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BERG & ASSOCIATES, INC. (2)
INSURANCE ON FILL WORK MkY PROCEED A-2025-075-03 UNTlI_INSURANCL L;tiMfk:3,. CITY C, '11" ©AI AUG 2 0 202 AGREEMENT WITH BERG & ASSOCIATES, INC. TO PROVIDE vw ( � ON-CALL WATER RESOURCES CONSTRUCTION MANAGEMENT AND J°so-Iue Oil na(0Z) INSPECTION SERVICES THIS AGREEMENT is made and entered into on this 20"'day of May,2025 by and between Berg & Associates, Inc., a California corporation ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On January 14, 2025, the City issued Request for Proposal ("RFP")No. 25-011, by which it sought Consultants to provide on-call water resources construction management and inspection services on behalf of the City of Santa Ana'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 No. 25-011, which is attached hereto as Exhibit A. Consultant's responsive proposal to RFP No. 25-011 shall be incorporated herein by reference as though fully attached to this Agreement. C. Consultant was selected as one of six (6) vendors which qualified for this engagement. Only those consultants approved by the City Council on May 20, 2025 shall be eligible to be engaged by the City for these services. D. 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 On an on-call basis, and 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 frilly and adequately complete the services described and set forth in Scope of Services - Exhibit A, attached hereto and incorporated herein. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit B, attached hereto and incorporated herein. Consultant is one of six (6) consultants selected under RFP 25- 011. The total compensation for these services provided by all such consultants selected Page I of 9 under RFP 25-011 shall not exceed the shared aggregate amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) 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 the date first written above for a three (3) year term with the option for the City to grant up to two (2), one (1)year renewals, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. 4. 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. 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 our 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 Page 2 of 9 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. b. 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 and Limit of insurance. • 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 $2,000,000 per occurrence and $4,000,000 aggregate. Required policy limits can be met with primary and umbrella/excess insurance policies. • 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. • Workers' Compensation: as required by the State of California,with Statutory Limits, and Employer's Liability Insurance with limit of no less than$1,000,000 per accident, policy or employee,for bodily injury or disease. Coverage is not required if Consultant has no employees and signs request to waive such insurance. • Professional Liability Insurance: with limits no less than $1,000,000 per occurrence or claim, and$2,000,000 aggregate. • If Consultant maintains broader coverage and/or higher 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 above required insurance policies are to contain or be endorsed to contain the following provisions: • 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. • Consultant's Insurance company(ics) 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. Page 3 of 9 • 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. • 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. • 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. • Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: Public Works Agency, 20 Civic Center Plaza (M-21), 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 l of this Agreement; and (2) Page 4 of 9 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. S. 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 doc-uments 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 sane 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 Page 5 of 9 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. Page 6 of 9 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 iminediately 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: Page 7 of 9 To City: City Clerk City of Santa Ana 20 Civic Center Plaza(M-30) P.O. Box 1988 Santa Ana, California 92702-1988 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 To Consultant: Berg &Associates, Inc. Attn: Alicia Berg, VP 302 W. 5'h St., Suite 210 San Pedro, California 90731 Fax: 310-548-9195 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. [signatures appear on following page] Page 8 of 9 SIGNATURE PAGE TO AGREEMENT WITH BERG & ASSOCIATES, INC. TO PROVIDE ON-CALL WATER RESOURCES CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY F TA ANA e fifer . Hall "' Alvaro Nunez Cit City Manager APPROVED AS TO FORM: CONSULTANT SONIA R. CARVALHO City Attorney By: onathan T. Martinez BY: Alicia M. Berg Assistant City Attorney Title: Vice President RECOMMENDED FOR APPROVAL: Digitally signed by Nabil Saba Dabil2aba Date:2025.05.(}5 16:48:17-07'00' Nabil Saba, P.E. Executive Director Public Works Agency Page 9 of 9 CERTIFICATE OF LIABILITY INSURANCE DATE(Mri4YVD1YYYY) hill y- 1 06/11/2025 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). CO PRODUCER 951-656-2409 951-281-3900 nMAAME CT Patrick McCarrV McGarry Insurance Services Lic. OD20867 AL E : 951-656-2409 FAX Na: 951-281-3900 EMAIL A m pccarry@yahoo.com ccar ahoo.com INSURERS AFFORDING COVERAGE NAIC A Riverside CA 92508 INSURERA: Evanston Insurance Company 35378 INSURED 310-548-9292 310-548-9195 INSURERB: Security National Insurance Company 19879 Berg &Associates, Inc. INSURERC: Houston Specialty Insurance Company 12936 302 W. 5th Street, Suite 210 INSURERD: StarStane National Insurance Co. 25496 INSURERE: U.S. Specialty Insurance Company 29599 San Pedro CA 90731 INSURER F COVERAGES CERTIFICATE NUMBER: Ber 2 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADD POIJCYEFF POUCYEXP LTR TYPE OF INSURANCE POLICY NUMBER WDb MfDD LIMITS COMMERCIAL GE N ERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A DAMAGE T R N D CLAILIS_MADE ✓ OCCUR PRFMISES'Ea occurrence $ 100,000 3AA868458 03/01/2025 03/01/2026 MED EXP(Any one person) 3 5,000 PERSONAL&ADV INJURY $ 1,000,000 GEH L AGGREGATE U MIT APPLIES PER: GENERAL AGGREGATE s 2,000,000 ✓ POLICY❑JECT ❑ G LOG PRODUCTS-CGMPlOP AGG s 2,000,000 OTHER $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ 1,000,000 B ✓ ANY AUTO SPP1808450 02 03101/2025 03/01/2026 BODILY INJURY"(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident Medical $ 5,000 UMBRELLA LIAB ✓ OCCUR ESB-HS-UCX-0000862-01 03/0112025 03/01/2026 EACH OCCURRENCE $ 4,000,000 C ✓ EXCESS LIAB CLAINIS-MADE AGGREGATE $ 4,000,000 DED I I RETENTION$ $ WORKERS COMPENSATION ✓ STATUTE ERH BI AND EMPLOYER$'LIALITY YIN T10251022 03/0112025 03/01/2026 ANYPROPRIETORIPARTNFR1FXFCUTIVF E.L.EACH ACCIDENT $ 1,000,000 D OFFICERIM EMS EREXCLUDED? NIA (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 Ues,describe under SCRIPTION OF OPERATION$b?Ipav E.L.DISEASE-PQUCY LIMIT $ 1,000,000 E Professional Liability LISS 25 35470 03101f2025 03101/2026 Liability Per Claim: $1,000,000 Aggregate Limit: $2,000,000 DESCRIPTION OF OPERATIONS f LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be atlached if more space Is required) Re; RFP 25-011 