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HomeMy WebLinkAboutTRANSPORTATION STUDIES, INC. (5) IPd"IUI(w�'.,;. _ , '.LL WLIRK ivIAY rR(:.CEE0 A-2025-062 UNTIL INSURAHC EX '{i3 1-0144-- LIT) CLERK ERK DATE. JUL 0 3 2025 ON-CALL AGREEMENT WITH TRANSPORTATION STUDIES INC. TO PROVIDE TRAFFIC COUNTING SERVICES THIS AGREEMENT is made and entered into on this 6�' day of May, 2025 by and between Transportation Studies, Inc. (TSI), a California corporation, ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California("City"). RECITALS A. On January 21, 2025, City issued Request for Proposal ("RFP") No. 25-012, by which it sought qualified consultants to provide on-call traffic counting services for the City's Public Works Agency. B. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFP 25-012. 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 firth 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 On an on-call basis, and at the City's sole discretion, Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in the scope of work that was included in RFP No. 25-012, which is attached hereto as Exhibit A and incorporated by reference. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit B. Consultant is one of two(2)consultants selected to provide services on an on-call basis under RFP 25-012. The total compensation for these services provided by all such consultants selected under RFP 25-012 shall not exceed the shared aggregate amount of Five Hundred Thousand Dollars ($500,000) during the term of the Agreement, including any extension periods. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House(ACH)transfers. Consultant agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Consultant's account(s) with financial institutions. 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. 3. TERM This Agreement shall commence on May 6, 2025 for a three (3)year term and end on May 5th, 2028, unless terminated earlier in accordance with Section 15, below. The term of this Agreement may be extended for up to two (2), one-year periods upon a writing executed by the City Manager and the City Attorney. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create 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. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes,which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require any subcontractors to obtain and maintain insurance as described below for the entire Term of this Agreement against claims for injuries to persons or damage to property which may arise from or in connection with services, products and materials supplied to City. Total cost of such insurance shall be borne by Consultant. MINIMUM SCOPE OF INSURANCE Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000 aggregate. Required policy limits can be met with primary and umbrella/excess insurance policies. 2.Automobile Liability: Insurance Services Office Form CA 00 01 covering Code 1 (any auto), with limits no less than $1,000,000 combined single limits. In the event Consultant does not maintain commercial automobile liability insurance, City will accept evidence of personal automobile insurance. 3.Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.Coverage is not required if Consultant has no employees and signs request to waive such insurance. 4. Professional Liability. with limits no less than $1,000,000 per occurrence or claim, $2,000,000 aggregate. If the Consultant maintains broader coverage and/or higher limits than the minimum requirements for each line of coverage shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions: 1. City, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds, under Consultant's CGL,Professional Liability,and Automobile Liability policies, with respect to any liability arising out of work or operations performed by or on behalf of the Instructor including materials, parts, equipment, and personnel furnished in connection with such work or operations. 2. Consultant's Insurance company(ies) agrees to waive all rights of subrogation against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of any policy which arise from work performed by Consultant under this Agreement. 3. For any claims related to this contract, Consultant's insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. 4. A severability of interest provision must apply for all the additional insureds, ensuring that Consultant's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. 5. Insurance policies required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non-renewed by the carrier, or materially changed except after thirty(30) days prior written notice has been given to City.Ten(10)days prior written notice shall be provided to City for policy cancellation or non-renewal due to non-payment of premium. 6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: Azadeh Azad. 20 Civic Center Plaza, M-43, Santa Ana, CA 92701. The name and location of project must be included in the Description of Operations section of each certificate. Self-Insured Retentions Self-insured retentions must be declared to and approved by the City. The City may require the Consultant to purchase coverage with a lower retention or provide proof-of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the State of California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to City. Verification of Coverage Consultant shall furnish City with original Certificates of Insurance including all required amendatory endorsements(or copies of the applicable policy language effecting coverage required by this clause)and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements before work begins.However,failure to obtain the required documents prior to the work beginning shall not waive Consultant's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Special Risks or Circumstances City reserves the right to modify these requirements, including limits, based on the nature of the risk,prior experience, insurer, coverage, or other special circumstances. 7. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents,employees, contractors,special counsel,and representatives from liability: (1)for personal injury,damages,just compensation,restitution,judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and(2) from any claim that personal injury, damages,just compensation, restitution,judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages,just compensation,restitution,judicial or equitable relief suffered, or alleged to have been suffered,by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify,hold harmless,and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City,regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution,judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding.Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence,recklessness, or willful misconduct of the Consultant. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent,trademark,or copyright infringement,including costs,contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents,proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. 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. 11. 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. 12. NON-DISCRIMINATION Consultant shall not discriminate because of race,color,creed, religion, sex,marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion,termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written,between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to,the terms and conditions hereof,shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party,which is not embodied herein. 14. 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. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event,Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy.No waiver of any breach,failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar,nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. 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. 18. 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. 19. NOTICE Any notice,tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail,postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: City Clerk City of Santa Ana 20 Civic Center Plaza(M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: (714) 647-6956 With courtesy copies to: Executive Director,Public Works Agency City of Santa Ana 20 Civic Center Plaza(M-21) P.O. Box 1988 Santa Ana, California 92702 Fax: (714)647-5635 To Consultant: Transportation Studies, Inc. Attn: Patti A. Tolton,President 2640 Walnut Avenue, Suite L Tustin, CA 92780 Fax: (714) 508-3602 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four(24)hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames,weekends, federal, state,County or City holidays shall be excluded. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact,held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF,the parties hereto have executed this Agreement the date and year first above written. ATTEST: - CITY OF SAN ANA Jennifer a lvaro Nunez C' City Manager APPROVED AS TO FORM: SONIA R. CARVALHO CONSULTANT: City Attorney By: Kyle p0lesen By: Av;r/ A I b &:-r oN Assistant City Attorney Title: tea?L}S 1 p EST- RECOMMENDED FOR APPROVAL: A' Digitally signed by Nabil Saba Da e:202a •7 Date:2025.04.21 16:34:33-07'00' Nabil Saba Executive Director Public Works Agency c ACoO CERTIFICATE OF LIABILITY INSURANCE DATEIMMIDDIYYYY) 1 2/1 712 0 2 4 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND ORALTER THE COVERAGE AFFORDED BYTHE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER($),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions of be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER _LAME Pht:na Demyon FOY and Associates PHONE (818)703-8057 FAx S 21300 Victory Blvd,Suite 700 E--M1 AIL p AlC,No ADDRESS: phena@pcfoy.com 1NSURER[S)AFFORDING COVERAGE NAIO 4 Woodland Hills CA 91367 INSURERA: Citizens Insurance Company ofAmerica 31534 INSURED INSURER B_ Allmerica Financial Benefit:Insurance Company 41840 Transportation Studies,Inc INSURER C: United States Liability Insurance Company 25895 2640 Walnut Avenue,Suite H INSURERD: INSURER E: Tuefln CA 927BO INSURER F: E]A COVERAGES CERTIFICATE NUMBER: CL24121794623 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO-THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT.TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE:MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED HY PAID CLAIMS. INSR ADULSUBRI POLICY EFF POLICY EXP LTR TYPE OF INSURANCE IN SD WVD POLICY NUMBER MMIDDNYYY MMILIDIYYYY LIMITS COMMERCIAL GENERALUA131LITY - EACHOCCURRl S 1,000,000 D 'r T RE TED CLAIMS-MADE ®OCCUR PREMISES Ea occurrence)5 MED ECP(Any one parson) S 10,000 A OB3J56288302 10101/2024 10/0112025 PERSONAL&AOV INJURY $ GEN'LAGGREGATE UrIITAPPLIES PER. I - GENERALAGGREGATE g 2.000,000 POLICY > L�_.J PRo- �L JECT PRODUCTS-COMPfOPAGG 5 - OTHER- Damage To Premises 5 600,000 AUTOMOBILE LIA9ILITY -LIMIT S 1,C00,D00 Ea a-rrdenl X ANYAU70 BODILY INJURY{Per person) S g OWNED SCHEDULED AW3-J562873-01 1010112024 10/01/2025 RODILY INJURY Per accident) S AUTOS ONLY AUTOS { HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per acridenr S Uninsured Motorists 5 1.000,000 UMBRELLA LLAB X OCCUR EACH OCCURRENCE S 2,000.000 A UEXCESS MBRELLA OLAIMS-MADE OB3J 552B8302 1010112024 1010112025 AGGREGATE S 2,000.000 DIED I RETENTION S - S WORKERS COMPENSATION PER CTH- AND EMPLOYERS'LIABILITY Y r N STATUTE ER B ANYPRDMEMBRIPARTNERIDXEDDTIVE �y'I NIA W23J562E8203 1010V2024 10/0112025 E.L EACH ACCIDENT S 1000000 DFFICERlMEMBER EXCLUDED? (Mandatory des In and E.L DISEASE-EA EMPLOYEE S 1000000 If yes,de5crihe Under DESCRIPTION OF OPF-RA71ONS below E.L.DISEASE-POLICY UNIT S 1000000 ErI'prs and Omissions Self Ins Retenticn C ) SP 1022743M 10101/2024 10/01/2025 E&O S1,000,000 Each Occurrence S1.000,000 DESCRIPTION OF OPERA1101,15 f LOCATIONS I VEHICLES(PCORD 101,Additional Remarks Schedule,maybe attached if more Space is required) City of Santa Ana is fisted as Additional Insured with respect to General Liability as their interests may appear subject to the conditions, limitations and exclusions of the policy for APPROVED By Cynthia Mora at 11:08 am, Jan 07, 2025 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Santa Ana THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PRIOVISIONS- 20 Civic-Center Plaza Santa Ana, CA 92702 AUTHORt7ED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2616103) The ACORD name and logo are registered marks of ACORD DATE(MM/DD/YYYY) A�" CERTIFICATE OF LIABILITY INSURANCE 10/03/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: FOY and Associates PHONE FAX A/C No Ext: A/C,No): 21300 Victory Blvd,Suite 700 E-MAIL linda.gozal@grosslight.com ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# Woodland Hills CA 91367 INSURERA: Citizens Insurance Company ofAmerica 31534 INSURED INSURER B: Allmerica Financial Benefit Insurance Company 41840 Transportation Studies,Inc. INSURER C: United States Liability Insurance Company 25895 2640 Walnut Avenue,Suite H INSURER D: INSURER E: Tustin CA 92780 INSURER F: COVERAGES CERTIFICATE NUMBER: CL2510222484 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE POLICY EFF POLICY EXP LTR INSD WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE FX OCCUR PREM SDAMAGES Ea oNcurDrence $ 500,000 MED EXP(Any one person) $ 10,000 A Y Y OB3J56288304 10/01/2025 10/01/2026 PERSONAL&ADV INJURY $ 1,000,000 GEN'LAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY ❑ PRO ❑ LOC PRODUCTS-COMP/OPAGG $ 2,000,000 JECT OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 Ea accident X ANYAUTO BODILY INJURY(Per person) $ B OWNED SCHEDULED AW3J56287303 10/01/2025 10/01/2026 BODI LY I NJ U RY(Pe r accide nt) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 2,000,000 A EXCESS LAB CLAIMS-MADE OB3J56288304 10/01/2025 10/01/2026 AGGREGATE $ 2,000,000 DED I X1 RETENTION $ O $ WORKERS COMPENSATION X STATUTE EORH AND EMPLOYERS'LIABI LI TY YIN 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ B OFFICER/MEMBER EXCLUDED? N/A WD3J56288205 10/01/2025 10/01/2026 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ Errors and Omissions Aggregate $2,000,000 C SP025LO495 10/01/2025 10/01/2026 Each Occurrence $1,000,000 Retention $1,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) City of Santa Ana,its City Council,officers,officials,employees,agents,and volunteers are named as Additional Insured with respect to General Liability as their interests may appear subject to the conditions,limitations and exclusions of the policy forms.Waiver of subrogation applies. Digitally signed by Tu Tran Tu Tran Nguyen Nguyen 125;510;00' APPROVED CERTIFICATE HOLDER CANCELLATION By Tu Tran Nguyen at 12:51 pm,Oct 27,2025 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Santa Ana ACCORDANCE WITH THE POLICY PROVISIONS. Attn:PWA-Traffic Engineering AUTHORIZED REPRESENTATIVE 20 Civic Center Plaza,M-43 Santa Ana CA 92701 oz @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Policy#0133J56288304 Policy Term: 10/1/2025 to 10/1/2026 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESSOWNERS LIABILITY SPECIAL BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SUMMARY OF COVERAGES Limits Page 1. Additional Insured by Contract, Agreement or Permit Included 1 2. Additional Insured - Broad Form Vendors Included 2 3. Alienated Premises Included 3 4. Broad Form Property Damage - Borrowed Equipment, Customers Included 3 Goods and Use of Elevators 5. Incidental