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HomeMy WebLinkAboutBURKE, WILLIAM & SORENSEN, LLP A-2025-203 02V/ of.[ DEC 0 9 2025 o.ate to) LEGAL SERVICES AGREEMENT WITH BURKE WILLIAMS & SORENSEN LLP I{-I Ii-I 0,A)fps) FOR LEGAL ADVISOR SERVICES TO THE SANTA ANA PERSONNEL BOARD This AGREEMENT is made and entered into this 2"d day of December 2025, by and between Burke, Williams & Sorensen, LLP ("Attorneys"), and the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the constitution and laws of the State of California("City"). RECITALS A. The City of Santa Ana and the Executive Director of Human Resources desire to employ Attorneys to act in the capacity of legal advisor to the City of Santa Ana Personnel Board. B. On June 10, 2025, the Human Resources Department issued a Request for Proposal for a legal advisor to the Personnel Board. Three law firms submitted proposals which were evaluated by City Staff. C. Burke, Williams & Sorensen,LLP was ranked highest among the proposals and was selected as a result. D. Attorneys represent that they are licensed to practice law in the State of California, have special experience and knowledge in providing legal advice to administrative boards and commissions,such as the Santa Ana Personnel Board,regarding public employee disciplinary appeal hearings and the other matters within the purview of the Santa Ana Personnel Board,and desire to undertake said services. 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. RETENTION OF ATTORNEYS On an as-needed basis, and at the sole discretion of the City, City hereby agrees to and does retain Attorneys, for the compensation hereinafter specified,to provide an attorney(s) to act in the capacity of the legal advisor to the City of Santa Ana Personnel Board including provide legal advice to the Personnel Board and conduct training for Personnel Board Members and staff when requested. Attorneys accept said retention and agree to perform services in atimely and efficient manner,as requested bythe Executive Director of Human Resources. Attorneys shall confirm their acceptance of work requested by City in writing by e-mail or letter. 2. COMPENSATION FOR SERVICES RENDERED a. City agrees to compensate Attorneys, and Attorneys agree to accept from City, as and for payment in full for all services compensation at the following rates: Partners (25+years' experience) $395/hour Partners $350/hour Senior Associates $325/hour 1 Associate Attorneys $295/hour Paralegals $200/hour Time will be billed in 1/10th of an hour increments. b. The total sum to be expended under this Agreement, shall not exceed two hundred and fifty thousand dollars and zero cents($250,000) including any extension periods. c. City agrees to reimburse Attorneys for out-of-pocket expenses, including but not limited to,mileage, copying costs, service of process,and mail services authorized by the Executive Director of Human Resources in connection with the performance of duties under this Agreement. In-house printing,copying,and reproduction charges will be reimbursed at the rate of 20 cents per page. Automobile travel will be reimbursed at the standard mileage rate in effect at the time of billing by the Internal Revenue Service. Any costs in excess of$5 000 require the approval of the Executive Director of Human Resources prior to incurring the expense.All expenses must have supporting documentation submitted with the invoice. 3. METHOD OF PAYMENT Attorneys shall submit a monthly statement specifying the services performed, dates and number of hours, and an itemization of expenses related thereto with supporting documentation (i.e. receipts, invoices, copy of check, etc.). City acknowledges that the fees incurred for work performed by Attorneys on its behalf are due and owing within 30 days of the work being performed. At Attorneys' discretion,they may choose to defer payment. Notwithstanding this, City agrees that it shall tender payment within 30 days of written demand by Attorneys for payment.Unless expressly stated thereon,monthly statements generated by Attorneys shall not constitute written demand, but shall simply be a written reflection of work performed and fees incurred. City will not pay interest on unpaid monthly statements. 4. CONTROL OF LEGAL MATTERS a. Attorneys have been retained for their knowledge and experience regarding public employment, labor law, litigation, and administrative hearings. Attorneys are expected to exercise independent judgment, free from any influence by either party or their legal counsel. Attorneys agree that they will also be knowledgeable regarding the City's Personnel Board Rules and Regulations and all applicable Santa Ana Charter and Municipal Code provisions. Attorneys agree that they will keep the Executive Director of Human Resources generally informed of the status and schedule for the various hearings and any other relevant matter that does not impede upon Attorneys exercise of their independent judgment in providing services pursuant to this Agreement. b. City will keep Attorneys informed of all significant developments in matters relating to any representation undertaken by Attorneys. Attorneys further agree, if and when their retention hereunder is terminated by City, as hereinafter specified, they shall return to the Executive Director of Human Resources any and all files then in their possession concerning each and every matter or proceeding in which they represented the City pursuant to this Agreement. 2 S. TERM The term of this Agreement shall commence on December 2, 2025 and terminate on November 30,2027, with the option for the City to grant up to three (3),one(I)-year extensions,exercisable by a writing signed by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15,below. G. INDEPENDENT CONTRACTORS It is mutually agreed by and between the parties that, in the performance of their covenants hereunder,Attorneys are and shall be independent contractors, and not officers or employees of City. 7. INSURANCE Prior to undertaking performance of work under this Agreement,Attorneys 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 Attorneys. MINIMUM SCOPE AND LIMIT OF INSURANCE • Commercial General Liability (CGL): Insurance Services Office Form CG 00 Oleovering 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. • Automobile Liability (AL): 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 Attorneys does not maintain commercial automobile liability insurance, City will accept evidence of personal automobile insurance. • Workers' Compensation (WC): 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 Attorneys has no employees and signs request to waive such insurance. • Professional Liability(PL): with limits no less than$1,000,000 per occurrence or claim, and.$2,000,000 aggregate. If Attorneys maintain 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 Attorneys. 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: 3 • City, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds, under Attorneys' CGL and AL policies, with respect to any liability arising out of work or operations performed by or on behalf of the Attorneys including materials, parts, equipment, and personnel furnished in connection with such work or operations. • Attorneys' 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 Attorneys' CGL, AL, and WC policies which arise from work performed by Attorneys under this Agreement. • For any claims related to this contract, Attorneys' 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 Attorneys' 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. Ton (10) days prior written notice shall be provided to City for policy cancellation or non-renewal due to nonpayment of premium. • Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana,Attention:Julie Hoang,Human Resources Department,20 Civic Center Plaza, 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 Attorneys 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 Attorneys shall furnish City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage 4 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 Attorneys' 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. 8. INDEMNIFICATION Attorneys agree to and shall indemnify and hold harmless the City, its officers, agents, employees, and representatives from liability for personal injury, damages, restitution, judicial or equitable relief to the extent caused by Attorneys' negligent or wrongful performance or conduct related to this Agreement. 