On-Call Water Resources Construction Management and Inspection Services Digitally signed Tu Tran byTuTran Nguyen NguyenDate:2025,0oo9 APPROVED By Tu Tran Nguyen at 7.26 am,Jun 19,2025 CERTIFICATE HOLDER CANCELLATION City of Santa Ana Attention: Public Works Agency-Jose Medina SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 220 S, Daisy Avenue, M-85 ACCORDANCE WITH THE POLICY PROVISIONS. Santa Ana, CA 92703 AUTHORIZED REPRESENTATIVE Oc 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY CG20331219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - AUTOMATIC STATUS WHEN REQUIRED IN A WRITTEN CONSTRUCTION AGREEMENT WITH YOU This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FART A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured any person or additional insureds, the following additional organization for whom you are performing exclusions apply: operations when you and such person or This insurance does not apply to: organization have agreed in writing in a contract or agreement that such person or organization be 1. "Bodily injury", "property damage" or "personal added as an additional insured on your policy. Such and advertising injury" arising out of the person or organization is an additional insured only rendering of or the failure to render, any with respect to liability for "bodily injury", "property professional architectural, engineering or damage" or "personal and advertising injury" surveying services, including: caused, in whole or in part, by: a. The preparing, approving, or failing to 1. Your acts or omissions; or prepare or approve, maps, shop drawings, 2. The acts or omissions of those acting on your opinions, reports, surveys, field orders, change orders or drawings and behalf; specifications; or in the performance of your ongoing operations for b. Supervisory, inspection, architectural or the additional insured. engineering activities. However, the insurance afforded to such additional This exclusion applies even if the claims against insured: any insured allege negligence or other 1. Only applies to the extent permitted by law; and wrongdoing in the supervision, hiring, 2. Will not be broader than that which you are employment, training or monitoring of others by required by the contract or agreement to provide that insured, if the "occurrence" which caused for such additional insured. the "bodily injury" or "property damage", or the offense which caused the "personal and A person's or organization's status as an additional advertising injury", involved the rendering of or insured under this endorsement ends when your the failure to render any professional operations for that additional insured are architectural, engineering or surveying services. completed. CG 20 33 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 2 2. "Bodily injury"' or "property damage" occurring C. With respect to the insurance afforded to these after: additional insureds, (lie 'following is addod to a. All work, including materials, parts or Secti-on Ili—Limits Of Insuronpe.: equiprne.ntfurriished in aonneatior)with such The most we Will pay on, behalf of the.additional work, 'off the- project (other than service, Insured is the amount of insurance:: maintenance or:rppairs) to be performed by 'I. Required bythscoritractoragreeh�ent.you_have or on behalf of the additional Insured_ at entered into With:the additional insured; or the location of the covered_operations has been completed; or 2. Available under the applicable limits of b. That-portion of"your work" out of which the insurance; injury or damage arises.has:been put to its whichever is less. interided use by any person at orgenizatibn This endorsement shall not increase the applicable- Other than another contractor or limb.rif insurance. sub-contraetor engaged in performing Operations for a principal as a part ofi the same project Page 2 of 2 0 Insurance Services Off.ice, Inc., 2018 :CG'24 33 1210 COMMERCIAL GENERAL LIABILITY POLICY NUMBER:,3AA868458 MARKEV EVANSTON INSURANCE COMPANY THIS.ENDORSEMENT:CHANOES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET WAIVER,OF TRANSFER OFAIGHTS OF RECOVERY -AGAINST OTHERS TO US This" andbns*W'0 Mm' 'adiflies:iinsqi`ahce ptoVid 6d under t of 110VI g, CQM.MERCIAL GENERAL LIABILITY COVERAQE FORM SCHEDULE Name=df Person Or 6rganization: Anypersan( 'or orga,nlzalian(�)-With whom. the,Named Insured qureos, In written contract executed prior 10 the"'occlurrencel% to waive rights,of recovery Adolgonal Orem.ju.m. The following is added to. Condition -0. T06mafor Of Rights Of Rebbvwy ib U under l 0n:Against Others T s dd ed 6 IV Carhmbrcial General Liability Conditinos, We Walve '-ny dgHt of recovery W& may have against any person or .or6anliz9tlot) shb.Wh In. the. Schadble of lhis This walver-applies-Dllly to the person or organization shown In'theL.Schedule of thisendprsement, All.otlior torms.and Qc!nditibn%remMn unchanged. MEGL 0241-0105 16 lnoludes,:copyrjghted material of Insurance Services Office? Inc, Page 1 of 1 with its.permission. COMMERCIAL GENERAL LIABILITY CG 20 0104 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY OTHER. INSURANCE CONDITION This ondorsement modiflea Insurance provided onder th8ftillowl rig., COMMERCIAL GENERAL.LIABILITY COVERAGE PART PRQQ,UQTS./QLOMFLETEQ OPERATIONS.LIABILITY COVERAGE PART the following is -added to the Other Insurance (2) You have agreed In writing In a contract or Condition- and supersedes any "provision 16 the agreemeht, that this. insurance would be cantYary ..p ri N -Would . r ritributio ma and not teek Q R Prlthar�And.Noncontributory I nsurance- froth any other' insurance AV6110�je. to the This insurance is primary to and will not.seek oddf(jonal insured, contribution from any other insurance raVallable W Q' In OddltlionOl Insured under `your policy provided that; (1) Thb:add[tiohal Insured Is--a Named InSured .under 6_goh pther insurance; and C.G 2'0 0104 13 Q Insurance Services Office, InG.,20,12 Page 11 .6f 1 WORKERS.COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 04784) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT—CALIFORNIA Vye have the right td recover our payments from anyone liable for.an injury 6 ered by this policy: We Will hot ehforco our right against the person or organlzatiQh ha'rnod in the Schedule. (This agreement applies only to the eXterit that you perfori'n work under a Written;contract that requires you to obtain this agreometi figrri US:} You must maintain payroll records accurately aegregatincg the remuneration of your employees while:engaged in the work described in the Schedule. The additional prerh!Wm for this:oridbrsernent shall be._ "` % of the Califcirnia workers'compensation prerniuM othetwise d ae on such remunoratior. Schedule Person of Organiizatnoin Job Description WHERE YOU ARE REQUIRED BY WRITTEN CONTRACT TO jOBTAtiv THIS AGREEMENT FROM US; PROVIDED THE CONTRACT 1S 51GNEQ AND DATE© PRIOR Tq THE DATE OF LOSS TO WHICH THIS WAIVER APPLIES. IN NO INSTANCE sHALL THE PROVISIONS AFFORDED BY THIS ENDORSEMENT BENEFIT ANY COMPANY OPERATING AIRCRAFT FOR KI RE. *The premium charge for this endorsement shall be 2% of the premium developed in the State of California; but not less than$500 policy minimum premium. This.endorsernerit ehang6s;the policy tp 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:ta preparation of the policy.) Endorsement Effective 03-01.20.25 policy,No. T10251022 Endorsement