Insured coverage grants in Section other thing or substance by or for F. — Optional Additional Insured Coverages. the vendor; or a, Vendors (h) "Bodily injury" or "property Any person(s) or organization(s) (referred to damage" arising out of the sole negligence of the vendor for its below as vendor), but only with respect to own acts or omissions or those "bodily injury" or "property damage" arising its employees oyees or anyone else e out of "your products" which are distributed acting on its behalf. However, this or sold in the regular course of the vendor's exclusion flees not apply to '. business and only if this Coverage Part provides coverage for "bodily injury" or (i) The exceptions contained in "property damage" included within the Subparagraphs (d) or (f); or "products- cornpteted operations hazard ", (ii) Such inspections, adjustments, (1) The insurance afforded to the vendor tests or servicing as the vendor is subject to the following additional has agreed to make or normally exclusions: undertakes to make in the usual course of business, in This insurance does not apply to: connection with the distribution (a) "Bodily Injury" or "property or sale of the products. damage" for which the vendor is (2) This insurance does not apply to any obligated to pay damages by insured person or organization from reason of the assumption of whom you have acquired such products, liability in a contract or agreement. or an in Y redient, g part or container, This exclusion does not apply to ex entering into, accompanying or liability for damages that the containing such products. vendor would have in the absence of the contract or agreement, b. Lessors Of Equipment (b) Any express warranty (1) Any person or organization from unauthorized by you; whom you lease equipment; but only with respect to their liability for "bodily {c) Any physical or chemical change injury", "property damage" or In the product made Intentionally "personal and advertising injury" by the vendor; caused, in whole or in part, by your (d) Repackaging, except when maintenance, operation or use of unpacked sol6ly for the purpose of equipment leased to you by such inspection, demonstration, testing, person or organization . or the Substitution of pans under Instructions from the manufacturer, and then ,repackaged In the original container; Page 12 of 24 Form SS 00 08 04 05 Sent By. ALLIED BROKERS; 949 4531244; Jul -26 -07 9:30; Page 12/13 BUSINESS LIABILITY COVERAGE FORM Form SS 00 6S 64 05 page 19 of 24 Political Subdivision • Insured — State on (e) Any failure to make such inspections, adjustments, tests or Permits, but only with respect to servicing as the vendor has agreed _ operations performed by you or your to make or normal) undertakes to p behalf for which the state . political Which subdivision has issued a permit. make in the usual course of b. Wit, respect to the Insurance afforded to business, in connection with the distribution or sale of the products, these additional Insureds, the following (f) Demonstration, installation, additional exclusions apply servicing or repair operations, This insurance does not apply to; except such operations performed (1) "Bodily injury'`, "property damage" Or at the vendors premises in "personal- and advertising injury' connection with the sale of the W arising out of operations performed for product; m the state or municipality; or (g) Products which, after distribution (2y "Sod;Vy injury" or "property damage" or sale by you, have been labeled included in the "product - completed or relabeled or used as a 0 operations" hazard, container, pan or ingredient of any 0 7. Additional Insured — Vendors other thing or substance by or for r a. MO Is AN INSURED under Section C. is the vendor; or amended to include as an additional (h) "13odity injury" or "property in the' persons} or orgonization(s) damage" arising out of the sole N (referred to below as vendor) shown In the negligence of the vendor for its o Declarations as an Additional Insured - own acts or omissions -or those of Vendor, but only with respect to "bodily its employees or anyone else injury" or "property damage" arising out of acting on its behalf. However, this "your products" which are distributed or exclusion does not apply to: sold in the regular course of the vendor's (I) The exceptions contained in ® business and only if this Coverage PaR Subparagraphs (d) or (1); or provides coverage for "bodily injury" or (it) Such inspections, "property damage" included Within the "products- completed operations hazard". adjustments, tests or servicing as the vendor or has agreed to v b. The insurance afforded to the vendor is make or normally undertakes subject to the following additional exclusions, to make in the usual course of g (1) This. insurance does not apply to: business, in connection with a (a) "Bodily injury" or "property the distribution or sale of the damage" for which the vendor Is products obligated to pay damages by (2) This insurance does not apply to any ZZ reason of , the assumption of Insured person or organization from liability in a contract or agreement, whom you have acquired such This