9. RECORDS Attorneys shall keep records and invoices in connection with the work to be performed under this Agreement. Attorneys 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 Attorneys under this Agreement. All such records and invoices shall be clearly identifiable. Attorneys 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. Attorneys 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 Attorneys under this Agreement. 10. CONFIDENTIALITY If Attorneys receive from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Attorneys agree 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 Attorneys, disclosed in a publicly available source; (c) is in rightful possession of the Attorneys without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Attorneys without reference to information disclosed by the City. 5 11. CONFLICT OF INTEREST CLAUSE a. Attorneys covenants that they presently have no interests and shall not have interests, direct or indirect,which would conflict in any manner with performance of services specified under this Agreement. b. Attorneys acknowledge that Santa Ana Municipal Code § 2-112 prohibits the City, and any person authorized to act on behalf of the City from awarding any agreement,contract, grant, or any amendments) to said awards to an immediate family member of the Mayor, Council Member, or City Officials, including appointed board and commission members for the purposes of receipt of a financial benefit or interest. Financial benefit or interest shall include any direct or indirect financial interest on the specific contact, agreement, or grant, including any commissions, fees, share of the proceeds, prospect of a promotion or future employment, a profit, or any other form of financial aware. C. Attorneys must comply with all conflict of interest laws, ordinances, and regulations now in effect or hereafter to be enacted during the term of this Agreement. Attorneys warrant that it is not now aware of any facts which conflict with the prohibitions defined above.If the Attorneys hereafter becomes aware of any facts that might reasonably be expected to create a conflict of interest,it must immediately make full written disclosure of such facts to the City. Full written disclosure must include, but is not limited to, identification of all persons implicated and a complete description of all relevant circumstances, Failure to comply with the provisions of this paragraph will be a material breach of this Agreement. d. Attorneys covenants that none of its directors, officers, employees, or agents shall participate in selecting or administrating any subcontract supported (in whole or in part) by City funds stemming from the Agreement where the awarding of the subcontract has any direct or indirect financial benefit or interest to any individual, as defined in subsections (b) and (c)above. 12. NOTICE Any notice,tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail,postage prepaid,or sent by telefacsimile or other telegraphic communication in the manner provided in this Section,to the following persons: To City: City Cleric City of Santa Ana 20 Civic Center Plaza (M-30) P.O.Box 1988 Santa Ana, California 92702-1988 Facsimile (714) 647-6956 6 Courtesy Copy: Executive Director Human Resources Department City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, California 92702 To Attorneys: Daphne M. Anneet, Partner Burke, Williams & Sorensen LLP 444 South Flower St., Suite 2400 Los Angeles, CA 90071-2953 Email: DAnneet(n,bwslaw.com Fax: (951) 788-0100 A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3)days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty-four(24)hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Attorneys,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 Attorneys. 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 Attorneys 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 parties, which are not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Attorneys, Attorneys 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 of this Agreement performed by City personnel or by other Attorneys retained by City. 15. TERMINATION This Agreement may be terminated by City at any time. In such event, Attorneys shall be entitled to receive and the City shall pay Attorneys compensation for all services performed by Attorneys prior to receipt of such notice of termination. As a condition of such 7 payment, Attorneys shall deliver to the City all files and records generated under this Agreement as of such date. Attorneys may terminate this agreement, subject to their obligation to provide written reasonable notice of at least thirty(30) days to arrange alternative representation. In such case, City agrees to secure new counsel as quickly as possible and to cooperate fully in the substitution of the new counsel as counsel of record in in the Actions. 16. NON-DISCRIMINATION Attorneys 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. Attorneys affirm that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 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- Attorneys 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. MISCELLANEOUS 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. C. This Agreement supersedes and terminates Agreement No.N-2021-133. 20. COUNTERPARTS; SIGNATURES This Agreement may be executed in counterparts, secured via facsimile transmission or otherwise, each of which shall be deemed to be an original. Photocopies of any executed counterpart shall have the same force and effect as an original. The Parties acknowledge they are familiar with Section 6148 of the California Business and Professions Code. s i IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. ATTEST: CITY OF ANTA A a 4 aAnf IF L A'' ALVARO NUNEZ City Cle City Manager APPROVED AS TO FORM: BURKE, WILLLALMS & SORENSEN, SONIA R. CARVALHO LLP City Attorney LAURA ROSSINI Name: Daphne M.Anneet Chief Assistant City Attorney Txtie: Partner RECOMMENDED FOR APPROVAL: Lori Schuaider Executive Director Hinuan Resoiuces Agency 9 AC R" CERTIFICATE OF LIABILITY INSURANCE DATE[MM1DDfYYYY) D7116/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLYAND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND ORALTER 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 Kasey Litz NAME: Stanton and Associates Inc. PHONE (805)413-1498 FAX (805)435-3737 fC No. o E t: (AI,'No): ISU Stanton&Associates E-MAIL kasey@isustanton.com ADDRESS: y� 3625 Thousand Oaks Blvd#292 INSURERS)AFFORDING COVERAGE NAIC# Westlake Village CA 91362 INSURERA: HARTFORD FIRE INSURANCE CO. 19082 INSURED INSURER B; Trumbull Ins.Co. 27120 Burke,Williams&Sorensen,LLP INSURER C: Hartford Casualty Ins Co 29424 444 S.Flower St.,40th Floor INSURER D: Sentinel Insurance Company Ltd 11000 INSURER E: Los Angeles CA 90071 INSURERF: COVERAGES CERTIFICATE NUMBER: 25-26 City REVISION NUMBER: THIS IS TO CERTIFY THATTHE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDINGANY REQUIREMENT,TERM OR CONDITION OFANY CONTRACT OR OTHER DOCUMENT WITH RESPECTTO 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 ALJLJL WUK POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD wVD POLICY NUMBER MMIDDNYYY MMfDI)NYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED CLAIMS-MADE 19 OCCUR PREMISES Eaoccurence $ 300,000 MED EXP(Any one person) $ 10,000 A Y 72UUNBD3RBC 08/01/2026 08101/2026 PERSONAL&ADV INJURY $ 1,000,000 GEN'LAGGREGATE LIMITAPPUES PER: GENERAL AGGREGATE $ 2,000,000 POLICY 0 jeRCT LOG PRODUCTS-COMPIOPAGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY C Ea aOMBccidentINED SINGLE LIMIT $ 1,000,000 ' ANY AUTO BODILY INJURY(Per person) $ B OWNED SCHEDULFD 72UENCG7716 08/01/2025 08/0112026 BODILY INJURY(Par accident) $ AUTOS ONLY AUTOS HIRED �/ NON-OWNED PROPERTYDAMAGE X AUTOS ONLY ^ AUTOS ONLY Per accident $ X UMBRELLA LIA13 X OCCUR EACH OCCURRENCE $ 10,000,000 C EXCESS�LIIAR CLAIMS-MADE 72XHUBF3DCB 08/01/2025 08/01/2026 AGGREGATE $ 10,000,000 DED /� RETENTION$ 10,000 $ WORKERS COMPENSATION X STATUTE ERH AND EMPLOYERS'LIABILITY ANY PROPRIETORIPARTNER/EXECUTIVE YIN F.I..EACH ACCIDENT $ 1,000,000 D OFPICERIMEMBER EXCLUDED? El NIA 72WEAB2915 08/01/2025 08/01/2026 iMandatoryInNH) E.L,DISFASF-FA EMPLOYEE $ 1,000,000 Byes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E,L,DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached If more space is required) Hartford CGL policy form HG0001 includes Additional Insured status,Primary and Non-Contributory wording,and Waiver of Subrogation where required by written contracts. TU Tra n a r�aln�y�by IN 0303-30 Day NOC applies CG2026—Additional Insured—Designated Person or organization Date:.zo-0 oo, g g Nguyen I6:oeso-oTaa WC 990304—30-Day Notice of Cancellation to Certificate Holders WC040306—WC Waiver of Subrogation APPROVE® CERTIFICATE