No. Insured Berg&-Associates Inc Policy-Effective Date 08.01-2025 Insurance Company StarStone-Naional Insurance Company Counte.rsigned:.By WC 04 03 06 (Ed. 04-84) 01.998 by the Rating Bu"rmau of California:,fit rfoits resarwed, POLICY NUMBER: S.P.P1806450 02 COMMERCIAL AUTO CA990167 0.715 This Endorsemeht Changes The PiDlicy. Please e Road It Carefully BUSINESS :AUTO COVERAGE EXPANSION ENDORSEMENT This endorsement modifies.jnswanoe provided by the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by fts endarsemarii, the provisions of-the-GOV5RAGE FORM apply unless modified by the endorsement. Ai Newly ApcItpred"ot F.0-rendd 6. An"employee"of yours 1 " e .s an "insured" 6r9anizatioiris,.Employee Hired Car: While operating "auto"hired ar.rontbd gan au 0 01&11611KV.Ind Blanket Additional Insure uridef a contract or agreeffiont in that Status.for Ceftalri. Entities. loomMoyeeW, with your It6m 1. Whq;is,06 Insured of POO r0ph A. porns i sion,while performirig duties Cbv6fage.under SECTION 11—COVERED -related to the2,,:r-ondum of yoqr.buginess.. AUTOS LIABILITY COVERAGE is f. Ahy Oorgon.or org6hJzatiQriyour are emended to:Add;, rsq W?W by,writ(dh-contract or d. Any organization you newly acquire-or agreenieriC to,hame Eis an additional form, otherthan a partnership,joint. "insured",bu( Rh only w tedpect to, venture arfirnited liability.com.pany�and. llabllity lcredteld in.whole or in part by overwhi 40ch: ch youmaintain-ownership of a majority interest greater than 50%), will ( I B. Increase Of Loss Earnings Payment qualify as a Named Insured; however; subpart.(4),pf a -S4p lofflohiiry Payments (1) (oyeraj'O 0609.t this pirdyk"gri is Of lterh:2- Coverage EktOrv§lofts Of affordOd only Upt.i.lfhe 186thAAy Fprogroph A. r- overagq undor SECTION 11. afl,ffr Y60_%;JLQ iro or forn!t"he, COVERED AU!68'LlAOILITY organization or the-'40 Of the policy COVERAGE is-amended to read: period, wh!C4pvbr it eadior; (4) We will pay reasohable expenses (2) coverage does not.apply.tar"bodily incurred by thW'insured"ai o.ue injury", "propotty daffia96!!or request;: includi iiq actuallo's of s "covered pollution or expense" earnings up to$1,000 per day that results from an "accident"which because-of time off frorb WA. occurred bef0e you acqUIred or C. 'Fellow Employee injured o By Covered fomned�the or'A izatl6h; and Auto You Own Or Hire (3y coverage does'not apply if;there-is Item S. Fellow Eenpidyoo Of P.1ragraph"13. 7 other sirnilar Insurance avallable'to Excl.OslonO. undeor SE.CTION. "COVERED that niz. atiotv A UTO at If'simIlar: $ LIABILITY COVERAGE is Insurance would have been amended.to add: available but for its' termination or te.rm.rip. the eih,aus' tion of-hs limits of' This exclusion does not 'the"bodily insurance.. inj Uryto results from the use of a covered Thl� ih'sureinc.e does nbt,�pply if auto' you own or hire. Such coverage as Is afforded,by this'provision is:excess over coverage for the hawly.acquirod or any other collectible insurance., formOd orgahiz9flon is-excluded eith.r6r by`the prbvis.16hg of this coverage forrb of by ondorsoment.. CA99M7 0715 Includes Copyrighte.4 Material of Insurance Services Offices, Inc. Page 1, of 5 Used with permission D. Limited,Autamatic Tainting Coverage. G. "Personal Effects"Coverage Item 2. Towing, of Paragraph A. Coverage, Item 4, Coverage Extensions of Paragraph Linder SECTION Ill— PHYSICAL DAMAGE A. Coverage; under SECTION 11.1 - COVERAGE is amended to read: PHYSICAL DAMAGE COVER..AI?E, is 2. Towing amended to add: "Personal Effects" Coverage We will pay for towing and labor costs each time that a covered: Is VVe will pay acival cash�yelue.for"loss"to disabled. All labor must be performer!at "Personal effects"of the"insured"while in khe place of disablerrjent of the covered a covered auto"subject to a maximum "aiita" lim it.bf:$2, d0 per"loss for ihat covered "auto"caused by the same."acicident No a. The Limit for towing and labor for deductible will apply to this coverage,. each disablement is$5.00, H. "Dow'"ni tii'ne Loss" Coverage b. No deductible applies tQ this cpve.Y- Item 4, oven a Extensions,of age Paragraph A.-Coverage; under SECTION. E: Item 3. Glass Breakage-Hitting A Bird Ill, PHYSICAL:DAMAGE COVERAGE, is Or Animal—Falling Objects or Missiles.of amended to:add: Paragraph.A. Coverage under--SECTION Ill —PHYSICAL DAMAGE COVERAGEa Is ``Dbjn►n#irrie toss"£overage arilerided to add, We.will payany resulting"downtimalose' Glass Repair Coverage expenses you sustain as a resuilt of i1 covered physical damage"loss"to,a W tn�ill 4uaive the Comprehensive covered "auto"up to a maximum of$100: ded"u-ctibl for Glass if brie is indicated oh per day;'far a rriaxirYtum.nf` U days fQr`tJie ypur covered "alto for glass repairs. We serrre physical damage "loss",subject to will repair at no cost to you any glass that the following canditiorts: can be reps+red without replacement, pr Vided the"Ions'"arises frbrY a covered 'a. We wfll pr vide:"downtime lass"beginning Comprehensive:"loss'"bi. our"auto". ors w the.5 dayafter e have-given you F. Increase Of Transportation.Expense our agreement,:to payfor repairs to a covered "auto"and you have given the Coverage ropoirfa'cility:your authorization to make Spbpart,a. Transportatlon Expensesvf repairs Item 4. Coverage Exteinsions of.Paragraph b Covotti for"doWnflnie loss"expenses. A. 0.0vopgo under SECTION 111 , will end vJher7:and of the fall.vv+nng occur; PHYSICAL DAMAGE:CQVERAGE is 1 You have a s are-or reserve ".auto'' arhended to read: t. ) available to you.#a continue your a. Transportati+�.r l=xpenses operations We Will pay up to$60.per,day to a (2) You purchase a replacerrierit"auto maximum of$1,00Q for tem orary transportation expense incurred by you (3). Repairs to your coverod "auto" havo because of the total theft of a.covered been dompleted by the repair"aciN'y "auto"of the private passenger type. and they determine th'e covered We will pay only for those covered "auto" is road-worthy: "autos"for which you carry either '(4)- You reach the 00 day maximum Comprehensive or Specified Causes of coverage. Loss Coverage or Theft Coverage. We will pay for temporary transportation expenses incurred during the period beginning48 hours after the theft and 'ending, regardless of the policy's when the covered "auto" is. returned-to use or we pay for its."loss". CA090107 0715 Includes Copyrighted Material of insurance Services Offices, Inc. Page 2 of 5 Used with permisslnn I. Item 4. Coverage Extensions, of d. Contraband or property in the course Paragrpph A_Coverage, under SECTION of.illegal transportation or.trade. Ill. PHYSICAL DAMAGE COVERAGE, is. amended to add: "LOW tausqd by theft;heft, unless there is evidence of forc6d entry intq the We will pay any resulting rental covorOd "auto"and-a'Police report is *mburserneht-exppNg -Q5 incurred by you for A rental Of.00 llaul:67 bqc8iuse of"!Qbs"to zi K. Accidental Airbag Discharge Coverage per day,fqrq.Mz(xjMuM . . of 30-0 4yp foe the sarne Item 3.-a. of Paragraph B. . Exclusions under .physical dambge subject to the SECTION Ill— PHYSICAL.DAMAGE 0116WI00 con-iditions: COVERAGE 19 amo.ndod to read: a. We will provide rental reimbursement. a. Wear and.tea(,jr667_In0, rnechank4 incurred during the.policy period 6re lecttical The beginning;24.h6urs after the"loss"and 0010§fOrk relating to Werb6iii.cal ending, regardless of the policy brew-dbft 0Q0$ not apply to the expirallloh.,.viith,the,number of Adys jaociderithl di$_ itar`gc!bf 0h airbag. reasonably required to repair or replace L. Loan-or Lease GapCoverage the covered"auto'.. If the'loss" is Paragraph C. Limit of Ins uranQe under caused,by theft; this number of days is I SECT ONIIi—l?l 11(SICAL DAMAGE 'the.hurnberof days it takes to locatethe 60 EkAOIFE is or76indad to add: .covered "auto"and return It to you or the hurT)bdr,6f days.