exclusion. does not apply to. products, or any ingredient, part or �+ liability for damages that the container, entering into, e vendor would have In the 'absence accompanying or containing such M of the contract or agreement;, products. (b) Any express warranty 8. Additional Insured — Controlling Interest unauthorized by you; VVNO IS AN INSURED under Soction C, is (c) Any physical or chemical change amended to Include as an additional insured in the product made intentionally the person(s) or organization(s) shown in the by the vendor; Declarations as an Additional Insured — (d) Repackaging, unless unpacked Controlling Interest, but only with respect to their liability arising out of: solely for the purpose of inspection, demonstration, testing, or the a. Their financial control of you, or substitution of pans under b, Premises they own, maintain or control instructions from the manufacturer, while you lease or occupy these premises, and then repackaged in the original container; Form SS 00 6S 64 05 page 19 of 24 Sent 9y: AL1-11::U 6HUKhHS; J4S 4nJIL44j JUl -2B -U/ 9:27, Page 6 BUSINESS LIABILITY COVERAGE FORM (2) Wth respect to the Insurance afforded e, Permits Issued By State Or Political to these additional insureds, this Subdivisions insurance, does not apply to any (1) Any state or political subdivision, but "occurrence" which takes place after only with respect to operations you cease to lease that equipment. performed by you or on your behalf for c, Lessors of Land Or Premises which the state or political subdivision (1) Any person or organization from has issued a permit, whom you tease send or premises,. but (2) With respect to the insurance afforded only with respect to liability arising out to these additional insureds, this of the ownership, 'maintenance or use insurance does not apply to: of that part of the land or premises (a) "Bodily injury', "property damage" leased to you. or "personal and advertising W (2) With respect to the Insurance afforded injury" arising out of operations to these additional Insureds; this performed for the state or Insurance does not apply to: municipality; or o (a) Any "occurrence" which takes (b) "Bodily injury" or "property damage" o place after you cease to lease that included within the "products- land or be a tenant in that completed operations hazard" N premises; or f. Any Other Party (b) Structural :alterations, new (1) Any other person or organization who construction or demolition is not an insured under Paragraphs a, 0 operations performed by or on through e, above, but, only' with behalf of such person or respect to liability for "bodily injury", ° organization. "property damage" or "personal and d, Architects, Engineers Or Surveyors advertising injury" caused, in whole or (1)', Any architect, engineer, or surveyor, but in part, by your acts or omissions or ® only with respect to liability for " bodlfy the acts or omissions of those acting injury", "property damage" or "personal on your behalf: and adwertlsirtg injury" caused, in whole (a) In the performance of your or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on (b) In connection with your premises your behalf: owned by or rented to you; or M (a) In connection with your premises; (c) In connection with "your work" and � or included within the "products- lb) In the perfgrmance Of your completed operations hazard ", but ongoing operations performed by only if you or your behalf.' (i) The written contract or written (2)- With respect to the.insurance afforded agreement requires you to to these additional Insureds, the provide such coverage to following additional exclusion applies: such additional insured; and .. This insurance does not apply to (ii) This Coverage Part provides Mi "bodily injury ", "pr'o.perty damage" or coverage for "bodily injury" or "personalp and advertising injury" "property damage" included arising out of the rendering of or the within the "products- ' failure to render any professional completed operations hazard" � services b for , including: y or you, (2) With respect to the insurance afforded (a) The preparing, 'approving, or to these additional insureds, this * failure to prepare or approve. Insurance does not apply to. maps; shop drawings, opinions, "Bodily injury", "property damage" or reports, surveys, field orders, "personal and advertising injury" change orders, designs or arising out of the rendering of, or the drawings and specifications; or failure to render, any professional 1b) :Supervisory, 'inspection, architectural, engineering or surveying arahitebtural or engineering services, including: .octtviFies. ' Form SS 00 09 0d. 05 Page 13 of 24 Sent By: ALLIED BROKERS; 949 4531244; Jul -26 -07 9:28; Page 7/13 BUSINESS LIABILITY COVERAGE FORM Ia) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field, orders, change orders, designs or drawings and specifications; of (b) Supervisory, inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds are described in Section D, — Limits Of Insurance. How this insurance :applies when other insurance Is available to an additional Insured is described in the Other Insurance Condition in Section E. - Liability And Medical Expenses General Conditions, No person or organization is an Insured with respect to the conduct of any current or past partnership, Joint venture or limited liability company that is not shown as a Named Insured in the Declarations. D. LIABILITY AND NtMCAL EXPENSES LIMITS :& INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless ofthe number of: a. Insureds, b, Claims made or "suits" brought; or c. persons or.organlzations fnaking claims or bringing "suits ". 