HOLDER CANCELLATION By TO Tran Nguyen of 4:08 pm,Oct 16,2025 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. Human Resources Department 20 Civic Center Plaza,4th Fir AUTHORIZED REPRESENTATIVE Santa Ana CA 92701 /0 O 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 26(2016103) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 72UUNBD3RBC COMMERCIAL GENERAL LIABILITY CG 20 26 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): ANY PERSON OR ORGANIZATION FROM WHOM YOU ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT TO OBTAIN ADDITIONAL INSURED STATUS. Information required to complete this Schedule, if not shown above,will be shown in the Declarations. A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following is added to Section organization(s) shown in the Schedule, but only with III—Limits Of Insurance: respect to liability for "bodily injury", "property If coverage provided to the additional insured is damage or personal and advertising injury caused, required by a contract or agreement, the most we will in whole or in part, by your acts or omissions or the pay on behalf of the additional insured is the amount acts or omissions of those acting on your behalf: of insurance: 1. In the performance of your ongoing operations; or 1. Required by the contract or agreement; or 2. In connection with your premises owned by or 2. Available under the applicable Limits of Insurance rented to you. shown in the Declarations; However: whichever is less. 1. The insurance afforded to such additional insured This endorsement shall not increase the applicable only applies to the extent permitted by law; and Limits of Insurance shown in the Declarations. 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 26 0413 0 Insurance Services Office, Inc., 2012 Page 1 of 1 SECTION II -WHO IS AN INSURED "volunteer worker" as a consequence 1. If you are designated in the Declarations as: of Paragraph(1)(a)above; a. An Individual, you and your spouse are (c) For which there is any obligation to insureds, but only with respect to the conduct share damages with or repay someone of a business of which you are the sole else who must pay damages because owner. of the injury described in Paragraphs b. A partnership or joint venture, you are an (1)(a)or(1)(b)above; or insured. Your members, your partners, and (d)Arising out of his or her providing or their spouses are also insureds, but only with failing to provide professional health respect to the conduct of your business. care services. c. A limited liability company, you are an If you are not in the business of providing insured. Your members are also insureds, but professional health care services: only with respect to the conduct of your (a) Subparagraphs(1)(a), (1)(b)and (1)(c) business. Your managers are insureds, but above do not apply to any "employee" only with respect to their duties as your or"volunteer worker" providing first aid managers. services;and d. An organization other than a partnership,joint (b)Subparagraph (1)(d) above does not venture or limited liability company, you are apply to any nurse, emergency medical an insured. Your "executive officers" and technician or paramedic employed by directors are insureds, but only with respect to you to provide such services. their duties as your officers or directors. Your (2) "Property damage"to property: stockholders are also insureds, but only with respect to their liability as stockholders. (a)Owned, occupied or used by, e. A trust, you are an insured. Your trustees are (b)Rented to, in the care, custody or also insureds, but only with respect to their control of, or over which physical duties as trustees. control is being exercised for any 2. Each of the following is also an insured: purpose by a. Employees And Volunteer Workers you, any of your "employees", "volunteer workers", any partner or member (if you Your "volunteer workers" only while are a partnership or joint venture), or any performing duties related to the conduct of member (if you are a limited liability your business, or your "employees", other company). than either your"executive officers"(if you are b. Real Estate Manager an organization other than a partnership,joint venture or limited liability company) or your Any person (other than your "employee" or managers (if you are a limited liability "volunteer worker"), or any organization while company), but only for acts within the scope acting as your real estate manager. of their employment by you or while c. Temporary Custodians Of Your Property performing duties related to the conduct of Any person or organization having proper your business. temporary custody of your property if you die, However, none of these "employees" or but only: "volunteer workers"are insureds for: (1) With respect to liability arising out of the (1) "Bodily injury"or"personal and advertising maintenance or use of that property;and injury". (2) Until your legal representative has been (a)To you, to your partners or members(if appointed. you are a partnership or joint venture), d. Legal Representative If You Die to your members (if you are a limited Your legal representative if you die, but only liability company), to a co-"employee" with respect to duties as such. That while in the course of his or her employment or performing duties representative will have all your rights and related to the conduct of your duties under this Coverage Part, business, or to your other "volunteer e. Unnamed Subsidiary workers" while performing duties Any subsidiary, and subsidiary thereof, of related to the conduct of your yours which is a legally incorporated entity of f business; which you own a financial interest of more (b)To the spouse, child, parent, brother or than 50% of the voting stock on the effective sister of that co-"employee" or that date of the Coverage Part. HG 00 01 0916 Page 11 of 21 The insurance afforded herein for any A person or organization is an additional insured subsidiary not named in this Coverage Part under this provision only for that period of time as a named insured does not apply to injury required by the contract or agreement. or damage with respect to which such insured However, no such person or organization is an is also a named insured under another policy insured under this provision if such person or or would be a named insured under such organization is included as an insured by an policy but for its termination or the exhaustion endorsement issued by us and made a part of of its limits of Insurance. this Coverage Part. 3. Newly Acquired Or Formed Organization a. Vendors Any organization you newly acquire or form, Any person(s) or organization(s) (referred to other than a partnership, joint venture or limited below as vendor), but only with respect to liability company, and over which you maintain "bodily injury" or "property damage" arising financial interest of more than 50% of the voting out of"your products"which are distributed or stock, will qualify as a Named Insured if there is sold in the regular course of the vendor's no other similar insurance available to that business and only if this Coverage Part organization. However: provides coverage for "bodily injury" or a. Coverage under this provision is afforded only "property damage" included within the until the 180th day after you acquire or form "products-completed operations hazard". the organization or the end of the policy (1) The insurance afforded the vendor is period,whichever is earlier; subject to the following additional b. Coverage A does not apply to "bodily injury" exclusions: or "property damage" that occurred before This insurance does not apply to: you acquired or formed the organization; and (a)"Bodily injury'or"property damage"for c. Coverage B does not apply to "personal and which the vendor is obligated to pay advertising injury" arising out of an offense damages by reason of the assumption committed before you acquired or formed the of liability in a contract or agreement. organization. This exclusion does not apply to 4. Nonowned Watercraft liability for damages that the vendor With respect to watercraft you do not own that is would have in the absence of the less than 51 feet long and is not being used to contract or agreement; carry persons for a charge, any person is an (b)Any express warranty unauthorized by insured while operating such watercraft with your you; permission. Any other person or organization (c)Any physical or chemical change in the responsible for the conduct of such person is product made intentionally by the also an insured, but only with respect to liability vendor; arising out of the operation of the