Malpractice (Employed Nurses, EMT's and Paramedics) Included 3 6. Personal and Advertising Injury - Broad Form Included 4 7. Product Recall Expense Included 4 Product Recall Expense Each Occurrence Limit $25,000 5 Occurrence Product Recall Expense Aggregate Limit $50,000 5 Aggregate Product Recall Deductible $500 5 8. Unintentional Failure to Disclose Hazards Included 6 9. Unintentional Failure to Notify Included 6 This endorsement amends coverages provided under the Businessowners Coverage Form through new coverages and broader coverage grants. This coverage is subject to the provisions applicable to the Businessowners Coverage Form, except as provided below. The following changes are made to SECTION II - (2) Premises you own, rent, lease or LIABILITY: occupy; or 1. Additional Insured by Contract, Agreement or (3) Your maintenance, operation or use of Permit equipment leased to you. The following is added to SECTION II - b. The insurance afforded to such additional LIABILITY, C. Who Is An Insured: insured described above: Additional Insured by Contract, Agreement or (1) Only applies to the extent permitted by Permit law; and a. Any person or organization with whom you (2) Will not be broader than the insurance agreed in a written contract, written which you are required by the contract, agreement or permit to add such person or agreement or permit to provide for such organization as an additional insured on additional insured. your policy is an additional insured only with (3) Applies on a primary basis if that is respect to liability for bodily injury , required by the written contract, written "property damage", or "personal and agreement or permit. advertising injury" caused, in whole or in part, by your acts or omissions, or the acts (4) Will not be broader than coverage or omissions of those acting on your behalf, provided to any other insured. but only with respect to: (5) Does not apply if the "bodily injury", (1) "Your work" for the additional insured(s) "property damage" or "personal and designated in the contract, agreement or advertising injury'is otherwise excluded permit; from coverage under this Coverage Part, including any endorsements thereto. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 1 of 6 4,477 Hanover Insurance Group.. O B3 J562883 1001716 c. This provision does not apply: The most we will pay on behalf of the (1) Unless the written contract or written additional insured for a covered claim is the agreement was executed or permit was lesser of the amount of insurance: issued prior to the "bodily injury", 1. Required by the contract, agreement or "property damage", or "personal injury permit described in Paragraph a.; or and advertising injury". 2. Available under the applicable Limits of (2) To any person or organization included Insurance shown in the Declarations. as an insured by another endorsement This endorsement shall not increase the issued by us and made part of this applicable Limits of Insurance shown in the Coverage Part. Declarations (3) To any lessor of equipment: e. All other insuring agreements, exclusions, (a) After the equipment lease expires; or and conditions of the policy apply. (b) If the "bodily injury", "property 2. Additional Insured - Broad Form Vendors damage", "personal and advertising The following is added to SECTION II - injury" arises out of sole negligence LIABILITY, C. Who Is An Insured: of the lessor. (4) To any: Additional Insured - Broad Form Vendors a. Any person or organization that is a vendor (a) Owners or other interests from whom with whom you agreed in a written contract land has been leased if the or written agreement to include as an "occurrence" takes place or the additional insured under this Coverage Part offense is committed after the lease is an insured, but only with respect to liability for the land expires; or for "bodily injury" or "property damage" (b) Managers or lessors of premises if: arising out of "your products" which are (i) The "occurrence" takes place or distributed or sold in the regular course of the offense is committed after the vendors business. you cease to be a tenant in that b. The insurance afforded to such vendor premises; or described above: (ii) The "bodily injury", "property (1) Only applies to the extent permitted by damage", "personal injury" or law; "advertising injury" arises out of (2) Will not be broader than the insurance structural alterations, new which you are required by the contract or construction or demolition agreement to provide for such vendor; operations performed by or on behalf of the manager or lessor. (3) Will not be broader than coverage (5) To "bodily injury", "property damage" or provided to any other insured; and "personal and advertising injury" arising (4) Does not apply if the "bodily injury", out of the rendering of or the failure to "property damage" or "personal and render any professional services. advertising injury" is otherwise excluded from coverage under this Coverage Part, This exclusion applies even if the claims including any endorsements thereto against any insured allege negligence or other wrongdoing in the supervision, c. With respect to insurance afforded to such hiring, employment, training or vendors, the following additional exclusions monitoring of others by that insured, if apply: the "occurrence" which caused the The insurance afforded to the vendor does "bodily injury" or "property damage" or not apply to: the offense which caused the "personal and advertising injury" involved the (1) "Bodily injury" or "property damage" for rendering of or failure to render any which the vendor is obligated to pay professional services or for you. damages by reasons of the assumption of liability in a contract or agreement. This d. With respect to the insurance afforded to exclusion does not apply to liability for these additional insureds, the following is damages that the insured would have in added to SECTION II - LIABILITY, D. Liability the absence of the contract or and Medical Expense Limits of Insurance: agreement; (2) Any express warranty unauthorized by you; 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 2 of 6 (3) Any physical or chemical change in the The most we will pay on behalf of the vendor product made intentionally by the for a covered claim is the lesser of the vendor; amount of insurance: (4) Repackaging, unless unpacked solely for 1. Required by the contract or agreement the purpose of inspection, described in Paragraph a.; or demonstration, testing, or the 2. Available under the applicable Limits of substitution of parts under instruction Insurance shown in the Declarations; from the manufacturer, and then repackaged in the original container; This endorsement shall not increase the (5) Any failure to make such inspection, applicable Limits of Insurance shown in the adjustments, tests or servicing as the Declarations. vendor has agreed to make or normally 3. Alienated Premises undertakes to make in the usual course SECTION II - LIABILITY, B. Exclusions, 1. of business in connection with the sale Applicable To Business Liability Coverage k. of the product; Damage to Property, paragraph (2) is replaced by (6) Demonstration, installation, servicing or the following: repair operations, except such (2) Premises you sell, give away or abandon, if operations performed at the vendor's the "property damage" arises out of any part premises in connection with the sale of of those premises and occurred from hazards the product; that were known by you, or should have (7) Products which, after distribution or sale reasonably been known by you, at the time by you, have been labeled or relabeled the property was transferred or abandoned. or used as a container, part or 4. Broad Form Property Damage - Borrowed