2. Aggregate Limits The most we will pay for:: a. Damages because of "bodily injury" and "property damage" Included in the "products- compleled:operstions hazard" is the Products - Completed Operations Aggregate Limit shown in the Declarations. b. Darnages because of all other "bodily injury ", 'property damage" or 'personal and advertising injury ", including medical expenses, is the General Aggregate Limit shown in the Declarations. This General Aggregate Limit applies separately to each of your 'locations" owned by or rented to you. "Location" means premises Involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway or right -of -way of a railroad. This General Aggregate limit does not apply to 'property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or explosion. 3. Each Occurrence Limit Subject to 2.a. or 2.b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses arising out of any one "occurrence" is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses Limit shown in the Declarations 4. Personal And Advertising Injury Limit Subject to 2.b, above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization iS the Personal and Advertising Injury Limit shown in the Declarations. 5. Damage To Premises (tented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "Properly damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these, 6, How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of a. The limits of insurance specified in a written contract, written agreement or permit issued by a state or political subdivision; or b. The Limits of insurance Shown in the Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section. Page 14 of 24 Form SS 00 08 04 05 Sent Bye ALLIED BROKERS; 949 4531244; Jul -26 -07 9:28; Page 8/13 BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 15 of 24 if more than one limit of insurance under this (1) immediately send us copies of any policy and any endorsements attached thereto demands, notices, summonses or applies to any claim or "suit ", the most we will pay legal papers received in connection under this policy and the endorsements is the with the claim or "suit" single highest limit of Iiability of all coverages (2) Authorize us to obtain records and applicable to such claim or "suit ". However, this other information; paragraph does not apply to the Medical Expenses (3) Cooperate with us in the investigation, limit set forth in Paragraph 8, above. settlement of the claim or defense The Limits of insurance of this Coverage Part apply against the "suit "; and separately to each consecutive annual period and to (4) Assist us, upon our request, in the any remaining perioc of less than 12 months, starting enforcement of any right against any with the beginning of the policy period shown in the person or organization that may be Declarations, unless the policy period is extended liable to the insured because of injury after issuance for an additional period of less.lhan 12 or damage to which this insurance months. In that case, the additional period will be may also apply. deemed part of the last preceding period for proposes d, Obligations At The Insured's Own Cost 0 of determining the Limits of Insurance. ° E. LIABILITY Y AND MEDICAL EXPENSES No Insures. will, except at that insured's own cost, voluntarily make a payment, assume GENERAL CONDITION'S any obligation, or incur any expense, other 1. Bankruptcy than for first aid, without our consent. r Bankruptcy or insolvency of the insured or of e. Additional Insured's Other Insurance o the insured's estate will not relieve us of our If we cover a claim or "suit ", under this obligations under this Coverage Part. Coverage Part that may also be covered 2. Duties In The Event: Of Occurrence, by other Insurance available to an Offerisei Claim Or Suit additional insured, such additional insured a. Notice Of Occurrence Or Offense must submit such claim or "suit" to the other insurer for defense and indemnity, You or any additional insured must see to ® it that we are notified as soon as However, this provision does not apply to practicable of an "occurrence" or an the extent that you have agreed in a offense which may result In a claim. To written contract, written agreement or the extent possible, notice should include: permit that this insurance is primary and non- contributory with the additional r� (1) How, when and where the "occurrence" insured's own insurance, Wft or offense took place; Jr. Knowledge Of An Occurrence, Offense, (2) The names and addresses of any Claim Or Suit injured persons and witnesses; and �r Paragraphs a. and b. apply to you or 10 (3) The nature and location of any injury any