watercraft, and (d)Repackaging, except when unpacked only if no other insurance of any kind is available solely for the purpose of inspection, to that person or organization for this liability. demonstration, testing, or the However, no person or organization is an insured substitution of parts under instructions with respect to: from the manufacturer, and then a. "Bodily injury" to a co2employee" of the repackaged in the original container; person operating the watercraft;or (e) Any failure to make such inspections, b. "Property damage" to property owned by, adjustments, tests or servicing as the rented to, in the charge of or occupied by you vendor has agreed to make or normally or the employer of any person who is an undertakes to make in the usual insured under this provision. course of business, in connection with 6. Additional Insureds When Required By the distribution or sale of the products; Written Contract, Written Agreement Or (f) Demonstration, installation, servicing Permit or repair operations, except such The following person(s) or organization(s) are an operations performed at the vendor's additional insured when you have agreed, in a premises in connection with the sale of written contract, written agreement or because of the product; a permit issued by a state or political subdivision, (g) Products which, after distribution or that such person or organization be added as an sale by you, have been labeled or additional insured on your policy, provided the relabeled or used as a container, part injury or damage occurs subsequent to the or ingredient of any other thing or execution of the contract or agreement. substance by or for the vendor; or Page 12 of 21 HG 00 01 0916 (h)"Bodily injury" or "property damage" omissions of those acting on your behalf: arising out of the sole negligence of the (1) In connection with your premises;or vendor for its own acts or omissions or Z In the those of its employees or anyone else ( ) performance of your ongoing acting on its behalf. However, this operations performed by you or on your exclusion does not apply to: behalf. With respect to the insurance afforded these (1) The exceptions contained in Sub- additional insureds, the following additional paragraphs(d)or(f); or exclusion applies: (11) Such inspections, adjustments, This insurance does not apply to "bodily tests or servicing as the vendor has injury", "property damage" or "personal and agreed to make or normally advertising injury" arising out of the rendering undertakes to make in the usual of or the failure to render any professional course of business, in connection services by or for you, including: with the distribution or sale of the products. 1. The preparing, approving, or failing to (2) This insurance does not apply to any prepare or approve, maps, shop drawings, insured person or organization, from opinions, reports, surveys, field orders, whom you have acquired such products, change orders or drawings and or any Ingredient, part or container, specifications;or entering into, accompanying or containing 2. Supervisory, inspection, architectural or such products. engineering activities. b. Lessors Of Equipment This exclusion applies even if the claims (1) Any person(s) or organization(s) from against any insured allege negligence or whore you lease equipment; but only with other wrongdoing in the supervision, hiring,respect to their liability for bodily injury", employment, training or monitoring of others "property damage" or "persnnaf and by that insured, if the "occurrence" which caused the "bodily injury" or "property advertising injury caused, in whole or in damage", or the offense which caused the s part, by your maintenance, operation or "personal and advertising injury", involved the use of equipment leased to you by such rendering of or the failure to render any person(s)or organization(s). professional services by or for you. (2) With respect to the insurance afforded to e. Permits Issued By State Or Political these additional insureds this insurance does not apply to any "occurrence" which Subdivisions takes place after the equipment lease Any state or political subdivision, but only with expires, respect to operations performed by you or on c. Lessors Of Land Or Premises your behalf for which the state or political subdivision has issued a permit. Any person or organization from whom you With respect to the insurance afforded these lease land or premises, but only with respect to liabllity arising out of the ownership, additional insureds, this insurance does not maintenance or use of that part of the land or apply to: premises leased to you. (1) 'Bodily injury", "property damage" or With respect to the insurance afforded these "personal and advertising injury" arising additional insureds the following additional out of operations performed for the state exclusions apply: or municipality; or This insurance does not apply to: (2) 'Bodily injury" or "property damage" included within the "products-completed 1. Any "occurrence" which takes place after operations hazard". you cease to lease that land; or f. Any Other Party 2. Structural alterations, new construction or Any other person or organization who is not demolition operations performed by or an an additional insured under Paragraphs a. behalf of such person or organize#ion, through e. above, but only with respect to d. Architects, Engineers Or Surveyors liability for "bodily injury", "property damage" Any architect, engineer, or surveyor, but only or"personal and advertising injury"caused, in with respect to liability for "bodily injury", whole or in part, by your acts or omissions or "property damage" or "personal and the acts or omissions of those acting on your advertising injury"caused, in whole or in part, behalf: by your acts or omissions or the acts or (1) In the performance of your ongoing operations; HG 00 01 0916 Page 13 of 21 (2) In connection with your premises owned No person or organization is an insured with respect by or rented to you; or to the conduct of any current or past partnership, (3) In connection with "your work" and joint venture or limited liability company that is not included within the "products-completed shown as a Named Insured in the Declarations, operations hazard", but only if SECTION III-LIMITS OF INSURANCE (a)The written contract or agreement 1. The Most We Will Pay requires you to provide such coverage The Limits of Insurance shown in the to such additional insured;and Declarations and the rules below fix the most we (b)This Coverage Part provides coverage will pay regardless of the number of: for"bodily injury" or"property damage" a. Insureds; included within the "products- completed operations hazard". b. Claims made or"suits" brought; or However: G. Persons or organizations making claims or (1) The insurance afforded to such additional bringing"suits". insured only applies to the extent 2. General Aggregate Limit permitted by law;and The General Aggregate Limit is the most we will (2) If coverage provided to the additional pay for the sum of: insured is required by a contract or a. Medical expenses under Coverage C; agreement,the insurance afforded to such b, Damages under Coverage A, except additional insured will not be broader than damages because of "bodily injury" or that which you are required by the contract "property damage" included in the "products- or agreement to provide for such completed operations hazard"; and additional insured. c. Damages under Coverage R. With respect to the insurance afforded to 3. products-Completed Operations Aggregate these additional insureds, this insurance does Limit not apply to: "Bodily injury", "property damage" or The Products-Completed Operations Aggregate "personal and advertising injury"arising out of Limit is the most we will pay under Coverage A the rendering of, or the failure to render, any for damages because of "bodily injury" and professional architectural, engineering or "property damage" included in the "products- completed operations hazard". surveying services, including: (1) The preparing, approving, or failing to Personal And Advertising Injury Limit prepare or approve, maps, shop drawings, Subject to 2. above, the Personal and opinions, reports, surveys, field orders, Advertising Injury Limit is the most we will pay change orders or drawings and under Coverage I3 for the sum of all damages specifications; or because of all "personal and advertising injury" (2) Supervisory, inspection, architectural or sustained by any one person or organization, engineering activities. 