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Home My WebLink AboutCREATIVE OUTDOOR ADVERTISING OF AMERICA, INC. I JSLIR;'+PiCE ON FILE UE'P Ur ,,..,r .fit'; 6-019 rl51Dr a MAR 0 5 2026 o'Pwii (z) M ar ltn-e,Pri CAI as(Ds) AGREEMENT BETWEEN CREATIVE OUTDOOR ADVERTISING AND THE CITY OF SANTA ANA THIS AGREEMENT is made and entered into on this 17"' day of February, 2026, by and between Creative Outdoor Advertising of America, Inc., a Florida corporation ("Vendor"), 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. City issued Request for Proposal ("RFP") No. 25-107 seeking to retain a vendor having special skill and knowledge in the field of managing advertising programs at designated bus stops and bus shelters in the City. B. Vendor submitted a responsive proposal to RFP 25-107 that was selected by the City, C. In undertaking the performance of this Agreement, Vendor represents that it is knowledgeable in its field and that any services performed by Vendor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional 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 Vendor shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described in the Exhibit A,attached hereto and incorporated by reference. 2. COMPENSATION a. Vendor shall pay the City the greater of(1) a minimum annual guarantee (MAG) of $160,000; or (2) Fifty-five percent of the gross advertising sales revenue, generated from the advertising program, as described in Exhibit B, attached hereto and incorporated by reference. As used herein, "gross advertising sales revenue" shall refer to all amounts billed and/or collected by Vendor without any deduction. b. Payment by Vendor shall be made to City on a monthly basis pursuant to direction provided by City. Payments shall be made payable to the City at the following address: City of Santa Ana, Public Works Agency, Attn: Administrative Services Manager, 20 Civic Center Plaza(M-21), PO Box 1988, Santa Ana, CA 92702. c. A charge of ten percent (10%) shall be applied to any late payments due to City. 3. TERM Page 1 of 8 This Agreement shall commence on February 3, 2026 for a three (3) year term, with the option for the City to grant up to two, one-year extensions upon a writing executed by the City Manager and City Attorney, unless terminated earlier in accordance with Section 15,below. 4. INDEPENDENT CONTRACTOR Vendor shall, during the entire term of this Agreement, be construed to be an independent Vendor 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 Vendor performs the services which are the subject matter of this Agreement; however, the services to be provided by Vendor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Vendor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes,which are prepared or caused to be prepared by Vendor under this Agreement ("Documents & Data"). Vendor 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. Vendor represents and warrants that Vendor has the legal right to license any and all Documents &Data. Vendor makes no such representation and warranty in regard to Documents & Data which were provided to Vendor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Insurance requirements are attached hereto as Exhibit C. 7. INDEMNIFICATION Vendor 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 Vendor, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages,just compensation, restitution,judicial or equitable relief Page 2 of 8 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 Vendor 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 Vendor'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 Vendor. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Vendor 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 Vendor to the City pursuant to this Agreement. 9. RECORDS Vendor shall keep records and invoices in connection with the work to be performed under this Agreement. Vendor 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 Vendor under this Agreement. All such records and invoices shall be clearly identifiable. Vendor 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. Vendor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of five (5) years from the date of final payment to Vendor under this Agreement. 10. CONFIDENTIALITY If Vendor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Vendor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information,but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that(a)has been disclosed in publicly available sources; (b) is, through no fault of the Vendor, disclosed in a Pajac 3 of 8 publicly available source; (c) is in rightful possession of the Vendor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Vendor without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE a. Vendor 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. b. No immediate family members of either the Mayor, City Council Member, or any appointed City Official, including appointed board and commission members, as defined under the City's Municipal Code, whose position with the City shall award or influence the award of this Agreement, or any competing contract or amendment thereof, shall be employed in any capacity by the Vendor or have any other direct or indirect financial benefit or interest in this Agreement. c. The section -also prohibits the awarding of any agreement, contract, grant, or any amendment to those awards, to any former full-time employee for one-year from date of employee separation except for any CaIPERS retiree as authorized by City Council resolution. d. The Vendor 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. The Vendor warrants that it is not now aware of any facts which conflict with the prohibitions defined above. If the Vendor 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. e. Vendor covenants that none of its directors, officers, employees, or agents shall participate in selecting or administering 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. NON-DISCRIMINATION Vendor 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. Vendor affirms that it is an equal opportunity employer and shall comply with all Paize 4 of 8 applicable federal, state and local laws and regulations. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Vendor, 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 Vendor. 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 Vendor 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 Vendor, Vendor 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 Contractors retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, City shall be entitled to receive and Vendor shall pay all amounts due and payable to City, subject to the following conditions: a. Within thirty(30) days of receipt of the written notice of termination,Vendor shall provide City with final compensation in accordance with the terms of this Agreement. Such final compensation shall be accompanied by a final report which includes all relevant records and invoices required by this Agreement. b. City may require Vendor 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 Vendor consents to the City's use thereof for such purposes as the City deems appropriate. C. Within thirty (30) days receipt of written notice of termination, Vendor shall remove all ads and restore all City facilities and equipment to its original condition. Vendor shall bear responsibility for repair of any damage to City facilities and equipment caused by Vendor. 16. WAIVER. PaEc 5 of 8 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 Vendor 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. Vendor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: City Cleric City of Santa Ana 20 Civic Center Plaza(M-30) P.O. Box 1988 Santa Ana, CA92702-1988 Fax: 714- 647-6956 With courtesy copies to: Executive Director, Public Works Agency City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, California 92702 PaLye 6 of 8 To Vendor: John Apostolopoulos Director of Municipal Relations Creative Outdoor Advertising 15303 Ventura Blvd., Suite 1490 Sherman Oaks, California 91403 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 beenn 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 on following page] Paai-. 7 of k 1N WITNESS WHEREOF,the pai ties hereto have executed this Agreement the date and year first above written. ATTEST CITY OF SANTA ANA i T' ors•+ ennifer L 11 Alvaro Nunez City Cler City Manager APPROVER AS TO FORiII VENDOR SOMA R. CARVALHO City Attorney By: '., //� - Matthew Kearney Kyle ellesen By: Matthew Kearney Assistant City Attorney Title: Chief Executive Officer RECON VIENDED FOR APPROVAL: n �r1e Digitally signed by Rodolfo Rosas Rodoif® RoSas DN:cn-Rodol5arita s, Il _ errzail=rrosasC�sanSa-ana.org,[=V5 Date;2026.01.27 11 09c40-08'00' Rodolfo Rosas, P_E_ Acting Executive Director Public Works Agency Page 8 of 8 City Council 13— 14 2I17/2026 EXHIBIT A CITY OF SANTA ANA RFP NO.: 25-096 MANAGEMENT OF ADVERTISING AT BUS SHELTERS AND BUS STOPS IN THE CITY OF SANTA ANA. SCOPE OF WORK INTRODUCTION AND BACKGROUND The City of Santa Ana{"City"or"Santa Ana")is interested in contracting with a qualified and experienced Company to manage its advertising program at designated bus stops and bus shelters throughout the city. Services include the full scope of advertising operations, including sales, installation, and compliance, with the goal of maximizing advertising revenue while preserving the visual quality and functionality of the City's transit-related street furniture. DESCRIPTION OF WORK I. Sales and Marketing The selected vendor will be responsible for: a. Developing and executing a comprehensive marketing and sales strategy aimed at maximizing advertising revenue across bus stops and bus shelters throughout the City of Santa Ana. i. This strategy should be data-driven, scalable, and adaptable to changing market conditions. ii. The vendor will proactively identify and pursue potential advertisers, targeting a diverse mix of local businesses, regional organizations, and national brands to ensure a broad and sustainable revenue base. To support sales efforts,the vendor will be expected to: b. Produce professional marketing collateral, including media kits, rate cards, demographic data, and other promotional materials that clearly communicate the value of advertising in Santa Ana's transit network. i. These materials should highlight audience reach, traffic counts, geographic advantages, and any value-added features such as digital displays or high-visibility locations. c. The vendor will also be responsible for negotiating advertising contracts, finalizing agreements, and managing client relationships with a focus on transparency, customer service, and long-term retention. II. Production and Installation The selected vendor will be responsible for: CITY OF SANTA ANA RFP NO.: 25-096 MANAGEMENT OF ADVERTISING AT BUS SHELTERS AND sus STOPS IN THE CITY OF SANTA ANA a. The production and installation of all advertising materials, including but not limited to: i. Vinyl posters, ii. Static displays, and iii. Digital signage where applicable. iv. All advertisements must be installed securely and in a manner that ensures high visual quality, consistency, and public safety. b. The vendor must regularly inspect installations to maintain aesthetic standards and functionality across all sites. c. In addition, the vendor is required to promptly remove any expired, damaged, or non- compliant advertisements to prevent visual clutter and ensure compliance with City regulations. 