ingredient of any other thing or Equipment, Customers Goods, Use of Elevators substance by or for the vendor; a. The following is added to SECTION II - (8) "Bodily injury" or "property damage" LIABILITY, B. Exclusions, 1. Applicable To arising out of the sole negligence of the Business Liability Coverage, k. Damage to vendor for its own acts or omissions or Property: those of its employees or anyone else Paragraph (4) does not apply to "property acting on its behalf. However, this exclusion does not apply to: damage" to borrowed equipment while at a jobsite and not being used to perform (a) The exceptions contained within the operations. exclusion in subparagraphs (4) or (6)above; or Paragraph (3), (4) and (6) do not apply to "property damage" to "customers goods" (b) Such inspections, adjustments, tests while on your premises nor to the use of or servicing as the vendor has elevators. agreed to make or normally b. For the purposes of this endorsement, the couundertakes to make in with t of business, in the usual connectionhe distribution or sale of the following definition is added to SECTION II - LIABILITY, F. Liability and Medical Expenses with t products. Definitions: (9) "Bodily injury" or "property damage" 1. "Customers goods" means property of arising out of an "occurrence" that took your customer on your premises for the place before you have signed the purpose of being: contract or agreement with the vendor. a. Worked on; or (10)To any person or organization included b. Used in your manufacturing process. as an insured by another endorsement c. The insurance afforded under this provision is issued by us and made part of this excess over any other valid and collectible Coverage Part. property insurance (including deductible) (11)Any insured person or organization, available to the insured whether primary, from whom you have acquired such excess, contingent or on any other basis. products, or any ingredient, part or container, entering into, accompanying 5. Incidental Malpractice - Employed Nurses, EMT's or containing such products. and Paramedics d. With respect to the insurance afforded to SECTION II - LIABILITY, C. Who Is An Insured, these vendors, the following is added to paragraph 2.a.(1)(d) does not apply to a nurse, SECTION II - LIABILITY, D. Liability and Medical Expense Limits of Insurance: 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 3 of 6 4,479 Hanover Insurance Group.. O B3 J562883 1001716 emergency medical technician or paramedic o. Recall of Products, Work or Impaired employed by you if you are not engaged in the Property is replaced by the following: business or occupation of providing medical, o. Recall of Products, Work or Impaired paramedical, surgical, dental, x-ray or nursing Property services. 6. Personal Injury - Broad Form Damages claimed for any loss, cost or expense incurred by you or others for a. SECTION II - LIABILITY, B. Exclusions, 2. the loss of use, withdrawal, recall, Additional Exclusions Applicable only to inspection, repair, replacement, "Personal and Advertising Injury", paragraph adjustment, removal or disposal of: e. is deleted. (1) "Your product"; b. SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions, 14. "Personal (2) "Your work"; or and advertising injury", paragraph b. is (3) "Impaired property"; replaced by the following: If such product, work or property is b. Malicious prosecution or abuse of withdrawn or recalled from the market or process. from use by any person or organization c. The following is added to SECTION II - because of a known or suspected defect, LIABILITY, F. Liability and Medical Expenses deficiency, inadequacy or dangerous Definitions, Definition 14. "Personal and condition in it, but this exclusion does advertising injury": not that you l incur foy to r he "coveredduct recall recall"a all" of "Discrimination" (unless insurance thereof is "your product". prohibited by law) that results in injury to the However, the exception to the exclusion feelings or reputation of a natural person, does not apply to "product recall but only if such "discrimination" is: expenses" resulting from: (1) Not done intentionally by or at the direction of: (4) Failure of any products to accomplish their intended purpose; (a) The insured; (5) Breach of warranties of fitness, (b) Any officer of the corporation, quality, durability or performance; director, stockholder, partner or member of the insured; and (6) Loss of customer approval, or any cost incurred to regain customer (2) Not directly or indirectly related to an approval; "employee", not to the employment, prospective employment or termination (7) Redistribution or replacement of any person or persons by an insured. your product which has been recalled by like products or d. For purposes of this endorsement, the substitutes; following definition is added to SECTION II - (8) Caprice or whim of the insured; LIABILITY, F. Liability and Medical Expenses Definitions: (9) A condition likely to cause loss of 1. "Discrimination" means the unlawful which any insured knew or had treatment of individuals based upon race, reason to know at the inception of color, ethnic origin, gender, religion, age, this insurance; or sexual preference. "Discrimination" (10)Asbestos, including loss, damage or does not include the unlawful treatment clean up resulting from asbestos or of individuals based upon developmental, asbestos containing materials; or physical, cognitive, mental, sensory or (11)Recall of "your products" that have emotional impairment or any no known or suspected defect solely combination of these. because a known or suspected e. This coverage does not apply if liability defect in another of "your products" coverage for "personal and advertising has been found. injury" is excluded either by the provisions of b. The following is added to SECTION II - the Coverage Form or any endorsement LIABILITY, C. Who Is An Insured, paragraph thereto. 3.b.: 7. Product Recall Expense "Product recall expense" arising out of any a. SECTION II - LIABILITY, B. Exclusions, 1. withdrawal or recall that occurred before you Applicable To Business Liability Coverage, acquired or formed the organization. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 4 of 6 c. The following is added to SECTION II - of a deductible amount, you shall LIABILITY, D. Liability and Medical Expenses promptly reimburse us for the part of the Limits of Insurance: deductible amount we paid. Product Recall Expense Limits of Insurance The Product Recall Expense Limits of a. The Limits of Insurance shown in the Insurance apply separately to each SUMMARY OF COVERAGES of this consecutive annual period and to any endorsement and the rules stated below remaining period of less than 12 months, fix the most that we will pay under this starting with the beginning of the policy Product Recall Expense Coverage period shown in the Declarations, unless the regardless of the number of: policy period is extended after issuance for an additional period of less than 12 months. (1) Insureds; In that case, the additional period will be (2) "Covered Recalls" initiated; or deemed part of the last preceding period for (3) Number of "your products" the purposes of determining the Limits of withdrawn. Insurance. b. The Product Recall Expense Aggregate d. The following is added to SECTION II - Limit is the most that we will reimburse LIABILITY, E. Liability and Medical Expense you for the sum of all "product recall General Conditions, 2. Duties in the Event of expenses" incurred for all "covered Occurrence, Offense, Claim or Suit: recalls" initiated during the policy period. You must see to it that the following are Each Occurrence done in the event of an actual or anticipated c. The Product Recall covered recall that may