5. Each Occurrence Limit This exclusion applies even if the claims Subject to 2. or 3. above, whichever applies, the against any insured allege negligence or Each Occurrence Limit is the most we will pay for other wrongdoing in the supervision, hiring, the sum of: employment, training or monitoring of others a. Damages under Coverage A; and by that insured, if the "occurrence" which b. Medical expenses under Coverage C caused the "bodily injury" or "property damage", or the offense which caused the because of all "bodily injury" and "property "personal and advertising injury", involved the damage"arising out of any one"occurrence". rendering of or the failure to render any 6. Damage To Premises Rented To You Limit professional services by or for you. Subject to 5. above, the Damage To Premises The limits of insurance that apply to additional Rented To You Limit is the most we will pay insureds is described in Section III - Limits Of under Coverage A for damages because of Insurance. "property damage" to any one premises, while How this insurance applies when other Insurance rented to you, or in the case of damage by fire, is available to the additional insured is described lightning or explosion, while rented to you or in the Other Insurance Condition in Section IV - temporarily occupied by you with permission of Commercial General Liability Conditions. the owner, Page 114 of 21 HG 00 01 0916 In the case of damage by fire, lightning or b. Notice Of Claim explosion, the Damage to Premises Rented To if a claim is made or"suit" is brought against You Limit applies to all damage proximately any insured, you or any additional insured caused by the same event, whether such must: damage results from fire, lightning or explosion 1 Immediately record the or any combination of these. ( � y specifics of the 7. Medical Expense Limit claim or"suit"and the date received; and Subject to S. above,the Medical Expense Limit is (2) Notify us as soon as practicable. the most we will pay under Coverage C for all You or any additional insured must see to it medical expenses because of "bodily injury" that we receive written notice of the claim or sustained by any one person. "suit"as soon as practicable. 8. How Limits Apply To Additional Insureds c. Assistance And Cooperation Of The If you have agreed in a written contract or written Insured agreement that another person or organization You and any other involved insured must: be added as an additional insured on your policy, (1) Immediately send us copies of any the most we will pay on behalf of such additional demands, notices, summonses or legal insured is the lesser of: papers received in connection with the a. The limits of insurance specified in the written claim or"suit"; contract or written agreement; or (2) Authorize us to obtain records and other b. The Limits of Insurance shown in the information; Declarations. (3) Cooperate with us in the investigation or Such amount shall be a part of and not in settlement of the claim or defense against addition to Limits of Insurance shown in the the"suit";and Declarations and described in this Section. (4) Assist us, upon our request, in the The Limits of Insurance of this Coverage Part apply enforcement of any right against any person separately to each consecutive annual period and to or organization which may be liable to the any remaining period of less than 12 months, insured because of injury or damage to starting with the beginning of the policy period which this insurance may also apply, shown in the Declarations, unless the policy period d, Obligations At The Insureds Own Cost is extended after issuance for an additional period of No insured will, except at that insured's own less than 12 months. In that case, the additional cost, voluntarily make a payment, assume period will be deemed part of the last preceding any obligation, or incur any expense, other period for purposes of determining the Limits of than for first aid,without our consent. Insurance. e. Additional Insureds Other Insurance SECTION lY - COMMERCIAL GENERAL a. we cover a claim or "suit" under this LIABILITY CONDITIONS Coverage Part that may also be covered by 1. Bankruptcy other insurance availabfe to an additional Bankruptcy or insolvency of the insured or of the insured, such additional insured must submit insured's estate will not relieve us of our such claim or "suit" to the other insurer for obligations under this Coverage Part. defense and indemnity. 2. Duties In The Event Of Occurrence, Offense, However, this provision does not apply to the Claim Or Suit extent that you have agreed in a written a. Notice Of Occurrence Or Offense contract or written agreement that this You or any additional insured must see to it insurance is primary and non-contributory that we are notified as soon as practicable of with the additional insured's own insurance. an "occurrence" or an offense which may f. Knowledge Of An Occurrence, Offense, result in a claim. To the extent possible, Claim Or Suit notice should include: Paragraphs a. and b. apply to you or to any (1) How, when and where the "occurrence"or additional insured only when such offense took place; "Occurrence",offense, claim or"suit"is known (2) The names and addresses of any injured to: persons and witnesses;and (1) You or any additional insured that is an (3) The nature and location of any injury or individual; damage arising out of the "occurrence" or (2) Any y partner, if you or the additional insured is a partnership; HG 00 01 0916 Page 16 of 21 (3) Any manager, if you or the additional (3) Tenant Liability insured is a limited liability company; That is insurance purchased by you to (4) Any "executive officer" or insurance cover your liability as a tenant for manager, if you or the additional insured is "property damage" to premises rented to a corporation; you or temporarily occupied by you with (6) Any trustee, if you or the additional permission of the owner; insured is a trust;or (4) Aircraft,Auto Or Watercraft (6) Any elected or appointed official, if you or If the loss arises out of the maintenance or the additional insured is a political use of aircraft, "autos" or watercraft to the subdivision or public entity. extent not subject to Exclusion g. of This duty applies separately to you and any Section I - Coverage A- Bodily Injury And additional insured. Property Damage Liability; 3, Legal Action Against Us (6) Property Damage To Borrowed Equipment Or Use Of Elevators No person or organization has a right under this Coverage Part: to borrowed equipment or the use of If the loss arises out of"p rn ert damage" e" a. To join us as a party or otherwise bring us elevators to the extent not subject to into a "suit" asking for damages from an Exclusion J. of Section I - Coverage A - insured; or Bodily Injury And Property Damage b. To sue us on this Coverage Part unless all of Liability; its terms have been fully complied with_ (6) When You Are Added As An Additional A person or organization may sue us to recover Insured To Other Insurance on an agreed settlement or on a final judgment Any other insurance available to you against an insured; but we will not be liable for covering liability for damages arising out damages that are not payable under the terms of of the premises or operations, or products this Coverage Part or that are in excess of the and completed operations, for which you applicable limit of insurance. An agreed have been added as an additional Insured settlement means a settlement and release of by that insurance;or liability signed by us, the insured and the claimant or the claimant's legal representative. (7) When You Add Others As An 4. Other Insurance Additional Insured To This Insurance If other valid and collectible insurance is Any other insurance available to anadditional insured, available to the insured for a loss we cover under Coverages A or B of this Coverage Part, our However, the following provisions apply to obligations are limited as follows: other insurance available to any person or a. Primary Insurance organization who is an additional insured underthis coverage part. This insurance is primary except when b. (a)Primary Insurance When Required below applies. If other insurance is also By Contract primary, we will share with all that other This insurance is rimer if you have insurance by the method described in c. primary y below. agreed in a written contract or written b. Excess Insurance agreement that this insurance be primary. If other insurance is also This insurance is excess over any of the other primary, we will share with all that insurance, whether primary, excess, other insurance by the method contingent or on any other basis: described In c,below. (1) Your