-Ittakes for'the-.claim to If a Covered owned or leased and be bettle'd,.whichavercornes first. if We.-Prbvide Physical Da rrlagee Coverage o.n it,we Will pay, in the event of a coveted b. Our payrnont Is limited to necesgary and On actual ex total. y1inpoid amdunf.due-:6othe . . . pans8s Incurred. Ws6,car loan fora covered "AUW"' less: o. This not 7po..0,ly while - e, a. Theamount paid under the Ph ys icallhsrq:arq;spare p resery autasA Damage Coverage Section of the.�ayWI6.bl.e 16..YOU fQ(your operajions` "- rand policy, d. If results from the total theft of a 4. Ah)t covered "auto."of the private passenger type,we will pay under this coverage 01 Overdue lease or loan only that amount of your rental payments.incl udin.g.pe.nalties., reimbursement expenses which is not interest or other charges already provided forunder-the Physical resulting,from overdue Damage Ooverage Extension. paymentsat the:time of the J. "Oer$, hall Effects" Egelusloil Finanpial ppioaltieS,'impased Paragraph S. ExqAus'ldnt uhderSECTION under '.tome.for exroog�. j.ve wso, Ill— PHYSICAL DAMAGE COVERAGE, is a.bnorMalWeor and tear or high Amierided to add: OPersonal Effects" Exclusion (3) Costs*)r extended warranties, We Will not pay.fOr"loss" to`personal' -,Health,Credit Life InsuranbL effects"Of any of thei.fdllqWlng; Adcideht of a. Accounts,bills,currency, deeds, purch.4s6dwith the loan or., evidence'6f debt, money, notes.,. tease; securities or commeroial paper or .(4) Security deposits not refunded otherAoouments&value. by1he lessor;and .b. 15411onj gold, d, silver,. pja..tinum,.or olh-qr qar�"vef bglahco$from precious olloyaq metals;furs or fur previo0s 16AM8 be lap"s gaivrnobt Jewelry; wptp e hes; preclo.u.8 at sornl-pr6cious stones: c. POInt!rigs,statuary and oth6r works of -art. CA990187. 0715 Includes Copyrighted Material of Insarance'Sarvices Offices., Inc. Page 3 of` Used V4ith permission M. Aggregate Deductible (3) An "executive:officer"ur director,,if Paragraph P. Deductible under SECTION You are a corporation: III— PHYSICAL DAMAGE COVERAOE is (4)..A Mar%or nr memb0r, if you are a ame'rided to add; limited liability company; [regardless of the-number of covered (�} Your insurance manager;or "autos"Involved in the.same "loss", only (6) Your legal representative. one deductible will apply to that"foss". If the deductible amounts vary by"autos"; P. W.aiyer'Of.Subrogatior ForAuty Liability then only the highest.applicable deductible Losses Assumed Unifier Insured Contract will apply to that".loss''. item 5.Transfer Of Rights Of Recovery N. Diminishing Deductible Against Others To Us.of Paragraph A. Lass Conditions under SECTION IV— Pbragraph D. Dedu,ctilblo under SECTION BUSINESS- AUTO:.CONDITIONS is III—PHYSICAL DAMAGE COVERAGE is amended`to read: amended to-add; S. Trensfer of Rights of-Recovery Any°deductible will be reduced by the Aj. �nst Others ToUs percentage indicated below on the first "loss" reported during the corresponding If any person or orgariizatran to or for policy-period, whom we make payments under'-this: Coverage Form has rights'to'recover damages from another thiase rights are Loss R46 Pol icy Period$ Dedudflbid transferred to us;.That pers"on or Ul IM the.Expanalon Reduction orirtW organization most do everything l=rid[irsemerit first"loss" necessary to secure.our rigt.ts and must t �y do nothing Iafter ah ':accrdoht"or"Igss" .2a�tilo to impeir them. 146wever,:if the.insured liras waived those rights td reWV& 5(74l through a written contr`aot,we will waive d 75�Ia any right to redovI ry we may ha\ie 5 iao%, under"this CdVerage Fprrrr, If we pay.a Physical Damage"loss during Q-. Insiuranoe'Is PrImary-an'd the policy period under,any BUSINESS. Noncontributory AUTO cOVERA( E FORM you have with Subpart'a.of Item 5, Other Insurance of us; your deductiblel stated in the Paragraph B General Conditions;under DedarOions;page of each such SECTION IV—BUSiNES.S AUTO COVERAGE FORM Will not be-reduced on CONDITIONS is:arrrohdibod.to lead; any subsequent claims during the remainder a. This insurance is primary and of your poiiey period and your deductible reduction will revert back to.0% for each noncontributory; as;respects any,other insurance; if required:in..a written .such G:CSI/FI�AGr^fQFtM if,caverage is contract with you.. renewed. p. Krrovvledgi of Loss al�ii Nc►tir~e 7o Us. R. Other lrssu.rance--Mired A to Physical Damage Suli:sectrdn a. of Item 2, Dutiles In the;Everit Sukiparf b. of item.5..l tl er[rysurance of of Accident;;Claim; Sint or Loss.,of Paragrdph 13 General Conditions_Under Paragraph A. Loss Conditions under SECTION I1I�_BUSINESS AUTOSECTION IV BUSINESS AUTO. CONDITIONS I5 armeikded to add; CONDITIONS i$�amendod to read: However; prompt notice of the "'accident,', b. For hired Auto Physical Damage Coverage',the following°are deemed claim! "suit"•ar"lnss"to us or our authorized:representative-only applies to be covered"'autos"you awn: afterthe"acciderif' claim,"suit"or"loss is (1) Any covered "auto"yoia fie se, known to: hire, rent`a bgrrow;'and. 0). You, f'you are an individual; (2) A partner, if you area partnership; CA006187 0715 Includes Copyrighted Material of Insurance`Services Offices, inc. Page 4 of 5 Used with permission (2) Any covered''auto" hired or rented by your "employee"under a contract in thatindividual "employee's"name:wilh your permissim,,while:performing duties related to the eonduct`of your business. However, any"auto"that.is leased,Hired, rented or burrowed with a ddvor is ridt a. Covered"auto..". S. Unintentional Fail.ure'To Disclose Hazards Paragraph B. teneral Conditions under SECTION IV—gWSINESS.AUTO'CONDI- TIONS is arnended fo add. 9. Yraur failure to disclose all hazards cxisting;as of the inreptran:date of this. pak—shall not`grejudice th'e:caver�ge -; ffbrded by this poll ' .P rovided tliat. such failure to disclose all haiz,0 s i$not. intembonal, However,you must report Wdtf previously undisclosed:hezard$to us as 5o6ri ss practicable,after its discovery. T. Additional Definition $IECTI:ON V_DEFINITIONS is;Am ended to add: ``Psrsohal effects" means perogoal prdperty dwned by the"insurd0", "Downtime loss"means actual ids$of "Wu i 6" incorrie"'for-the period of time: that.;a cover%'d" utq": 1. Is out of service forrepair_or replacement.,as a result;:vf:a covered physical domage:"loss"and 2. is in tiie cgstody of'a ropair facility if 00 a total"Ivss ``gwsirioss lhoorine"Means 11. Net income(Net Profit or Loss before incomer taxes) that would have,been earned or Incurred; and Z. Conti nuing'normgl operating expenses Incurred, including payroll.. It' this enclotsement, Heactihas acid Titles are ineerted_stalely far he:converlidhce and. ease of.references They do not iiftdt the cciverage provider! by "this endoesiimer nor do they constitute any part of the:terms and. conditions of .this endorsement; All other policy wording not specifically changed, modified, or replaced by this o idnesement wording remains in effect. C'A99D187 0713 Includes Copyrighted Material of Insurance Services Offices, Inc. Page 5 of 