result in product Limit is the most Each will pay in connection with any one defect or recall expense deficiency. (1) Give us prompt notice of any discovery d. All "product recall expenses" in or notification that "your product" must connection with substantially the same be withdrawn or recalled. Include a general harmful condition will be description of your product and the deemed to arise out of the same defect reason for the withdrawal or recall; or deficiency and considered one (2) Cease any further release, shipment, "occurrence". consignment or any other method of e. Any amount reimbursed for "product distribution of like or similar products recall expenses in connection with any until it has been determined that all one "occurrence" will reduce the amount such products are free from defects that of the Product Recall Expense Aggregate could be a cause of loss under this Limit available for reimbursement of insurance. "product recall expenses" in connection e. For the purposs of this endorsement, the with any other defect or deficiency. following definitions are added to SECTION f. If the Product Recall Expense Aggregate II - LIABILITY, F. Liability and Medical Limit has been reduced by Expenses Definitions: reimbursement of "product recall 1. "Covered recall" means a recall made expenses" to an amount that is less than necessary because you or a government the Product Recall Expense Each body has determined that a known or Occurrence Limit, the remaining suspected defect, deficiency, Aggregate Limit is the most that will be inadequacy, or dangerous condition in available for reimbursement of "product "your product" has resulted or will result recall expenses" in connection with any In "bodily injury" or "property damage". other defect or deficiency. 2. "Product recall expense(s)" means: g. Product Recall Deductible a. Necessary and reasonable expenses We will only pay for the amount of for: "product recall expenses" which are in (1) Communications, including radio excess of the $500 Product Recall or television announcements or Deductible. The Product Recall printed advertisements including Deductible applies separately to each stationary, envelopes and "covered recall". The limits of insurance postage; will not be reduced by the amount of this deductible. We may, or will if required by law, pay all or any part of any deductible amount, if applicable. Upon notice of our payment 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 5 of 6 4,481 Hanover Insurance Group.. O B3 J562883 1001716 (2) Shipping the recalled products (1) If the "products - completed operations from any purchaser, distributor or hazard" is excluded from coverage under user to the place or places this Coverage Part including any designated by you; endorsement thereto; or (3) Remuneration paid to your (2) To "product recall expense" arising out of regular "employees" for any of "your products" that are otherwise necessary overtime; excluded from coverage under this (4) Hiring additional persons, other Coverage Part including endorsements than your regular "employees"; thereto. (5) Expenses incurred by"employees" 8• Unintentional Failure to Disclose Hazards including transportation and The following is added to SECTION II - accommodations; LIABILITY, E. Liability and Medical Expenses (6) Expenses to rent additional General Conditions: warehouse or storage space; Representations (7) Disposal of "your product", but We will not disclaim coverage under this only to the extent that specific Coverage Part if you fail to disclose all hazards methods of destruction other than existing as of the inception date of the policy those employed for trash provided such failure is not intentional. discarding or disposal are 9. Unintentional Failure to Notify required to avoid "bodily injury" The following is added to SECTION II or property damage as a result g - of such disposal, LIABILITY, E. Liability and Medical Expenses General Conditions, 2. Duties in the Event of you incur exclusively for the purpose Occurrence, Offense, Claim or Suit: of recalling "your product"; and Your rights afforded under this Coverage Part b. Your lost profit resulting from such shall not be prejudiced if you fail to give us "covered recall". notice of an "occurrence", offense, claim or "suit", f. This Product Recall Expense Coverage does solely due to your reasonable and documented not apply: belief that the "bodily injury", "property damage" or "personal and advertising injury" is not covered under this Policy. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 6 of 6 Named Insured: Transportation Studies, Inc. Policy#0133J562883 Policy Term: 10/01/2025-10/01/2026 insured's rights against all those other premium in accordance with our rates and insurers. rules then in effect. c. When this insurance is excess over other 3. With our consent, you may continue this policy insurance, we will pay only our share of in force by paying a continuation premium for the amount of the loss, if any, that each successive one-year period. The exceeds the sum of: premium must be: (1) The total amount that all such other a. Paid to us prior to the anniversary date; insurance would pay for the loss in the and absence of this insurance; and b. Determined in accordance with paragraph (2) The total of all deductible and self- 2. above. insured amounts under all that other Our forms then in effect will apply. If you do insurance. not pay the continuation premium, this policy d. We will share the remaining loss, if any, will expire on the first anniversary date that we with any other insurance that is not have not received the premium. described in this provision and was not 4. Undeclared exposures or change in your bought specifically to apply in excess of business operation, acquisition or use of the Limits of Insurance shown in the locations may occur during the policy period Declarations for this Coverage. that is not shown in the Declarations. If so, we e. Method of Sharing may require an additional premium. That If all of the other insurance permits premium will be determined in accordance contribution by equal shares, we will follow with our rates and rules then in effect. this method also. Under this approach J. Premium Audit each insurer contributes equal amounts 1. This policy is subject to audit if a premium until it has paid its applicable Limit of designated as an advance premium is shown Insurance or none of the loss remains, in the Declarations. We will compute the final whichever comes first. premium due when we determine your actual If any of the other insurance does not exposures. permit contribution by equal shares, we 2. Premium shown in this policy as advance will contribute by limits. Under this premium is a deposit premium only. At the method, each insurer's share is based on close of each audit period, we will compute the the ratio of its applicable Limit of earned premium for that period and send Insurance to the total applicable limits of notice to the first Named Insured. The due insurance of all insurers. date for audit premiums is the date shown as f. When this insurance is excess, we will the due date on the bill. If the sum of the have no duty under Business Liability advance and audit premiums paid for the Coverage to defend any claim or "suit" policy period is greater than the earned that any other insurer has a duty to premium, we will return the excess to the first defend. If no other insurer defends, we will Named Insured. undertake to do so; but we will be entitled 3. The first Named Insured must keep records of to the insured's rights against all those the information we need for premium other insurers. computation and send us copies at such times I. Premiums as we may request. 