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Home My WebLink AboutURBAN CROSSROADS 3 - 2016INSURANCE ON FILE N -2Q16-245 WORM MAY PROCEED �IL INSUR/ANC}E� EXPIRES CLERK OF, COUNCIL BATE; 17 2017 CONSULTANT AGREEMENT MJWFBA�2t�,�,,',,THIS AGREEMENT is made and entered into this 20th day of December 2016 by and 844`Kbetween Urban Crossroads, Inc., an "S" Corporation entity, (hereinafter "Consultant'), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of traffic, air and noise consulting. The City needs forecasting, analysis and design for all modes of transportation including Air Quality and Greenhouse Gas Analysis. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: SCOPE OF SERVICES Consultant shall perform those services as set forth in Exhibit A to this Agreement. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit B. The total sum to be expended under this Agreement shall not exceed Ten Thousand Four Hundred and Ninety -Five ($10,495) Dollars during the term of this Agreement. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. This Agreement shall commence on the date first written above and terminate on December 31, 2017, unless terminated earlier in accordance with Section 15, below. The Term of this Agreement may be extended upon a writing executed by the City Manager and the City Attorney. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Consultant shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit C upon execution of this Agreement. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, 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 direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information 4 that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 12. 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: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714- 647-6956 Copies to: Executive Director of Planning & Building Agency City of Santa Ana 20 Civic Center Plaza (M-20) P.O. Box 1988 Santa Ana, California 92702 Fax (714) 647-5897 and City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax (714) 647-6515 To Consultant: Urban CrossRoads Haseeb Qureshi, MES 260 E. Baker Street, Suite 200 Costa Mesa, CA 92626 Tel. (949) 336-5987 Email - haureshi(&urbanxroads.com A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 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. [0LG1ERIs] =PRIG: Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. iF�ifi(F� w_1L1Ix9l1,141U ZG1V/!;3 e]�� a. Each undersigned represents and warrants that its signature hereinbelow 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. 7 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA, D. HUIZAR 1/0 Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By:e�c Lisa Storck Assistant City Attorney RECOMMENDED FOR APPROVAL: assan Haghan' Executive Direc or Planning & Building Agency CITY OF SANTA ANA DAVID CAVAZ S City Manager CONSULTANT kta ty- a— s.-rmES' N(, (- M - ME-S�zvaie V y -e SI -V- Tax ID# 33-0932691 EXHIBIT A SCOPE OF SERVICES SCOPE OF WORK Urban Crossroads, Inc. is pleased to submit this proposal agreement to [Category] (Client) to provide an AIR QUALITY and Greenhouse Gas ANALYSIS for the proposed Request for Proposal (RFP) No. 16-073 for the Metro East Mixed Use Overlay District Expansion Project (MEMU) development ("Project"), which is located west of the Santa Ana (1-5) Freeway, primarily along the First Street corridor, in the City of Santa Ana. The following scope of work serves to meet the City of Santa Ana and SCAQMD's requirements for preparation of a CEQA Air Quality and Greenhouse Gas Analysis. It is anticipated that the SCAQMD-recommended CaIEEMod emissions inventory model will be utilized to calculate air quality and greenhouse gas emissions. Task 1: Project Initiation 1.1 Attend a kick-off meeting to discuss the Project with City staff. Review all relevant environmental documentation available. It is anticipated that a more thorough review of the previous EIR and technical data will be undertaken. Task 2: Air Quality Impact Analysis 2.1 Evaluate the existing conditions of the project study area; this will include gathering background air quality data, local wind patterns in the study area and identifying applicable rules, plans and thresholds of significance. 2.2 Identify construction -related air quality impacts from associated construction activities at the project site which may include demolition, import/export of fill dirt, mass grading, etc. 2.3 Evaluate operational emissions for the proposed project, based upon trip generation projections provided as part of the traffic study. Peak hour trips will be used along with estimates of the types of trips generated and average travel speeds to estimate daily emissions generated by the project. In addition, emissions from other operational sources such as heaters, air conditioners, water heaters, consumer products, and lawn care equipment will also be considered. 2.4 A screening -level CO Hot Spot analysis of future conditions at key intersections located in the project study area will be prepared. 2.5 Evaluate potential odor impacts resulting from the proposed project. Identify applicable mitigation measures and regulatory requirements that the project must comply with to minimize odors. For purposes of this evaluation a qualitative assessment of odors and odor controls is expected. 2.6 Qualitatively discuss cumulative impacts within the context of planned and foreseeable projects for short-term construction and long-term operational activity. A "list" approach per CEQA will be utilized when discussing cumulative impacts. Since the basin is in non - attainment the determination of significance will likely be based on whether or not the Project results in a substantial incremental increase. 2.7 Identify recommended mitigation measures that will reduce any potential impacts to the maximum extent possible. Prepare an air quality report that incorporates the findings and all supporting calculations. A digital PDF version of both the draft and final air quality study documents will be made available via Urban Crossroad's FTP site or comparable mechanism. A Microsoft Word version of the report text will also be made available to the environmental document preparer as requested. 2.8 Revise the air quality impact analysis report based on comments provided by the City for up to one (1) review cycle. Task 3: Greenhouse Gas Analysis 3.1 Evaluate applicable federal and state regulatory requirements (i.e., A1332, SCAQMD, CARB thresholds). Qualitatively discuss the effects of GHG emissions on regional air quality. 3.2 Evaluate applicable GHG emissions associated with heavy-duty construction equipment combustion that will likely occur during the various phases of construction. Data available from the project team and technical air quality analysis will be utilized in characterizing GHG-generating activities. 3.3 Evaluate increase in applicable GHG emissions associated with long-term mobile source activity.Data available from the technical air quality analysis as well as the technical traffic impact analysis will also likely be utilized in calculating the emissions inventory. 3.4 The emissions evaluation for short-term construction, long-term mobile source, and long- term stationary source activity will consider project design, and mitigation measures that have the potential to reduce GHG emissions. 3.5 Evaluate project significance based on the latest guidance from the California Attorney General's Office, the Office of Planning and Research (OPR), and the SCAQMD. 3.6 Prepare a greenhouse gas emissions report documenting the results of the study. The report will summarize the results of the previous work tasks and define appropriate and feasible mitigation packages to address any significant impacts related to climate change found in the analysis. The report will include the latest guidance/requirements from the SCAQMD, Office of Planning and Research (OPR), and Attorney General. A digital PDF version of both the draft and final greenhouse gas study documents will be made available via Urban Crossroad's FTP site or comparable mechanism. A Microsoft Word version of the report text will also be made available to the environmental document preparer as requested. 3.7 Revise the greenhouse gas analysis report based on comments provided by the Project team for up to one (1) review cycle. Task 4: Attendance at Additional Meetings 4.1 Preparation and attendance at the following meetings: • Three (3) progress meetings (1 hours per meeting) One (1) Planning Commission General Plan & Zoning subcommittee meeting/study session (2 hours) • One (1) Planning Commission hearing (2 hours) 10 • One (1) City Council hearing (2 hours) Task 5: Deliverables 5.1 The following documents/files shall be submitted: • Three (3) administrative drafts of all documents (technical studies) • Ten (10) Final drafts of all documents (with CD or USB flash drive) • One (1) Electronic file of all administrative draft, final public draft, and final public technical reports (CD or USB flash drive) in both Microsoft Word and editable PDF formats. 11 EXHIBIT B FEE SCHEDULE (OR) RATES AND CHARGES FEE SCHEDULE Task 1: Project Initiation Task 2: Air Quality Analysis Task 3: Greenhouse Gas Task 4: Attendance at Additional Meetings Task 5: Deliverables $400 $4,240 $3,690 $1,665 (Billed T&M) $500 Total: $10,495 The fees for the work outlined in this proposal are based upon personnel charges plus direct expenses as indicated in the billing rates below. Due to potentially dynamic project considerations including, but not limited to: environmental occurrences, changes in the project description, and/or modifications in public/private policy, Urban Crossroads reserves the right to shift funds among individual task budgets according to specific needs. The proposed fee does not include attendance at public hearings/meetings. If these tasks are required to secure approval of the project, Urban Crossroads, Inc. would be pleased to perform them and charge the Client based on the hourly rates detailed below. Position Hourly Rates Principal $180 — 250 Senior Associate $130 — 200 Associate $100 — 150 Senior Analyst $80 — 120 Analyst $70 — 110 Assistant Analyst $50 — 90 Administrative Support $60 — 100 General (1) Reimbursable direct costs, such as reproduction, supplies, messenger service, long- distance telephone calls, travel, and traffic counts will be billed at cost plus ten (10) percent. (2) Hourly rates apply to work time, travel time, and time spent at public hearings and meetings. For overtime work, the above rates may be increased 50 percent. (3) Client payment for professional services is not contingent upon the client receiving payment from other parties. (4) Billing statements for work will be submitted monthly. Statements are payable within thirty (30) days of the receipt by client of statement. Any statement unpaid after thirty (30) days shall be subject to interest at the maximum permitted by law. 12 EXHIBIT C ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ("additional insureds") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective Policy # _ Issued to 13 this endorsement form as a part of Named Insured Countersigned by Authorized Representative ACC:>Rbr CERTIFICATE OF LIABILITY INSURANCE `-+"'w DATE (MMIDDM Y) 11 /15/2016 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(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements . PRODUCER Dealey, Renton &Associates DRA License 0020739 199 S Los Robles Ave Ste 540 CONTACT Marie Swaney ME PHONE626-844-3070 FAX Ext), No) EWa_afe -MAILAdC . mswaney@dealeyrenton.com Pasadena CA 91101 INSURERS AFFORDING COVERAGE NAIC # INSURER A:American Automobile Ins. Co. 21849 X COMMERCIAL GENERAL LIABILITY INSURED URBANCROS INSURERB:Travelers Casualty & Surety Co. Anne 31194 Urban Crossroads, Inc. 41 Corporate Park, Suite 300 Irvine, CA 92606 INSURERC:Valley Fore Insurance Company 20508 INSURERD:Continental Insurance Company 35289 INSURER E: National Fire Insurance Cc of Hartf 20478 949 660-1994 INSURER F : COVERAGES CERTIFICATE NHMRFR- 187052544 Iacvrc!OM Ml mento. 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. ILTR TYPE OF INSURANCE NSD WVD POLICY NUMBER MMLIDIY`IVYYEFF MOLDYVYY LIMITS C X COMMERCIAL GENERAL LIABILITY Y Y 6021297176 11/1/2016 11/1/2017 EACHOCCURRENCE $2,000,000 CLAIMS -MADE X OCCUR D MAGE TO RENT D PREMISES Ea occurrence $1,000,000 MED EXP (Any one person) $10,000 X Qontractual L'ale X XCU Included PERSONAL &ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $4,000,000 POLICY PES LOC PRODUCTS - COMP/OP ADD $4,000,000 $ OTHER: E AUTOMOBILE LIABILITY Y Y 6020089431 11/1/2016 11/1/2017 EOaccident N LE $1,000,000 X ANYAUTO BODILY INJURY (Per person) $ ALL OWNED SCHEDULED BODILY INJURY (Per accident) $ -PROPERTY—DAMAGE AUTOS AUTOS X HIRED AUTOS X NONOAUTOS $ Per accident (Per $ D X UMBRELLA LIAB X OCCUR Y Y 6020089476 11/1/2016 11/1/2017 EACH OCCURRENCE $2,000,000 EXCESS LIAB CLAIMS -MADE AGGREGATE $2,000,000 DED X I RETENTION$0 $ A WORKERS COMPENSATION WZP81036544 11/1/2016 11/1/2017PER X 0TH- ANDEMPLOYERS'LIABILITY YIN STATUTE ER E.L EACH ACCIDENT $1,000,000 ANY PROPRIETORIPARTNEWEXECUTIVE OFFICERIMEMBER EXCLUDEDP NIA EL.DISEASE-EA EMPLOYEE $1,000,000 (Mandatory in NH) If yes, describe under E.L. DISEASE -POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS below B Professional Liability 105517955 11/1/2016 11/1/2017 $1,000,000 Per Claim Claims Made Form $2,000,000 Annual Aggregate DESCRIPTION OF OPERATIONS / LOCATIONS IVEH ICLES (AC ORD 101, Additional Remarks Schedule, may be attached If more space is required) General Liability excludes claims arising out of the performance of professional services. Umbrella policy is a follow -form to underlying General/Auto/Employers Liability Policies. RE: All operations of the named insured -- City of Santa Ana, its officers, employees, agents, and representatives are named as additional insured as respects general and auto liability for claims arising from the operations of the named insured as required per written contract or agreement. Coverage afforded the additional insured is primary and non-contributory as respects to general See Attached... CERTIFICATE HOLDER �� CANCELLATIO 30 ay NOCM 0 Day for NonPay of Prem @ 1988.2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD City Of Santa Ana, its Officers, employees, agents, and representatives Attn: Purchasing Division SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 20 Civic Center Plaza AUTHORIZED REPRESENTATIVE Santa Ana CA 92701 @ 1988.2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: URBANCROS LOC #: ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY NAMED INSURED Dealey, Renton & Associates Urban Crossroads, Inc. 41 Corporate Park, Suite 300 POLICY NUMBER Irvine, CA 92606 949 660-1994 CARRIER NAIC CODE EFFECTIVE DATE: THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE liability coverage. Insurance coverage includes waiver of subrogation per the attached endorsement(s). SEE CANCELLATION SECTION of Certificate for 30 Day Notice of Cancellation /10 Day for Non -Payment of Premium. ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. name aria logo are reglstereo N1arKs Of ACORD PolicyNurnbcri 6020089431 Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "You" and "your" refer to the Named Insured shown in the Declarations. The words "we", "us" and bur" refer to the company providing this insurance. Other words and phrases that appear in quotation marks have special meaning. Refer to Section V– Definitions. COMMERCIAL AUTO CA 00 0110 13 SECTION I – COVERED AUTOS Item Two of the Declarations shows the "autos" that are covered "autos" for each of your coverages. The following numerical symbols describe the "autos" that may be covered "autos." The symbols entered next to a coverage or) the Declarations designate the only "autos" that are covered "autos." A. Description Of Covered Auto Designation Symbols Symbol Description Of Covered Auto Designation Symbols 1 _ Any "Auto" 2 Owned "Autos" Only those "autos" you own (and for Covered Autos Liability Coverage ;nyTVallers' Only you don't own while attached to power units you own). This includes those "autos" you ac dire ownership of – after the policy begins. 3 Owned Private Only the private passenger "autos" you own. This includes those private Passenger passenger "autos" you acquire ownership of after the policy begins. "Autos" Only 4 Owned Only those "autos" you own that are not of the private passenger type (and for "Autos" Other Covered Autos Liability Coverage any "trailers" you don't own while attached to power Than Private units you own). This includes those "autos" not of the private passenger type you Passenger acquire ownership of after the policy begins. "Autos" Only 5 Owned "Autos" Only those "autos" you own that are required to have no-fault benefits in the state Subject To where they are licensed or principally garaged. This includes those "autos" you acquire No-fault ownership of after the policy begins provided they are required to have no-fault benefits in the state where they are licensed or incl all garaged. 6 Owned "Autos" Only those "autos" you own that because of the law in the state where they are Subject To A licensed or principally garaged are required to have and cannot reject Uninsured Compulsory Motorists Coverage, This includes those "autos" you acquire ownership of after the Uninsured policy begins provided they are subject to the same state uninsured motorists — Motorists Law _requirerrient 7 Specifically Only those "autos" described in Item Three of the Declarations for which a Described premium charge is shown (and for Covered Autos Liability Coverage any "trailers" you "Autos" –don't own while attached to any power unit described in Item Three), 8 Hired "Autos" Only those "autos" you lease, hire, rent or borrow. This does not include any "auto" you Only lease, hire, rent or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company) or members of their households. 9 Non owned Only those "autos" you do not own, lease, hire, rent or borrow that are used in "Autos" Only connection with your business. This includes "autos" owned by your "employees", partners (if you are a partnership), members (if you are a limited liability company) or members of their households but only while used in your business or your I personal affairs. CA 00 0110 13 Copyright, Insurance Services Office, Inc., 2011 Page 1 of 12 19 Mobile Equipment Subject To Compulsory Or Financial Responsibility Or Other Motor Vehicle Insurance Law Only those "autos" that are land vehicles and that would quality under the definition of "mobile equipment" under this policy if they were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law where they are licensed or principally garaged, B. Owned Autos You Acquire After The Policy Begins 1. If Symbols 1, 2, 3, 4, 5, 6 or 19 are entered next to a coverage in Item Two of the Declarations, then you have coverage for "autos" that you acquire of the type described for the remainder of the policy period. 2. But, if Symbol 7 is entered next to a coverage in Item Two of the Declarations, an "auto" you acquire will be a covered "auto" for that coverage only if: a. We already cover all "autos" that you own for that coverage or it replaces an "auto" you previously owned that had that coverage; and b. You tell us within 30 days after you acquire it that you want us to cover it for that coverage. C. Certain Trailers, Mobile Equipment And Temporary Substitute Autos If Covered Autos Liability Coverage is provided by this Coverage Form, the following types of vehicles are also covered "autos" for Covered Autos Liability Coverage: 1. "Trailers" with a load capacity of 2,000 pounds or less designed primarily for travel on public roads. 2. "Mobile equipment" while being carried or towed by a covered "auto." 3. Any "auto" you do not own while used with the permission of its owner as a temporary substitute for a covered "auto" you own that is out of service because of its: a. Breakdown; b. Repair; c. Servicing; d. "Loss"; or a. Destruction. SECTION 11 — COVERED AUTOS LIABILITY COVERAGE A. Coverage We will pay all sums an "insured" legally must pay as damages because of "bodily injury" or "property damage" to which this insurance applies, caused by an "accident" and resulting from the ownership, maintenance or use of a covered "auto." We will also pay all sums an "insured" legally must pay as a "covered pollution cost or expense" to which this insurance applies, caused by an "accident" and resulting from the ownership, maintenance or use of covered "autos." However, we will only pay for the "'covered pollution cost or expense" if there is either "bodily injury" or "property damage" to which this insurance applies that is caused by the same ".accident." We have the right and duty to defend any "Insured" against a "suit' asking for such damages or a "covered pollution cost or expense." However, we have no duty to defend any "insured" against a "suit" seeking damages for "bodily injury" or "property damage" or a "covered pollution cost or expense" to which this insurance does not apply. We may investigate and settle any claim or "suit' as we consider appropriate. Our duty to defend or settle ends when the Covered Autos Liability Coverage Limit of Insurance has been exhausted by payment of judgments or settlements. 1. Who Is An Insured The following are "insureds": a. You for any covered "auto." b. Anyone else while using with your permission a covered "auto" you own, hire or borrow except: (1) The owner or anyone else from whom you hire or borrow a covered "auto." This exception does not apply if the covered "auto" is a "trailer" connected to a covered "auto" you own. Page 2 of 12 Copyright, Insurance Services Office, Inc., 2011 CA 00 01 1013 (2) Your "employee" if the covered "auto" is owned by that "employee" or a member of his or her household. (3) Someone using a covered "auto" while he or she Is working in a business of selling, servicing, repairing, parking or storing 'autos'unless that business Is yours. (4) Anyone other than your "employees", partners (if you are a partnership), members (if you are a limited liability company) or a lessee or borrower or any of their "employees", while moving property to or from a covered "auto," (5) A partner (if you are a partnership) or a member (if you are a limited liability company) for a covered "auto" owned by him or her or a member of his or her household, c. Anyone liable for the conduct of an "Insured" described above but only to the extent of that liability. 2. Coverage Extensions a. Supplementary Payments We will pay for the "insured": (1) All expenses we incur, (2) Up to $2,000 for cost of bail bonds (including bonds for related traffic law violations) required because of an 1° accident" we cover. We do not have to furnish these bonds. (3) The cost of bonds to release attachments in any "suit'" against the "insured" we defend, but only for bond amounts within our Limit of Insurance. (4) All reasonable expenses incurred by the "Insured" at our request, including actual loss of earnings up to $250 a day because of time off from work, (5) All court costs taxed against the "insured" in any "suit" against the "insured" we defend. However, these payments do not include attorneys' fees or attorneys' expenses taxed against the "insured." (6) All interest on the full amount of any judgment that accrues after entry of the Judgment in any "suit, against the "insured" we defend, but our duty to pay interest ends when we have paid, offered to pay or deposited in court the part of the judgment that Is within our Limit of Insurance. CA 00 01 10 13 These payments will not reduce the Limit of Insurance, b. Out-of-state Coverage Extensions While a covered "auto" is away from the state where it is licensed, we will: (1) Increase the Limit of Insurance for Covered Autos Liability Coverage to meet the limits specified by a compulsory or financial responsibility law of the Jurisdiction where the covered "auto" Is being used. This extension does not apply to the limit or limits specified by any law governing motor carriers of passengers or property. (2) Provide the minimum amounts and types of other coverages, such as no-fault, required of out-of-state vehicles by the Jurisdiction where the covered "auto" Is being used. We will not pay anyone more than once for the same elements of loss because of these extensions. R Exclusions This insurance does not apply to any of the following: 11. Expected Or Intended Injury "Bodily injury" or "property damage" expected or Intended from the standpoint of the "insured." 2. Contractual Liability assumed under any contract or agreement. But this exclusion does not apply to liability for damages: a. Assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement; or b. That the "insured" would have in the absence of the contractor agreement. 3. Workers' Compensation Any obligation for which the "insured" or the "insured's" insurer may be held liable under any workers' compensation, disability benefits or unemployment compensation law or any similar law, Copyright, Insurance Services Office, Inc., 2011 Page 3 of 12 4, Employee Indemnification And Employer's Liability "Bodily injury" to: a. An "employee" of the "insured" arising out of and in the course of: (1) Employment by the "insured"; or (2) Performing the duties related to the conduct of the "insured's" business; or Is. The spouse, child, parent, brother or sister of that "employee" as a consequence of Paragraph a. above. This exclusion applies: (1) Whether the "insured" may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. But this exclusion does not apply to "bodily Injury" to domestic "employees" not entitled to workers' compensation benefits or to liability assumed by the "insured" under an "insured contrast." For the purposes of the Coverage Form, a domestic "employee" is a person engaged in household or domestic work performed principally in connection with a residence premises, S. Follow Employee "Bodily injury" to: a. Any fellow "employee" of the "insured" arising out of and in the course of the fellow "employee's" employment or while performing duties related to the conduct of your business; or b. The spouse, child, parent, brother or sister of that fellow "'employee" as a consequence of Paragraph a, above. 6. Care, Custody Or Control "Property damage" to or "covered pollution cost or expense" involving property owned or transported by the "insured" or in the "Insured's" care, custody or control. But this exclusion does not apply to liability assumed under a sidetrack agreement. WSE�� "Bodily injury" or "property damage" resulting from the handling of property: a. Before it Is moved from the place where it is accepted by the "insured" for movement into or onto the covered "auto": or b. After It Is moved from the covered "auto" to the place where it is finally delivered by the "Insured." 8. Movement Of Property By Mechanical Device "Bodily injury" or "property damage" resulting from the movement of property by a mechanical device (other than a hand truck) unless the device is attached to the covered "auto," 9. Operations "Bodily injury" or "prop" damage" arising out of Die operation of., a. Any equipment listed in Paragraphs 6.b. and 6-c- of the definition of "mobile equipment"; or b. Machinery or equipment that is on, attached to or part of a land vehicle that would quality under the definition of "mobile equipment" if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it Is licensed or principally garaged. 10. Completed Operations "Bodily injury" or "property damage" arising out of your work after that work has been completed or abandoned. In this exclusion, your work means: a. Work or operations performed by you or on your behalf; and b. Materials, parts or equipment furnished in connection with Such work or operations. Your work includes warranties or representations made at any time with respect to the fitness, quality, durability or performance of any of the items included in Paragraph a, or b. above. Your work will be deemed completed at the earliest of the following times: (1) When all of the work called for in Your contract ties been completed; (2) When all of the work to be done at the site has been completed If your contract calls for work at more Dian one site; or (3) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Page 4 of 12 Copyright, Insurance Services Office, Inc., 2011 CA 00 01 10 13 Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. 11. Pollution "Bodily injury" or "property damage" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": a. That are, or that are contained in any property that is: (1) Being transported or towed by, handled or handled for movement into, onto or from the covered "auto"; (2) Otherwise in the course of transit, by or on behalf of the "insured"; or (3) Being stored, disposed of, treated or processed in or upon the covered "auto"; b. Before the "pollutants" or any property in which the "pollutants" are contained are moved from the place where they are accepted by the "Insured" for movement into or onto the covered "auto"; or c. After the "Pollutants" or any property in which the "pollutants" are contained are moved from the covered "auto" to the place where they are finally delivered, disposed of or abandoned by the "Insured." Paragraph a. above does not apply to fuels, lubricants, fluids, exhaust gases or other similar "pollutants" that are needed for or result from the normal electrical, hydraulic or mechanical functioning of the covered "auto" or its parts ff: (1) The "pollutants" escape, seep, migrate or are discharged, dispersed or released directly from an "auto" part designed by its 8 manufacturer to hold, store, receive or dispose of such "pollutants"; and 8 (2) The "bodily injury", "property damage" or a covered pollution cost or expense" does not arise out of the operation of any equipment listed in Paragraphs 6.b. and 6.c. of the definition of "mobile equipment." Paragraphs b. and C. above of this exclusion do riot apply to "accidents" that occur away from premises owned by or rented to an "insured" with respect to "pollutants" not in or upon a covered ""auto" if: (a) The "pollutants" or any property in which the "pollutants" are contained are upset, overturned or damaged as a result of the maintenance or use of a covered "auto"; and (b) The discharge, dispersal, seepage, migration, release or escape of the '"pollutants" is caused directly by such upset, overturn or damage. 12. War "Bodily injury" or "property damage" arising directly or indirectly out of: a. War, including undeclared or civil war; b. Warlike action by a military force, including action In hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or c. Insurrection, rebellion, revolution, usurped power or action taken by governmental authority in hindering or defending against any of these, 13. Racing Covered "autos" while used in any professional or organized racing or demolition contest or stunting activity, or while practicing for such contest or activity. This insurance also does not apply while that covered "auto" is being prepared for such a contest or activity. C. Limit Of Insurance Regardless of the number of covered "autos", "insureds", premiums paid, claims made or vehicles involved in the "accident", the most we will pay for the total of all damages and "covered pollution cost or expense" combined resulting from any one .'accident" is the Limit Of Insurance for Covered Autos Liability Coverage shown in the Declarations. CA 00 0110 13 Copyright, Insurance Services Office, Inc., 2011 Page 5 of 12 All "bodily injury", "property damage" and "covered pollution cost or expense" resulting from continuous or repeated exposure to substantially the same conditions will be considered as resulting from one accident." No one will be entitled to receive duplicate payments for the same elements of "loss" under this Coverage Form and any Medical Payments Coverage endorsement, Uninsured Motorists Coverage endorsement or Underinsured Motorists Coverage endorsement attached to this Coverage Part. SECTION lil — PHYSICAL DAMAGE COVERAGE A. Coverage I. We will pay for "loss" to a covered "auto" or its equipment under: a. Comprehensive Coverage From any cause except: (1) The covered "auto's" collision with another object; or (2) The covered "auto's" overturn. Jr. Specified Causes Of Loss Coverage Caused by: (1) Fire, lightning or explosion; (2) Theft; (3) Windstorm, hail or earthquake; (4) Flood; (5) Mischief or vandalism; or (6) The sinking, burning, collision or derailment of any conveyance transporting the covered "auto." c. Collision Coverage Caused by: (1) The covered "auto's" collision with another object; or (2) The covered "auto's" overturn. 2. Towing We will pay up to the limit shown in the Declarations for towing and labor costs incurred each time a covered "auto" of the private passenger type is disabled. However, the labor must be performed at the place of disablement. 3. Glass Breakage — Hitting A Bird Or Animas — Failing Objects Or Missiles If you carry Comprehensive Coverage for the damaged covered "auto", we will pay for the fallowing under Comprehensive Coverage: a. Glass breakage; b. "Loss" caused by hitting a bird or animal; and C. "Loss" caused by falling objects or missiles. However, you have the option of having glass breakage caused by a covered "auto's" collision or overturn considered a 'loss" under Collision Coverage. 4. Coverage Extensions a. Transportation Expenses We will pay up to $20 per day, to a maximum of $600, for temporary transportation expense incurred by you because of the total theft of a covered "auto" of the private passenger type. We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes Of Loss Coverage. We will pay for temporary transportation expenses incurred during the period beginning 48 hours after the theft arid ending, regardless of the policy's expiration, when the covered "auto" is returned to use or we pay for Its "loss." b. Loss Of Use Expenses For Hired Auto Physical Damage, we will pay expenses for which an "insured" becomes legally responsible to pay for loss of use of a vehicle rented or hired without a driver under a written rental contract or agreement We will pay for loss of use expenses if caused by: (1) Other that) collision only if the Declarations indicates that Comprehensive Coverage is provided for any covered "auto"; (2) Specified Causes Of Loss only if the Declarations indicates that Specified Causes Of Loss Coverage is provided for any covered "auto"; or Page 6 of 12 Copyright, Insurance Services Office, Inc., 2011 CA 00 01 1013 (3) Collision only if the Declarations indicates that Collision Coverage is provided for any covered "auto," However, the most we will pay for any expenses for loss of use is $20 per day, to a maximum of $600. B. Exclusions 1. We will not pay for "loss" caused by or resulting from any of the following. Such 'loss" is excluded regardless of any other cause or event that contributes concurrently or in any sequence to the loss." a. Nuclear Hazard (1) The explosion of any weapon employing atomic fission or fusion; or (2) Nuclear reaction or radiation, or radioactive contamination, however caused. b. War Or Military Action (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power or action taken by governmental authority in hindering or defending against any of these. b. Any device designed or used to detect speed - measuring equipment, such as radar or laser detectors, and any jamming apparatus intended to elude or disrupt speed -measuring equipment, c. Any electronic equipment, without regard to whether this equipment is permanently installed, that reproduces, receives or transmits audio, visual or data signals. d. Any accessories used with the electronic equipment described in Paragraph c. above. S. Exclusions 4.c. and 4.d. do not apply to equipment designed to be operated solely by use of the power from the "auto's" electrical system that, at the time of "loss", is: a. Permanently installed In or upon the covered .%uto'% b. Removable from a housing unit which is permanently installed in or upon the covered "auto"; C. An integral part of the same unit housing any electronic equipment described in Paragraphs a. and b. above; or d. Necessary for the normal operation of the covered "auto" or the monitoring of the covered "auto's" operating system, 6. We will not pay for 'loss" to a covered "auto" due to "diminution in value." C. Limits Of Insurance 11. The most we will pay for: 2. We will not pay for "loss" to any covered "auto" a. "Loss" to any one covered "auto" is the lesser while used in any professional or organized of: racing or demolition contest or stunting activity, or (1) The actual cash value of the damaged or while practicing for such contest or activity. We "loss" stolen property as of the time of the "lose; will also not pay for to any covered "auto" while that covered "auto" is being prepared for or such a contest or activity. (2) The rest of repairing or replacing the 1 We will not pay far'"lass" due and confined to: damaged or stolen property with otherlose" property of like kind and quality. a. Wear and tear, freezing, mechanical or electrical breakdown, b. All electronic equipment that reproduces, receives or transmits audio, visual or data b. Blowouts, punctures or other road damage to signals in any one 'loss" is $1,000, if, at the tires• time of "loss", such electronic equipment is: This exclusion does not apply to such 'loss" (1) Permanently installed in or upon the resulting from the total theft of a covered "auto," covered "auto" in a housing, opening or 4. We will not pay for "loss" to any of the following: other location that is not normally used by a. Tapes, records, discs or other similar audio, the "auto" manufacturer for the installation of such equipment; visual or data electronic devices designed for use with audio, visual or data electronic equipment. CA 00 0110 13 Copyright, Insurance Services Office, Inc., 2011 Page 7 of 12 (2) Removable from a permanently installed housing unit as described in Paragraph la(l) above; or (3) An integral part of such equipment as described in Paragraphs b.(1) and b.(2) above. 2. An adjustment for depreciation and physical condition will be made in determining actual cash value in the event of a total "loss." 3. If a repair or replacement results in better than like kind or quality, we will not pay for the amount of the betterment. For each covered "auto", our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by the applicable deductible shown in the Declarations. Any Comprehensive Coverage deductible shown in the Declarations does not apply to 'loss" caused by fire or lightning. SECTION IV —BUSINESS AUTO CONDITIONS The following conditions apply in addition to the Common Policy Conditions: A. Loss Conditions 1. Appraisal For Physical Damage Loss If you and we disagree on the amount of loss", either may demand an appraisal of the "loss." In this event, each party will select a competent appraiser. The two appraisers will select a competent and impartial umpire. The appraisers will state separately the actual cash value and amount of "loss." If they fail to agree, they will submit their differences to the umpire. A decision agreed to by any two will be binding. Each party will: a. Pay its chosen appraiser; and b. Bear the other expenses of the appraisal and umpire equally. If we submit to an appraisal, we will still retain our right to deny the claim. Z Duties In The Event Of Accident, Claim, Suit Or Loss We have no duty to provide coverage under this policy unless there has been full compliance with the following duties: a. In the event of "accident", claim, "suit' or "loss", you must give us or our authorized representative prompt notice of the "accident" or "loss." Include: (1) How, when and where the "accident" or "loss" occurred; (2) The "insured's" name and address; and (3) To the extent possible, the names and addresses of any Injured persons and witnesses. b. Additionally, you and any other involved "insured" must: (1) Assume no obligation, make no payment or incur no expense without our consent, except at the "Insured's" own cost. (2) Immediately send us copies of any request, demand, order, notice, summons or legal paper received concerning the claim or "suit." (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit." (4) Authorize us to obtain medical records or other pertinent information. (5) Submit to examination, at our expense, by physicians of our choice, as often as we reasonably require. C. If there Is "loss" to a covered "auto" or its equipment, you must also do the following: (1) Promptly notify the police if the covered "auto" or any of its equipment is stolen. (2) Take all reasonable steps to protect the covered "auto" from further damage. Also keep a record of your expenses for consideration in the settlement of the claim. (3) Permit us to inspect the covered "auto" and records proving the 'loss" before its repair or disposition. (4) Agree to examinations under oath at our request and give us a signed statement of your answers. Legal Action Against Us No one may bring a legal action against us under this Coverage Form until: a. There has been full compliance with all the terms of this Coverage Form; and b. Under Covered Autos Liability Coverage, we agree in writing that the "insured" has an obligation to pay or until the amount of that obligation has finally been determined by judgment after trial. No one has the right under this policy to bring Lis into an action to determine the "insured's" liability. Page 8 of 12 Copyright, Insurance Services Office, Inc., 2011 CA 00 01 1013 4. Loss Payment — Physical Damage Coverages 5. Othorinsurance At our option, we may; a. Pay for, repair or replace damaged or stolen property; b. Return the stolen property, at our expense. We will pay for any damage that results to the .'auto" from the theft; or c. Take all or any part of the damaged or stolen property at an agreed or appraised value. If we pay for the "loss", our payment will include the applicable sales tax for the damaged or stolen property. 5. Transfer Of Rights Of Recovery Against Others To Us If any person or organization to or for whom we make payment under this Coverage Form ties rights to recover damages from another, those rights are transferred to us. That person or organization must do everything necessary to secure our rights and must do nothing after "accident" or "loss" to impair them. B. General Conditions 1. Bankruptcy Bankruptcy or Insolvency of the "insured" or the "insured's" estate will not relieve us of any obligations under this Coverage Form. 2. Concealment, Misrepresentation Or Fraud This Coverage Form is void in any case of fraud by you at any time as it relates to this Coverage Form. It is also void if you or any other "insured", at any time, Intentionally conceals or misrepresents a material feet concerning! a. This Coverage Form; b. The covered "auto"; c. Your interest in the covered "auto"; or d. A claim under Oils Coverage Form. 3. Liberalization If we revise this Coverage Form to provide more coverage without additional premium charge, your policy will automatically provide the additional coverage as of the day the revision is effective in your state. 4. No Benefit To Bailee — Physical Damage Coverages We will not recognize any assignment or grant any coverage for the benefit of any person or organization holding, storing or transporting property for a fee regardless of any other provision of this Coverage Form, a. For any covered "auto" you own, this Coverage Form provides primary insurance. For any covered "auto" you don't own, the Insurance provided by this Coverage Form is excess over any other collectible insurance. However, while a covered "auto" which Is a "trailer" is connected to another vehicle, the Covered Autos Liability Coverage this Coverage Form provides for the "trailer" is: (1) Excess while it is connected to a motor vehicle you do not own; or (2) Primary while it is connected to a covered "auto" you own. b. For Hired Auto Physical Damage Coverage, any covered "auto" you lease, hire, rent or borrow is deemed to be a covered "auto" you own. However, any "auto" that is [eased, hired, rented or borrowed with a driver is not a covered "auto." c. Regardless of the provisions of Paragraph a. above, this Coverage Form's Covered Autos Liability Coverage is primary for any liability assumed under an "Insured contract." d. When this Coverage Form and any other Coverage Form or policy covers on the same basis, either excess or primary, we will pay only our share. Our share is the proportion that the Limit of Insurance of our Coverage Form beers to the total of the limits of all the Coverage Forms and policies covering on the same basis. 6. Premium Audit a. The estimated premium for this Coverage Form is based on the exposures you told us you would have when this policy began. We will compute the final premium due when we determine your actual exposures, The estimated toted premium will be credited against the final premium due and the first Named Insured will be billed for the balance, if any. The due date for the final premium or retrospective premium is the date shown as the due date on the bill. If the estimated total premium exceeds the final premium due, the first Named Insured will get a refund, b. If this policy is issued for more than one year, the premium for this Coverage Form will be computed annually based on our rates or premiums in effect at the beginning of each year of the policy. CA 00 0110 13 Copyright, Insurance Services Office, Inc., 2011 Page 9 of 12 7. Policy Period, Coverage Territory Under this Coverage Form, we cover "accidents" and "losses" occurring: a. During the policy period shown in [tie Declarations; and b. Within the coverage territory. The coverage territory is: (1) The United States of America; (2) The territories and possessions of the United States of America; (3) Puerto Rico; (4) Canada; and (6) Anywhere In the world if a covered "auto" of the private passenger type is ]eased, hired, rented or borrowed without a driver for a period of 30 days or less, provided that the "insured's" responsibility to pay damages is determined in a "suit' on the merits, in the United States of America, the territories and possessions of the United States of America, Puerto Rico or Canada, or in a settlement we agree to. We also cover "loss" to, or "accidents" involving, a covered "auto" while being transported between any of these places. 8. Two Or More Coverage Forms Or Policies Issued By Us If this Coverage Form and any other Coverage Form or policy issued to you by us or any company affiliated with us applies to the same "accident", the aggregate maximum Limit of Insurance Linder all the Coverage Forms or policies shall not exceed the highest applicable Limit of Insurance under any one Coverage Form or policy. This condition does not apply to any Coverage Form or policy issued by us or an affiliated company specifically to apply as excess insurance over this Coverage Form. A. "Accident" includes continuous or repeated exposure to the same conditions resulting in "bodily injury" or "property damage," B. "Auto" means: 1. A land motor vehicle, "trailer" or semitrailer designed for travel on public roads; or 2. Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it Is licensed or principally garaged. However, "auto" does not include "mobile equipment." C. "Bodily injury" means bodily injury, sickness or disease sustained by a person, including death resulting from any of these. D. "Covered pollution cost or expense" means any cost or expense arising out of: 1. Any request, demand, order or statutory or regulatory 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 2. Any claim or "suit' by or on behalf of a governmental authority for damages because of testing for, monitoring, clearing up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants." "Covered pollution cost or expense" does not include any cost or expense arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": a. That are, or that are contained in any property that is: (1) Being transported or towed by, handled or handled for movement into, onto or from the covered "auto"; (2) Otherwise In the course of transit by or on behalf of the "insured"; or (3) Being stored, disposed of, treated or processed in or upon the covered "auto"; b. Before the "pollutants" or any property in which the "pollutants" are contained are moved from the place where they are accepted by the "Insured" for movement into or onto the covered "auto"; or C. After the "pollutants" or any property in which the "pollutants" are contained are moved from the covered "auto" to the place where they are finally delivered, disposed of or abandoned by the "insured." Page 10 of 12 Copyright, Insurance Services office, Inc., 2011 CA 00 01 1013 Paragraph a. above does not apply to fuels, lubricants, fluids, exhaust gases or other similar "pollutants" that are needed for or result from the normal electrical, hydraulic or mechanical functioning of the covered "auto" or its parts, if: (1) The "pollutants" escape, seep, migrate or are discharged, dispersed or released directly from an "auto" part designed by its manufacturer to hold, store, receive or dispose of such "pollutants"; and (2) The "bodily Injury", "property damage" or "covered pollution cost or expense" does not arise out of the operation of any equipment listed in Paragraph 6.b. or 6.c. of the definition of "mobile equipment." Paragraphs b, and c. above do not apply to "accidents" that occur away from promises owned by or rented to an "insured" with respect to "pollutants" not in or upon a covered "auto" if: (a) The "Pollutants" or any property in which the"pollutants" are contained are upset, overturned or damaged as a result of the maintenance or use of a covered "auto"; and (b) The discharge, dispersal, seepage, migration, release or escape of the "pollutants" is caused directly by such upset, overturn or damage. E. "Diminution in value" means the actual or perceived loss in market value or resale value which results from a direct and accidental "loss." F. "Employee" includes a "leased worker." "Employee„ does not include a "temporary worker." G. "Insured" means any person or organization qualifying as an insured in the Who Is An Insured provision of the applicable coverage. Except with respect to the Limit of Insurance, the coverage afforded applies separately to each insured who is seeking coverage or against whom a claim or "suit' is brought. H. 'Insured contract" means: 1. A lease of premises; 2. A sidetrack agreement; 3. Any easement or license agreement, except In connection with construction or demolition operations on or within 50 feet of a railroad; 4. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; CA 00 01 10 13 S. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another to pay for "bodily injury" or "property damage" to a third party or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement; or 6. That part of any contract or agreement entered into, as part of your business, pertaining to the rental or lease, by you or any of your "employees", of any "auto." However, such contract or agreement shall not be considered an "insured contract" to the extent that it obligates you or any of your "employees" to pay for "property damage" to any "auto" rented or leased by you or any of your "employees." An "insured contract" does not include that part of any contract or agreement: a. That indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, roadbeds, tunnel, underpass or crossing; b. That pertains to the loan, lease or rental of an "auto" to you or any of your "employees", if the "auto" is loaned, leased or rented with a driver; or c. That holds a person or organization engaged in the business of transporting property by "auto" for hire harmless for your use of a covered "auto" over a route or territory that person or organization is authorized to serve by public authority. L "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker." J. "Loss" means direct and accidental loss or damage. K. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: 1. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; 2. Vehicles maintained for use solely on or next to premises you own or rent; 3. Vehicles that travel on crawler treads; Copyright, Insurance Services Office, Inc., 2011 4. Vehicles, whether self-propelled or not, However, "mobile equipment" does not include land maintained primarily to provide mobility to vehicles that are subject to a compulsory or financial permanently mounted: responsibility law or other motor vehicle insurance a. Power cranes, shovels, loaders, diggers or law where it is licensed or principally garaged. Land drills; or vehicles subject to a compulsory or financial b. Road construction or resurfacing equipment responsibility law or other motor vehicle insurance law are considered "autos," such as graders, scrapers or rollers; 5. Vehicles not described in Paragraph 1., 2., 3. or L. "Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, 4. above that are not self-propelled and are maintained primarily to provide mobility to vapor, soot, fumes, acids, alkalis, chemicals and permanently attached equipment of the following waste. Waste includes materials to be recycled, reconditioned or reclaimed. types: a. Air compressors, pumps and generators, M. "Property damage" means damage to or loss of use of tangible property. including spraying, welding, building cleaning, geophysical exploration, lighting and well. N. "Suit" means a civil proceeding in which: servicing equipment; or 1. Damages because of "bodily injury" or "property b. Cherry pickers and similar devices used to damage"; or raise or lower workers; or 2. A "covered pollution cost or expense"; 6. Vehicles not described in Paragraph 1., Z, 3, or to which this insurance applies, are alleged. 4. above maintained primarily for purposes other "Suit" includes: than the transportation of persons or cargo. However, self-propelled vehicles with the a. An arbitration proceeding in which such following types of permanently attached damages or "covered pollution costs or equipment are not "mobile equipment" but will be expenses" are claimed and to which the considered "autos": "insured" must submit or does submit with our a. Equipment designed primarily for: consent; or (1) Snow removal; b. Any other alternative dispute resolution (2) Road maintenance, but not construction or proceeding in which such damages or "covered pollution costs or expenses" are resurfacing; or claimed and to which the insured submits with (3) Street cleaning; our consent. lb. Cherry pickers and similar devices mounted 0. "Temporary worker" means a person who is on automobile or truck chassis and used to furnished to you to substitute for a permanent raise or lower workers; and "employee" on leave or to meet seasonal or short - c. Air compressors, pumps and generators, term workload conditions. including spraying, welding, building cleaning, P. "Trailer" includes semitrailer. geophysical exploration, lighting or well - servicing equipment. Page 12 of 12 Copyright, Insurance Services Office, Inc., 2011 CA 00 01 1613 SB -146968•A CAVA Policy Number: 6021297176 (Ed. 01/06) IMPORTANT: THIS ENDORSEMENT CONTAINS DUTIES THAT APPLY TO THE ADDITIONAL INSURED IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT. SEE PARAGRAPH C., OF THIS ENDORSEMENT FOR THESE DUTIES. F.11111111*1402 - - 1,111111141:44:161 an BLANKET WAIVER OF SUBROGATION Architects, Engineers and Surveyors This endorsement modifies insurance provided under the fallowing BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS A. WHO IS AN INSURED (Section C.) of the Businessowners Liability Coverage Form is amended to include as an insured any person or organization whom you are required to add as an additional insured on this policy under a written contract or written agreement; but the written contract or written agreement must be; 1. Currently in effect or becoming effective during the term of this policy; and 2. Executed prior to the "bodily injury," "property damage," or "personal and advertising Injury! B. The insurance provided to the additional insured is limited as follows: 1. That person or organization is an additional insured solely for liability due to your negligence specifically resulting from "your work" for the additional insured which Is the subject of the written contract or written agreement. No coverage applies to liability resulting from the sole negligence of the additional insured. 2. The Limits of Insurance applicable to the additional insured are those specified in the written contract or written agreement or in the Declarations of this policy, whichever is less, These Limits of Insurance are inclusive of, and not C. in addition to, the Limits of Insurance shown in the Declarations, 3, The coverage provided to the additional Insured within this endorsement and section titled LIABILITY AND MEDICAL EXPENSE DEFINITIONS — "Insured Contract" (Section F.9.) within the Businessowners Liability Coverage Form, does not apply to "bodily injury" or "property damage" arising out of the "products -completed operations hazard" unless required by the written contract or written agreement. SB -146968-A (Ed. 01106) 4. The insurance provided to the additional Insured does not apply to 'bodily injury," 'property damage," "personal and advertising Injury" arising out of an architects, engineer's, or surveyor's rendering of or failure to render any professional services including: a. The preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications by any architect, engineer or surveyor performing services on a project of which you serve as construction manager; or Is. Inspection, supervision, quality control, engineering or architectural services done by you on a project of which you serve as construction manager. 5. This insurance does not apply to "bodily Injury," "property damage," or "personal and advertising Injury" arising out of: a. The construction or demolition work while You are acting as a construction or demolition contractor, This exclusion does not apply to work done for or by you at your premises. BUSINESSOWNERS GENERAL LIABILITY CONDITIONS — Duties In The Event of Occurrence, Offense, Claim or Suit (Section E.2.) of the Businessowners Liability Coverage Form is amended to add the following: An additional Insured under this endorsement will as soon as practicable: 1. Give written notice of an occurrence or an offense to us which may result in a claim or "suit"' under this insurance; Page I of 2 1. Z Tender the defense and indemnify of any claim or "sull" to us for a loss we cover under this Coverage Part; 3. Tender the defense and indemnity of any claim or "suit" to any other insurer which also has Insurance for a loss we cover under this Coverage Part; and 4. Agree to make available any other insurance which the additional insured has for a loss we cover under this Coverage Part. We have no duty to defend or indemnify an additional insured under this endorsement until we receive mitten notice of a claim or "self" from the additional insured, D. OTHER INSURANCE (Section H. 2. & 3.) of the Businessowners Common Policy Conditions are deleted and replaced with the following; 2. This insurance is excess over any other insurance naming the additional insured as an insured whether primary, excess, contingent or on any other basis unless a written contract or written agreement specifically requires that this insurance be either primary or primary and noncontributing to the additional insured's own coverage. This insurance is excess over any other Insurance to which the additional insured has been added as an additional insured by endorsement. 3. When this insurance is excess, we will have no duty under Coverages A or B to defend the additional insured against any "suit" if any other Insurer has a duty to defend the additional insured SB -146968-A (Ed, 01/06) SS -146968-A (Ed.01106) against that "suit" If no other insurer defends, we will undertake to do so, but we will be entitled to the additional 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 the loss, If any, that exceeds the SLIM of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self-insured amounts under all that other insurance. We will share the remaining loss, if any, with any other Insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. E. TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (Section K.2.) of the Boinessowners Common Policy Conditions Is deleted and replaced with the following: 2. We waive any right of recovery we may have against any person or organization against whom you have agreed to waive such right of recovery in a written oontract or agreement because of payments we make for injury or damage arising out of your ongoing operations or 'your work' done under a contract With that person or organization and included within the "products -completed operations hazard." Page 2 of 2