Work (b)Primary And Non-Contributory 'To That is Fire, Extended Coverage, Builder's Other Insurance When Required By Risk, Installation Risk or similar coverage Contract for"your work"; If you have agreed in a written (2) Premises Rented To You contract, written agreement, or permit That is fire, lightning or explosion that this insurance is primary and non- contributory with the additional insurance for premises rented to you or contributory ed's own insurance,this insurance temporarily occupied by you with is primary and we will not seek permission of the owner; contribution from that other insurance. Page 16 of 21 HG 00 01 0916 Paragraphs (a) and (b) do not apply to computation, and send us copies at such other insurance to which the additional times as we may request, insured has been added as an additional 6. Representations insured. a. When You Accept This Policy When this insurance is excess, we will have By accepting this policy, you agree: no duty under Coverages A or B to defend the insured against any "suit" if any other (1) The statements in the Declarations are insurer has a duty to defend the insured accurate and complete; against that"suit". If no other insurer defends, (2) Those statements are based upon we will undertake to do so, but we will be representations you made to us; and entitled to the insured's rights against all (3) We have issued this policy in reliance those other insurers. upon your representations. When this insurance is excess over other b. Unintentional Failure To Disclose Hazards insurance, we will pay only our share of the amount of the loss, if any, that exceeds the If unintentionally you should fail to disclose all sum of: hazards relating to the conduct of your (1) The total amount that all such other business that exist at the inception date of insurance would pay for the loss in the this Coverage Part, we shall not deny absence of this insurance; and coverage under this Coverage Part because (2) The total of all deductible and self-insured of such failure. amounts under all that other insurance. 7. Separation Of Insureds We will share the remaining loss, if any, with Except with respect to the Limits of Insurance, any other insurance that is not described in and any rights or duties specifically assigned in this Excess Insurance provision and was not this Coverage Part to the first Named Insured, bought specifically to apply in excess of the this insurance applies; Limits of Insurance shown in the Declarations a. As if each Named Insured were the only of this Coverage Part. Named insured;and c. Method Of Sharing b. Separately to each insured against whom If all of the other insurance permits claim is made or"suit"is brought. contribution by equal shares, we will follow g. Transfer Of Rights Of Recovery Against this method also. Under this approach each Others To Us insurer contributes equal amounts until it has a Transfer Of Rights Of Recovery paid its applicable limit of insurance or none g of the loss remains,whichever comes first. If the insured has rights to recover all or part If any of the other insurance does not permit of any payment, including Supplementary contribution by equal shares, we will Payments, we have made under this contribute by limits. Under this method, each Coverage Part, those rights are transferred to insurer's share is based on the ratio of its us. The insured must do nothing after loss to applicable limit of insurance to the total impair them. At our request, the insured will applicable limits of insurance of all insurers. bring "suit" or transfer those rights to us and 6. Premium Audit help us enforce them. a. We will compute all premiums for this b. Waiver Of Rights Of Recovery (Waiver Of Coverage Part in accordance with our rules Subrogation) and rates. If the insured has waived any rights of b. Premium shown in this Coverage Part as recovery against any person or organization advance premium is a deposit premium only. for all or part of any payment, including At the close of each audit period we will Supplementary Payments, we have made compute the earned premium for that period under this Coverage Part, we also waive that and send notice to the first Named Insured. right, provided the insured waived their rights The due date for audit and retrospective of recovery against such person or premiums is the date shown as the due date organizat€on in a contract, agreement or on the bill. If the sum of the advance and permit that was executed prior to the injury or audit premiums paid for the policy period is damage. greater than the earned premium, we will 9. When We Do Not Renew return the excess to the first Named Insured. If we decide not to renew this Coverage Part, we c. The first Named insured must keep records of will mail or deliver to the first Named Insured the information we need for premium shown in the Declarations written notice of the HG 00 01 0916 Page 17 of 21 Policy #72UENCG7716 COMMERCIAL AUTOMOBILE HA99160312 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form, the provisions of this endorsement apply. 1. BROAD FORM INSURED d. Any "employee" of yours while using a A. Subsidiaries and Newly Acquired or covered "auto" you don't own, hire or Formed Organizations borrow in your business or your The Named Insured shown in the personal affairs. Declarations is amended to include: C. Lessors as Insureds (1) Any legal business entity other than a Paragraph A.1. -WHO IS AN INSURED -of partnership or joint venture, formed as a Section II - Liability Coverage is amended to subsidiary in which you have an add: ownership interest of more than 50% on e. The lessor of a covered "auto" while the the effective date of the Coverage Form. "auto" is leased to you under a written However, the Named Insured does not agreement if: include any subsidiary that is an (1) The agreement requires you to "insured" under any other automobile policy or would be an "insured" under provide direct primary insurance for the lessor and such a policy but for its termination or the exhaustion of its Limit of Insurance. (2) The"auto"is leased without a driver. (2) Any organization that is acquired or Such a leased "auto" will be considered a formed by you and over which you covered "auto" you own and not a covered maintain majority ownership. However, "auto"you hire. the Named Insured does not include any D. Additional Insured if Required by Contract newly formed or acquired organization: (1) Paragraph A.1. -WHO IS AN INSURED (a) That is a partnership or joint - of Section II - Liability Coverage is venture, amended to add: (b) That is an "insured" under any other f. When you have agreed, in a written policy, contract or written agreement, that a (c) That has exhausted its Limit of person or organization be added as Insurance under any other policy, or an additional insured on your (d) 180 days or more after its business auto policy, such person or acquisition or formation by you, organization is an "insured", but only unless you have given us notice of to the extent such person or the acquisition or formation. organization is liable for "bodily Coverage does not apply to "bodily injury" or "property damage" caused injury" or "property damage" that results by the conduct of an "insured" under from an "accident" that occurred before paragraphs a. or b. of Who Is An you formed or acquired the organization. Insured with regard to the B. Employees as Insureds ownership, maintenance or use of a covered"auto." Paragraph A.1. -WHO IS AN INSURED -of SECTION II - LIABILITY COVERAGE is amended to add: 02011, The Hartford (Includes copyrighted material Form HA 9916 03 12 of ISO Properties, Inc., with its permission.) Page 1 of 6 The insurance afforded to any such E. Primary and Non-Contributory if additional insured applies only if the Required by Contract "bodily injury" or "property damage" Only with respect to insurance provided to occurs: an additional insured in 1.D. - Additional (1) During the policy period, and Insured If Required by Contract, the (2) Subsequent to the execution of such following provisions apply: written contract, and (3) Primary Insurance When Required By (3) Prior to the expiration of the period Contract of time that the written contract This insurance is primary if you have requires such insurance be provided agreed in a written contract or written to the additional insured. agreement that this insurance be (2) How Limits Apply primary. If other insurance is also primary, we will share with all that other If you have agreed in a written contract insurance by the method described in or written agreement that another Other Insurance 5.d. person or organization