1. The first Named Insured shown in the K. Transfer of Rights of Recovery Against Others Declarations: to Us a. Is responsible for the payment of all 1. Applicable to SECTION I — PROPERTY premiums; and Coverage: b. Will be the payee for any return premiums If any person or organization to or for whom we pay. we make payment under this policy has rights 2. The premium shown in the Declarations was to recover damages from another, those rights computed based on rates in effect at the time are transferred to us to the extent of our the policy was issued. On each renewal, payment. That person or organization must do continuation or anniversary of the effective everything necessary to secure our rights and date of this policy, we will compute the must do nothing after loss to impair them. But you may waive your rights against another party in writing: 391-1003 08 16 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Page 80 of 81 a. Prior to a loss to your Covered Property. We waive any right of recovery we may have b. After a loss to your Covered Property only against any person or organization with whom if, at time of loss, that party is one of the you have a written contract, permit or following: agreement to waive any rights of recovery against such person or organization because (1) Someone insured by this insurance; of payments we make for injury or damage (2) A business firm: arising out of your ongoing operations or"your (a) Owned or controlled by you; or work" done under a contract with that person or organization and included in the "products- (b) That owns or controls you; or completed operations hazard". (3) Your tenant. This condition does not apply to Medical You may also accept the usual bills of lading Expenses Coverage. or shipping receipts limiting the liability of L. Transfer of Your Rights and Duties Under This carriers. Policy This will not restrict your insurance. Your rights and duties under this policy may not be 2. Applicable to SECTION II — LIABILITY transferred without our written consent except in Coverage: the case of death of an individual Named Insured. If the insured has rights to recover all or part of If you die, your rights and duties will be transferred any payment we have made under this to your legal representative but only while that Coverage Part, those rights are transferred to legal representative is acting within the scope of us. The insured must do nothing after loss to their duties as your legal representative. Until your impair such rights. At our request, the insured legal representative is appointed, anyone with will bring "suit' or transfer those rights to us proper temporary custody of your property will and help us enforce them. have your rights and duties but only with respect to that property. 391-1003 08 16 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Page 81 of 81 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 % of the California workers'compensation premium otherwise due on such remuneration. Schedule Person or Organization Job Description APPLIES AS BLANKET WAIVER FOR THOSE HAVING A WRITTEN CONTRACT WITH THE POLICY- HOLDER REQUIRING WOS FOR WC POLICYHOLDER EMPLOYEES . This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No. WD3-J562882-05 Endorsement No. Insured Insurance Company MASSACHUSETTS BAY INSURANCE COMPANY Countersigned By WC 04 03 06 (Ed 04-84) 1,424 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE PART A. The following is added to SECTION II — If you agree in a written contract, written LIABILITY COVERAGE, Paragraph A.1. Who Is agreement or written permit that the insurance An Insured: provided to a person or organization who qualifies Additional Insured if Required by Contract as an additional "insured" under SECTION II — LIABILITY COVERAGE, Paragraph A.1. Who Is If you agree in a written contract, written An Insured, subparagraph Additional Insured if agreement or written permit that a person or Required by Contract is primary and non- organization be added as an additional "insured" contributory, the following applies: under this Coverage Part, such person or organization is an "insured"; but only to the extent The liability coverage provided by this Coverage that such person or organization qualifies as an Part is primary to any other insurance available to "insured" under paragraph A.1.c. of this Section. the additional "insured" as a Named Insured. We will not seek contribution from any other insurance If you agree in a written contract, written available to the additional "insured" except: agreement or written permit that a person or organization be added as an additional "insured" (1) For the sole negligence of the additional under this Coverage Part, the most we will pay on "insured"; or behalf of such additional "insured" is the lesser of: (2) For negligence arising out of the ownership, (1) The Limits of Insurance for liability coverage maintenance or use of any "auto" not owned specified in the written contract, written by the additional "insured" or by you, unless agreement or written permit; or that "auto" is a "trailer" connected to an "auto" (2) The Limits of Insurance for Liability Coverage owned by the additional "insured" or by you; or shown in the Declarations applicable to this (3) When the additional "insured" is also an Coverage Part. additional "insured" under another liability Such amount shall be part of and not in addition to policy. the Limits of Insurance shown in the Declarations C. This endorsement will apply only if the "accident" applicable to this Coverage Part. Regardless of occurs: the number of covered "autos", "insureds", 1. During the policy period; premiums paid, claims made or vehicles involved 2. Subsequent to the execution of the written in the "accident", the most we will pay for the total contract or written agreement or the issuance of all damages and "covered pollution cost or of the written permit; and expense" combined resulting from any one "accident" is the Limit of Insurance for Liability 3. Prior to the expiration of the period of time that Coverage shown in the Declarations. the written contract, written agreement or B. The following is added to SECTION IV — written permit requires such insurance to be BUSINESS AUTO CONDITIONS, Paragraph B. provided to the additional "insured". General Conditions, subparagraph 5. Other D. Coverage provided to an additional "insured" will Insurance: not be broader than coverage provided to any Primary and Non-Contributory other"insured" under this Coverage Part. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. 461-0478 12 12 Includes copyrighted material of ISO Insurance Services Office, Inc.,with its permission Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO COVERAGE BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. 