5 Used with permiission THIS ENDORSEMENT CHANGES,THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY OTHER INSURANCE CONDITION This endorsement modifies insurance,provided.under the following: BUSINESS AUTO COVERAGE-FORM mO'TOk q.AR-R-IE.R COVERAGE FORM With respect to the Other In4ueande Condition in the Business Auto Opyerp9e Farm qn4,theOtherl Insurance Primary And rzxcess. Insurance Provisions. Condition in, Itka Motor:Carrier Coverage Form, the f6flowin added: is Primary and Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additlonal Insured underyour Policy provided that: ,(i) The additional insured is.a Named Insured.under such other insurance; and ( ) You Nye agreed-inw.riting in a oo ntrgct-0(a rerement that thisiIiisutailoo w6uld be primary and would n�at seek.cont-d'ibution from any other insuran.p.a available to the additional.insured. . Tho-proVl§ibhsbflhisi--hdorsomoht supersede any provi of to the' dohtrafy- CA090528'0816 Includes copyrighted material of lh.surAnco Services Office, Inc. Page I of I with its pOrmissiph USS 25 35470 (B) Assistance and Cooperation Every Insured shall cooperate with the Company and its representatives and, upon the Company's request, shall submit to examination and interrogation by a representative of the Company, under bath if required; shall attend hearings, depositions and trials; shall assist in effecting settlement; shall cooperate in securing and giving evidence, obtaining the attendance of witnesses and in the conduct of suits; and shall give a written statement or statements to the Company's representatives and meet with such representatives. for the purpose of investigation and/or defense, all without charge to the Company, except as stated in Section I.I. (C) .of this Policy. Every Insured shall further cooperate with the Company and do whatever is necessary to secure and effect any rights of indemnity, contribution or,apportionment that any Insured may have. As. a condition precedent to every Insured's rights under this Policy, every Insured agrees not to settle or offer to settle any Claim, incur any Claim Expenses, or otherwise assume any contractual obligation, or admit any liability with respect to any Claim without the prior written consent of the Company. Every Insured must take -all reasonable action, within its ability, to prevent and/or mitigate any Claim or Loss which could be covered under this Policy and agrees that it shall not take any action which in any way_ increases the Company's exposure under this Policy. (C) Audit The.Company may examine and audit any Insured's hooks and records at any time during the Policy Period and after the final termination of this Policy and may require reports as far as they relate to the subject mailer of this Policy. (D) Subrogation In the event of any Claim or payment under this Policy, the Company shall be subrogated. to the extent of such Claim or payment to all rights of recovery therefore, and an Insured shall execute all documents required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company to effectively bring suit in the name of any Insured. An Insured shall do nothing after a Claim is made against them to prejudice such right$. However, it is agreed that the Company waives its rights to recover against any Insured's client to the extent that any Insured had, prior to the Claim at issue, a written agreement with the. client to waive.such subrogation rights. Any and all such subrogation rights that may accrue as against any and all other parties shall remain intact and unchanged. Any more recovery (after first deducting. the costs and expenses incurred. by the Company in obtaining such recovery) shall first be paid to the Company to the extent of any Loss or Claim Expenses incurred by the Company, with the balance paid to an Insured. (E) Other Insurance i AEep 4240(06'.13) Page 16 of 21 CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY) .....��" 04/22/2026 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 endorsements. CONTACT PRODUCER 951-656-2409 951-281-3900 NAME: Patrick McCarry McCarty Insurance Services Lic. OD20867 PHONE . 951-656-2409C No: 951'2$1'3900 SNAIL mccarr ahoo.00m ADDRESS: p INSURE 3 AFFORDING COVERAGE NAICP Riverside CA 92508 INSURERA, Evanston Insurance Company 35378 INSURED 310-548-9292 310-548-9195 INSURER B• Re ublic-Van uard Insurance Corn pany 40479 Berg &Associates, Inc. INSURERC. Houston Specialty Insurance Company 12936 302 W. 5th Street, Suite 210 INSURERD:State National Insurance Company, Inc. 12831 II4SURERE U.S. Specialty Insurance Company 29599 San Pedro, CA 90731 INSURER COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT To WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, LXCLUSIONSAN❑CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR I ADDLSUBR TYPE POLICYEFF POLICY EXP LIMITS LTR POLICYNUMBER MMID MM1Dd COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A CLAIMS-MADF ET RENTED ✓ OCCUR PREMDAMISES S aCLurrencE $ 100,400 3AA980397 03/0112026 03101/2027 MED EXP{Any one person) $5,000 PERSONAL&ADV INJURY $ 1,000,000 GFMLAGGRFGATE"MIT APPLIES PER- GFNFRALAGGRFGATF 62,000,000 ✓ PDUGY n jECT n LdC PRODUCTS-COMP1dPAGG $2,000,000 DTHFR F AU i"OMOBILE LIABILITY COMBINED O MB GEMSINGLE LIMIT $ 1,000 000 B ✓ ANY AUTO RVA107971 MO 03/0112026 03/01/2027 BODILY INJURY(Per person) OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per ausclent) $ FIRED NON-OWNED PROPERTYUAMACE $ AUTOS ONLY AUTOS ONLY 4Per accident Medical $ 5,000 UMBRELLA UAB ✓ OCCUR ES13-1-13-UCX-0000862-02 03101/2026 03/0112027 FACH OCCURRENCE $4,000,000 [�' ✓ EXCESS LIAB CLAIMS-MADE AGGREGATE $4,000,000 DED I I RETENTION$ $ WORKERS COMPENSATION ✓ PER OTH- AND EMPLOYERS'LIABILITY YIN TJM-WC-000162-00 0310112026 03101/2027 STATUTE ER ANYPROPRIFTDRIPARTNFRJEXFCUTIVE D OFFICERIMEMBEREXCLUDED? NIA E.L.EACH ACCIDENT $ 1,000,000 {NlandatoryinNH) E.L.DISEASE-EA EMPLOYEE $ 1,000.000 If yes.[describe under DESCRIPTIDN OF OPERATIONS below F.L.DISFASE-POLICY LIMIT $ 1,000,000 E Professional Liability USS 26 36394 03/01/2026 OW0112027 Liability Per Claim: $1,000,000 Aggregate Limit: $2,000,000 DESCRIPTION OF OPERATIONS!LOCATIONS I VEHICLES JACORD 101,Additional Remarks Schedule,maybe attached if more space is required) Re: RFP 25-011 On-Call Water Resources Construction Management and Inspection Services JAPPROVED By,!ROVED Nguyen at 9:21 am,Apr 28,2026 CERTIFICATE HOLDER CANCELLATION City of Santa Ana Attention. Public Works Agency-Jaime Arias SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 215 S. Center Street, All-85 ACCORDANCE WITH THE POLICY PROVISIONS. Santa Ana, CA 92701 AUTHORIZED REPRESENTATIVE QQ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY CG20331219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - AUTOMATIC STATUS WHEN REQUIRED IN A WRITTEN CONSTRUCTION AGREEMENT WITH YOU This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured any person or additional insureds, the following additional organization for whom you are performing exclusions apply: operations when you and such person or This insurance does not apply to: organization have agreed in writing in a contract or agreement that such person or organization be 1. 