additional insured only when such or damage arising out of the "occurrence ", offense, claim or "suit" is 'occurrence" or offense, known to b. Notice Of Claim (1) You or any additional insured that is If a claim is made or "suit- is brought an individual; � against any Insured, you or any additional (2) Any partner, it you or an additional ffi+ insured must: insured is a partnership; ® (1) Immediately rotord the specifics of the (3) Any manager, it you or an additional ciaim or "suit" and the date received; insured is a limited liability company; and (4) Any "executive officer' or insurance (2). Notify us as.soon as practicable, manager, if you or an additional ilk You or any additional Insured must see to oration; insured Is a corporation: � R that we receive a written notice of the 6 y trustee, if you or an additional ( ) An claim or "suit' as soon a$ practicable, insured is a trust; or c. Assistance. And Cooperation Of The (6) Any elected or appointed official, if you Insured or an additional insured is a political You and any other involved insured must: subdivision or public entity Form SS 00 08 04 05 Page 15 of 24 Sent By: ALLIED BROKERS; 949 4531244; Jul -26 -07 9:29; Page 9/13 BUSINESS L1AWLITY COVERAGE FORM This Paragraph f. 'iappll8S separately to (3) We have issued this policy in reliance you and any additional Insured. upon your representations. 3. Financial Responsibility Laws b. Unintentional Failure To Disclose a. Mon this: policy is certified as proof of Hazards financial responsibility for the future under If unintentionally you should fail to disclose the provisions of any. motor . vehicle all hazards relating to the conduct of your financial responsibility law, the Insurance business at the inception dale of this provided by the policy for "bodily Injury" Coverage Part, we shall not deny any liability and "property damage" liability will coverage under this Coverage Part comply with the provisions of the law to because of such failure the extent of the coverage and limits of 7, Other Insurance Insurance required by that law. b. Wth respect to "mobile equipment" to other valid and colleelco insurance is which this insurance applies, we will a available for loss we cover under this provide any liability, uninsured motorists, Coverage Par our obligations are limited as , follows: underinsured motorists, no-fault or other coverage required by any motor vehicle a. Primary Insurance law, We will provide the required fimits for This insurance is primary except when b. those coverages, below applies. if other insurance is also 4. Legal Action Against Us primary, we will share with ail that other No person or organization has a right under insurance by the method described in c. this Coverage Form: below. a. To join us as a party or otherwise bring us b, Excess Insurance into a "suit" asking for damages from an This insurance is excess over any of the insured; or other insurance, whether primary, excess, b. To sue us on this Coverage Form unless contingent or on any other basis; all of its terms have been fully compiled (1) Your Work with. That is Fire, Extended Coverage, A person or organization rhay sue us to recover Builder's Risk, Installation Risk or on an agreed settlement or on a final judoment similar coverage for "your work "; againal an insured; but we will not be liable for (2) Premises Rented To You damages that are not under the terms of this insurance or that are In excess of the , That is fire lightning or expl l explosion applicable limit of insurance. An agreed insurance re, premises rented you settlement means a settlement and release of or temporarily occupied by you with liability signed by us, the insured and the permission of the owner; claimant or the clarmant 's legal representative, (3) Tenant Liability S. Separation Of lnsureds' That is insurance purchased by you to Except with respect to the Limits of Insurance, cover your liability as a tenant for and any rights or duties specifically assigned "property damage" to premises rented in this policy to the first Named Insured, this to you or temporarily occupied by you insurance applies; witn permission of the owner; a. As if each Named .Insured were the only (4) Aircraft, Auto Or Watercraft Named Insured; and If the loss arises out of the maintenance b, Separately to each Insured against whom or use or aircraft, "au(os" or watercrall lu a claim is made or ^sun" is brought, the extent not subject to Exclusion g. of Section A. — Coverages. 6, Representations (6) Property Damage To Borrowed a. When You Accept This Policy Equipment Or use Of Elevators Sy accepting this policy, you agree; If the loss arises cut of "property {7) The statements in the Declarations damage" to borrowed equipment or are accurate and complete: the use of elevators to the extent not J2) Those ;statements are based upon subject to Exclusion k. of Section A. — representations.you made to us; and Coverages. Page 16 of 24 Form SS 00 08 04 05 Sent By: ALLIED BROKERS; 949 4531244; Jul -26 -07 9:29; Page 10/13 BUSINESS LIABILITY COVERAGE FORM (8) When You Are Added. As An When this Insurance is excess over other Additional Insured To Other insurance, we will pay only our share of Insurance the amount of the loss, if any, that That is. other Insurance available to exceeds the sum of: you covering liability for damages (1) The total amount that all such other arising out of the premises or insurance would pay for the loss In the operations, or products and completed absence of this insurance; and operations, for which you have been (2) The total of all deductible and self - added as an additional Insured by that insured amounts under all that other insurance; or insurance (7) When You Add Others As An We will share the remaining loss, if any, with Additional insured To This any other insurance that is not described in Insurance this Excess Insurance provision and was not m That is other insurance available to an bought speclficaliy to apply in excess of the additional insured. Limits of Insurance shown in the However, the following provisions Declarations of this Coverage Pan. o o apply to other insurance available to - c. Method Of Sharing any person or organization who is an If all the other insurance permits N additional insured under this Coverage contribution by equal shares, we will follow Part: this method also. Under this approach, (a) Primary Insurance When each Insurer contributes equal amounts o Required By Cotttract until it has paid its applicable limit of This Insurance is primary if you Insurance or none of the loss remains, + have agreed in a written contract, whichever comes first. written agreement or permit that If any of the other insurance does not permit this Insu rance be primary. If other contribution by equal shares, we will insurance Is also primary, we will contribute by limits. Under this method, each share with all. that other insurance insurer's share is based on the ratio of its by the method described in c. applicable limit of insurance to the total = below- applicable limits of insurance of all insurers. (b) Primary And, Non-Contributory 8, Transfer Of Rights Of Recovery Against To Other Insurance When Others To Us Required By Contract a. Transfer Of Rights Of Recovery tf you have agreed In a written If the insured has rights to recover all or 9552 contract, written agreement or part of any payment, including 1= permit that . this insurance is Supplementary Payments, we have made primary.. and non-contributory with under this Coverage Part, those rights are the additional Insured's own transferred to us. The insured must do szza lnsutan.ce, this insurance is nothing after loss to impair them. At our primary and we will not seek request, the insured will bring "suit" or contribution from that other transfer those rights to us and help us IlEm insurance. enforce them. This condition does not Paragraphs (a) and (tx) do riot apply to apply to Medical Expenses coverage. other Insurance to which the additional b. waiver Of Rights Of Recovery (Waiver Sam insured has been added as an Of Subrogation) additlonal insured. If the insured has waived any rights of When this insurance is excess, we will recovery against any person or have no fluty under this (;i6VeragB Part to organization for all or part of any payment, defend: the Inaureal against any "euW' If any including Supplementary Payments, we other Insurer has a duty to .defend the have made under this Coverage Part, we insured against that "suit ". if no other also waive that right, provided the insured insurer. defends, we will undertake to do waived their rights of recovery against so; but we will be entitled to the insured's such person or organization in a contract, rights against all those other insurers. agreement or permit that was executed prior to the injury or damage. Form SS'00 08 04 06 Page 17 of 24 Sent By: ALLIED BROKERS; 949 4531244; Jul -26 -07 9:29; Page 11/13 BUSINESS LIABILITY COVERAGE FORM F. OPTIONAL AbblTfONAL INSURED COVERAGES If listed or shown as applicable in the Declarations, one or more of the following Optional Additional Insured Coverages also apply. When any of these Optional - Additional Insured Covoragee apply, Paragraph 6. (Additional Insureds When Required by Written Contract, Written Agreement. or Permit) of Section C., Who Is An Insured, does not apply to the person or organization shown in the Declarations. These coverages are subject to the terms and conditions applicable to Business Liability Coverage in this policy, except as provided below t. Additional Insured - Designated Person Or Organization WHO IS AN INSURED under Section C. Is amended to include as an additional insured. the person(s) or orgenizatlon(s) shown in the beclafations, but only with respect to liability for "bodily injury", "Property damage" or "personal and: advertising injury" caused, in whole or. in part, by your acts or omissions or the acts or omissions of those acting on your behalf; a, in the performance of your ongoing operations; or b, In connection with your premises owned by or rented to you. 2. Additional Insured - Managers Or Lessors Of Premises a. WHO IS AN INSURED under Section C. is amended to include as an. additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Designated Person Or Organization; but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises. leased to you and shown in the Declarations. b. With respect to the insurance afforded to these additional Insureds, the following additional exclusions apply This insurance doeslnol apply to (t) Any "Occurrence" which takes place after you cease to be a tenant In that premises; or (2) Structural alterations, new construction or :demolition operations performed by or on behalf of such person: or organization. 3. Additional Insured - Grantor Of Franchise WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or orgenization(s) shown in the Declarations as an Additional Insured - Grantor Of Franchise, but only with respect to their liability as grantor of franchise to you 4, Additional Insured - Lessor Of Leased Equipment a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Lessor of Leased Equipment, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s) b. With respect to the Insurance afforded to these additional Insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. 5. Additional Insured - Owners Or Other Interests From Whom Land Has Been Leased a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organizations) shown in the Declarations as an Additional Insured — Owners Or Other Interests From Whom Land Has Been Leased, but only with respect to liability arising out of the ownership, maintenance or use of that part Of the land leased to you and shown In the Declarations. b. With respect to the insurance afforded to these additional insureds the following additional exclusions apply This insurance does not apply to (1) Any 'occurrence" that takes place after you cease to Lease that land; or (2) Structural alterations, new construction or demolition operations Performed by or on behalf of such person or organization. 6. Additional Insured - State Or Political Subdivision — Permits a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional Page 18 of 24 Form SS 00 08 04 05 Sent By: ALLIED BROKERS; 949 4531244; Jul -26 -07 9:30; Page 13113 BUSINESS11ASILITY COVERAGE FORM This insurance does hot apply to structurat alterations, new construction and demolition operations performed by or for that person or organization. 9, Additional Insured - Owners, Lessees Or Contractors - scheduled Person Or Organization. a. WHO IS AN.INSURED under Section C. Is amended to include as an additional insured the persons) or organization(s) shown in the Declarations as an Additional Insured - Owner. Lessees Or contractors, but only with respect to liability for "bodily njury", "property damage" or "personal and advertising injury" caused; in whole or In part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1)- In the.- performance of your ongoing operations for the additional insured(s); or (2) In connection with "your work' performed for that additional insured and included within the "products - completed operations hazard ", but only if this Coverage Part provides . coverage for "bodily Injury" or "property damage" included within the "products- completed operations hazard ". b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to "bodily injury. "property damage" or "personal an advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, ihcluding. (1) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (2) Supervisory, Inspection, arcniteotural or engineering. activities. 10. Additional Insured - Co -Owner Of Insured. premises WHO iS AN INSURED under Section C, is amended to include as nn additronal insured the person(s) or Orpanization(s) shown in the Declarations as an Additional Insured - Co- Owner Of Insured Premises, but only with respect to their liability as co -owner of the premises shown in the Declarations. The limits of Insurance that apply to additional Insureds are described in Section D. - Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. - Liability And Medical Expenses General Conditions, G, LIABILJTY AND MEDICAL EXPENSES DEFINITIONS 1. "Advertisement" means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through, a. (1) Radio; (2) Television; (3) Billboard; (4) Magazine; (5) Newspaper; b. The Internet, but only that part of a web site that is about goods, , products or services for the purposes of inducing the sale of goods, products or services; or c. Any other publication that is given widespread public distribution. However, "advertisement' does not include. a. The design, printed material, information or images contained In, on or upon the packaging or labeling of any goods or products; or b. An interactive conversation between or among persons through a computer network. 2. "Advertising idea" means any idea for an "advertisement" 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4. "Auto" means a land motor vehicle, trailer or semi - trailer designed for travel on public roads, Including any attached machinery of equipment. But "auto' does not include "mobile equipment", S. "Bodily injury' means physical: a. Injury; b. Sickness: or c. Disease sustained by a person and, if arising out of the above, mental anguish or death at any time 6, "Coverage lerdtory" means: Page 20 of 24 Form SS 00 08 04 05