1. CANCELLATION EXTENSION d. Any business entity for which you have a financial interest greater Paragraph A. CANCELLATION 2. b. of the than 50% of the voting stock or COMMON POLICY CONDITIONS is otherwise have a controlling replaced with the following: interest after the effective date of b. 60 days before the effective date this policy or that is newly of cancellation if we cancel for acquired or formed by you during any other reason. the term of this policy. SECTION I -COVERED AUTOS The coverage provided by this provision is afforded until 2. EMPLOYEE HIRED "AUTOS" expiration or termination of this Description Of Covered Auto policy, whichever occurs earlier. Designation Symbols; Symbol 8 is replaced by the following: The coverage provided by this provision does not apply to any 8 = Hired "Autos" Only - Only those "autos" business entity described in d. you lease, hire, rent or borrow; including above that qualifies as an "autos" your employee hires at your insured under any other direction, for the purpose of conducting your automobile liability policy issued business. This does not include any"auto" to that business entity as a you lease, hire, rent, or borrow from any of named insured or would have your"employees" or partners or members of been an insured except for the their households. exhaustion of the policy limits or the insolvency of the insurer. SECTION II - LIABILITY COVERAGE The coverage provided by this 3. BROADENED NAMED INSURED provision does not apply to "bodily injury" nor"property The following is added to the SECTION II - damage" arising from an LIABILITY COVERAGE, Paragraph 1. Who accident that occurred prior to Is An Insured provision: your acquiring or forming the business entity described in d. above. Includes copyrighted material of Insurance Services Office, Inc. with its permission. Copyright, Insurance Services Office, Inc., 1996 461-0155 (9-97) 4. EMPLOYEES AS INSUREDS SECTION III - PHYSICAL DAMAGE COVERAGE. The following is added to the SECTION II - LIABILITY COVERAGE, Paragraph 1. Who 7. EXPENSE OF RETURNING A STOLEN Is An Insured provision: "AUTO" and SIGN COVERAGE e. Any employee of yours is an The following is added to SECTION III - "insured" while using a covered PHYSICAL DAMAGE COVERAGE, A.1. "auto" you do not own, hire or COVERAGE: borrow in your business or your personal affairs. d. Expense Of Returning A Stolen "Auto" 5. SUPPLEMENTARY PAYMENTS We will pay for the expense of The following amends SECTION II - returning a covered "auto"to you. LIABILITY COVERAGE, Paragraph 2. Coverage Extensions provision: e. Sign Coverage Paragraph (2) is replaced by the following: We will pay for loss to signs, (2) Up to $2500 for cost of bail bonds murals, paintings or graphics, (including bonds for related traffic as part of equipment, which are law violations) required because displayed on a covered "auto". of an "accident"we cover. We do not have to furnish these bonds. The most we will pay for"loss" in Paragraph (4) is replaced by the following: any one "accident" is the lesser of: (4) All reasonable expenses incurred 1. The actual cash value of by the "insured" at our request, the property as of the including actual loss of earnings time of the "loss"; or up to $500 a day because of time 2. The cost of repairing or off from work. replacing the damaged or stolen property with other 6. AMENDED FELLOW EMPLOYEE property of like kind and EXCLUSION quality; or 3. $2,000. The following is added to the SECTION II - LIABILITY COVERAGE, B. Exclusions 8. GLASS BREAKAGE DEDUCTIBLE Paragraph 5. Fellow Employee exclusion: The following is added to SECTION III- This exclusion does not apply if the PHYSICAL DAMAGE COVERAGE A. "bodily injury" arises from the use of a COVERAGE paragraph 3. Glass covered "auto" you own or hire. This Breakage - Hitting a Bird or Animal - coverage is excess over any other Falling Objects or Missiles: collectible insurance Any deductible shown in the Declarations as applicable to the Includes copyrighted material of Insurance Services Office, Inc. with its permission. Copyright, Insurance Services Office, Inc., 1996 461-0155 (9-97) covered "auto" will not apply to glass direction, for the purpose of breakage if such glass is repaired, conducting your business, for a rather than replaced. period of 30 days or less, of like kind and use as the "autos" you 9. TRANSPORTATION EXPENSE own, subject to the following: Paragraph 4. Coverage Extension. of The most we will pay for any one SECTION III - PHYSICAL DAMAGE loss is the lesser of the following: COVERAGE, A. COVERAGE is replaced with the following: a. $50,000 per accident, or b. cash value, or 4. Coverage Extension c. the cost of repair, We will pay up to $50 per day to a minus the deductible equal to the maximum of$1500 for temporary lowest deductible applicable to any transportation expense incurred by owned "auto" for that coverage. you because of the total theft of a Any deductible shown in the covered "auto" of the private Declarations does not apply to passenger type. We will pay only "loss" caused by fire or lightning. for those covered "autos" for which Subject to the limit and deductible you carry either Comprehensive or stated above, we will provide Specified Causes of Loss coverage equal to the broadest Coverage. We will pay for coverage provided to any covered temporary transportation expenses "auto" you own, that is applicable to incurred during the period beginning the loss. 24 hours after the theft and ending, regardless of the policy's expiration, If the loss arises from an accident when the covered "auto" is returned for which you are legally liable and to use or we pay for its "loss". the lessor incurs an actual financial loss from that accident, we will 10. HIRED AUTO PHYSICAL DAMAGE cover the lessor's actual financial loss of use of the hired "auto" for a The following is added to SECTION III - period of up to seven consecutive PHYSICAL DAMAGE COVERAGE, A. days from the date of the accident, COVERAGE: subject to a limit of$1,000 per accident. 5. Hired Auto Physical Damage 11. AUDIO, VISUAL AND DATA If hired "autos" are covered "autos" ELECTRONIC EQUIPMENT for Liability Coverage and if Physical COVERAGE Damage Coverage of Comprehensive, Specified Causes The following is added to SECTION III - of Loss, or Collision is provided PHYSICAL DAMAGE COVERAGE, A. under this Coverage Form for any COVERAGE: "auto" you own, then the Physical Damage Coverage(s) provided is 6. Audio, Visual and Data Electronic extended to "autos" you hire without Equipment Coverage a driver or your employee hires, without a driver, at your We will pay for"loss"to any electronic equipment that receives Includes copyrighted material of Insurance Services Office, Inc. with its permission. Copyright, Insurance Services Office, Inc., 1996 461-0155 (9-97) or transmits audio, visual or data signals and that is not designed b. Permanently installed solely for the reproduction of sound. in the opening of the dash This coverage applies only if the or console normally used equipment is permanently installed by the manufacturer for the in the covered "auto" at the time of installation of a radio. the "loss" or the equipment is removable from a housing unit With respect to coverage herein, the which is permanently installed in the LIMIT OF INSURANCE provision of covered "auto' at the time of the PHYSICAL DAMAGE COVERAGE "loss", and such equipment is is replaced by the following: designed to be solely operated by use of the power from the "auto's" 1. The most we will pay for all electrical system, in or upon the "loss" to audio, visual or data covered "auto", including its electronic equipment and any antennas and other accessories. accessories used with this However , this does not include equipment as a result of any tapes, records or discs. one "accident" is the lesser of The exclusions that apply to a. The actual cash value of PHYSICAL DAMAGE COVERAGE, the damaged or stolen except for the exclusion relating to property as of the time of Audio, Visual and Data Electronic the "loss"; or Equipment, also apply to coverage b. The cost of repairing or provided herein. In addition, the replacing the damaged or following exclusions apply: stolen property with other property of like kind and We will not pay , under this quality; or coverage, for either any electronic c. $500. equipment or accessories used with such electronic equipment that is: 2. An adjustment for depreciation and physical 1. Necessary for the normal condition will be made in operation of the covered determining actual cash value "auto" or the monitoring of at the time of the "loss". the covered "auto's" operating system; or 3. Deductibles applicable to PHYSICAL DAMAGE 2. Both: COVERAGE, do not apply to this Audio, Visual and Data a. An integral part of the Electronic Equipment same unit housing any Coverage. sound reproducing equipment designed If there is other coverage provided solely for the by this policy for audio, visual and reproduction of sound if the data electronic equipment, the sound reproducing coverage provided herein is equipment is permanently installed in the covered "auto", and Includes copyrighted material of Insurance Services Office, Inc. with its permission. Copyright, Insurance Services Office, Inc., 1996 461-0155 (9-97) excess. However, you may elect to covered "auto". If"loss" is apply the limit or any portion thereof caused by theft, this of coverage provided herein to pay number of days is added any deductible that is applicable to the number of days it under the provisions of the other takes to locate the covered coverage. "auto" and transport it to a repair shop. 12. RENTAL REIMBURSEMENT and MATERIAL TRANSFER EXPENSE 2. 