'Bodily injury", "property damage" or "personal added as an additional insured on your policy. Such and advertising injury" arising out of the person or organization is an additional insured only rendering of, or the failure to render, any with respect to liability for "bodily injury", "property professional architectural, engineering or damage" or "personal and advertising injury" surveying services, including: caused, in whole or in part, by: a. The preparing, approving, or failing to 1. Your acts or omissions; or prepare or approve, maps, shop drawings, 2. The acts or omissions of those acting on your opinions, reports, surveys, field orders, behalf; change orders or drawings and specifications; or in the performance of your ongoing operations for b. Supervisory, inspection, architectural or the additional insured engineering activities. However, the insurance afforded to such additional This exclusion applies even ifthe ciaims against insured. any insured allege negligence or other 1. Only applies to the extent permitted by law; and wrongdoing in the supervision, hiring, 2. Will not be broader than that which you are employment, training or monitoring of others by required by the contract or agreement to provide that insured, if the "occurrence" which caused for such additional insured. the "bodily injury" or "property damage", or the offense which caused the "personal and A person's or organization's status as an additional advertising injury", involved the rendering of or insured under this endorsement ends when your the failure to render any professional operations for that additional insured are architectural, engineering or surveying services. completed. CG 20 33 12 19 O Insurance Services Office, Inc., 2018 Page 1 of 2 2. 'Bodily injury" or "property damage" occurring C. With respect to the insurance afforded to these after: additional insureds, the following is added to a. All work, including materials, parts or Section III —Limits Of Insurance: equipment furnished in connection with such The most we will pay on behalf of the additional work, on the project (other than service, insured is the amount of insurance: maintenance or repairs) to be performed by 1. Required by the contractor agreement you have or on behalf of the additional insured(s) at entered into with the additional insured; or the location of the covered operations has been completed; or 2. Available under the applicable limits of b. That portion of"your work" out of which the insurance; injury or damage arises has been put to its whichever is less. intended use by any person or organization This endorsement shall not increase the applicable other than another contractor or limits of insurance. subcontractor engaged in performing operations for a principal as a part of the same project. Page 2 of 2 O Insurance Services Office, Inc., 2018 CG 20 33 12 19 COMMERCIAL GENERAL. LIABILITY gig POLICY NUMBER: 3AA980397 MMKW EVANSTON INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM SCHEDULE Name Of Person Or Organization: Any person(s) or organization(s)with whom the Named Insured agrees, in a written contract executed prior to the "occurrence", to waive rights of recovery Additional Premium: The following is added to Condition B. Transfer Of Rights Of Recovery Against Others To Us under Section IV - Commercial General Liability Conditions.- We waive any right of recovery we may have against any person or organization shown in the Schedule of this endorsement. This waiver applies only to the person or organization shown in the Schedule of this endorsement. All other terms and conditions remain unchanged. MEGL 0241-01 05 16 Includes copyrighted material of Insurance Services Office, Inc., Page 1 of 1 with its permission. COMMERCIAL GENERAL LIABILITY CG 20 01 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance (2) You have agreed in writing in a contract or Condition and supersedes any provision to the agreement that this insurance would be contrary: primary and would not seek contribution Primary And Noncontributory Insurance from any other insurance available to the additional insured. This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and CG 20 01 04 13 O Insurance Services Office, Inc., 2012 Page 1 of 1 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 04-84) 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_*% of the California workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization Job Description WHERE YOU ARE REQUIRED BY WRITTEN CONTRACT TO OBTAIN THIS AGREEMENT FROM US, PROVIDED THE CONTRACT IS SIGNED AND DATED PRIOR TO THE DATE OF LOSS TO WHICH THIS WAIVER APPLIES. IN NO INSTANCE SHALL THE PROVISIONS AFFORDED BY THIS ENDORSEMENT BENEFIT ANY COMPANY OPERATING AIRCRAFT FOR HIRE. *The premium charge for this endorsement shall be 2% of the premium developed in the State of California, but not less than $500 policy minimum premium. 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 03/01/2026 Policy No.TJM-WC-000162-00 Endorsement No. 7 Insured Berg & Associates Inc Policy Effective Date 03/01/2026 Insurance Company State National Insurance Company Inc. Countersigned By WC 04 03 06 (Ed. 04-84) 01998 by the Workers'Compensation Insurance Rating Bureau of California.All rights reserved. POLICY NUMBER: RVA1079710 00 COMMERCIAL AUTO CA990187 0715 This Endorsement Changes The Policy. Please Read It Carefully BUSINESS AUTO COVERAGE EXPANSION ENDORSEMENT This endorsement modifies insurance provided by 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. A. Newly Acquired or Formed e. An "employee" of yours is an "insured" Organizations, Employee Hired Car while operating an "auto" hired or rented Liability and Blanket Additional Insured under a contract or agreement in that Status for Certain Entities. "employee's" name, with your Item 1.Who is an Insured of Paragraph A. permission, while performing duties Coverage under SECTION II—COVERED related to the conduct of your business. AUTOS LIABILITY COVERAGE is f. Any person or organization you are amended to add- required by written contract or d. Any organization you newly acquire or agreement to name as an additional form, other than a partnership, joint "insured", but only with respect to venture or limited liability company, and liability created in whole or in part by over which you maintain ownership of a such agreement. majority interest(greater than 50%), will B. Increase Of Loss Earnings Payment qualify as a Named Insured; however, Subpart (4) of a. Supplementary Payments (1) coverage under this provision is of Item 2. Coverage Extensions of afforded only until the 180"' day Paragraph A. Coverage under SECTION II after you acquire or form the —COVERED AUTOS LIABILITY organization or the end of the policy COVERAGE is amended to read: period, whichever is earlier; (4) We will pay reasonable expenses (2) coverage does not apply to "bodily incurred by the "insured" at our injury", "property damage" or request, including actual loss of "covered pollution cost or expense" earnings up to $1,000 per day that results from an "accident"which because of time off from work. occurred before you acquired or C. Fellow Employee Injured By Covered formed the organization; and Auto You Own Or Hire (3) coverage does not apply if there is Item 5. Fellow Employee of Paragraph B. other similar insurance available to Exclusions under SECTION II—COVERED that organization, or if similar AUTOS LIABILITY COVERAGE is insurance would have been amended to add available but for its termination or the exhaustion of its limits of This exclusion does not apply if the "bodily insurance. injury" results from the use of a