11I.Inventory and Space Management The selected vendor will be responsible for: a. Maintaining an up-to-date inventory of all available advertising locations associated with bus stops and bus shelters across the City. i. This includes tracking occupancy, availability, and condition of each advertising unit to ensure optimal use of space. b. The vendor will coordinate closely with the City of Santa Ana Public Works Agency to confirm space availability, accommodate changes to infrastructure, and align advertising placements with City planning initiatives. c. Additionally,the vendor must manage and schedule advertisement rotations in accordance with contractual obligations, ensuring timely updates and minimizing gaps in ad coverage. CITE' OF SANTA ANA RFP NO.: 25-096 MANAGEMENT OF ADVERTISING AT ]BUS SHELTERS AND BUS STOPS IN THE CITY OF SANTA ANA IV. Compliance and Approvals The selected vendor will be responsible for: a. Ensuring that all advertisements comply with applicable local, state, and federal laws, including regulations related to content,placement, and public safety. b. The vendor must also respond promptly and appropriately to any public complaints or formal notices issued by the City regarding specific advertisements, including taking corrective action when necessary. V. Reporting and Revenue Sharing The selected vendor will be required to: a. Provide monthly reports detailing advertising sales, panel occupancy rates, and total revenue generated. b. In addition,the vendor must submit quarterly financial statements that clearly outline gross advertising sales and the corresponding revenue share owed to the City. c. All payments to the City must be remitted in accordance with the terms specified in the contract, ensuring accuracy, timeliness, and transparency in all financial transactions. d. The City may perform an annual financial audit of vendor at City's cost. VI. Digital Asset Management and Operational Tracking To ensure efficiency, transparency, and accountability in the administration of the bus stop and bus shelter advertising program, the selected vendor shall: a. Implement a comprehensive digital system to manage all aspects of operations. i. This system must include the use of barcodes and scanners to uniquely identify and track each advertising location and asset across the City of Santa Ana. ii. Each shelter or advertising unit should be labeled with a scannable barcode or QR code that links to a centralized management portal. iii. The digital platform must support real-time tracking and documentation of advertising installations,maintenance activities, and ad rotation schedules. iv. It should allow authorized personnel to log updates from the field, upload photos, verify completed tasks, and flag issues for repair or compliance review. v. The centralized portal should also serve as a reporting hub, housing: 1. Sales data, CITY OF SANTA ANA RFP NO.: 25-096 MANAGEMENT OF ADVERTISING AT BUS SHELTERS AND BUS STOPS IN THE CITY OF SANTA ANA 2. Occupancy metrics, 3. Maintenance logs, and 4. Financial records, enabling both the vendor and City staff to monitor performance, ensure compliance, and streamline communication. b. This digital infrastructure is critical to maintaining a modern, responsive, and well- documented advertising program that meets the operational and strategic goals of the City. VII. Performance Metrics a. The performance of the selected vendor will be evaluated based on a set of key metrics designed to ensure accountability and quality service. i. These metrics include the achievement of agreed-upon revenue targets and the consistent maintenance of a high percentage of ad space occupancy across all shelters and bus stops. ii. Timely execution is also critical; therefore, the vendor must complete ad installations and resolve reported issues within 48 hours. iii. Additionally, strong performance will be reflected in the absence of unresolved public complaints or regulatory violations, demonstrating the vendor's commitment to compliance, responsiveness, and professional standards. EXHIBIT B RFP#.25-096 CDA's Advertising Program Technical Proposal City of Santa Ana REVENUE PROPOSAL Creative Outdoor Advertising proposes to share advertising revenue with the City of Santa Ana based on the greater of: • A Minimum Annual Guarantee (MAG)of$160,000,paid to the City in equal monthly installments; or • Fifty-five percent(55%)of gross advertising sales revenue,generated from the advertising program. This structure ensures the City receives a strong, predictable revenue stream while also benefiting from the upside potential of increased advertising sales. COA`s proven marketing strategies and consistently high occupancy rates position us to maximize revenue across all available inventory. Ass mI,jIDNS • This revenue proposal is based on the current inventory of 160 advertising units with 320 advertising faces— the number that we are presently authorized to advertise on in the City of Santa Ana. If the available adver-Jsing inventory changes during the term of the agreement, COA would be pleased to engage in a discussion with City staff to ensure the revenue structure continues to align with the scope of the program. • It is assumed that the City of Santa Ana will be responsible for all utility costs associated with the operation of illuminated transit shelters, including but not limited to electricity for lighting and any other powered components. Phone:1.800.661.5088 30 www.CreativeOutdoor.com EXHIBIT C Vendor shall procure and maintain for the duration of the agreement, the following insurance coverages: MINIMUM SCOPE AND LIMIT OF INSURANCE Vendor shall maintain limits of insurance coverage in the following minimum amounts and shall be at least as broad as: • Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an 'occurrence" basis, including products and completed operations, properly damage, bodily injury and personal &advertising injury with limits no less than $2,000,000 per occurrence and $4,000,000 aggregate. • Automobile Liability (AL): Insurance Services Office Form CA 00 01 covering Code 1 (any auto), with combined single limits of $1,000,000. In the event Vendor does not maintain commercial automobile liability insurance, City will accept evidence of personal automobile insurance with existing limits, which can be lower than $1,000,000. • 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, per employee, per policy for bodily injury or disease. This requirement can be waived if Vendor has no employees, If Vendor maintains broader coverage and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Vendor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions: 1. CGL and AL policies: City of Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds with respect to liability arising out of work or operations performed by or on behalf of the Vendor including materials, parts, equipment, and personnel furnished in connection with such work or operations. 2. CGL, AL, and WC policies: Insurance company(ies) agrees to waive all rights of subrogation against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of any policy which arise from work performed by Vendor for City. 3. All required insurance policies: For any claims related to this contract, Vendor's insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. 4. All required insurance policies: A severability of interest provision must apply for all the additional insureds, ensuring that Vendor's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. 5. Each insurance policy 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. 6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: Marlene Alcaraz, 20 Civic Center Plaza, M-93, Santa Ana, CA 92701. The name and location of event should 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. City may require Vendor 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 Vendor 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 to Entity before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Vendor'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. Claims Made Policies If any of the required policies provide coverage on a claims-made basis: 1. The retroactive date must be shown and must be before the date of the contract or the beginning of work. 2. Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of work. 3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, Vendor must purchase "extended reporting" coverage for a minimum of three (3) years after completion of work. Subcontractors Vendor shall require and verify that all sub-contractors maintain insurance meeting all the requirements stated herein, and Vendor shall ensure that City is an additional insured on insurance required from sub-contractors. 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. Signature: MaMhew Keanle� M.Hh..Kea y(Janif,cols U:19:56 ESf) Email: matthewkearney@creativeoutdoor.com Agreement v Creative Outdoor (25-107) (CAO 1 .22026)(21488441 ) Final Audit Report 2026-01-27 Created: 2026-01-27 By: marlene afcaraz(malcaraz@santa-ana.org) Status: Signed Transaction ID: CBJCHBCAABAART5C4vHccPewJ3avCywHlFjXvcwgojiB "Agreement - Creative Outdoor (25-107) (CAO 1 .22.26)(214888 4. 1 )" History t Document created by marlene alcaraz (malcaraz@santa-ana.org) 2026-01-27-5:16:00 PM GMT Document emailed to Matthew Kearney (matthewkearney@creativecutdoor.com) for signature 2026-01-27-5:16:06 PM GMT Email viewed b Matthew Kearne matthewkearne y y ( y@creativeoutdocr.com) 2026-01-27-5:18:28 PM GMT ,0 Document e-signed by Matthew Kearney (matthowkearney@creativeoutdoor.com) Signature Date:2026-01-27-5:19:56 PM GMT-Time Source:server Agreement completed. 2026-01-27-5:19:56 PM GMT 77/7/2026 E(MM/DD/YYYY) A�" CERTIFICATE OF LIABILITY INSURANCE 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: Craig Duncan Hauser PHONE FAX 5905 E. Galbraith Rd, Ste 9000 A/C No Ext: 513-745-9200 A/c,No:513-745-9219 Cincinnati OH 45236 ADDE-MRESS: cduncan@thehausergroup.com INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: Federal Insurance Company 20281 INSURED CREAOUT-01 INSURER B: Creative Outdoor Advertising of America 15303 Ventura Blvd, Suite 1490 INSURERC: Sherman Oaks CA 91403 INSURERD: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:827147630 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICYNUMBER MM/DD MM/DD A X COMMERCIAL GENERAL LIABILITY Y Y 36089692 5/1/2026 5/1/2027 EACH OCCURRENCE $1,000,000 DAMAGES( RENTED CLAIMS-MADE OCCUR PREMISES Ea occurrence) ccurrence) $1,000,000 MED EXP(Any one person) $15,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY❑ PRO- ❑ JECT LOC PRODUCTS-COMP/OP AGG $ OTHER: $ A AUTOMOBILE LIABILITY Y Y 73646811 5/1/2026 5/1/2027 COMBINED SINGLE LIMIT $1,000,000 Ea accident X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED A UTOS ONLY AUTOS BODILY INJURY(Per accident) $ HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident X Comp$1000 X Coll$1000 $ A X UMBRELLA LAB X OCCUR Y Y 56725657 5/1/2026 5/1/2027 EACH OCCURRENCE $5,000,000 EXCESS LAB CLAIMS-MADE AGGREGATE $5,000,000 DED RETENTION$ $ A WORKERS COMPENSATION Y 71842493 5/1/2026 5/1/2027 X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? ❑ N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) City of Santa Ana, Its City Council, Officers, Officials, Employees,Agents and Volunteers are listed as Additional Insured on the General Liability,Auto Liability and Umbrella Coverage,as required by written contract or agreement.Waiver of Subrogation in favor of the Additional Insured applies on General Liability, Auto Liability, Umbrella and Workers Comp as required by written contract or agreement. APPROVED CERTIFICATE HOLDER CANCELLATION By Tu Tran Nguyen at 7:37 am,Ju108,2026 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. Attention: PWA—Development Engineering 20 Civic Center Plaza , M-93 AUTHORIZED REPRESENTATIVE Santa Ana CA 92701 @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD C H U B B° General Liability Supplementary b. release attachments; Payments but only for bond amounts within the available Limit Of Insurance.We do not have to (continued) furnish these bonds. C. reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of such claim or suit,including actual loss of earnings up to$1000 a day because of time off from work. D. costs taxed against the insured in the suit,except any: 1. attorney fees or litigation expenses;or 2. other loss,cost or expense; in connection with any injunction or other equitable relief. E. prejudgment interest awarded against the insured on that part of a judgment we pay.If we make an offer to pay the applicable Limit Of Insurance,we will not pay any prejudgment interest based on that period of time after the offer. F. interest on the full amount of a judgment that accrues after entry of the judgment and before we have paid,offered to pay or deposited in court the part of the judgment that is within the applicable Limit Of Insurance. Supplementary Payments does not include any fine or other penalty. These payments will not reduce the Limits Of Insurance. Our obligation to make these payments ends when we have used up the applicable Limit Of Insurance. Coverage Territory This insurance applies anywhere,provided the insured's responsibility to pay damages,to which this insurance applies,is determined in a suit on the merits brought in the United States of America (including its possessions and territories),Canada or Puerto Rico,or in a settlement to which we agree. Who Is An Insured Sole Proprietorships If you are an individual,you and your spouse are insureds;but you and your spouse are insureds only with respect to the conduct of a business of which you are the sole owner. If you die: • persons or organizations having proper temporary custody of your property are insureds;but they are insureds only with respect to the maintenance or use of such property and only for acts until your legal representative has been appointed;and • your legal representatives are insureds;but they are insureds only with respect to their duties as your legal representatives.Such legal representatives will assume your rights and duties under this insurance. Liability Insurance Form 80-02-2000(Rev.4-01) Contract Page 5 of 32 Who Is An Insured (continued) Partnerships Or Joint If you are a partnership(including a limited liability partnership)or a joint venture,you are an Ventures insured.Your members,your partners and their spouses are insureds;but they are insureds only with respect to the conduct of your business. Limited Liability If you are a limited liability company,you are an insured.Your members and their spouses are Companies insureds;but they are insureds only with respect to the conduct of your business.Your managers are insureds;but they are insureds only with respect to their duties as your managers. Other Organizations If you are an organization(including a professional corporation)other than a partnership,joint venture or limited liability company,you are an insured.Your directors and officers are insureds; but they are insureds only with respect to their duties as your directors or officers.Your stockholders and their spouses are insureds;but they are insureds only with respect to their liability as your stockholders. Employees Your employees are insureds;but they are insureds only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However,no employee is an insured for: A. bodily injury,advertising injury or personal injury: 1. to you,to any of your directors,managers,members,officers or partners(whether or not an employee)or to any co-employee while such injured person is either in the course of his or her employment or while performing duties related to the conduct of your business; 2. to the brother,child,parent,sister or spouse of such injured person as a consequence of any injury described in subparagraph A.1.above;or 3. for which there is any obligation to share damages with or repay someone else who must pay damages because of any injury described in subparagraphs A.1.or A.2. above. With respect to bodily injury only,this limitation does not apply to: • you or to your directors,managers,members,officers,partners or supervisors as insureds;or • your employees,as insureds,with respect to such damages caused by cardio- pulmonary resuscitation or first aid services administered by such an employee;or B. property damage to any property owned,occupied or used by you or by any of your directors,managers,members,officers or partners(whether or not an employee)or by any of your employees. This limitation does not apply to property damage to premises while rented to you or temporarily occupied by you with permission of the owner. Liability Insurance Form 80-02-2000(Rev.4-01) Contract Page 6 of 32 C H U B B° General Liability Who Is An Insured (continued) Volunteers Persons who are volunteer workers for you are insureds;but they are insureds only for acts within the scope of their activities for you and at your direction. Real Estate Managers Persons(other than your employees)or organizations acting as your real estate managers are insureds;but they are insureds only with respect to their duties as your real estate managers. Permissive Users Of With respect to mobile equipment registered in your name under a motor vehicle registration law: Mobile Equipment A. persons driving such equipment on a public road with your permission are insureds;and B. persons or organizations responsible for the conduct of such persons described in subparagraph A.above are insureds;but they are insureds only with respect to the operation of the equipment and only if no other insurance of any kind is available to them. However,no person or organization is an insured with respect to: • bodily injury to any co-employee of the person driving the equipment;or • property damage to any property owned or occupied by or loaned or rented to you,or in your charge or the charge of the employer of any person who is an insured under this provision. Vendors Persons or organizations who are vendors of your products are insureds;but they are insureds only with respect to their liability for damages for bodily injury or property damage resulting from the distribution or sale of your products in the regular course of their business and only if this insurance applies to the products-completed operations hazard. However,no such person or organization is an insured with respect to any: • assumption of liability by them in a contract or agreement.This limitation does not apply to the liability for damages for bodily injury or property damage that such vendor would have in the absence of such contract or agreement; • representation or warranty unauthorized by you; • physical or chemical change in your products made intentionally by the vendor; • repackaging,unless unpacked solely for the purpose of inspection,demonstration or testing, or the substitution of parts under instruction from the manufacturer and then repacked in the original container; • failure to make such inspections,adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business in connection with the distribution or sale of your products; • demonstration,installation,servicing or repair operations,except such operations performed at the vendor's premises in connection with the sale of your products;or • of your products which,after distribution or sale by you,have been labeled or relabeled or used as a container,ingredient or part of any other thing or substance by or for the vendor. Liability Insurance Form 80-02-2000(Rev.4-01) Contract Page 7 of 32 Who Is An Insured Vendors Further,no person or organization from whom you have acquired your products,or any container, (continued) ingredient or part entering into,accompanying or containing your products,is an insured under this provision. Lessors Of Equipment Persons or organizations from whom you lease equipment are insureds;but they are insureds only with respect to the maintenance or use by you of such equipment and only if you are contractually obligated to provide them with such insurance as is afforded by this contract. However,no such person or organization is an insured with respect to any: • damages arising out of their sole negligence;or • occurrence that occurs,or offense that is committed,after the equipment lease ends. Lessors Of Premises Persons or organizations from whom you lease premises are insureds;but they are insureds only with respect to the ownership,maintenance or use of that particular part of such premises leased to you and only if you are contractually obligated to provide them with such insurance as is afforded by this contract. However,no such person or organization is an insured with respect to any: • damages arising out of their sole negligence; • occurrence that occurs,or offense that is committed,after you cease to be a tenant in the premises;or • structural alteration,new construction or demolition operations performed by or on behalf of them. Subsidiary Or Newly If there is no other insurance available,the following organizations will qualify as named insureds: Acquired Or Formed 0 a subsidiary organization of the first named insured shown in the Declarations of which,at Organizations the beginning of the policy period and at the time of loss,such first named insured controls, either directly or indirectly,more than fifty(50)percent of the interests entitled to vote generally in the election of the governing body of such organization;or • a subsidiary organization of the first named insured shown in the Declarations that such first named insured acquires or forms during the policy period,if at the time of loss such first named insured controls,either directly or indirectly,more than fifty(50)percent of the interests entitled to vote generally in the election of the governing body of such organization. Limitations On Who Is An A. Except to the extent provided under the Subsidiary Or Newly Acquired Or Formed Insured Organizations provision above,no person or organization is an insured with respect to the conduct of any person or organization that is not shown as a named insured in the Declarations. B. No person or organization is an insured with respect to the: 1. ownership,maintenance or use of any assets;or 2. conduct of any person or organization whose assets,business or organization; Liability Insurance Form 80-02-2000(Rev.4-01) Contract Page 8 of 32 C H U B B° General Liability Who Is An Insured Limitations On Who Is An you acquire,either directly or indirectly,for any: Insured • bodily injury or property damage that occurred;or (continued) • advertising injury or personal injury arising out of an offense first committed; in whole or in part,before you,directly or indirectly,aquired such assets,business or organization. Limits Of Insurance The Limits Of Insurance shown in the Declarations and the rules below fix the most we will pay, regardless of the number of: • insureds; • claims made or suits brought;or • persons or organizations making claims or bringing suits. The Limits Of Insurance apply separately to each consecutive annual period and to any remaining period of less than twelve(12)months,starting with the beginning of the policy period shown in the Declarations,unless the policy period is extended after issuance for an additional period of less than twelve(12)months.In that case,the additional period will be deemed part of the last preceding period for purposes of determining the Limits Of Insurance. General Aggregate Limit Subject to the Each Occurrence Limit,the General Aggregate Limit is the most we will pay for the sum of: • damages for bodily injury and property damage,except damages included in the products-completed operations hazard;and • medical expenses. Products-Completed Subject to the Each Occurrence Limit,the Products-Completed Operations Aggregate Limit is the Operations Aggregate most we will pay for the sum of damages for bodily injury and property damage included in the Limit products-completed operations hazard. Advertising Injury And The Advertising Injury And Personal Injury Aggregate Limit is the most we will pay for the sum of Personal Injury Aggregate damages for advertising injury and personal injury. Limit Each Occurrence Limit The Each Occurrence Limit is the most we will pay for the sum of: • damages for bodily injury and property damage;and • medical expenses; arising out of any one occurrence. Any amount paid for damages or medical expenses will reduce the amount of the applicable aggregate limit available for any other payment. Liability Insurance Form 80-02-2000(Rev.4-01) Contract Page 9 of 32 Limits Of Insurance Each Occurrence Limit If the applicable aggregate limit has been reduced to an amount that is less than the Each (continued) Occurrence Limit,the remaining amount of such aggregate limit is the most that will be available for any other payment. Damage To Premises Subject to the Each Occurrence Limit,the Damage To Premises Rented To You Limit is the most Rented To You Limit we will pay for the sum of damages for property damage to any one premises while rented to you or temporarily occupied by you with permission of the owner. Medical Expenses Limit Subject to the Each Occurrence Limit,the Medical Expenses Limit is the most we will pay for the sum of medical expenses,under Medical Expenses coverage,for bodily injury sustained by any one person. Bodily Injury/Property None of the following exclusions,except"Contracts","Expected Or Intended Injury"and"Loss In Damage Exclusions Progress",apply to property damage to premises while rented to you or temporarily occupied by you with permission of the owner. Aircraft,Autos Or This insurance does not apply to bodily injury or property damage arising out of the ownership, Watercraft maintenance,use(use includes operation and loading or unloading)or entrustment to others of any: • aircraft; • auto;or • watercraft; owned or operated by or loaned or rented to any insured. This exclusion does not apply to: A. a watercraft while ashore on premises owned by or rented to you; B. a watercraft you do not own,provided that it: 1. is less than fifty-five(55)feet long;and 2. does not transport persons or cargo for a charge; C. the parking of an auto on premises owned by or rented to you,provided the auto is not owned by or loaned or rented to you or the insured; D. the liability for damages assumed in an insured contract resulting from the ownership, maintenance or use,by others,of an aircraft or watercraft; E. the operation of the equipment described in subparagraphs F.2.or F.3.of the definition of mobile equipment;or F. an aircraft you do not own,provided that: 1. the pilot in command holds a currently effective certificate,issued by the duly constituted authority of the United States of America or Canada,designating that person as a commercial or airline transport pilot; Liability Insurance Form 80-02-2000(Rev.4-01) Contract Page 10 of 32 C H U B B° General Liability Bodily Injury/Property Damage Exclusions Aircraft,Autos Or 2. it is rented with a trained,paid crew;and Watercraft 3. it does not transport persons or cargo for a charge (continued) Alcoholic Beverage Type This insurance does not apply to bodily injury or property damage for which any insured may be Businesses held liable by reason of: • causing or contributing to the intoxication of any person; • furnishing alcoholic beverages to a person under the legal drinking age or under the influence of alcohol;or • any statute,ordinance or regulation relating to the sale,gift,distribution or use of alcoholic beverages. This exclusion applies only if you are in the business of manufacturing,distributing,selling,serving or furnishing alcoholic beverages. Contracts This insurance does not apply to bodily injury or property damage for which the insured is obligated to pay damages by reason of assumption of liability in a contract or agreement. This exclusion does not apply to the liability for damages: • that such insured would have in the absence of such contract or agreement;or • assumed in an oral or written contract or agreement that is an insured contract,provided the bodily injury or property damage,to which this insurance applies,occurs after the execution of such contract or agreement. Damage To Alienated This insurance does not apply to property damage to any premises you sell,give away or abandon, Premises if the property damage arises out of any part of those premises. This exclusion does not apply if the premises are your work and were never occupied,rented or held for rental by you. Damage To Impaired This insurance does not apply to property damage to: Property Or Property Not Physically Injured impaired property;or • property that has not been physically injured; arising out of any: • defect,deficiency,inadequacy or dangerous condition in your product or your work;or Liability Insurance Form 80-02-2000(Rev.4-01) Contract Page 11 of 32 Bodily Injured/Property Damage Exclusions Damage To Impaired delay or failure by you or anyone acting on your behalf to perform a contract or agreement in Property Or Property Not accordance with its terms and conditions. Physically Injured This exclusion does not apply to the loss of use of other tangible property resulting from sudden and (continued) accidental physical injury to your product or your work after it has been put to its intended use. Damage To Owned This insurance does not apply to property damage to any property owned by you. Property Damage To Various This insurance does not apply to property damage to any: Property Of Others (Care, personal property loaned or rented to you; Control Or Custody) • property held by you or on your behalf for sale or entrusted to you for safekeeping or storage; • property on your premises for purposes of performing operations on such property by you or on your behalf, • tools or equipment used by you or on your behalf in performing operations;or • property in your care,control or custody that will be erected,installed or used in construction operations by you or on your behalf. This exclusion does not apply to the liability for damages assumed in a sidetrack agreement. Damage To Your Product This insurance does not apply to property damage to your product arising out of it or any part of it. Damage To Your Work This insurance does not apply to property damage to your work arising out of it or any part of it and included in the products-completed operations hazard. This exclusion does not apply if the damaged work or the work causing the damage was performed on your behalf by a subcontractor. Employer's Liability A. This insurance does not apply to bodily injury to an employee of the insured arising out of and in the course of- 1. employment by the insured;or 2. performing duties related to the conduct of the insured's business. B. This insurance does not apply to bodily injury to the brother,child,parent,sister or spouse of such employee as a consequence of any injury described in paragraph A.above. This exclusion applies: • whether the insured may be liable as an employer or in any other capacity;and • to any obligation to share damages with or repay someone else who must pay damages because of any injury described in paragraphs A.or B.above. Liability Insurance Form 80-02-2000(Rev.4-01) Contract Page 12 of 32 C H U B B° General Liability Bodily Injured/Property Damage Exclusions Employer's Liability This exclusion does not apply to the liability for damages assumed by the insured in an insured (continued) contract. Expected Or Intended This insurance does not apply to bodily injury or property damage arising out of an act that: Injury 0 is intended by the insured;or would be expected from the standpoint of a reasonable person in the circumstances of the insured; to cause bodily injury or property damage,even if the actual bodily injury or property damage is of a different degree or type than intended or expected. This exclusion does not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or tangible property. Loss In Progress This insurance does not apply to bodily injury or property damage that is a change,continuation or resumption of any bodily injury or property damage known by you,prior to the beginning of the policy period,to have occurred. Bodily injury or property damage will be deemed to be known by you: A. if such injury or damage is known by,or should have been known from the standpoint of a reasonable person in the circumstances of- 1. you; 2. any of your directors,managers,members,officers(or their designees)or partners (whether or not an employee);and B. when any person described in paragraph A.above: 1, reports all,or any part,of any such injury or damage to us or any other insurer; 2. receives a claim or a demand for damages because of any such injury or damage;or 3. becomes aware that any such injury or damage has occurred or has begun to occur. Mobile Equipment This insurance does not apply to bodily injury or property damage arising out of the Transportation transportation of mobile equipment by an auto owned or operated by or loaned or rented to any insured. Liability Insurance Form 80-02-2000(Rev.4-01) Contract Page 13 of 32 Advertising Injury/Personal Injury Exclusions Breach Of Contract This insurance does not apply to advertising injury or personal injury arising out of breach of contract. Continuing Offenses This insurance does not apply to advertising injury or personal injury that arises out of that part of an offense that continues or resumes after the later of the end of the policy period of: A. this insurance;or B. a subsequent,continuous renewal or replacement of this insurance,that: 1. is issued to you by us or by an affiliate of ours; 2. remains in force while the offense continues;and 3. would otherwise apply to advertising injury and personal injury. Contracts This insurance does not apply to advertising injury or personal injury for which the insured is obligated to pay damages by reason of assumption of liability in a contract or agreement. This exclusion does not apply to the liability for damages: • that such insured would have in the absence of such contract or agreement;or • assumed in a written contract or agreement that is an insured contract,provided the advertising injury or personal injury,to which this insurance applies,is caused by an offense first committed after the execution of such contract or agreement. Crime Or Fraud This insurance does not apply to advertising injury or personal injury arising out of any criminal or fraudulent conduct committed by or with the consent or knowledge of the insured. Expected Or Intended This insurance does not apply to advertising injury or personal injury arising out of an offense, Injury committed by or on behalf of the insured,that: • is intended by such insured;or • would be expected from the standpoint of a reasonable person in the circumstances of such insured; to cause injury. Failure To Conform To This insurance does not apply to advertising injury or personal injury arising out of the failure of Representations Or goods,products or services to conform with any electronic,oral,written or other representation or Warranties warranty of durability,fitness,performance,quality or use. Internet Activities This insurance does not apply to advertising injury or personal injury arising out of: • controlling,creating,designing or developing of another's Internet site; Liability Insurance Form 80-02-2000(Rev.4-01) Contract Page 14 of 32 C H U B B° General Liability Advertising Injury/Personal Injury Exclusions Internet Activities 0 controlling,creating,designing,developing,determining or providing the content or material (continued) of another's Internet site; • controlling,facilitating or providing,or failing to control,facilitate or provide,access to the Internet or another's Internet site;or • publication of content or material on or from the Internet,other than material developed by you or at your direction. Media Type Businesses This insurance does not apply to advertising injury or personal injury arising out of an offense committed by or on behalf of an insured whose business is advertising,broadcasting,cablecasting, publishing,telecasting or telemarketing. This exclusion does not apply to personal injury caused by an offense described in subparagraphs A.,B.or C.of the definition of personal injury. Prior Offenses This insurance does not apply to advertising injury or personal injury arising out of any offense first committed before the beginning of the policy period. Publications With This insurance does not apply to advertising injury or personal injury arising out of any Knowledge Of Falsity electronic,oral,written or other publication of content or material by or with the consent of the insured: • with knowledge of its falsity;or • if a reasonable person in the circumstances of such insured would have known such content or material to be false. Wrong Description This insurance does not apply to advertising injury or personal injury arising out of any wrong Of Prices description of the price of goods,products or services. Medical Expenses Exclusions Athletic Activities This insurance does not apply to medical expenses arising out of bodily injury to any person injured while taking part in athletics. Injury To Insureds This insurance does not apply to medical expenses arising out of a bodily injury to any insured, except a volunteer worker. Liability Insurance Form 80-02-2000(Rev.4-01) Contract Page 15 of 32 Medical Expenses Exclusions (continued) Nuclear Energy This insurance does not apply to medical expenses arising out of bodily injury in any way related to the: • nuclear hazardous properties of nuclear material;and • operation of a nuclear facility by any person or organization. Products-Completed This insurance does not apply to medical expenses arising out of bodily injury included in the Operations Hazard products-completed operations hazard. Workers'Compensation This insurance does not apply to medical expenses arising out of bodily injury to any person, Or Similar Laws whether or not an employee of any insured,if benefits for such bodily injury are payable or must be provided under any workers'compensation,disability benefits or unemployment compensation law or any similar law. Policy Exclusions Asbestos A. This insurance does not apply to bodily injury,property damage,advertising injury or personal injury arising out of the actual,alleged or threatened contaminative,pathogenic, toxic or other hazardous properties of asbestos. B. This insurance does not apply to any loss,cost or expense arising out of any: 1. request,demand,order or regulatory or statutory requirement that any insured or others test for,monitor,clean up,remove,contain,treat,detoxify or neutralize,or in any way respond to,or assess the effects of asbestos;or 2. claim or proceeding by or on behalf of a governmental authority or others for damages because of testing for,monitoring,cleaning up,removing,containing,treating, detoxifying or neutralizing,or in any way responding to,or assessing the effects of asbestos. Employment-Related A. This insurance does not apply to any damages sustained at any time by any person,whether Practices or not sustained in the course of employment by any insured,arising out of any employment-related act,omission,policy,practice or representation directed at such person, occurring in whole or in part at any time,including any: 1. arrest,detention or imprisonment; 2. breach of any express or implied covenant; 3. coercion,criticism,humiliation,prosecution or retaliation; 4. defamation or disparagement; 5. demotion,discipline,evaluation or reassignment; 6. discrimination,harassment or segregation; Liability Insurance Form 80-02-2000(Rev.4-01) Contract Page 16 of 32 C H U B B° General Liability Policy Exclusions Employment-Related 7. a. eviction;or Practices b. invasion or other violation of any right of occupancy; (continued) 8. failure or refusal to advance,compensate,employ or promote; 9. invasion or other violation of any right of privacy or publicity; 10. termination of employment;or 11. other employment-related act,omission,policy,practice,representation or relationship in connection with any insured at any time. B. This insurance does not apply to any damages sustained at any time by the brother,child, parent,sister or spouse of such person at whom any employment-related act,omission, policy,practice or representation is directed,as described in paragraph A.above,as a consequence thereof. This exclusion applies: • whether the insured may be liable as an employer or in any other capacity;and • to any obligation to share damages with or repay someone else who must pay damages because of any of the foregoing. Enhancement, This insurance does not apply to any loss,cost or expense incurred by you or others for any: Maintenance Or Prevention A. enhancement or maintenance of any y property;or B. prevention of any injury or damage to any: 1. person or organization;or 2. property you own,rent or occupy. Intellectual Property Laws This insurance does not apply to any actual or alleged bodily injury,property damage, Or Rights advertising injury or personal injury arising out of,giving rise to or in any way related to any actual or alleged: • assertion;or • infringement or violation; by any person or organization(including any insured)of any intellectual property law or right, regardless of whether this insurance would otherwise apply to all or part of any such actual or alleged injury or damage in the absence of any such actual or alleged assertion,infringement or violation. This exclusion applies,unless such injury: • is caused by an offense described in the definition of advertising injury;and • does not arise out of,give rise to or in any way relate to any actual or alleged assertion, infringement or violation of any intellectual property law or right,other than one described in the definition of advertising injury. Liability Insurance Form 80-02-2000(Rev.4-01) Contract Page 17 of 32 Policy Exclusions (continued) Nuclear Energy A. This insurance does not apply to bodily injury,nuclear property damage,advertising injury or personal injury: 1. with respect to which any insured under this policy also has status as an insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association,Mutual Atomic Energy Liability Underwriters,Nuclear Insurance Association of Canada or any of their successors,or would have had status as an insured under any such policy but for its termination upon exhaustion of its limit of insurance;or 2. arising out of the nuclear hazardous properties of nuclear material and with respect to which: a. any person or organization is required to maintain financial protection pursuant to the United States of America Atomic Energy Act of 1954,or any law amendatory thereof;or b. the insured is,or had this policy not been issued would be,entitled to indemnity from the United States of America,or any agency thereof,under any agreement entered into by the United States of America,or any agency thereof, with any person or organization. B. This insurance does not apply to bodily injury,nuclear property damage,advertising injury or personal injury arising out of the nuclear hazardous properties of nuclear material: 1. if the nuclear material: a. is at any nuclear facility owned by,or operated by or on behalf of,any insured; b. has been discharged or dispersed therefrom;or C. is contained in nuclear spent fuel or nuclear waste at any time transported, handled,stored,disposed of,processed,treated,possessed or used by or on behalf of any insured;or 2. in any way related to the furnishing by any insured of services,materials,parts or equipment in connection with the planning,construction,maintenance,operation or use of any nuclear facility.But if such facility is located within the United States of America(including its possessions or territories)or Canada,this subparagraph 2. applies only to nuclear property damage to such nuclear facility and any property thereat. Pollution A. This insurance does not apply to bodily injury,property damage,advertising injury or personal injury arising out of the actual,alleged or threatened discharge,dispersal,seepage, migration,release or escape of pollutants: 1. at or from any premises,site or location which is or was at any time owned or occupied by,or loaned or rented to,any insured; 2. at or from any premises,site or location which is or was at any time used by or for any insured or others for the handling,storage,disposal,processing or treatment of waste; Liability Insurance Form 80-02-2000(Rev.4-01) Contract Page 18 of 32 C H U B B® General Liability Policy Exclusions Pollution 3. which are or were at any time transported,handled,stored,disposed of,processed or (continued) treated as waste by or for any: a. insured;or b. person or organization for whom any insured may be legally responsible;or 4. at or from any premises,site or location on which any insured or any contractor or subcontractor working directly or indirectly on any insured's behalf is performing operations,if the: a. pollutants are brought on or to the premises,site or location in connection with such operations by such insured,contractor or subcontractor;or b. operations are to test for,monitor,clean up,remove,contain,treat,detoxify or neutralize,or in any way respond to,or assess the effects of pollutants. Subparagraph A.4.a.above does not apply to bodily injury or property damage caused by the escape of fuels,lubricants or other operating fluids which are needed to perform the normal electrical,hydraulic or mechanical functions necessary for the operation of mobile equipment or its parts,if such operating fluids escape directly from that particular part of such mobile equipment designed by its manufacturer to hold,store or receive them.But,this exception does not apply if such bodily injury or property damage arises out of any discharge,dispersal,seepage,migration,release or escape of pollutants,that: • was intended by the insured; • would have been expected from the standpoint of a reasonable person in the circumstances of the insured; • was a necessary part of operations performed by any insured,contractor or subcontractor;or • occurred during the process of fueling the mobile equipment or changing or replenishing any operating fluid. Subparagraph A.4.a.above does not apply to bodily injury or property damage if sustained within a building and caused by the release of gaseous irritants or contaminants from materials brought into that building,in connection with the operations being performed by you or on your behalf by the contractor or subcontractor. Subparagraph A.1.above does not apply to bodily injury if sustained within a building and caused by the escape of gaseous irritants or contaminants from equipment used to heat that building. Subparagraphs A.1.and A.4.a.above do not apply to bodily injury or property damage caused by heat,smoke or fumes from a hostile fire. B. This insurance does not apply to any loss,cost or expense arising out of any: 1. request,demand,order or regulatory or statutory requirement that any insured or others test for,monitor,clean up,remove,contain,treat,detoxify or neutralize,or in any way respond to,or assess the effects of pollutants;or Liability Insurance Form 80-02-2000(Rev.4-01) Contract Page 19 of 32 Policy Exclusions Pollution 2. claim or proceeding by or on behalf of a governmental authority or others for damages (continued) because of testing for,monitoring,cleaning up,removing,containing,treating, detoxifying or neutralizing,or in any way responding to,or assessing the effects of pollutants. Paragraph B.above does not apply to the liability for damages,for property damage,that the insured would have in the absence of such request,demand,order or regulatory or statutory requirement,or such claim or proceeding by or on behalf of a governmental authority. This exclusion does not apply to the liability for damages,for property damage,to premises while rented to you or temporarily occupied by you with permission of the owner and caused by a hostile fire,explosion,smoke or leakage from fire protective equipment. This exclusion applies regardless of whether or not the pollution was accidental,expected,gradual, intended,preventable or sudden. Recall Of Products, Work This insurance does not apply to any damages claimed for any loss,cost or expense incurred by you Or Impaired Property or others for the loss of use,withdrawal,recall,inspection,repair,replacement,adjustment, removal or disposal of: • your product; • your work;or • impaired property; if such product,work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect,deficiency,inadequacy or dangerous condition in it. Workers'Compensation This insurance does not apply to any obligation of the insured under any workers'compensation, Or Similar Laws disability benefits or unemployment compensation law or any similar law. Conditions Arbitration We are entitled to exercise all of the insured's rights in the choice of arbitrators and in the conduct of any arbitration proceeding,except when the proceeding is between us and the insured. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this insurance. Liability Insurance Form 80-02-2000(Rev.4-01) Contract Page 20 of 32 C H U B B° General Liability Conditions (continued) Disclosures And We have issued this insurance: Representations 0 based upon representations you made to us;and in reliance upon your representations. Unintentional failure of an employee of the insured to disclose a hazard or other material information will not violate this condition,unless an officer(whether or not an employee)of any insured or an officer's designee knows about such hazard or other material information. Duties In The Event Of A. You must see to it that we and any other insurers are notified as soon as practicable of any Occurrence, Offense, occurrence or offense that may result in a claim,if the claim may involve us or such other Claim Or Suit insurers.To the extent possible,notice should include: 1. how,when and where the occurrence or offense happened; 2. the names and addresses of any injured persons and witnesses;and 3. the nature and location of any injury or damage arising out of the occurrence or offense. B. If a claim is made or suit is brought against any insured,you must: 1. immediately record the specifics of the claim or suit and the date received; 2. notify us and other insurers as soon as practicable;and 3. see to it that we receive written notice of the claim or suit as soon as practicable. C. You and any other involved insured must: 1. immediately send us copies of any demands,notices,summonses or legal papers received in connection with the claim or suit; 2. authorize us to obtain records and other information; 3. cooperate with us and other insurers in the: a. investigation or settlement of the claim;or b. defense against the suit;and 4. assist us,upon our request,in the enforcement of any right against any person or organization that may be liable to the insured because of loss to which this insurance may also apply. D. No insureds will,except at that insured's own cost,make any payment,assume any obligation or incur any expense,other than for first aid,without our consent. E. Notice given by or on behalf of- 1. theinsured; 2. the injured person;or 3. any other claimant; to a licensed agent of ours with particulars sufficient to identify the insured shall be deemed notice to us. Liability Insurance Form 80-02-2000(Rev.4-01) Contract Page 21 of 32 Conditions Duties In The Event Of F. Knowledge of an occurrence or offense by an agent or employee of the insured will not Occurrence, Offense, constitute knowledge by the insured,unless an officer(whether or not an employee)of any Claim Or Suit insured or an officer's designee knows about such occurrence or offense. (continued) G. Failure of an agent or employee of the insured,other than an officer(whether or not an employee)of any insured or an officer's designee,to notify us of an occurrence or offense that such person knows about will not affect the insurance afforded to you. H. If a claim or loss does not reasonably appear to involve this insurance,but it later develops into a claim or loss to which this insurance applies,the failure to report it to us will not violate this condition,provided the insured gives us immediate notice as soon as the insured is aware that this insurance may apply to such claim or loss. Legal Action Against Us No person or organization has a right under this insurance to: • join us as a party or otherwise bring us into a suit seeking damages from an insured;or • sue us on this insurance unless all of the terms and conditions of this insurance have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured obtained after an actual: • trial in a civil proceeding;or • arbitration or other alternative dispute resolution proceeding; but we will not be liable for damages that are not payable under the terms and conditions of this insurance or that are in excess of the applicable Limits Of Insurance. Other Insurance If other valid and collectible insurance is available to the insured for loss we would otherwise cover under this insurance,our obligations are limited as follows. Primary Insurance This insurance is primary except when the Excess Insurance provision described below applies. If this insurance is primary,our obligations are not affected unless any of the other insurance is also primary.Then,we will share with all that other insurance by the method described in the Method of Sharing provision described below. Excess Insurance This insurance is excess over any other insurance,whether primary,excess,contingent or on any other basis: A. that is Fire,Extended Coverage,Builder's Risk,Installation Risk or similar insurance for your work; B. that is insurance that applies to property damage to premises rented to you or temporarily occupied by you with permission of the owner; C. if the loss arises out of aircraft,autos or watercraft(to the extent not subject to the Aircraft, Autos Or Watercraft exclusion); Liability Insurance Form 80-02-2000(Rev.4-01) Contract Page 22 of 32 C H U B B° General Liability Conditions Other Insurance D. that is insurance: (continued) 1. provided to you by any person or organization working under contract or agreement for you;or 2. under which you are included as an insured;or E. that is insurance under any Property section of this policy. When this insurance is excess,we will have no duty to defend the insured against any suit if any other insurer has a duty to defend such insured against such suit.If no other insurer defends,we will undertake to do so,but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance,we will pay only our share of the amount of loss,if any,that exceeds the sum of the total: • amount that all other insurance would pay for loss in the absence of this insurance;and • of all deductible and self-insured amounts under all other insurance. We will share the remaining loss,if any,with any other insurance that is not described in this Excess Insurance provision and was not negotiated specifically to apply in excess of the Limits Of Insurance shown in the Declarations of this insurance. Method of Sharing If all of the other insurance permits contribution by equal shares,we will follow this method also. Under this method each insurer contributes equal amounts until it has paid its applicable limits of insurance or none of the loss remains,whichever comes first. If any of the other insurance does not permit contribution by equal shares,we will contribute by limits.Under this method,each insurer's share is based on the ratio of its applicable limits of insurance to the total applicable limits of insurance of all insurers. Premium Audit We will compute all premiums for this insurance in accordance with our rules and rates. In accordance with the Estimated Premiums section of the Premium Summary,premiums shown with an asterisk(*)are estimated premiums and are subject to audit. In addition to or in lieu of such designation in the Premium Summary,premiums may be designated as estimated premiums elsewhere in this policy.In that case,these premiums will also be subject to audit,and the second paragraph of the Estimated Premiums section of the Premium Summary will apply. Separation Of Insureds Except with respect to the Limits Of Insurance,and any rights or duties specifically assigned in this insurance to the first named insured,this insurance applies: • as if each named insured were the only named insured;and • separately to each insured against whom claim is made or suit is brought. Liability Insurance Form 80-02-2000(Rev.4-01) Contract Page 23 of 32 Conditions (continued) Transfer Or Waiver Of We will waive the right of recovery we would otherwise have had against another person or Rights Of Recovery organization,for loss to which this insurance applies,provided the insured has waived their rights Against Others of recovery against such person or organization in a contract or agreement that is executed before such loss. To the extent that the insured's rights to recover all or part of any payment made under this insurance have not been waived,those rights are transferred to us.The insured must do nothing after loss to impair them.At our request,the insured will bring suit or transfer those rights to us and help us enforce them. This condition does not apply to medical expenses. Liability Insurance Form 80-02-2000(Rev.4-01) Contract Page 24 of 32 COMMERCIAL AUTOMOBILE 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 borrow in your business or your personal This endorsement modifies the Business Auto Coverage Form. affairs. 1. EXTENDED CANCELLATION CONDITION C. Lessors as Insureds Paragraph A.2.b. —CANCELLATION - of the Paragraph A.1. —WHO IS AN INSURED—of COMMON POLICY CONDITIONS form IL 00 17 is SECTION II —LIABILITY COVERAGE is deleted and replaced with the following: amended to add the following: b. 60 days before the effective date of cancellation if e. The lessor of a covered "auto"while the we cancel for any other reason. "auto" is leased to you under a written 2. BROAD FORM INSURED agreement if: A. Subsidiaries and Newly Acquired or Formed (1) The agreement requires you to Organizations As Insureds provide direct primary insurance for The Named Insured shown in the Declarations is the lessor; and amended to include: (2) The "auto" is leased without a driver. 1. Any legally incorporated subsidiary in which Such leased "auto"will be considered a you own more than 50% of the voting stock on covered "auto"you own and not a covered the effective date of the Coverage Form. "auto" you hire. However, the Named Insured does not include However, the lessor is an "insured" only any subsidiary that is an "insured" under any for"bodily injury" or"property damage" other automobile policy or would be an resulting from the acts or omissions by: "insured" under such a policy but for its 1. You; termination or the exhaustion of its Limit of 2. Any of your"employees" or agents; Insurance. or 2. Any organization that is acquired or formed by 3. Any person, except the lessor or you and over which you maintain majority any "employee" or agent of the ownership. However, the Named Insured lessor, operating an "auto" with the does not include any newly formed or acquired permission of any of 1. and/or 2. organization: above. (a)That is an "insured" under any other D. Persons And Organizations As Insureds automobile policy; Under A Written Insured Contract (b)That has exhausted its Limit of Insurance Paragraph A.1 —WHO IS AN INSURED—of under any other policy; or SECTION II —LIABILITY COVERAGE is (c) 180 days or more after its acquisition or amended to add the following: formation by you, unless you have given f. Any person or organization with respect to us written notice of the acquisition or the operation, maintenance or use of a formation. covered "auto", provided that you and Coverage does not apply to "bodily injury" or such person or organization have agreed "property damage"that results from an "accident" under an express provision in a written that occurred before you formed or acquired the "insured contract", written agreement or a organization. written permit issued to you by a B. Employees as Insureds governmental or public authority to add Paragraph A.1. —WHO IS AN INSURED—of such person or organization to this policy SECTION II —LIABILITY COVERAGE is amended to as an "insured". add the following: However, such person or organization is d. Any"employee" of yours while using a an "insured" only: covered "auto"you don't own, hire or Form: 16-02-0292 (Rev. 11-16) Page 1 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" (1) with respect to the operation, d. Rental Expense maintenance or use of a covered We will pay the following expenses that you or "auto"; and any of your"employees" are legally obligated (2) for"bodily injury" or"property damage" to pay because of a written contract or caused by an "accident" which takes agreement entered into for use of a rental place after: vehicle in the conduct of your business: (a) You executed the "insured MAXIMUM WE WILL PAY FOR ANY ONE contract' or written agreement; or CONTRACT OR AGREEMENT: (b) The permit has been issued to 1. $2,500 for loss of income incurred by the you. rental agency during the period of time that 3. FELLOW EMPLOYEE COVERAGE vehicle is out of use because of actual EXCLUSION B.S. - FELLOW EMPLOYEE—of damage to, or"loss" of, that vehicle, including SECTION II —LIABILITY COVERAGE does not apply. 4. PHYSICAL DAMAGE—ADDITIONAL TEMPORARY income lost due to absence of that vehicle for TRANSPORTATION EXPENSE COVERAGE use as a replacement; Paragraph AA.a. —TRANSPORTATION EXPENSES 2. $2,500 for decrease in trade-in value of the —of SECTION III — PHYSICAL DAMAGE rental vehicle because of actual damage to COVERAGE is amended to provide a limit of$50 per that vehicle arising out of a covered "loss"; and day for temporary transportation expense, subject to a 3. $2,500 for administrative expenses incurred maximum limit of$1,000. by the rental agency, as stated in the contract 5. AUTO LOAN/LEASE GAP COVERAGE or agreement. Paragraph A. 4. —COVERAGE EXTENSIONS - of 4. $7,500 maximum total amount for paragraphs SECTION III — PHYSICAL DAMAGE COVERAGE is 1., 2. and 3. combined. amended to add the following: 7. EXTRA EXPENSE— BROADENED COVERAGE c. Unpaid Loan or Lease Amounts Paragraph A.4. — COVERAGE EXTENSIONS—of In the event of a total "loss"to a covered "auto", we will SECTION III — PHYSICAL DAMAGE COVERAGE pay any unpaid amount due on the loan or lease for a is amended to add the following: covered "auto" minus: e. Recovery Expense 1. The amount paid under the Physical Damage We will pay for the expense of returning a Coverage Section of the policy; and stolen covered "auto"to you. 2. Any: 8. AIRBAG COVERAGE a. Overdue loan/lease payments at the time of Paragraph B.3.a. - EXCLUSIONS—of SECTION the "loss"; III — PHYSICAL DAMAGE COVERAGE does not b. Financial penalties imposed under a lease for apply to the accidental or unintended discharge of excessive use, abnormal wear and tear or an airbag. Coverage is excess over any other high mileage; collectible insurance or warranty specifically c. Security deposits not returned by the lessor: designed to provide this coverage. d. Costs for extended warranties, Credit Life 9. AUDIO,VISUAL AND DATA ELECTRONIC Insurance, Health, Accident or Disability EQUIPMENT - BROADENED COVERAGE Insurance purchased with the loan or lease; Paragraph C.1.b. — LIMIT OF INSURANCE - of and SECTION III - PHYSICAL DAMAGE is deleted e. Carry-over balances from previous loans or and replaced with the following: leases. b. $2,000 is the most we will pay for"loss" in any We will pay for any unpaid amount due on the loan or one "accident'to all electronic equipment that lease if caused by: reproduces, receives or transmits audio, visual 1. Other than Collision Coverage only if the or data signals which, at the time of"loss", is: Declarations indicate that Comprehensive (1) Permanently installed in or upon the Coverage is provided for any covered "auto"; covered "auto" in a housing, opening or 2. Specified Causes of Loss Coverage only if the other location that is not normally used by Declarations indicate that Specified Causes of the "auto" manufacturer for the installation Loss Coverage is provided for any covered "auto"; of such equipment; or (2) Removable from a permanently installed 3. Collision Coverage only if the Declarations indicate that Collision Coverage is provided for any housing unit as described in Paragraph covered "auto. 2.a. above or is an integral part of that 6. RENTAL AGENCY EXPENSE equipment; or Paragraph A. 4. —COVERAGE EXTENSIONS—of (3) An integral part of such equipment. SECTION III — PHYSICAL DAMAGE COVERAGE is amended to add the following: 10. GLASS REPAIR—WAIVER OF DEDUCTIBLE Form: 16-02-0292 (Rev. 11-16) Page 2 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" Under Paragraph D. - DEDUCTIBLE—of their rights of recovery against such person or SECTION III — PHYSICAL DAMAGE COVERAGE organization under a contract or agreement the following is added: that is entered into before such "loss". No deductible applies to glass damage if the glass To the extent that the"insured's" rights to is repaired rather than replaced. recover damages for all or part of any 11. TWO OR MORE DEDUCTIBLES payment made under this insurance has not Paragraph D.- DEDUCTIBLE—of SECTION III — been waived, those rights are transferred to PHYSICAL DAMAGE COVERAGE is amended to us. That person or organization must do add the following: everything necessary to secure our rights and If this Coverage Form and any other Coverage must do nothing after"accident" or"loss" to Form or policy issued to you by us that is not an impair them. At our request, the insured will automobile policy or Coverage Form applies to the bring suit or transfer those rights to us and same "accident", the following applies: help us enforce them. 1. If the deductible under this Business Auto Coverage Form is the smaller(or smallest) 14. UNINTENTIONAL FAILURE TO DISCLOSE deductible, it will be waived; or HAZARDS 2. If the deductible under this Business Auto Paragraph B.2. —CONCEALMENT, Coverage Form is not the smaller (or smallest) MISREPRESENTATION or FRAUD of SECTION deductible, it will be reduced by the amount of IV— BUSINESS AUTO CONDITIONS- is deleted the smaller(or smallest) deductible. and replaced with the following: If you unintentionally fail to disclose any hazards 12. AMENDED DUTIES IN THE EVENT OF existing at the inception date of your policy, we will ACCIDENT, CLAIM, SUIT OR LOSS not void coverage under this Coverage Form Paragraph A.2.a. - DUTIES IN THE EVENT OF because of such failure. AN ACCIDENT, CLAIM, SUIT OR LOSS of SECTION IV - BUSINESS AUTO CONDITIONS is 15. AUTOS RENTED BY EMPLOYEES deleted and replaced with the following: Paragraph B.S. - OTHER INSURANCE of a. In the event of"accident", claim, "suit"or SECTION IV—BUSINESS AUTO CONDITIONS - "loss", you must promptly notify us when the is amended to add the following: "accident" is known to: e. Any"auto" hired or rented by your"employee" (1) You or your authorized representative, if on your behalf and at your direction will be you are an individual; considered an "auto" you hire. If an (2) A partner, or any authorized "employee's" personal insurance also applies representative, if you are a partnership; on an excess basis to a covered "auto" hired (3) A member, if you are a limited liability or rented by your"employee" on your behalf company; or and at your direction, this insurance will be (4) An executive officer, insurance manager, primary to the "employee's" personal or authorized representative, if you are an insurance. organization other than a partnership or 16. HIRED AUTO—COVERAGE TERRITORY limited liability company. Paragraph B.7.b.(5). - POLICY PERIOD, Knowledge of an "accident", claim, "suit" or COVERAGE TERRITORY of SECTION IV— "loss" by other persons does not imply that the BUSINESS AUTO CONDITIONS is deleted and persons listed above have such knowledge. replaced with the following: Notice to us should include: (5)A covered "auto" of the private passenger (1) How, when and where the "accident" or type is leased, hired, rented or borrowed "loss" occurred; without a driver for a period of 45 days or (2) The"insured's" name and address; and less; and (3) To the extent possible, the names and 17. RESULTANT MENTAL ANGUISH COVERAGE addresses of any injured persons or Paragraph C. of-SECTION V— DEFINITIONS is witnesses. 13. WAIVER OF SUBROGATION deleted and replaced by the following: Paragraph A.S. -TRANSFER OF RIGHTS OF "Bodily injury" means bodily injury, sickness or RECOVERY AGAINST OTHERS TO US of disease sustained by any person, including SECTION IV—BUSINESS AUTO CONDITIONS is mental anguish or death as a result of the "bodily deleted and replaced with the following: injury" sustained by that person. 5. We will waive the right of recovery we would otherwise have against another person or organization for"loss"to which this insurance applies, provided the "insured" has waived Form: 16-02-0292 (Rev. 11-16) Page 3 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" Reducing Automobile Losses A loss prevention guide for business owners Auto accidents and your company's bottom line Work-related vehicle crashes can have a major impact on the safety and health of your employees -- and on the cost of operating your business.This guide is designed to help you reduce the impact of vehicle-related crashes on your bottom line by providing specific tips for improving employee performance and safety. Successful companies use these practices, whether they operate just one vehicle or a fleet of thousands. Consider these statistics. According to the National Highway Traffic Safety Administration,last year there were: Ll 6,289,000 police-reported crashes ❑ 3,200,000 injuries ❑ 41,345 deaths Ll 3 workers die each day from work-related motor vehicle crashes. ❑ The leading cause of work-related injury,crashes accounted for 20% of all fatal workplace injuries. The cost associated with these crashes is considerable. Motor vehicle crash injuries on and off the job cost employers almost $55 billion in contributions to workers compensation, medical and disability insurance, life insurance, Social Security,auto liability and physical damage insurance. What you can do The moment your employees get behind the wheel to perform their duties as drivers for your company, they face a number of situations over which you have no control: bad weather, poor road conditions, congested traffic and other drivers. However, you can have an influence on the quality of the people you employ as drivers and the vehicles they operate. To help you,we recommend you follow these tips for improving safety and minimizing the chance that crashes will happen. Check the driving records of all new employees who may drive for work-related purposes before they are hired. Drivers must give their permission for you to obtain their motor vehicle driving record or"MVR" You can obtain MVR reports through your state Department of Motor Vehicles or purchase them from employment information vendors. Requesting an MVR and taking the appropriate action is one of the most effective ways to prevent accidents. Make seat belt use personal, as well as company policy: Set a good example by wearing a seatbelt and not tolerating exceptions to the rule. Crash data indicates 63% of occupants of passenger vehicles killed in traffic crashes were not wearing seat belts. Agencies such as the National Safety Council,National Highway Traffic Safety Administration and the Network of Employers for Traffic Safety have good materials to help companies promote seat belt use. Take time to observe your employees'driving skills. Don't assume all employees know how to drive safely. If you attend a defensive driving class or other driver improvement program, you will be in a better position to critique the skills of other drivers. Consider attending a behind-the-wheel driver improvement program. This hands-on learning can have lasting benefits for you and your employees. Report vehicle crashes and incidents immediately to your insurance carrier. This is critical to controlling your company's liability and costs. Make sure your employees know what to do if they're involved in an accident. Equip vehicles with glove box vehicle accident report forms as well as disposable cameras so drivers can record damage and vehicles at the scene. If you don't train your employees how to report crashes and record information,you may be subject to additional costs and liability. Finally, review all claim reports to determine the causes of the crash and, when possible,eliminate them in the future. Recognize good drivers on your staff and publicize good results. Make driving safety a part of your business culture. Consider individual safety performance as you evaluate employees. Conversely,if you are having a problem with vehicle crashes, analyze the losses and determine the causes. Focus on the problems and recognize those who contribute to the solutions. Establish a clear policy of intolerance for impaired driving. Drivers who are fatigued, affected by prescription or illegal drugs or alcohol are likelier to be involved in a crash. Again, set a good example as an employer. Do not host parties or employee gatherings that promote irresponsible use of alcohol or the use of drugs. The National Highway Traffic Safety Administration estimates that alcohol was involved in 39% of fatal crashes and 7% of all crashes. Fatigue can also contribute to crashes. Make sure delivery schedules and driving tasks allow drivers adequate time to rest and operate within the law. 16-10-0196(Rev.O1/01) Page 1 of 2 C H U B B® Chubb Commercial Excess And Umbrella Insurance Contract Please read the entire policy carefully.The terms and conditions of this insurance include the various sections of this contract: Coverages;Investigation,Defense And Settlements; Supplementary Payments;Coverage Territory;Who Is An Insured;Limits Of Insurance;When Excess Follow-Form Coverage A Applies(Drop Down);Exclusions;Conditions and Definitions,as well as the Declarations and any Endorsements and Schedules made a part of this insurance. Throughout this contract the words"you"and"your"refer to the Named Insured shown in the Declarations and other persons or organizations qualifying as a Named Insured under this contract.The words"we," "us"and'bur"refer to the Company providing this insurance. In addition to the Named Insured,other persons or organizations may qualify as insureds. Those persons or organizations and the conditions under which they qualify are identified in the Who Is An Insured section of this contract. Words and phrases that appear in bold print have special meanings and are defined in the Definitions section of this contract. Coverage/ Subject to all of the terms and conditions applicable to Excess Follow-Form Coverage A,we Excess Follow-Form will pay,on behalf of the insured,that part of loss to which this coverage applies,which Coverage A exceeds the applicable underlying limits. This coverage applies only if the triggering event that must happen during the policy period of the applicable underlying insurance happens during the policy period of this insurance. This coverage will follow the terms and conditions of underlying insurance described in the Schedule Of Underlying Insurance,unless a term or condition contained in this coverage: • differs from any term or condition contained in the applicable underlying insurance; or • is not contained in the applicable underlying insurance. With respect to such exceptions described above,the terms and conditions contained in this coverage will apply,to the extent that such terms and conditions provide less coverage than the terms and conditions of the applicable underlying insurance. This coverage does not apply to any part of loss within underlying limits,or any related costs or expenses. We have no obligation under this insurance with respect to any claim or suit settled without our consent. Other than as provided under the Investigation,Defense And Settlements and Supplementary Payments sections of this contract,we have no other obligation or liability to pay sums or perform acts or services under this coverage. Coverages/ Umbrella Coverage B Bodily Injury And Subject to all of the terms and conditions applicable to Umbrella Coverage B,we will pay,on Property Damage behalf of the insured,loss by reason of liability: Liability Coverage imposed by law;or • assumed in an insured contract; Chubb Commercial Excess And Umbrella Insurance Form 07-02-0815(Rev. 7-01) Contract Page 3 of 32 Coverages/ Umbrella Coverage B Bodily Injury And for bodily injury or property damage caused by an occurrence to which this coverage Property Damage applies. Liability Coverage This coverage applies only to such bodily injury or property damage that occurs during the (continued) policy period. Damages for bodily injury include damages claimed by a person or organization for care or loss of services resulting at any time from the bodily injury. This coverage does not apply to any part of: A. loss to which underlying insurance would apply,regardless of whether or not: 1. underlying insurance is available; and 2. the applicable underlying limits have been exhausted; B. loss to which underlying limits apply; or C. any costs or expenses related to loss as described in paragraphs A. or B.above. We have no obligation under this insurance with respect to any claim or suit settled without our consent. Other than as provided under the Investigation,Defense And Settlements and Supplementary Payments sections of this contract,we have no other obligation or liability to pay sums or perform acts or services under this coverage. 140.. . Advertising Injury And Subject to all of the terms and conditions applicable to Umbrella Coverage B,we will pay,on Personal Injury behalf of the insured,loss because of liability: Liability Coverage imposed by law; or • assumed in an insured contract; for advertising injury or personal injury to which this coverage applies. This coverage applies only to such advertising injury or personal injury caused by an offense that is first committed during the policy period. This coverage does not apply to any part of, A. loss to which underlying insurance would apply,regardless of whether or not: 1. underlying insurance is available; and 2. the applicable underlying limits have been exhausted; B. loss to which underlying limits apply; or C. any costs or expenses related to loss as described in paragraphs A.or B.above. We have no obligation under this insurance with respect to any claim or suit settled without our consent. Other than as provided under the Investigation,Defense And Settlements and Supplementary Payments sections of this contract,we have no other obligation or liability to pay sums or perform acts or services under this coverage. Chubb Commercial Excess And Umbrella Insurance Form 07-02-0815(Rev. 7-01) Contract Page 4 of 32 C H U B ET Chubb Commercial Excess And Umbrella Insurance Investigation, Defense Subject to all of the terms and conditions of this insurance,we will have the right and duty to And Settlements defend the insured: • under Excess Follow-Form Coverage A,against a suit in connection with loss to which such coverage applies,if the applicable underlying limits have been exhausted by payment of judgments,settlements or related costs or expenses(if such costs or expenses reduce such limits);or • under Umbrella Coverage B,against a suit to which such coverage applies,even if such suit is false,fraudulent or groundless. We have no duty to defend any person or organization against any claim or suit: • to which this insurance does not apply;or • if any other insurer has a duty to defend. When we have the duty to defend,we may,at our discretion,investigate any occurrence or offense and settle any claim or suit.In all other cases,we may,at our discretion,participate in the investigation,defense and settlement of any occurrence,offense,claim or suit. Our duty to defend any person or organization ends when we have used up the applicable Limit Of Insurance. Supplementary Subject to all of the terms and conditions of this insurance,under Excess Follow-Form Payments Coverage A or Umbrella Coverage B: A. we will pay,with respect to a claim we investigate or settle,or a suit against an insured we defend: 1. the expenses we incur. 2. the cost of: a. bail bonds;or b. bonds required to: (1) appeal judgments; or (2) release attachments; but only for bond amounts within the available Limit Of Insurance.We do not have to furnish these bonds. 3. reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of such claim or suit,including actual loss of earnings up to$1000 a day because of time off from work. 4. costs taxed against the insured in the suit,except any: a. attorney fees or litigation expenses; or b. other loss,cost or expense; in connection with any injunction or other equitable relief. 5. prejudgment interest awarded against the insured on that part of a judgment we pay.If we make an offer to pay the applicable Limit Of Insurance,we will not pay any prejudgment interest based on that period of time after the offer. Chubb Commercial Excess And Umbrella Insurance Form 07-02-0815(Rev. 7-01) Contract Page 5 of 32 Supplementary 6. interest on the full amount of a judgment that accrues after entry of the judgment Payments and before we have paid,offered to pay or deposited in court the part of the (continued) judgment that is within the applicable Limit Of Insurance. B. Supplementary Payments does not include any fine or other penalty. C. Supplementary Payments will not reduce the Limits Of Insurance. Our obligation to make these payments ends when we have used up the applicable Limit Of Insurance. Coverage Territory Excess Follow-Form With respect to Excess Follow-Form Coverage A,this insurance applies anywhere that the Coverage A applicable underlying insurance applies. Umbrella Coverage B With respect to Umbrella Coverage B,this insurance applies anywhere. Who Is An Insured/ With respect to Excess Follow-Form Coverage A,the following persons and organizations Excess Follow-Form qualify as insureds: Coverage A the Named Insured shown in the Declarations; and • other persons or organizations qualifying as an insured in underlying insurance,but not beyond the extent of any limitation imposed under any contract or agreement. Who Is An Insured/ With respect to Umbrella Coverage B,the following persons and organizations qualify as Umbrella Coverage B insureds. Sole Proprietorships If you are an individual,you and your spouse are insureds;but you and your spouse are insureds only with respect to the conduct of a business of which you are the sole owner. If you die: • persons or organizations having proper temporary custody of your property are insureds; but they are insureds only with respect to the maintenance or use of such property and only for acts until your legal representative has been appointed;and • your legal representatives are insureds;but they are insureds only with respect to their duties as your legal representatives.Such legal representatives will assume your rights and duties under this insurance. Partnerships Or Joint If you are a partnership(including a limited liability partnership)or a joint venture,you are an Ventures insured.Your members,your partners and their spouses are insureds;but they are insureds only with respect to the conduct of your business. Chubb Commercial Excess And Umbrella Insurance Form 07-02-0815(Rev. 7-01) Contract Page 6 of 32 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT 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.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Any person or organization against whom you have agreed to waive your right of recovery in a written contract, provided such contract was executed prior to the date of loss. For policies or exposure in Missouri: Any person or organization for which the employer has agreed by written contract, executed prior to loss, may execute a waiver of subrogation. However, for purposes of work performed by the employer in Missouri, this waiver of subrogation does not apply to any construction group of classifications as designated by the waiver of right to recover from others (subrogation) rule in our manual. 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 05-01-25 Policy No. 71842493 Endorsement No. Insured Creative Outdoor Advertising of America, Premium $ Incl . Insurance Company Federal Insurance Company Countersigned By WC 00 03 13 (Ed. 4-84) ©1983 National Council on Compensation Insurance. Producer Copy