60 days. The following is added to SECTION III - Our payment is limited to the lesser PHYSICAL DAMAGE COVERAGE, A. of the following amounts: COVERAGE: 1. Necessary and actual 7. Rental Reimbursement and expenses incurred, Material Transfer Expense including loss of use. This coverage provides only those 2. $3000. Physical Damage Coverages where a premium is shown in the This auto rental expense coverage Declarations. It applies only to a does not apply while there are covered "auto" described or spare or reserve "autos" available to designated to which the Physical you for your operations. Damage Coverages apply. If"loss" results from the total theft of We will pay for auto rental expenses a covered "auto" of the private and the expenses, incurred by you passenger type, we will pay under because of"loss"to a covered this coverage only that amount of "auto", to remove and transfer your your rental reimbursement materials and equipment from the expenses which is not already covered "auto" . Payment applies in provided for under the SECTION addition to the otherwise applicable III - PHYSICAL DAMAGE amount of each coverage you have COVERAGE, A. 4. Coverage on a covered "auto". No Extension. deductibles apply to this coverage. 13. AIRBAG COVERAGE We will pay only for those auto rental expenses incurred during the The following is added to SECTION III - policy period beginning 24 hours PHYSICAL DAMAGE COVERAGE, B. after the "loss" and ending, Exclusions, paragraph 3. regardless of the policy's expiration, with the lesser of the following The portion of this exclusion relating to number of days: mechanical or electrical breakdown does not apply to the accidental discharge of an 1. The number of days airbag. This coverage is excess of other reasonably required to collectible insurance or warranty. No repair or replace the deductible applies to this Airbag Coverage. Includes copyrighted material of Insurance Services Office, Inc. with its permission. Copyright, Insurance Services Office, Inc., 1996 461-0155 (9-97) 14. AUTO LOAN PHYSICAL DAMAGE imposed under a lease for excessive use, EXTENSION abnormal wear and tear or high mileage; security deposits not refunded by the lessor; The following is added to SECTION III - cost for extended warranties, Credit Life PHYSICAL DAMAGE COVERAGE, C. Insurance, Health, Accident or Disability Limit Of Insurance provision: Insurance purchased with the loan; and carry over balances from previous leases. When a "loss" results in a total loss to a covered auto you own for which a Loss This coverage applies only to the initial Payee is designated in this policy, the most lease for the covered "auto" which has not we will pay for"loss" in any one "accident" is previously been leased. This coverage is the greater of: excess over all other collectible insurance. 1. The actual cash value of the SECTION IV- CONDITIONS damaged or stolen property as of the time of the "loss"; or 16. DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS 2. The outstanding balance of the initial loan, less any amounts for The following is added to SECTION IV- taxes, overdue payments, overdue BUSINESS AUTO CONDITIONS, A. Loss payment charges, penalties, Conditions, 2. Duties In The Event Of interest , any charges for early Accident, Claim, Suit Or Loss: termination of the loan, costs for Credit Life Insurance, Health, d. Knowledge of any"accident", Accident or Disability Insurance claim, "suit" or"loss"will be purchased with the loan, and deemed knowledge by you when carry-over balances from previous notice of such "accident", loans. claim, "suit" or"loss" has been received by: 15. AUTO LEASE PHYSICAL DAMAGE EXTENSION (1) You, if you are an individual; (2) Any partner or insurance The following is added to SECTION III - manager if you are a PHYSICAL DAMAGE COVERAGE, C. partnership; or Limit Of Insurance provision: (3) An executive officer or insurance manager if you are If, because of damage, destruction or theft a corporation. of a covered "auto", which is a long-term leased "auto", the lease agreement between 17. BLANKET WAIVER OF you and the lessor is terminated, "we"will SUBROGATION pay the difference between the amount paid under paragraph C. LIMIT OF INSURANCE Paragraph 5. Transfer Of Rights Of 1. or 2. and the amount due at the time of Recovery Against Others To Us, "loss" under the terms of the lease SECTION IV- BUSINESS AUTO agreement applicable to the leased "auto" CONDITIONS, A. Loss Conditions is which you are required to pay: less any fees replaced by the following: to dispose of the auto; any overdue payments; financial penalties Includes copyrighted material of Insurance Services Office, Inc. with its permission. Copyright, Insurance Services Office, Inc., 1996 461-0155 (9-97) 5. Transfer Of Rights Of Recovery 19. HIRED AUTO—WORLDWIDE Against Others To Us COVERAGE If any person or organization to or The following is added to SECTION IV- for whom we make payment under Business Auto Conditions, B. General this Coverage Form has rights to Conditions, paragraph 7. Policy Period, recover damages from another, Coverage Territory provision: which have not been waived through the execution of an "insured e. Outside the coverage territory contract", written agreement, or described in a., b., c., and d. permit, prior to the "accident" or above for an "accident"or"loss" "loss" giving rise to the payment, resulting from the use of a those rights to recover damages covered "auto" you hire, without a from another are transferred to us. driver, or your employee hires That person or organization must do without a driver, at your direction, everything necessary to secure our for the purpose of conducting your rights and must do nothing after the business, for a period of 30 days "accident" or"loss" to impair them. or less, provided the suit is brought within The United States 18. UNINTENTIONAL FAILURE TO of America or its territories or DISCLOSE INFORMATION possessions. The following is added to SECTION IV SECTION V - DEFINITIONS BUSINESS AUTO CONDITIONS. B. General Conditions, paragraph 2. 20. MENTAL ANGUISH Concealment, Misrepresentation Or Fraud: Paragraph C. "Bodily injury", SECTION V- DEFINITIONS is replaced by the following: Your unintentional error in disclosing, or failure to disclose, any material fact C. 'Bodily injury" means bodily injury, existing after the effective date of this sickness or disease sustained by a Coverage Form shall not prejudice your person including death or mental rights under this Coverage Form. anguish resulting from any of these. However, this provision does not affect our right to collect additional premium or exercise our right of cancellation or nonrenewal. Includes copyrighted material of Insurance Services Office, Inc. with its permission. Copyright, Insurance Services Office, Inc., 1996 461-0155 (9-97)