covered "auto" you own or hire. Such coverage as This insurance does not apply if is afforded by this provision is excess over coverage for the newly acquired or any other collectible insurance. formed organization is excluded either by the provisions of this coverage form or by endorsement. CA990187 0715 Includes Copyrighted Material of Insurance Services Offices, Inc. Page 1 of 5 Used with permission D. Limited Automatic Towing Coverage G. "Personal Effects" Coverage Item 2. Towing, of Paragraph A. Coverage, Item 4. Coverage Extensions of Paragraph under SECTION III—PHYSICAL DAMAGE A. Coverage, under SECTION III - COVERAGE is amended to read: PHYSICAL DAMAGE COVERAGE, is amended to add 2. Towing "Personal Effects" Coverage We will pay for towing and labor costs each time that a covered "auto" is We will pay actual cash value for"loss" to " disabled. All labor must be performed at personal effects" of the "insured" while in the place of disablement of the covered a covered "auto" subject to a maximum "auto", limit of$2,500 per"loss", for that covered "auto" caused by the same"accident". No a. The limit for towing and labor for deductible will apply to this coverage. each disablement is $500; H. "Downtime Loss" Coverage b. No deductible applies to this cover- age Item 4. Coverage Extensions, of e— Hitting A Bird Paragraph A. Coverage, under SECTION E. Item 3. Glass Breakage g III. PHYSICAL DAMAGE COVERAGE, is Or Animal — Falling Objects or Missiles of amended to add Paragraph A. Coverage under SECTION III —PHYSICAL DAMAGE COVERAGE, is "Downtime Loss" Coverage amended to add: We will pay any resulting "downtime loss" Glass Repair Coverage expenses you sustain as a result of a covered physical damage"loss"to a We will waive the Comprehensive covered "auto" up to a maximum of$100 deductible for Glass, if one is indicated on per day, for a maximum of 30 days for the your covered "auto", for glass repairs. We same physical damage"loss", subject to will repair at no cost to you, any glass that the following conditions: can be repaired without replacement, provided the "loss" arises from a covered a. We will provide "downtime loss" beginning Comprehensive "loss" to your"auto". on the 5 day after we have given you our agreement to pay for repairs to a F. Increase Of Transportation Expense covered "auto" and you have given the Coverage repair facility your authorization to make Subpart a. Transportation Expenses of repairs; Item 4. Coverage Extensions of Paragraph b. Coverage for"downtime loss" expenses A. Coverage under SECTION III— will end when any of the following occur: PHYSICAL DAMAGE COVERAGE is amended to read: (1) You have a spare or reserve "auto" available to you to continue your a. Transportation Expenses operations. We will pay up to $50 per day to a (2) You purchase a replacement"auto". maximum of$1,000 for temporary transportation expense incurred by you (3) Repairs to your covered "auto" have because of the total theft of a covered been completed by the repair facility "auto" of the private passenger type, and they determine the covered We will pay only for those covered "auto" is road-worthy. "autos" for which you carry either (4) You reach the 30 day maximum Comprehensive or Specified Causes of coverage. Loss Coverage or Theft Coverage. We will pay for temporary transportation expenses incurred during the period beginning 48 hours after the theft and ending, regardless of the policy's expiration, when the covered "auto" is returned to use or we pay for its "loss". GA990187 0715 Includes Copyrighted Material of Insurance Services Offices, Inc. Page 2 of 5 Used with permission I. Item 4. Coverage Extensions, of d. Contraband or property in the course Paragraph A. Coverage, under SECTION of illegal transportation or trade. III. PHYSICAL DAMAGE COVERAGE, is e. "Loss" caused by theft, unless there is amended to add: evidence of forced entry into the We will pay any resulting rental covered "auto" and a police report is reimbursement expenses incurred by you for filed. a rental of an "auto" because of"loss"to a K. Accidental Airbag Discharge Coverage covered "auto" up to a maximum of$100 per day, for a maximum of 30 days for the same item 3.a. of Paragraph B. Exclusions under physical damage"loss", subject to the SECTION III—PHYSICAL DAMAGE following conditions: COVERAGE i5 amended to read: a. We will provide rental reimbursement a. Wear and tear,freezing, mechanical incurred during the policy period or electrical breakdown.The beginning 24 hours after the"loss"and exclusion relating to mechanical ending, regardless of the policy break-down does not apply to the expiration, with the number of days accidental discharge of an air bag. reasonably required to repair or replace L. Loan or Lease Gap Coverage the covered "auto". If the"loss" is Paragraph C. Limit Of Insurance under caused by theft, this number of days is SECTION III—PHYSICAL DAMAGE the number of days it takes to locate the COVERAGE is amended to add: covered "auto" and return it to you or the number of days it takes for the claim to If a covered "auto" is owned or leased and be settled, whichever comes first. if we provide Physical Damage Coverage b. Our payment is limited to necessary and on it, we will pay, in the event of a covered total "loss", any unpaid amount due on the actual expenses incurred. lease or loan for a covered "auto', less: c. This coverage does not apply while a. The amount paid under the Physical there are spare or reserve autos" Damage Coverage Section of the available to you for your operations. policy; and d. If a "loss" results from the total theft of a b. Any: covered "auto" of the private passenger 1 Overdue lease or loan type, we will pay under this coverage ( ) a ants lase or penalties, only that amount of your rental p g p reimbursement expenses which is not interest or other charges already provided for under the Physical resulting from overdue Damage Coverage Extension. payments at the time of the J. "Personal Effects" Exclusion "loss"; Paragraph B. Exclusions (2) Financial penalties imposedusians under SECTION under a lease for excessive use, II!— PHYSICAL DAMAGE COVERAGE, i5 abnormal wear and tear or high amended to add: mileage; "Personal Effects" Exclusion (3) Costs for extended warranties, We will not pay for"loss" to"personal Credit Life Insurance, Health, affects' of any of the following: Accident or Disability Insurance a. Accounts, bills, currency, deeds, purchased with the loan or evidence of debt, money, notes, lease; securities or commercial paper or (4) Security deposits not refunded other documents of value. by the lessor; and b. Bullion, gold, silver, platinum, or other (5) Carry-over balances from precious alloys or metals; furs or fur previous loans or leases garments; jewelry; watches; precious or semi-precious stones. c. Paintings, statuary and other works of art. CAS90187 0715 Includes Copyrighted Material of Insurance Services Offices, Inc. Page 3 of 5 Used with permission M. Aggregate Deductible (3) An "executive officer" or director, if Paragraph D. Deductible under SECTION you are a corporation; III — PHYSICAL DAMAGE COVERAGE is (4) A manager or member, if you are a amended to add: limited liability company; Regardless of the number of covered (5) Your insurance manager; or "autos" involved in the same "loss", only (6) Your legal representative. one deductible will apply to that"loss". If the deductible amounts vary by"autos", P. Waiver Of Subrogation For Auto Liability then only the highest applicable deductible Losses Assumed Under Insured Contract will apply to that"loss". Item 5. Transfer Of Rights Of Recovery N. Diminishing Deductible Against Others To Us of Paragraph A. Loss Conditions under SECTION IV— Paragraph D. Deductible under SECTION BUSINESS AUTO CONDITIONS is III — PHYSICAL DAMAGE COVERAGE is amended to read amended to add: 5. Transfer of Rights of Recovery Any deductible will be reduced by the Against Others To Us percentage indicated below on the first "loss" reported during the corresponding If any person or organization to or for policy period: whom we make payments under this Coverage Form has rights to recover damages from another, those rights are Loss Free Policy Periods Deductible transferred to us. That person or With the Expansion Reduction on the organization must do everything Endorsement first"loss" necessary to secure our rights and must 0% do nothing after an "accident"or"loss" 2 25% to impair them. However, if the insured has waived those rights to recover 3 $a% through a written contract, we will waive 75% any right to recovery we may have 5 100% under this Coverage Form. If we pay a Physical Damage "loss" during Q. Insurance is Primary and the policy period under any BUSINESS Noncontributory AUTO COVERAGE FORM you have with Subpart a. of Item 5. Other Insurance of us, your deductible stated in the Paragraph B. General Conditions under Declarations page of each such SECTION IV— BUSINESS AUTO COVERAGE FORM will not be reduced on CONDITIONS is amended to read. any subsequent claims during the remainder of your policy period and your deductible a. This insurance is primary and reduction will revert back to Q% for each noncontributory, as respects any other such COVERAGE FORM if coverage is insurance, if required in a written contract with you. renewed. 0. Knowledge of Loss and Notice To Us R. Other Insurance—Hired Auto Physical Damage Subsection a, of Item 2. Duties In the Event Subpart b. of Item 5..0ther Insurance of of Accident, Claim, Suit or Loss of Paragraph B. General Conditions under Paragraph A. Loss Conditions under SECTION IV— BUSINESS AUTO SECTION IV --BUSINESS AUTO CONDITIONS is amended to read- CONDITIONS is amended to add: For Hired Auto Physical Damage However, prompt notice of the "accident", b. Coverage, the following are deemed claim, "suit" or"loss" to us or our to be covered "autos"you own' authorized representative only applies after the "accident", claim, "suit' or"loss" is (1) Any covered "auto" you lease, known to: hire, rent or borrow; and (1) You, if you are an individual; (2) A partner, if you are a partnership; CA990187 0715 Includes Copyrighted Material of Insurance Services Offices, Inc. Page 4 of 5 Used with permission (2) Any covered "auto" hired or rented by your "employee" under a contract in that individual "employee's" name, with your permission, while performing duties related to the conduct of your business. However, any"auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". S. Unintentional Failure To Disclose Hazards Paragraph B. General Conditions under SECTION IV—BUSINESS AUTO CONDI- TIONS is amended to add: 9. Your failure to disclose all hazards existing as of the inception date of this policy shall not prejudice the coverage afforded by this policy, provided that such failure to disclose all hazards is not intentional. However, you must report such previously undisclosed hazards to us as soon as practicable after its discovery. T. Additional Definition SECTION V—DEFINITIONS is amended to add: "Personal effects" means personal property owned by the "insured". "Downtime loss" means actual loss of "business income"for the period of time that a covered "auto": 1. Is out of service for repair or replacement as a result of a covered physical damage "loss" and 2. Is in the custody of a repair facility if not a total "loss". "Business Income" means: 1. Net Income (Net Profit or Loss before income taxes)that would have been earned or incurred; and 2. Continuing normal operating expenses incurred, including payroll. In this endorsement, Headings and Titles are inserted solely for the convenience and ease of reference. They do not affect the coverage provided by this endorsement, nor do they constitute any part of the terms and conditions of this endorsement. All other policy wording not specifically changed, modified, or replaced by this endorsement wording remains in effect. CA990187 0715 Includes Copyrighted Material of Insurance Services Offices, Inc. Page 5 of 5 Used with permission U S S 26 36 394 (B) Assistance and Cooperation Every Insured shall cooperate with the Company and its representatives and, upon the Company's request, shall submit to examination and interrogation by a representative of the Company, under oath if required; shall attend hearings, depositions and trials; shall assist in effecting settlement; shall cooperate in securing and giving evidence, obtaining the attendance of witnesses and in the conduct of suits; and shall give a written statement or statements to the Company's representatives and meet with such representatives for the purpose of investigation and/or defense, all without charge to the Company, except as stated in Section II. (C) of this Policy. Every Insured shall further cooperate with the Company and do whatever is necessary to secure and effect any rights of indemnity, contribution or apportionment that any Insured may have. As a condition precedent to every Insured's rights under this Policy, every Insured agrees not to settle or offer to settle any Claim, incur any Claim Expenses, or otherwise assume any contractual obligation, or admit any liability with respect to any Claim without the prior written consent of the Company. Every Insured must take all reasonable action, within its ability, to prevent and/or mitigate any Claim or Loss which could be covered under this Policy and agrees that it shall not take any action which in any way increases the Company's exposure under this Policy. (C) Audit The Company may examine and audit any Insured's books and records at any time during the Policy Period and after the final termination of this Policy and may require reports as far as they relate to the subject matter of this Policy. (D) Subrogation In the event of any Claim or payment under this Policy, the Company shall be subrogated to the extent of such Claim or payment to all rights of recovery therefore, and an Insured shall execute all documents required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company to effectively bring suit in the name of any Insured An Insured shall do nothing after a Claim is made against them to prejudice such rights_ However, it is agreed that the Company waives its rights to recover against any Insured's client to the extent that any Insured had, prior to the Claim at issue, a written agreement with the client to waive such subrogation rights. Any and all such subrogation rights that may accrue as against any and all other parties shall remain intact and unchanged. Any more recovery (after first deducting the costs and expenses incurred by the Company in obtaining such recovery) shall first be paid to the Company to the extent of any Loss or Claim Expenses incurred by the Company, with the balance paid to an Insured (E) Other Insurance AECP 4240(06.13) Page 16 of 21