be added as an additional insured on your policy, the (4) Primary And Non-Contributory To Other most we will pay on behalf of such Insurance When Required By Contract additional insured is the lesser of: If you have agreed in a written contract (a) The limits of insurance specified in or written agreement that this insurance the written contract or written is primary and non-contributory with the agreement; or additional insured's own insurance, this (b) The Limits of Insurance shown in insurance is primary and we will not the Declarations. seek contribution from that other insurance. Such amount shall be a part of and not Paragraphs (3) and (4) do not apply to other in addition to Limits of Insurance shown insurance to which the additional insured in the Declarations and described in this has been added as an additional insured. Section. When this insurance is excess, we will have no (3) Additional Insureds Other Insurance duty to defend the insured against any "suit" if If we cover a claim or "suit" under this any other insurer has a duty to defend the Coverage Part that may also be covered insured against that "suit". If no other insurer by other insurance available to an defends, we will undertake to do so, but we will additional insured, such additional be entitled to the insured's rights against all insured must submit such claim or"suit" those other insurers. to the other insurer for defense and When this insurance is excess over other indemnity. insurance, we will pay only our share of the However, this provision does not apply amount of the loss, if any, that exceeds the sum to the extent that you have agreed in a of: written contract or written agreement (1) The total amount that all such other that this insurance is primary and non- insurance would pay for the loss in the contributory with the additional insured's absence of this insurance; and own insurance. (2) The total of all deductible and self-insured (4) Duties in The Event Of Accident, Claim,Suit or Loss amounts under all that other insurance. We will share the remaining loss, if any, by the If you have agreed in a written contract method described in Other Insurance 5.d. or written agreement that another person or organization be added as an 2• AUTOS RENTED BY EMPLOYEES additional insured on your policy, the Any "auto" hired or rented by your "employee" additional insured shall be required to on your behalf and at your direction will be comply with the provisions in LOSS considered an"auto"you hire. CONDITIONS 2. - DUTIES IN THE The OTHER INSURANCE Condition is amended EVENT OF ACCIDENT, CLAIM , SUIT by adding the following: OR LOSS -- OF SECTION IV — BUSINESS AUTO CONDITIONS, in the same manner as the Named Insured. 02011, The Hartford (Includes copyrighted material Form HA 9916 03 12 of ISO Properties, Inc.,with its permission.) Page 2 of 5 If an "employee's" personal insurance also S. PHYSICAL DAMAGE - ADDITIONAL applies on an excess basis to a covered "auto" TEMPORARY TRANSPORTATION EXPENSE hired or rented by your "employee" on your COVERAGE behalf and at your direction, this insurance will Paragraph AA.a. of SECTION III - PHYSICAL be primary to the "employee's" personal DAMAGE COVERAGE is amended to provide a insurance. limit of $50 per day and a maximum limit of 3. AMENDED FELLOW EMPLOYEE EXCLUSION $1,000. EXCLUSION 5. - FELLOW EMPLOYEE - of 6. LOANILEASE GAP COVERAGE SECTION II - LIABILITY COVERAGE does not Under SECTION III - PHYSICAL DAMAGE apply if you have workers' compensation COVERAGE, in the event of a total "loss" to a insurance in-force covering all of your covered "auto", we will pay your additional legal "employees". obligation for any difference between the actual Coverage is excess over any other collectible cash value of the "auto" at the time of the "loss" insurance. and the"outstanding balance"of the loan/lease. 4. HIRED AUTO PHYSICAL DAMAGE COVERAGE "Outstanding balance" means the amount you If hired "autos" are covered "autos" for Liability owe on the loan/lease at the time of "loss" less Coverage and if Comprehensive, Specified any amounts representing taxes; overdue Causes of Loss, or Collision coverages are payments; penalties, interest or charges provided under this Coverage Form for any resulting from overdue payments; additional "auto" you own, then the Physical Damage mileage charges; excess wear and tear charges; Coverages provided are extended to"autos"you lease termination fees; security deposits not hire or barrow, subject to the following limit. returned by the lessor; costs for extended The most we will pay for "loss" to any hired warranties, credit life Insurance, health, accident or disability insurance purchased with the loan or "auto" is: lease; and carry-over balances from previous (1) $100,000; loans or leases. (2) The actual cash value of the damaged or 7. AIRBAG COVERAGE stolen property at the time of the"loss"; or Under Paragraph B. EXCLUSIONS - of (3) The cost of repairing or replacing the SECTION III - PHYSICAL DAMAGE damaged or stolen property, COVERAGE, the following is added: whichever is smallest, minus a deductible. The The exclusion relating to mechanical breakdown deductible will be equal to the largest deductible does not apply to the accidental discharge of an applicable to any owned "auto" for that airbag. coverage. No deductible applies to"loss"caused g, ELECTRONIC EQUIPMENT - BROADENED by fire or lightning. Hired Auto Physical Damage COVERAGE coverage is excess over any other collectible insurance. Subject to the above limit, deductible a. The exceptions to Paragraphs BA - and excess provisions, we will provide coverage EXCLUSIONS - of SECTION Ill - PHYSICAL equal to the broadest coverage applicable to any DAMAGE COVERAGE are replaced by the covered"auto"you own. following: We will also cover loss of use of the hired "auto" Exclusions 4.c. and 4.d. do not apply to if it results from an "accident", you are legally equipment designed to be operated solely liable and the lessor incurs an actual financial by use of the power from the "auto's" loss, subject to a maximum of $1000 per electrical system that, at the time of"loss", "accident". is: This extension of coverage does not apply to (1) Permanently installed in or upon any "auto" you hire or borrow from any of your the covered"auto"; "employees", partners (if you are a partnership), (2) Removable from a housing unit members (if you are a limited liability company), which is permanently installed in or members of their households. or upon the covered "auto"; (3) An integral part of the same unit housing any electronic equipment described in Paragraphs(1) and (2)above; or 02011, The Hartford (Includes copyrighted material Form HA 9916 0312 of ISO Properties, Inc.,with its permission.) Page 3 of 5 (4) Necessary for the normal If another Hartford Financial Services Group, operation of the covered "auto"or Inc. company policy or coverage form that is not the monitoring of the covered an automobile policy or coverage form applies to "auto's" operating system. the same"accident", the following applies: b.Section III -- Version CA 00 01 03 10 of the (1) If the deductible under this Business Auto Business Auto Coverage Form, Physical Coverage Form is the smaller (or smallest) Damage Coverage, Limit of Insurance, deductible, it will be waived; Paragraph C.2 and Version CA 00 01 10 01 of (2) If the deductible under this Business Auto the Business Auto Coverage Form, Physical Coverage Form is not the smaller (or Damage Coverage, Limit of Insurance, smallest) deductible, it will be reduced by Paragraph C are each amended to add the the amount of the smaller (or smallest) following: deductible. $1,500 is the most we will pay for "loss" in 12. AMENDED DUTIES IN THE EVENT OF any one "accident" to all electronic ACCIDENT,CLAIM, SUIT OR LOSS equipment (other than equipment designed The requirement in LOSS CONDITIONS 2.a. - solely for the reproduction of sound, and DUTIES IN THE EVENT OF ACCIDENT,CLAIM, accessories used with such equipment) SUIT OR LOSS - of SECTION IV - BUSINESS that reproduces, receives or transmits AUTO CONDITIONS that you must notify us of audio, visual or data signals which, at the time of"loss", is: an "accident"applies only when the"accident" is known to: (1) Permanently installed in or upon (1) You, if you are an individual; the covered "auto" in a housing, opening or other location that is not (2) A partner, if you are a partnership; normally used by the "auto" (3) A member, if you are a limited liability manufacturer for the installation of company; or such equipment; (4) An executive officer or insurance manager, if (2) Removable from a permanently you are a corporation, installed housing unit as described 13. UNINTENTIONAL FAILURE TO DISCLOSE in Paragraph 2.a. above or is an HAZARDS integral part of that equipment; or (3)An integral part of such equipment. If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we c.For each covered "auto", should loss be limited will not deny coverage under this Coverage to electronic equipment only, our obligation to Form because of such failure. pay for, repair, return or replace damaged or 14. HIRED AUTO-COVERAGE TERRITORY stolen electronic equipment will be reduced by the applicable deductible shown in the Paragraph e. of GENERAL CONDITIONS 7. Declarations, or $250, whichever deductible is POLICY PERIOD, COVERAGE TERRITORY - less. of SECTION IV - BUSINESS AUTO 9. EXTRA EXPENSE - BROADENED CONDITIONS is replaced by the following: COVERAGE e. For short-term hired "autos", the coverage Under Paragraph A. -COVERAGE -of SECTION territory with respect to Liability Coverage is III - PHYSICAL DAMAGE COVERAGE we will anywhere in the world provided that if the pay for the expense of returning a stolen covered "Insured's" responsibility to pay damages for "auto"to you. "bodily injury" or "property damage" is determined in a"suit,"the"suit" is brought in 10. GLASS REPAIR-WAIVER OF DEDUCTIBLE the United States of America, the territories Under Paragraph D.-DEDUCTIBLE-of SECTION and possessions of the United States of III - PHYSICAL DAMAGE COVERAGE, the America, Puerto Rico or Canada or in a following is added: settlement we agree to. No deductible applies to glass damage if the 15. WAIVER OF SUBROGATION glass is repaired rather than replaced. TRANSFER OF RIGHTS OF RECOVERY 11. TWO OR MORE DEDUCTIBLES AGAINST OTHERS TO US - of SECTION IV - Under Paragraph D.-DEDUCTIBLE-of SECTION BUSINESS AUTO CONDITIONS is amended by III - PHYSICAL DAMAGE COVERAGE, the adding the following: following is added: 02011, The Hartford (Includes copyrighted material Form HA 9916 0312 of ISO Properties, Inc.,with its permission.) Page 4 of 5 We waive any right of recovery we may have c.Regardless of the number of autos deemed a against any person or organization with whom total loss, the most we will pay under this you have a written contract that requires such Hybrid, Electric, or Natural Gas Vehicle waiver because of payments we make for Payment Coverage provision for any one damages under this Coverage Form. "loss" is $10,000. 16. RESULTANT MENTAL ANGUISH COVERAGE For the purposes of the coverage provision, The definition of "bodily injury" in SECTION V- a.A "non-hybrid" auto is defined as an auto that DEFINITIONS is replaced by the following: uses only an internal combustion engine to "Bodily injury" means bodily injury, sickness or move the auto but does not include autos disease sustained by any person, including powered solely by electricity or natural gas. mental anguish or death resulting from any of b.A "hybrid" auto is defined as an auto with an these. internal combustion engine and one or more 17. EXTENDED CANCELLATION CONDITION electric motors; and that uses the internal Paragraph 2. of the COMMON POLICY combustion engine and one or more electric CONDITIONS - CANCELLATION - applies motors to move the auto, or the internal except as follows: combustion engine to charge one or more electric motors,which move the auto. If we cancel for any reason other than 19. VEHICLE WRAP COVERAGE nonpayment of premium, we will mail or deliver to the first Named Insured written notice of In the event of a total loss to an "auto"for which cancellation at least 60 days before the effective Comprehensive, Specified Causes of Loss, or date of cancellation. Collision coverages are provided under this Coverage Form, then such Physical Damage 18. HYBRID, ELECTRIC, OR NATURAL GAS VEHICLE PAYMENT COVERAGE Coverages are amended to add the following: In the event of a total loss to a "non-hybrid" auto In addition to the actual cash value of the"auto", for which Comprehensive, Specified Causes of we will pay up to $1,000 for vinyl vehicle wraps Loss, or Collision coverages are provided under which are displayed on the covered "auto" at the this Coverage Form, then such Physical time of total loss. Regardless of the number of Damage Coverages are amended as follows: autos deemed a total loss, the most we will pay under this Vehicle Wrap Coverage provision for a.lf the auto is replaced with a "hybrid" auto or any one "loss" is $5,000. For purposes of this an auto powered solely by electricity or natural coverage provision, signs or other graphics gas, we will pay an additional 10%, to a painted or magnetically affixed to the vehicle are maximum of$2,500, of the "non-hybrid" auto's not considered vehicle wraps, actual cash value or replacement cost, whichever is less, b.The auto must be replaced and a copy of a bill of sale or new lease agreement received by us within 60 calendar days of the date of"loss," ©2011, The Hartford(Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc.,with its permission.) Page 6 of 5 -014 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number: 72 WE AB2915 Endorsement Number: Effective Date: 08/01/25 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: BURKE,WILLIAMS &SORENSEN LLP 444 S FLOWER ST STE 2400 LOS ANGELES CA 90071 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 Any person or organization for whom you are required by written contract or agreement to obtain this waiver of rights from us Countersigned by Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date: 07/19/25 Policy Expiration Date: 08/01/26 /-"I ® DATE(MM/DD/YYYY) 14� CERTIFICATE OF LIABILITY INSURANCE 01/12/2026 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 endorsement(s). PRODUCER CONTACT NAME: Aon Risk Services Central, Inc. PHONE (312) 381-1000 FAX (312) 381-7007 Chicago IL Office (A/C.No.Ext): A/C.No.: -a 200 East Randolph E-MAIL p Chicago IL 60601 USA ADDRESS: _ INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURER A: MS Transverse Specialty Insurance Comp 41807 Burke, Williams & Sorensen, LLP INSURERB: Ironshore specialty Insurance Company 25445 444 South Flower St., 40th Floor Los Angeles CA 90071 USA INSURER C: Endurance American Specialty Ins Co. 41718 INSURER D: Evanston Insurance Company 35378 INSURERE: Westfield specialty Insurance Comp 16992 INSURER F. COVERAGES CERTIFICATE NUMBER: 570117604469 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. Limits shown are as requested LTR TYPE OF INSURANCE INSD WVD I POLICY NUMBER MM/DD/YYYY MM/DD/YYYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE CLAIMS-MADE ❑OCCUR PREMISES Ea occurrence MED EXP(Any one person) PERSONAL&ADV INJURY v GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE o POLICY ❑PRO- JECT ❑LOC PRODUCTS-COMP/OP AGG OTHER: o AUTOMOBILE LIABILITY COMBINEDt SINGLE LIMIT Ea acciden , ANY AUTO BODILY INJURY(Per person) 0 Z OWNED SCHEDULED BODILY INJURY(Per accident) 0 AUTOS ONLY AUTOS R HI R PROPERTY DAMAGE ED AUTOS NON-OWNED V ONLY AUTOS ONLY (Per accident UMBRELLALIAB OCCUR EACH OCCURRENCE V EXCESS LIAB CLAIMS-MADE AGGREGATE DED RETENTION WORKERS COMPENSATION AND PER STATUTE I OTH- EMPLOYERS'LIABILITY y;N ER ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT -_ A Lawyers Professional MSTLPL00392 01/15/2 226 01/15/2027 Per Occurrence $5,000,000- C LPN30030693103 01/15/2026 01/15/2027 Aggregate $10,000,000 D MKLV3PLA000379 01/15/2026 01/15/2027 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Deductible: $350,000 Each Claim, $700,000 in the Aggregate and $50,000 step-Down, including defense costs �AP�PROVWDTu Tran Nguyen at 8:27 am,Jun 09,2028 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Santa Ana AUTHORIZED REPRESENTATIVE Ris Management Division 20 Civic Center Plaza Santa Ana, CA 92702 USA ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 570000082030 LOC#: A ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY NAMEDINSURED Aon Risk Services central , Inc. Burke, Williams & Sorensen, LLP POLICY NUMBER See certificate Number: 570117604469 CARRIER NAIC CODE See certificate Number: 570117604469 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance INSURER(S) AFFORDING COVERAGE NAIC# INSURER INSURER INSURER INSURER ADDITIONAL POLICIES If a policy below does not include limit information,refer to the corresponding policy on the ACORD certificate form for policy limits. INSR ADDL SUBR POLICY NUMBER POLICY POLICY LIMITS LTR TYPE OF INSURANCE EFFECTIVE EXPIRATION INSD WVD DATE DATE (MM/DD/YYYY) (MM/DD/YYYY) OTHER B LPL7CABW3D1007 01/15/2026 01/15/2027 E LPL00003Y204 01/15/2026 01/15/2027 ACORD 101(2008/01) ©2008 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD