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HomeMy WebLinkAboutC-6381 - M/SRA for Granite Floor Service in Bay E 0O V0 MAINTENANCE/REPAIR SERVICES AGREEMENT -So WITH DFS FLOORING, LP FOR GRANITE FLOOR SERVICE IN BAY E V THIS MAINTENANCE/REPAIR SERVICES AGREEMENT ("Agreement") is made and entered into as of this 19th day of October, 2015 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and DFS FLOORING, LP, a Delaware limited partnership ("Contractor"), whose address is 15651 Saticoy Street, Van Nuys, California 91406, and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City desires to engage Contractor to perform maintenance and/or repair services for City ("Project"). C. Contractor possesses the skill, experience, ability, background, certification and knowledge to provide the maintenance and/or repair services described in this Agreement. D. Contractor has examined the location of all proposed work, carefully reviewed and evaluated the specifications set forth by City for the Project, is familiar with all conditions relevant to the performance of services, and has committed to perform all work required for the compensation specified in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Agreement shall commence on the Effective Date, and shall terminate on December 31, 2015, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED 2.1 Contractor shall diligently perform all the services described in the Scope of Services and Schedule of Billing Rates attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). As a material inducement to City entering into this Agreement, Contractor represents and warrants that Contractor is a provider of first class work and Contractor is experienced in performing the Work contemplated herein and, in light of such status and experience, Contractor covenants that it shall follow the highest industry standards in performing the Work required hereunder and that all materials will be of good quality. 2.2 Contractor shall perform all Work required to be performed, and shall provide and furnish all the labor, materials, necessary tools, expendable equipment and all utility and transportation services necessary for the Project. 3. TIME OF PERFORMANCE 3.1 Time is of the essence in the performance of Services under this Agreement and Contractor shall perform the Services in accordance with the schedule included in Exhibit A. In the absence of a specific schedule, the Services shall be performed to completion in a diligent and timely manner. The failure by Contractor to strictly adhere to the schedule set forth in Exhibit A, if any, or perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 3.2 Notwithstanding the foregoing, Contractor shall not be responsible for delays due to causes beyond Contractor's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice within two (2) calendar days of the occurrence causing the delay to the other party so that all delays can be addressed. 3.3 Contractor shall submit all requests for extensions of time for performance in writing to the Project Administrator as defined herein, not later than two (2) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Contractors control. 3.4 For all time periods not specifically set forth herein, Contractor shall respond in the most expedient and appropriate manner under the circumstances, by fax, hand-delivery or mail. 4. COMPENSATION TO CONTRACTOR 4.1 City shall pay Contractor for the Services on a time and expense not-to- exceed basis in accordance with the provisions of this Section and Exhibit A. Except as otherwise provided herein, no rate changes shall be made during the term of this Agreement without the prior written approval of City. Contractor's compensation for all Services performed in accordance with this Agreement, including all reimbursable items, shall not exceed Three Thousand Eight Hundred Fifty Dollars and 00/100 ($3,850.00), without prior written amendment to the Agreement. 4.2 Contractor shall submit monthly invoices to City describing the Work performed the preceding month. Contractor's bills shall include the name and/or classification of employee who performed the Work, a brief description of the Services performed and/or the specific task in the Scope of Services to which it relates, the date the Services were performed, the number of hours spent on all Work billed on an hourly basis, and a description of any reimbursable expenditures. City shall pay Contractor no later than thirty (30) calendar days after approval of the monthly invoice by City staff. 4.3 City shall reimburse Contractor only for those costs or expenses specifically identified in Exhibit A to this Agreement, or specifically approved in writing in advance by City. DFS Flooring, LP Page 2 4.4 Contractor shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Compensation for any authorized Extra Work shall be paid in accordance with Exhibit A. 5. PROJECT MANAGER 5.1 Contractor shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Contractor has designated Steve Warble to be its Project Manager. Contractor shall not remove or reassign the Project Manager or any personnel listed in Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non-key personnel. 5.2 Contractor, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of Services upon written request of City. Contractor warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 6. ADMINISTRATION This Agreement will be administered by the Municipal Operations Department. City's Fleet/Facilities Manager or designee shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES To assist Contractor in the execution of its responsibilities under this Agreement, City agrees to provide access to and upon request of Contractor, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Contractor's Work schedule. 8. TYPE AND INSTALLATION OF MATERIALSISTANDARD OF CARE 8.1 Contractor shall use only the standard materials described in Exhibit A in performing Services under this Agreement. Any deviation from the materials described in Exhibit A shall not be installed or utilized unless approved in advance and in writing by the Project Administrator. 8.2 All of the Services shall be performed by Contractor or under Contractors supervision. Contractor represents that it possesses the personnel required to perform the Services required by this Agreement, and that it will perform all Services in a manner commensurate with highest industry standards. All Services shall be performed by qualified and experienced personnel who are not employed by City. By delivery of DFS Flooring, LP Page 3 completed Work, Contractor certifies that the Work conforms to the requirements of this Agreement and all applicable federal, state and local laws and the industry standard. 8.3 Contractor represents and warrants to City that it has, shall obtain and shall keep in full force and effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Contractor to practice its profession. Contractor shall maintain a City of Newport Beach business license during the term of this Agreement. 8.4 Contractor shall not be responsible for delay, nor shall Contractor be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, acts of God, or the failure of City to furnish timely information or to approve or disapprove Contractors Work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. RESPONSIBILITY FOR DAMAGES OR INJURY 9.1 City and all officers, employees and representatives thereof shall not be responsible in any manner for any loss or damage to any of the materials or other things used or employed in performing the Project or for injury to or death of any person as a result of Contractor's performance of the Services required hereunder; or for damage to property from any cause arising from the performance of the Project by Contractor, or its subcontractors, or its workers, or anyone employed by either of them. 9.2 Contractor shall be responsible for any liability imposed by law and for injuries to or death of any person or damage to property resulting from defects, obstructions or from any cause arising from Contractor's Work on the Project, or the Work of any subcontractor or supplier selected by Contractor. 9.3 To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers, and employees (collectively, the "Indemnified Parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims°), which may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Agreement, any Work performed or Services provided under this Agreement including, without limitation, defects in workmanship or materials or Contractor's presence or activities conducted on the Project (including the negligent and/or willful acts, errors and/or omissions of Contractor, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them). 9.4 Notwithstanding the foregoing, nothing herein shall be construed to require Contractor to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorneys' fees in any action DFS Flooring, LP Page 4 on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Contractor. 9.5 Contractor shall perform all Work in a manner to minimize public inconvenience and possible hazard, to restore other work areas to their original condition and former usefulness as soon as possible, and to protect public and private property. Contractor shall be liable for any private or public property damaged during the performance of the Work by Contractor or its agents. 9.6 To the extent authorized by law, as much of the money due Contractor under and by virtue of the Agreement as shall be considered necessary by City may be retained by it until disposition has been made of such suits or claims for damages as aforesaid. 9.7 The rights and obligations set forth in this Section shall survive the termination of this Agreement. 10. INDEPENDENT CONTRACTOR It is understood that City retains Contractor on an independent contractor basis and Contractor is not an agent or employee of City. The manner and means of conducting the Work are under the control of Contractor, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. No civil service status or other right of employment shall accrue to Contractor or its employees. Nothing in this Agreement shall be deemed to constitute approval for Contractor or any of Contractor's employees or agents, to be the agents or employees of City. Contractor shall have the responsibility for and control over the means of performing the Work, provided that Contractor is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Contractor as to the details of the performance of the Work or to exercise a measure of control over Contractor shall mean only that Contractor shall follow the desires of City with respect to the results of the Services. 11. COOPERATION Contractor agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the Work to be performed. City agrees to cooperate with Contractor on the Project. 12. CITY POLICY Contractor shall discuss and review all matters relating to policy and Project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. DFS Flooring, LP Page 5 13. PROGRESS Contractor is responsible for keeping the Project Administrator informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. 14. INSURANCE Without limiting Contractors indemnification of City, and prior to commencement of Work, Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit B, and incorporated herein by reference. 15. PREVAILING WAGES Pursuant to the applicable provisions of the Labor Code of the State of California, not less than the general prevailing rate of per diem wages including legal holidays and overtime Work for each craft or type of workman needed to execute the Work contemplated under the Agreement shall be paid to all workmen employed on the Work to be done according to the Agreement by the Contractor and any subcontractor. In accordance with the California Labor Code (Sections 1770 et seq.), the Director of Industrial Relations has ascertained the general prevailing rate of per diem wages in the locality in which the Work is to be performed for each craft, classification, or type of workman or mechanic needed to execute the Agreement. A copy of said determination is available by calling the prevailing wage hotline number (415) 703-4774, and requesting one from the Department of Industrial Relations. The Contractor Is required to obtain the wage determinations from the Department of Industrial Relations and post at the job site the prevailing rate or per diem wages. It shall be the obligation of the Contractor or any subcontractor under him/her to comply with all State of California labor laws, rules and regulations and the parties agree that the City shall not be liable for any violation thereof. 16. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Contractor is a partnership or joint-venture or syndicate or cotenancy, which shall result in changing the control of Contractor. Control means fifty percent (50%0) or more of the voting power or twenty-five percent (25%) or more of the assets of the corporation, partnership or joint- venture. 17. SUBCONTRACTING The subcontractors authorized by City, if any, to perform Work on this Project are identified in Exhibit A. Contractor shall be fully responsible to City for all acts and DFS Flooring, LP Page 7 omissions of any subcontractor. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. City is an intended beneficiary of any Work performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and City. Except as specifically authorized herein, the Services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 18. OWNERSHIP OF DOCUMENTS Each and every report, draft, map, record, plan, document and other writing produced (hereinafter "Documents"), prepared or caused to be prepared by Contractor, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Contractor or any other party. Contractor shall, at Contractor's expense, provide such Documents to City upon prior written request. 19. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City expressly authorizes in writing the release of information. 20. RECORDS Contractor shall keep records and invoices in connection with the Services to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Contractor shall allow inspection of all Work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 21. WITHHOLDINGS City may withhold payment to Contractor of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Contractor shall not discontinue Work as a result of such withholding. Contractor shall have an immediate right to appeal to the City Manager or his/her designee with respect to such disputed sums. Contractor shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. DFS Flooring, LP Page 7 22. CITY'S RIGHT TO EMPLOY OTHER CONTRACTORS City reserves the right to employ other contractors in connection with the Project. 23. CONFLICTS OF INTEREST 23.1 Contractor or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 23.2 If subject to the Act, Contractor shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Contractor shall indemnify and hold harmless City for any and all claims for damages resulting from Contractor's violation of this Section. 24. NOTICES 24.1 All notices, demands, requests or approvals, including any change in mailing address, to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first- class mail, addressed as hereinafter provided. 24.2 All notices, demands, requests or approvals from Contractor to City shall be addressed to City at: Attn: Fleet/Facilities Manager Municipal Operations Department City of Newport Beach 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658 24.3 All notices, demands, requests or approvals from City to Contractor shall be addressed to Contractor at: Attn: Steve Warble DFS Flooring, I-P 15651 Saticoy St. Van Nuys, CA 91406 25. CLAIMS Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under this Agreement, Contractor shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. Contractor's acceptance of the final payment shall constitute a waiver of all claims for DFS Flooring, LP Page 8 compensation under or arising out of this Agreement except those previously made in writing and identified by Contractor in writing as unsettled at the time of its final request for payment. Contractor and City expressly agree that in addition to any claims filing requirements set forth in the Agreement, Contractor shall be required to file any claim Contractor may have against City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). 26. TERMINATION 26.1 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non-defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 26.2 Notwithstanding the above provisions, City shall have the right, at its sole and absolute discretion and without cause, of terminating this Agreement at any time by giving no less than seven (7) calendar days' prior written notice to Contractor. In the event of termination under this Section, City shall pay Contractor for Services satisfactorily performed and costs Incurred up to the effective date of termination for which Contractor has not been previously paid. On the effective date of termination, Contractor shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form.. 27. LABOR 27.1 Contractor shall conform with all applicable provisions of state and federal law including, but not limited to, applicable provisions of the federal Fair Labor Standards Act(°FLSA') (29 USCA§ 201, et seq.). 27.2 Whenever Contractor has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of this Agreement, Contractor shall immediately give written notice to City, and provide all relevant Information. 27.3 Contractor represents that all persons working under this Agreement are verified to be U.S. citizens or persons legally authorized to work in the United States. 27.4 To the fullest extent permitted by law, Contractor shall indemnify, defend, and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers, and employees from loss or damage, including but not limited to attorneys' fees, and other costs of defense by reason of actual or alleged violations of any applicable federal, state and local labor laws or law, rules, and/or regulations. This obligation shall survive the expiration and/or termination of the Agreement. DFS Flooring, LP Page 9 28. STANDARD PROVISIONS 28.1 Recitals. City and Contractor acknowledge that the above Recitals are true and correct and are hereby incorporated by reference. 28.2 Compliance with all Laws. Contractor shall, at its own cost and expense, comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by Contractor shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 28.3 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 28.4 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 28.5 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 28.6 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 28.7 Amendments. This Agreement may be modified or amended only by a written document executed by both Contractor and City and approved as to form by the City Attorney. 28.8 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 28.9 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 28.10 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, sex, sexual orientation, age or any other impermissible basis under law. DFS Flooring, LP Page 10 28.11 No Attorneys' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. 28.12 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [SIGNATURES ON NEXT PAGE] DFS Flooring, LP Page 11 IN WITNESS WHER9-QF, fha P@Qiee h@w 999W fhl@ Ag_r@@,m@,nt fe he, executed an the dates written heiaw, APPROVED AS TO FORM; CITY ATTOM-Y'S OFFICE Date: — r1i 1111 e;WM VVLI-- By: A ror) °. Harp -8 City Attorney ATTEST: I [ �` , )jr-- Date: Lm P.,�Il:pam,,' ;.: , 1 II- CITY OF NEWPORT MACH, �allf�rrtl�(m���lS rear-afl��t By: W,W pi��l�l Dreet€?r CONTRACTOR; DFS Flapring, 0, e. Delaware ii itedj p rtnomhip Date:I`7 1 is 0 0@Ilat?I MNQ OF 8-I9NATUR0.11) Attachments: Exhibit A - gepg of 9ar1li�a andellele of WIN Rate Exhibit B -- In-suram—@ Re-quiFer! mt§ DFS Flooring, LP Page 12 ACKNOWLEDGMENT A notary public or other officer completing this certificate verities only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Los A,,Q6; E LES } ss. On t (' q ' 2y l�� , 20 before me, C M 21 S-'( G Notary Public, personally appeared IZ C�OAET) 21 M who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my h d and official seal. Signature CHRISTINE WILLIAM #t Commission 2066234 Z . �: Notary Public - California D Los Angeles County My Comm. Ex fres Apr 29, 201 R ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California (seal) County of }ss. On , 20 before me, , Notary Public, personally appeared , proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (seal) DFS Flooring, LP EXHIBIT A SCOPE OF SERVICES AND SCHEDULE OF BILLING RATES Granite floor service at hallway in Bay E: Service steps — Service is for granite floor in Bay E hallway near elevator and around the comer in front of kitchen area, elevator cab, 3 steps plus area under stairwell. Strip any remaining floor finish of the above areas, rinse, then apply Granite Sealer/Coating. Investment = $ 3,850 This would be a one-time service and one-time charge. There is no guarantee we can remove existing finish and/or marks but will do our best. Daily maintenance is still required but once sealer is applied, daily maintenance is much easier and cleanliness of the floor will stay at a much higher level much longer. DFS Flooring, LIP Page A-1 EXHIBIT B INSURANCE REQUIREMENTS— MAINTENANCE/REPAIRMANITORIAL SERVICES 1. Provision of Insurance. Without limiting Contractor's indemnification of City, and prior to commencement of Work, Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Contractor agrees to provide insurance in accordance with requirements set forth here. If Contractor uses existing coverage to comply and that coverage does not meet these requirements, Contractor agrees to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 3. Coverage Requirements. A. Workers' Compensation Insurance. Contractor shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. Contractor shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers. B. General Liability Insurance. Contractor shall maintain commercial general liability insurance and, if necessary, umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) general aggregate. The policy shall cover liability arising from premises, operations, products- completed operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). C. Automobile Liability Insurance. Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Contractor arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented DFS Flooring, LP Page B-1 vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. 4. Other Insurance Reguirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Contractor or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subconsultants. B. Additional Insured Status. All liability policies including general liability, products and completed operations, excess liability, pollution liability, and automobile liability, if required, shall provide or be endorsed to provide that City and its officers, officials, employees, and agents shall be included as insureds under such policies. C. Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self- insurance maintained by City. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days notice of cancellation (except for nonpayment for which ten (10) calendar days notice is required) or nonrenewal of coverage for each required coverage. 5. Additional Agreements Between the Parties. The parties hereby agree to the following: A. Evidence of Insurance. Contractor shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. B. Citv's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Contractor sixty (60) calendar days advance written notice of such change. If such change results in substantial DFS Flooring, LP Page B-2 additional cost to Contractor, City and Contractor may renegotiate Contractors compensation. C. Right to Review Subcontracts. Contractor agrees that upon request, all agreements with subcontractors or others with whom Contractor enters into contracts with on behalf of City will be submitted to City for review. Failure of City to request copies of such agreements will not impose any liability on City, or its employees. Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a format at least as broad as CG 20 38 04 13. D. Enforcement of Agreement Provisions. Contractor acknowledges and agrees that any actual or alleged failure on the part of City to inform Contractor of non-compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. E. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Contractor maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. F. Self-insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self- insurance will not be considered to comply with these requirements unless approved by City. G. City Remedies for Non-Compliance If Contractor or any sub- consultant fails to provide and maintain Insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this Agreement, or to suspend Contractors right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Contractor or reimbursed by Contractor upon demand. DFS Flooring, LP Page B-3 H. Timely Notice of Claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractors performance under this Contract, and that involve or may involve coverage under any of the required liability policies. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. I. Contractors Insurance. Contractor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. DFS Flooring, LP Page B-4 CERTIFICATE OF INSURANCE CHECKLIST City of Newport Beach This checklist is comprised of requirements as outlined by the City of Newport Beach. Date Received: 10/29/15 Dept./Contact Received From: Joan Date Completed: 10/29/15 Sent to: Joan By: Chris Company/Person required to have certificate: DFS Flooring Type of contract: All Others I. GENERAL LIABILITY EFFECTIVE/EXPIRATION DATE: 2/10/15-2110/16 A. INSURANCE COMPANY: Valley Forge Insurance Company B. AM BEST RATING (A- : VII or greater): A:XV C. ADMITTED Company(Must be California Admitted): Is Company admitted in California? E Yes ❑ No D. LIMITS (Must be$1M or greater): What is limit provided? 1M/2M E. ADDITIONAL INSURED ENDORSEMENT—please attach E Yes ❑ No F. PRODUCTS AND COMPLETED OPERATIONS (Must include): Is it included? (completed Operations status does not apply to Waste Haulers or Recreation) E Yes ❑ No G. ADDITIONAL INSURED FOR PRODUCTS AND COMPLETED OPERATIONS ENDORSEMENT(completed Operations status does not apply to Waste Haulers) ® Yes ❑ No H. ADDITIONAL INSURED WORDING TO INCLUDE (The City its officers, officials, employees and volunteers): Is it included? ® Yes ❑ No I. PRIMARY& NON-CONTRIBUTORY WORDING (Must be included): Is it included? ® Yes ❑ No J. CAUTION! (Confirm that loss or liability of the named insured is not limited solely by their negligence) Does endorsement include"solely by negligence"wording? ❑Yes E No K. ELECTED SCMAF COVERAGE(RECREATION ONLY): E N/A ❑ Yes ❑ No L. NOTICE OF CANCELLATION: ❑ N/A E Yes ❑ No II. AUTOMOBILE LIABILITY EFFECTIVE/EXPIRATION DATE: 2/10/15-2/10/16 A. INSURANCE COMPANY: American Economy Insurance Company B. AM BEST RATING (A- : VII or greater) A:XV C. ADMITTED COMPANY(Must be California Admitted): Is Company admitted in California? E Yes ❑ No D. LIMITS- If Employees(Must be$1 M min. BI & PD and $500,000 UM, $2M min for Waste Haulers): What is limits provided? 1M E LIMITS Waiver of Auto Insurance/Proof of coverage(if individual) (What is limits provided?) N/A F. PRIMARY& NON-CONTRIBUTORY WORDING (For Waste Haulers only): E N/A ❑ Yes ❑ No G. HIRED AND NON-OWNED AUTO ONLY: ❑ N/A ❑Yes E No H. NOTICE OF CANCELLATION: ❑ N/A E Yes ❑ No III. WORKERS' COMPENSATION EFFECTIVE/EXPIRATION DATE: 2/10/15-2/10/16 A. INSURANCE COMPANY: Insurance Company of the West B. AM BEST RATING (A- : VII or greater): A-:X C. ADMITTED Company(Must be California Admitted): ® Yes ❑ No D. WORKERS' COMPENSATION LIMIT: Statutory ® Yes ❑ No E. EMPLOYERS' LIABILITY LIMIT(Must be $1 M or greater) 1M F. WAIVER OF SUBROGATION (To include): Is it included? ® Yes ❑ No G. SIGNED WORKERS' COMPENSATION EXEMPTION FORM: ® NIA ❑ Yes ❑ No H. NOTICE OF CANCELLATION: ❑ N/A ® Yes ❑ No ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED IV. PROFESSIONAL LIABILITY ® NIA ❑ Yes ❑ No V POLLUTION LIABILITY ® N/A ❑ Yes ❑ No V BUILDERS RISK ® N/A ❑ Yes ❑ No HAVE ALL ABOVE REQUIREMENTS BEEN MET? ® Yes ❑ No IF NO, WHICH ITEMS NEED TO BE COMPLETED? Approved: 10/29/15 Agent of Alliant Insurance Services Date Broker of record for the City of Newport Beach ------------------------------------------------------------------------------------------------------------------------------------- RISK MANAGEMENT APPROVAL REQUIRED(Non-admitted carrier rated less than_ Self Insured Retention or Deductible greater than $ ) ❑ N/A ❑ Yes ❑ No Reason for Risk Management approval/exception/waiver: Approved: Risk Management Date * Subject to the terms of the contract. ACCO CERTIFICATE OF LIABILITY INSURANCE DATlorzsnoMs 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. H 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 SullivanCurtisMonroe Insurance Services CONTCT NAME:" 1920 Main Street Suite 600 PHONE 949 250 7711772pc No: 949.852.9762 Irvine, CA 92614 EMAIL ADORE INSURERS AFFORDING COVERAGE NAIC p wwwSUlllvanCUrtisMonroe.com License#OE83670 INSURER A: Valley Forge Insurance Company 20508 INSURED INSURER B: American Economy Insurance Company 19690 DFS Flooring, LP 15651 Saticoy St. INSURERC: Continental Casualty Company 20443 Van Nuys CA 91406 INSURER D: Insurance Company Of the West 27847 INSURER E: INSURER F COVERAGES CERTIFICATE NUMBER: 27108341 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 rypE OF INSURANCE ADDLSUBR POLICY EFF POLICY EXP LIMITS LTR POLICY NUMBER MMIDDIYVYY MMIDDIYYYY A �/ COMMERCIAL GENERAL LIABILITY r/ 5095054446 2/10/2015 2/10/2016 EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE RENTED DAMAGE TO $ 100,000 ✓ OCCUR PREMISEE E occurence 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 ✓1 JPEEC 1:1 LOC PRODUCTS-COMP/OP AGG $ 2,000,600 OTHER: $ B AUTOMOBILE LIABILITY 02CE31117120 2/1012015 2/10/2016 COMBINED aEEDtSINGLE LIMIT $ 1,000,00 ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NOPROPERTY DAMAGE $ ✓ HIRED AUTOS ✓ AUTOS PeraccideM $ C UMBRELLA LIAB ,/ OCCUR L5085811954 2/10/2015 2/10/2016 EACH OCCURRENCE $ 10,000,0001 of EXCESS LIAB CLAIMS-MADE AGGREGATE $ 10,000,000 DED I ✓I RETENTION$10,000 $ D WORKERS COMPENSATION �/ WSD500014007 2/10/2015 2/10/2016 ,/ STATUTE ER H AND EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE YIN E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? hN NIA (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 I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) The City of Newport Beach,its officers,officials,employees and volunteers are named as additional insureds per attached form. Waiver of Subrogation applies to Workers'Compensation per attached form. CERTIFICATE HOLDER CANCELLATION C.Ity of Newport Beach THE SHOULD EXPIRATION H DATE VTHEREOF, NOTICE POLICIESE DESCRIBED WILLL CBE CDELIVERED ELLED BEFORE 100 Civic Center Drive ACCORDANCE WITH THE POLICY PROVISIONS. Newport Beach CA 92660 AUTHORIZED REPRESENTATIVE Jessica Lund ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD 29108391 1 DFSPL0oR 115-16 GL/Allto/Umb/WC (Maintenance) I Monique Nguyen 110/29/2015 10:99;97 AM (PDT) I Page 1 of 15 DFS Flooring,LP 5095054446 G-17957-H CNA (Ed. 01/13) BLANKET ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS- WITH PRODUCTS-COMPLETED OPERATIONS COVERAGE— LIMITED LIABILITY It Is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows: SCHEDULE(OPTIONAL) Name of Additional Insured Persons Or Organizations (As required by"written contract per Paragraph A. below.) Locations of Covered Operations (As per the 'written contract," provided the location is within the"coverage territory"of this Coverage Part.) A. Section II-Who Is An Insured is amended to include as an additional insured: 1. Any person or organization whom you are required by "written contract' to add as an additional insured on this Coverage Part; and 2. The particular person or organization, If any,scheduled above. B. The insurance provided to the additional insured is limited as follows: 1. The person or organization is an additional insured only with respect to liability for 'bodily injury,' 'property damage,"or"personal and advertising injury"and only to the extent caused by: a. Your negligent acts or omissions, or the negligent acts or omissions of those acting on your behalf, in the i performance of your ongoing operations specified in the"written contract'; or P b. "Your work" that is specified in the'written contract' but only for'bodily injury"or"property damage' included m in the"products-completed operations hazard,"and only if: (1) The "written contract' requires you to provide the additional insured such coverage; and ti (2) This Coverage Part provides such coverage. g 2. We will not provide the additional insured any broader coverage or any higher limit of insurance than: 0 a. The maximum permitted by law; b. Required by the"written contract"; mne c. Described in B.I.above; or d. Afforded to you under this policy, whichever is less. 3. Notwithstanding anything to the contrary in Condition 4. Other Insurance(Section IV),this insurance is excess of all other insurance available to the additional insured whether on a primary, excess, contingent or any other basis. But if required by the"written contract"to be primary and non-contributory, this insurance will be primary and non- contributory relative to insurance on which the additional insured is a Named Insured. 4. The insurance provided to the additional insured does not apply to 'bodily injury," "property damage," or"personal and advertising injury"arising out of: G-17957-H (01/13) Page 1 of 2 Copyrighl,CNA All Rights Reserved. 20100341 DFSFLOOR 1 15-16 GL/Auto/Umb/WC (Maintenance) I Monique Nguyen 1 10/29/2015 10:44:47 W (PDP) I Page 2 of 15 G-1 7957-H (Ed. 01/13) a. Acts or omissions of the additional insured, or of anyone, other than you, acting on the additional insured's behalf. b. The rendering of, or the failure to render, any professional architectural, engineering, or surveying services, including: (1) The preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys,field orders, change orders or drawings and specifications; and (2) Supervisory, inspection, architectural or engineering activities; or c. Any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this Coverage Part. C. SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: 1. The Duties In The Event of Occurrence, Offense, Claim or Suit condition is amended to add the following additional conditions applicable to the additional insured: An additional insured under this endorsement will as soon as practicable: (1) Give us written notice of an "occurrence" or an offense which may result in a claim or 'suit" under this Insurance, and of any claim or"suit"that does result; (2) Except as provided in Paragraph B.3 of this endorsement, agree to make available any other insurance the additional insured has for a loss we cover under this Coverage Part; (3) Send us copies of all legal papers received, and otherwise cooperate with us in the investigation, defense, or settlement of the claim or"suit; and (4) Tender the defense and indemnity of any claim or "suit" to any other insurer or self insurer whose policy or program applies to a loss we cover under this Coverage Part. But if the "written contract" requires this Insurance to be primary and non-contributory, this provision (4) does not apply to insurance on which the additional insured is a Named Insured. We have no duty to defend or indemnify an additional insured under this endorsement until we receive from the additional insured written notice of a claim or"suf" D. Only for the purpose of the insurance provided by this endorsement,SECTION V—DEFINITIONS is amended to add the following definition: "Written contract" means a written contract or written agreement that requires you to make a person or organization an additional insured on this Coverage Part, provided the contract or agreement: 1. Is currently in effect or becomes effective during the term of this policy; and 2. Was executed prior to: a. The"bodily injury"or"property damage";or b. The offense that caused the"personal and advertising injury" for which the additional insured seeks coverage under this Coverage Part. All other terms and conditions of the Policy remain unchanged. G-17957-H (01/13) Page 2 of 2 Copyright,CNA All Rights Reserved, 27100391 1 OFSFL R J 15-16 GL/Auto/Um /WC (Maintenance) I Monique Nguyen 1 10/29/2015 10:99:97 AM (POT) Page 3 of 15 10/29/2015 OVADFS Flooring, LP G-18652-J CNA 5095054446 (Ed. 07112) CONTRACTORS'GENERAL LIABILITY EXTENSION ENDORSEMENT It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows. The changes this endorsement makes do not apply with respect to any coverage that has been excluded or amended by another endorsement attached to this policy. SCHEDULE Coverage is summarized below. For particulars and limitations affecting each coverage; please refer to the corresponding policy provisions in the body of this endorsement. - 1. Additional Insureds Seven additional insured extensions. 2. . Bodily Injury--Expanded Definition 3. Broad Knowledge of Occurrence/Notice of Occurrence 4. Broad Named Insured 5. Broadened Liability Coverage For Damage To"Your Product" And"Your Work" Limit:$100,000. S. Contractual Liability—Railroads Expanded definition of'insured contract." 7. Contractual Liability For Personal And Advertising Injury S. Electronic Data Liability Loss of Electronic Data Limit: $100,000. 9. Expanded Personal And Advertising Injury-Discrimination Or Humiliation 10. Expected Or Intended Injury Reasonable force—'bodi injury' or'property damage.' 11. General Aggregate Limits Of Insurance-Per Project 12. In Ram Actions 13. Incidental Health Care Malpractice Coverage 14. Joint Ventures/Pertnership/Limilted Liability Companies Coverage for your interest in such terminated or ended organizations, 15. Legal Liability/Alienated Premfses/Borrowed Equipment Coverage Extended perils. Default limit increased to$500,000 for Damage to Premises Rented To You. $25,000 limit for'property dama e°to borrowed tools or equipment at a jobsite. e 16. Liberalization Clause 17. Liquor Liability Coverage Extension 19. Medical Payments Limits increased to $15,000. Reporting increased to three years from the date of accident. a 19. Non-owned Aircraft Coverage 20. Non-owned Watercraft Increased to 75 feel. 21. Primary And Non-Contributory To Other Insurance SEEM e= 22. Prgmrty Damage-Elevators 23. Supplementary Payments Cost of bail bonds increased to$5,000. Daily loss of earnings increased to$1,000. 24. Unintentional Failure To Disclose Hazards 26. Waiver of Subrogation- Blanket Waiver of subrogation where required by written contract or written agreement, 26. Wrap-Up Extension G-18652-J(Ed. 07112) Page 1 of 11 Copyright,CNA All Rights Reserved. 29108341 DPSPLWR 1 15-16 GL/Auto/Um /WC (Maintenance) Monique Nguyen 110/29/2015 10:44:47 AM (PDT) Page 4 of 15 G-18652-) (Ed. 07/12). 1. ADDITIONAL INSURED not apply to any 'occurrence' which takes place after the equipment lease expires. SECTION-11"WHO-IS AN INSURED is amended to include as an insured any person or organization D. Lessor Land (called additional insured)described in paragraphs A. An owner or other interest from whom land has through G. below whom you are required to-add as an- been leased by you but only with respect to additional insured on this policy under a written liability arising out of the ownership, maintenance contract or written agreement, provided the written or,use of that specific part of the land leased to contract or written agreement: you and subject to the following additional i. Is currently in effect or becomes effective exclusions: .during the term 61 this policy;and This insurance does not apply to: ii. Was executed prior-,to the °bodily injury,' 1- Any 'occurrence' which takes place after you 'properly damage' or 'personal injury and cease to lease that land; or advertising injury' for which the additional insured seeks coverage. 2. Structural alterations, new construction or demolition operations performed by or on However, we will not provide the additional behalf of such additional insured. insured any broader coverage or any higher limit of insurance than the least that is: E. Lessor-Premises a- The maximum permitted by law; A manager or lessor of premises but only with b. Required in the written contract or written respect to liability arising out of the ownership, reee maintenance or use of that specific part of the agreement; premises leased to you and subject to the c. Afforded to you under this policy; or following additional exclusions: d. Described in the applicable paragraphs A. This insurance does not apply to: through G.below. 1. Any 'occurrence' which takes place after you A. Controlling Interest cease to be a tenant in that premises;or Any persons or organizations with a controlling 2- Structural alterations, new construction or interest in you but only with respect to their liability demolition operations performed by or on arising out of: behalf of such additional insured. 1. Their financial control of you; or -F. Mortgagee,Assignee or Receiver 2. Premises they own, maintain or control while - A mortgagee,assignee or receiver but only with you lease or occupy these premises- respect to their liability as mortgagee, assignee,or receiver and arising out of the ownership, This insurance does not apply to structural maintenance, or use of a premises by you. alterations, new construction and demolition This insurance does net apply to structural performed by or for such additional insured. alterations,new construction or demolition operations performed by or for such additional B. Co-owner of Insured Premises Insured. A co-owner of a premises co-ownedby you and G. State or Governmental Agency or Subdivision covered under this insurance but only with respect or Political Subdivisions to the co-owner's liability as co-owner of such premises. A state or governmental agency or subdivision or political subdivision subject to the following C. Lessor-Equipment provisions: 1. Any person or organization from whom you 1. This insurance applies only with respect to the tease equipment, but only with respect to following hazards for which the state or liability for 'bodily injury," °property damage' governmental agency or subdivisionor or'personal and advertising injury' caused, in political subdivision has issued a permit or whole or in part, by your maintenance, authorization in connection with premises you operation or use of equipment leased to you own, rent, or control and to which this by such person or organization. insurance applies: 2. With respect to the insurance afforded to a. The existence, maintenance, repair, these additional insureds, this insurance does construction, erection, or removal of G-16652-f (Ed. 07/12) Page 2 of 11 Copyright,CNA All Rights Rewrvetl. 2710a341 I ➢FSFLGGR 115-16 GL/Auto/Um /WC (Maintenance) I Monique Mguyen 1 10/39/3015 10:44:47 AM (POT) I Page 5 of 15 G-18652-J (Ed. 07112) advertising signs, awnings, canopies, (3) An executive officer or the employee cellar entrances, coal holes, driveways, designated by you to give such notice, if you manholes, marquees, hoistaway are a corporation; or openings, sidewalk vaults, street banners, or decorations and similar exposures; or (4)_ A. manager,. it. you are a limited liability company. b. The construction, erection, or removal of B. NOTICE OF OCCURRENCE elevators; or c. The ownership, maintenance or use of Your rights under this Coverage Part will not be any elevators covered by this insurance. prejudiced.if you fail 10 give us notice of an 'occurrence, offense, claim or"suit'and that 2. This insurance applies only with respect to failure is solely due to your reasonable belief that operations performed by you or on your behalf the 'bodily injury°or*property damage°is not for which the state or governmental agency or covered under this Coverage Part. However,you subdivision or political subdivision has issued shall give written notice of this 'occurrence,' a permit or authorization. offense, claim or'suit'to us as soon as you are aware that this insurance may apply to such 3. This insurance does not apply to: "occurrence," offense claim or'suit.' a. 'Bodily injury," 'property damage' or 4. BROAD NAMED INSURED 'personal and advertising injury' arising out of operations performed for the A. Any subsidiary or affiliate organization, other than federal government, state or municipality; a partnership, joint venture or limited liability or company, In which a Named Insured specifically b. 'Bodily Injury' or 'property damage' shown in the Declarations has management included within the 'productscompleted- control, directly or through one or more subsidiary operations hazard," organizations, at the lime of loss will qualify as a Named Insured but only If there is no other similar A governmental permit which requires you to add insurance available to such organization, nor the governmental entity as an additional insured similar insurance which would be available but for will trigger this Provision 1.as if the permit were a exhaustion of Its limits. For the purpose of this 8 written contract. provision, similar insurance means general liability 2. BODILY INJURY— EXPANDED DEFINITION or equivalent insurance, no matter whether its coverage is broader or narrower than that SECTION V—DEFINITIONS,the definition of'bodily provided by this insurance. But if the only other $ injury' is changed to read: similar insurance is for a 'consolidated (wrap-up) program,' then a subsidiary that qualifies as a 'Bodily injury' means bodily injury, sickness or disease Named Insured on such project-specific insurance sustained by person, including death, humiliation, can still qualify as a Named Insured on this shock, mental anguish or mental injury by that person insurance, but not for projects covered by the at anytime which results as a consequence of the °consolidated(wrap-up) program.' c bodily Injury,sickness or disease. 3. BROAD KNOWLEDGE OF OCCURRENCFJ NOTICE delfinit on of"Please see tconsoem�lidated(wrap-up) program.'] .C.of this endorsement for e OF OCCURRENCE B. This endorsement does not apply to any Condition 2.Duties In The Event of Oocurrence, organization for which coverage is excluded by Offense,Claim or Suit of SECTION IV— another endorsement attached to this policy. COMMERCIAL GENERAL LIABILITY CONDITIONS is amended to add the following provisions: C. Only for the purpose of this endorsement: A. BROAD KNOWLEDGE OF OCCURRENCE 1. Management control means: You must give us or our authorized representative a. Ownership interest representing more notice of An 'occurrence,' offense, claim, or °suit° than 50% of the voting, appointment, or only when the 'occurrence,' offense, claim or designation power for the subsidiary °suit' is known to: organization's governing body;or (1) You, i1 you are an individual; b. Having the right, pursuant to a written contract, or pursuant to the by-laws, o (2) A partner, if you are a partnership; charter, operating agreement, or similar document of a specifically shown Named Insured or controlled subsidiary G-18652-J (Ed. 01/12) Page 3 of 11 Copyright,CNA All Rights Reserved. 2]100341 ➢PSPL R 1 15-16 GL/Auto/limb/WC (Maintenance( I Monique Nguyen 1 10/29/2015 10:44;49 PM (PDT) I Page 6 of 15 G-18652-J (Ed. 07642) organization to select, appoint, or (a) Fire; designate a majority of. the-subsidiary organization's governing body. Such (b) Smoke; contract or document must have been (c) Collapse; or created prior to the time of loss; or (d) Explosion. a Having the right, pursuant to a written . trust agreement, to protect, control the B. The following paragraph is added to SECTION III use of, encumber or transfer and sell —LIMITS OF INSURANCE: property held by a trust. Subject to S.above,$100,000 is the most we will 2. Governing body means the Board of Directors pay under Coverage A for the sum of damages of a corporation. arising out of any one'occurrence' because of °property damage°to your product'and*your 3.. Loss means: work'that is caused by fire,smoke, collapse or a. The occurring of the 'bodily injury* or explosion and is included within the"product- 'property damage'; or completed operations hazard' This sublimlt does not apply to 'property damage'to'your work' if b. The committing of the offense that caused the damaged work or the work out of which the the'personal and advertising injury.' damage arises was performed on your behalf by a D. The insurance, provided by this policy applies to subcontractor. Named Insureds when trading under their own C. This Provision S. Broadened Liability Coverage names, or under such trading names or doing- For Damage To "Your Product" And "Your business-as (DBA) names as any should choose Work" does not apply If an endorsement of the to employ. same name is attached to this policy. S. BROADENED LIABILITY COVERAGE FOR S. CONTRACTUAL LIABILITY—RAILROADS DAMAGE TO "YOUR PRODUCT" AND 'YOUR WORK" With respect to operations performed within 50 feet of railroad property,the definition of 'insured contract' in A. Under SECTION I — COVERAGE A — BODILY SECTION V—DEFINITIONS is replaced by the. INJURY AND PROPERTY DAMAGE LIABILITY, following: Paragraph 2. Exclusions is amended to delete exclusions k, and I. and replace them with the °Insure d Contract' means: following: a. A contract for a lease of premises. However, that [This insurance does not appy to:] portion of the contract for a lease-of premises that indemnities any person or organization for Ii. Damage to Your Product damage by fire to premises while rented to you or 'Property damage'to"your product" arising temporarily occupied by you with permission of out of it, or any part of it except when caused the owner Is not an'insured contrac!°; by-or resulting from: b. A sidetrack agreement; (1) Fire; c. Any easement or license agreement; (2) Smoke; d. An obligation, as required by ordinance, to (3} Collapse;or indemnity a municipality, except in connection with work for a municipality; (4) Explosion. . e. An elevator maintenance agreement; I. Damage to Your Work f. That part of any other contract or agreement 'Property damage? to°your work'arising out of it, pertaining to your business (including an or any part of it and included in the 'products- indemnification of a municipality in connection with completed operations hazard.° work performed for a municipality) under which This exclusion does not apply: you assume the tort liability of another parry to pay for 'bocilly Injury' or '.property damage' to a third (1) If the damaged work or the work out. of person or .organization. Tort liability means a which the damage arises was performed liability that would be imposed by law in the on your behalf by a subcontractor; or absence of any contract or agreement. (2) If the cause of loss to the damaged work Paragraph f.does not include that part of any arises as a result of: contract or agreement: G-18652-J (Ed. 07112) Page 4 of 11 Copyright,CNA Ar Rights Reserved. 27108341 1 OFSFLOOR 115-16 GL/Auto/➢mb/WC (Maintenance) I Monique Nguyen 110/29/2015 10:44:47 AM (POT) I Page 7 Of 15 G-18652-J (Ed, 07112) (1) That indemnifies an architect, engineer or - 'Electronic data' means information,facts or surveyor for injury or damage arising out of: programs stored as or on, created or used on, or {a} Preparing, approving or failing to prepare transmitted to or from computer software or approve maps, shop drawings, (including systems and applications software), opinions, reports, surveys, field orders, hard or floppy disks,CD-ROMS, tapes, drives, change orders or drawings and cells, data processing devices or any other media specifications; or which are used with electronically controlled equipment. (b) Giving directions or instructions, or failing D. For the purposes of the coverage provided by this to give them, if that is the primary cause endorsement, the definition of 'property damage' of the injury or damage; in SECTION V— DEFINITIONS is replaced by the (2) Under which the insured, if an architect; following: engineer or surveyor, assumes liability for an 17. 'Property damage' means: injury or damage arising out of the insured's rendering or failure to render professional a. Physical injury to tangible property, services, including those listed in (1) above including all resulting loss of use of that and supervisory, inspection, architectural or property: All such loss of use shall be engineering activities. deemed to occur at the time of the 7. CONTRACTUAL LIABILITY FOR PERSONAL AND physical injury that caused it; ADVERTISING INJURY b. Loss of use of tangible property that is not Under SECTION I—COVERAGE B—PERSONAL physically injured. All such loss of use AND ADVERTISING INJURY LIABILITY, Paragraph 2. shall be deemed to occur d i ltthe time of the'occurrence'that cause ; or d Exclusions is amended to delete exclusion e. Contractual Liability. c. Loss of, loss of use of, damage to, This provision 7.does not apply to any parson or corruption of, inability to access, or inability to properly manipulate "electronic organization who otherwise qualifies as an additional data,' resulting from physical injury to M insured on this Coverage Part. tangible property. All such loss of S. ELECTRONIC DATA LIABILITY 'electronic data' shall be deemed to occur at the time of the 'occurrence' that A. Under SECTION I — COVERAGE A — BODILY caused it. INJURY AND PROPERTY DAMAGE, Paragraph 2. Exclusions is amended to delete exclusion p_ For the purposes of this insurance, "electronic Electronic Data and replace it with the following: data' is not tangible property. [This insurance does not apply to;] E. If Electronic Data Liability is provided at a higher p. Electronic Data limit by another endorsement attached to this policy, then the $100,000 limit provided by this Damages arising out of the loss of, loss of use of, Provision 8. Electronic, Data Liability is part of, damage to, corruption of, Inability to access, or and not in addition to, that higher limit. inability to manipulate 'electronic data' that does 8. EXPANDED PERSONAL AND ADVERTISING not result from physical injury to tangible property: INJURY-DISCRIMINATION OR HUMILIATION However,this exclusion does not apply to liability A. SECTION V — DEFINITIONS is amended to add E for damages because of'bodily injury." the following to the definition of 'Personal and B. The following paragraph is added to SECTION III advertising injury": —LIMITS OF INSURANCE: h. Discrimination or humiliation that results in Subject to S.above, $100,000 is the most we will injury to the feelings or reputation of a natural pay under Coverage A for all damages arising out person, but only if such discrimination or of any one'occurrence" because of'property humiliation is: damage'that results from physical injury to (1) Not done intentionally by or at the tangible property and arises out of"electronic direction of: data.' (a) The insured;or C. The following definitlon is added to the SECTION V—DEFINITIONS: (b) Any 'executive officer,' director, stockholder, partner, member or G-18652-J (Ed.07112) Page 5 of 11 Copyright,CNA All Rights Reserved. 27108391 U%SBLWR 115-16 GL/Auto/Umb/WC (Maintenance) I Monique Nguyen 110/29/2015 10:99:97 AM (PUT) [ Page 8 0£ 15 G-18652-J (Ed. 07112) manager (ff you are a limited liability °property damage" included in the company) of the insured;and °products-completed operations hazard'; (2) Not directly or Indirectly related to the and employment, prospective employment,'. 2. All medical expenses under Coverage C, past employment or termination of employment of any person or persons by that arise from "occurrences"or accidents any insured. which can be attributed solely to ongoing operations at that construction project. . B. Under SECTION I— COVERAGE B —PERSONAL Such payments shall not reduce the AND ADVERTISING INJURY LIABILITY, General Aggregate Limit shown in the Paragraph 2. Exclusions is amended to add the Declarations, nor the Construction Project following additional exclusions: Aggregate Limit of any other construction [This Insurance does not apply to:] project. Discrimination Relating To Room,Dwelling B. All: or Premises 1. Damages under Coverage B; regardless of "Personal or advertising injury' caused by the number of locations or construction discrimination directly or Indirectly related to projects involved; the sale, rental, lease or sub-lease or 2. Damages under Coverage A, caused by prospective sale, rental, lease or sub-lease of °occurrences° which cannot be attributed any room, dwelling or premises by or at the solely to ongoing operations at a single direction of any insured. construction project, except damages Fines Dr Penalties damage' of 'bodily injury' or 'property damage' included in the products-completed Fines or penalties levied or imposed by a operations hazard'; and governmental entity because of 9. Medical expenses under Coverage C caused discrimination. by accidents which cannot be attributed solely This provision 9. does not apply to any person or to ongoing operations at a single construction organization who otherwise qualifies as an project, additional insured on this Coverage Part. will reduce the General Aggregate Limit shown in 10. EXPECTED OR INTENDED INJURY the Declarations. Under SECTION I—COVERAGE A—BODILY C. The limits shown in the Declarations for Each INJURY AND PROPERTY DAMAGE LIABILITY, Occurrence, for Damage To Premises Rented To Paragraph 2. Exclusions is amended to delete You and for Medical Expense continue to apply, exclusion a.Expected or Intended Injury and but will be subject to either the Construction replace it with the following: Project Aggregate Limit or the General Aggregate [this insurance does not apply to: Limit, depending on whether the 'occurrence' can j be attributed solely to ongoing operations at 'a a. Expected or Intended Injury particular construction project. 'Bodily injury'or'property damage'expected 'D. When coverage for liability arising out of the or intended from the standpoint of the insured. products-completed operations hazard' Is This exclusion does not apply to'bodily provided, any payments for damages because of injury' or'property damage' resulting from the 'bodily injury' or 'property damage" included in -use of reasonable force to protect persons or the 'products-completed operations hazard,' property. regardless of the number of locations involved will reduce the Products-Completed Operations 11. GENERAL AGGREGATE LIMITS OF Aggregate Limit shown in the Declarations. INSURANCE-PER PROJECT A. For each construction .project Y from awe ro ect E. If .a single construction project away from P premises owned by or rented to the insured has Premises you own or rent, a separate been abandoned and then restarted, or if the . Construction Project General Aggregate Limit, authorized Contracting parties deviate from plans, equal to the amount of the General Aggregate blueprints, designs, specifications or timetables, Limit, is the most we will pay for the sum of: the project will still be deemed to be the same 1. All damages under Coverage A, except construction project. damages because of °bodily injury' or G-18652-J (Ed. 07/12) Page 6 of 11 Copyright.CNA All Rights Reserved. 27108341 DFULOOR 115-16 GL/Auto/Umb/WC (Maintenance( I Monique Nguyen 110/29/2015 10:44:47 AM (PDT) I Page 9 0£ 15 G-18652-J (Ed. 07/12) (5) That particular part of real property on others that occurs while the equipment is being which you or any contractors or used to perform operations. subcontractors working directly or indirectly on your behalf are performing p paragraph 5. Damage To Premises Rented To operations; if the 'property- damage' You Limit of SECTION. III — LIMITS OF arises out of those operations; or INSURANCE is replaced by the following: (6) That particular part of any property that 6. Subject to Paragraph 5. above, (the Each must berestored, repaired or replaced Occurrence Limit), the Damage To Premises because 'your work* was incorrectly Rented To You Limit is the most we will pay performed on it. under SECTION — I — COVERAGE A for damages, because of 'property damage' to Paragraph(2)of this exclusion does not apply any one premises while rented to you or if the premises are*your work, temporarily occupied by you with the Paragraphs (3) and [4) of this exclusion do permission of the owner, Including contents of not apply to 'property damage' to tools or such premises rented to you for a period of 7 or fewer consecutive days. The Damage To equipment loaned to you. A separate limit o1 insurance applies to such tools or equipmenl Premises Rented To You Limit Is the greater of: that are damaged while being used in your operations. a. $500,000;or Paragraphs (1), (3) and (4) of this exclusion b. The Damage To Premises Rented To do not apply to °property damage°.(other than You Limit shown in the Declarations. damage by fire) to premises rented to you or temporarilyE. Paragraph 4.b (1)(a}(ii} of SECTION IV — occupied b1' you with the COMMERCIAL GENERAL LIABILITY permission of the owner, or to the contents of CONDITIONS is deleted and replaced by the premises rented to you for a period of 7 or following: fewer consecutive days. A separate limit of insurance applies to Damage To Premises (11) That is property insurance for premises rented Rented To You as described In SECTION III— to you, for premises temporarily occupied by 8 LIMITS OF INSURANCE. you with the permission of the owner; or for 8 Paragraphs (3), (4), (5) and (6) of this personal property of others in your care, exclusion do not apply to liability assumed custody or control; under a sidetrack agreement. F. This Provision 15. does not apply if Damage To Paragraph (6)of this exclusion does not apply Premises Rented To You Liability under SECTION to °property damage' included in the —I—COVERAGE A is excluded by endorsement. 'products-Completed operations hazard.' 16. LIBERALIZATION CLAUSE B. Under SECTION I — COVERAGE A — BODILY If we adopt a change In our forms or rules which would INJURY AND PROPERTY DAMAGE the last broaden coverage for contractors under this paragraph of Paragraph 2. Exclusions is deleted endorsement without an additional premium charge, and replaced by the following. your policy will automatically provide the additional Exclusions c. through n. 10 not apply to damage coverage as of the date the revision is effective in your by fire to premises while rented to you or state. a� temporarily occupied by you with permission of 17. LIQUOR LIABILITY = the owner nor to the contents of premises rented to you for a period of 7 or fewer consecutive days. Under SECTION I—COVERAGE A—BODILY INJURY AND PROPERTY DAMAGE, Paragraph 2. A separate limit of insurance applies to this Exclusions is amended to delete exclusion c. Liquor coverage as described in SECTION III — LIMITS Liability. OF INSURANCE. This provision 17.does not apply to any person or C. The following paragraph is added to SECTION III organization who otherwise qualifies as an additional —LIMITS OF INSURANCE: insured on this Coverage Part. Subject to 5. above, $25,000 is the most we will 16. MEDICAL PAYMENTS o pay under Coverage A for damages arising out of any one '.occurrence° because ,of 'property A. Paragraph 7. Medical Expense Limit, of SECTION damage' to tools or equipment loaned to you by III — LIMITS OF INSURANCE is ,deleted and replaced by the fallowing: G-18652-) (Ed. 07/12) Page 9 of 11 COWright,CNA All Rights Reserved. 27108341 OPSPLWR 115-16 GL/Auto/N /WC (Maintenance( I Monique Nguyen 1 10/29/2015 10:44:47 AM (PM I Page 12 of 15 G-1 8662-J (Ed.07/12) 7. Subject to Paragraph 5. above (the Each following is added to Paragraph 4. of SECTION IV— Occurrence Limit), the Medical-Expense Limit COMMERCIAL GENERAL LIABILITY CONDITIONS: is the most we will pay under SECTION — I•— COVERAGE C for all medical expenses It you have agreed In writing in a contract or because of 'bodily injury' sustained by any agreement that this insurance is primary and non- one person. The Medical Expense Limit is the contributory relative to an additional insured's own greater of: Insurance, then this insurance Is primary and we will not seek Contribution from that other insurance. For (1) $15,000; or the purpose of this Provision 21.,the additional (2) The amount in the Declarations for insureddIs own insurance means insurance onwhich Medical Expense Limit. the additional insured is a Named Insured. B. Paragraph 1.a.(3Nb)of SECTION I—COVERAGE This Provision 21. does not apply in situations where C MEDICAL PAYMENTS, Is replaced by the the endorsement on this policy affording coverage to following: the additional insured specifies that this insurance is excess over any other insurance available to that (b) The expenses are incurred and reported to us additional insured. within three years of the date of the accident; 22. PROPERTY DAMAGE—ELEVATORS and This paragraph B. does not apply to medical A. Under SECTION I -COVERAGE A — BODILY expenses incurred in the state of Missouri. INJURY AND PROPERTY DAMAGE, Paragraph 2. Exclusions is amended such that exclusion k. 19. NON-OWNED AIRCRAFT Damage to Your Product, and subparagraph (3), Under SECTION f—COVERAGE A—BODILY (4)and(B)o1 exclusion J.Damage to Property do INJURY AND PROPERTY DAMAGE LIABILITY. not apply "property damage' that results from the use of elevators. Paragraph 2.Exclusions is amended such that exclusion g.Aircraft,Auto or Watercraft does not B. With respect only to the coverage. provided by this apply to an aircraft you do not own, provided that: endorsement, Condition 4. Other Insurance in SECTION IV — COMMERCIAL GENERAL 1. The pilot in command holds a currently effective LIABILITY CONDITIONS Is amended to add the certificate issued by the duly constituted authority following subparagraph b.(i)(axv): of the United States of America or Canada, designating that person as a commercial or airline 4. Other Insurance transport pilot; b. Excess Insurance 2. The aircraft is rented to you with a trained, paid crew; and (1) This insurance is excess over: 3. The aircraft does not transport persons or cargo (a) Any of the other insurance,whether primary, excess, for a charge. contingent or on any other basis: 20. NON-OWNED WATERCRAFT (v) That is Property insurance Under SECTION I—COVERAGE A—BODILY covering property of others INJURY AND PROPERTY DAMAGE LIABILITY, damaged from the use of Paragraph 2. Exclusions is amended to delete elevators. subparagraph(2)of-exclusion g. Aircraft,Auto or 23, SUPPLEMENTARY PAYMENTS Watercraft and replace it with the.following. [this exclusion does not apply to:] A. Under Section I — Supplementary Payments — Covereges A and B, Paragraph 1.b., the limit of (2) A watercraft you do not own that is: $250 shown for the cost of bail bonds is replaced (a) Less than 75 feet long; and by$5,000:. (b} Not being used B. In Paragraph 1A.,the limit of$250 shown for dally g to carry persons or property loss of earnings is replaced by$1,000. for a charge. 24. UNINTENTIONAL FAILURE TO DISCLOSE . 21. PRIMARY AND NON-CONTRIBUTORY TO OTHER HAZARDS INSURANCE With respect!o any person or organization that Is an If unintentionally you should fail to disclose all existing , additional respect to underperson Coverage Part,the hazards at the inception date of your policy,we will not g deny coverage under this CoveragePartbecause of such failure. G-18652-J(Ed. 07/12) Page 10 of 11 Copyright,CNA All Rights Rammed. - 27108341 1 DPSPLOOR 1 15-16 GL/Alt./Um /WC (Maintenance) I Monique Nguyen 1 10/29/2015 10:44:47 AM (PDT( I Page 13 of 15 G-18652-J (Ed. 07/12) 25: WAIVER OF SUBGROGATION -BLANKET or during such operations-at anyone acting on Under SECTION IV-COMMERCIAL GENERAL your behalf; nor LIABILITY CONDITIONS,The Transfer Of Rights Of 2. 'Bodily injury" or "property damage' included Recovery Against Others To Us Condition is amended within the 'products-completed operations by the addition of the following: hazard"that arises out of those portions of the We waive any-right of recovery.we.mayhave=against project that are not"residential structures.' any person or organization because of payments we B. SECTION IV — COMMERCIAL GENERAL make for injury or damage arising out of: z LIABILITY CONDITIONS is amended to add the 1. Your ongoing operations; or following subparagraph 4.b.(1)(c) to Condition 4. Other Insurance: 2. 'Your work" included in the °products completed [this insurance is excess over:] operations hazard.' However,this waiver applies only when you have (c) Any of the other insurance whether primary, agreed in writing to waive such rights of recovery in a excess, contingent or any other basis that is insurance available in you as a result of your contract or agreement, and only If the contract or being a participant in a 'consolidated (wrap- agreement: up) insurance program,' but only as respects 1. Is in effect or becomes affective during the term of your involvement in that 'consolidated (wrap- this policy; and up) insurance program." 2. Was executed prior to loss. C. SECTION V — DEFINITIONS is amended to add 26. WRAP-UP EXTENSION: OWNER CONTROLLED the following definition: INSURANCE PROGRAM, CONTRACTOR "Consolidated(wrap-up)insurance program' CONTROLLED INSURANCE PROGRAM OR means a construction,erection or demolition CONSOLIDATED (WRAP-UP) INSURANCE project for which the prime contractor/project PROGRAMS manager or owner of.the construction project has secured general liability Insurance covering some Note:The following provision does not apply to any or all of the contractors or subcontractors involved public construction project in the state of Oklahoma, in the project, such as an Owner Controlled nor to any construction project in the state of Alaska, Insurance Program (O.C,I.P.)or Contractor that is not permitted to be insured under a Controlled Insurance Program (C.C.I.P.). .consolidated(wrap-up)insurance program" by applicable state statute or regulation: 'Residential structure°means any structure where If the endorsement EXCLUSION —CONSTRUCTION 30%or more of the square foot area is used or is WRAP-UP or another CLUSIO N endorsement intended to be used for human residency including exclusionary but not limited to single or multifamily housing, pertaining to Owner Controlled Insurance Programs apartments, condominiums,townhouses,oo- (O.C.t.P.)or Contractor Controlled Insurance operatives or planned unit developments and also Programs (C.C.I.P.) is attached to this policy,then the includes their common areas and/or appurtenant bfollowing changes apply: structures(including pools, hot tubs,detached A. The following wording is added .to the garages,guest houses or any similar structures). endorsement: When there is no individual ownership of units, residential structure does not include military With respect to a*consolidated (wrap-up) housing, college/university housing or dormitories, insurance program" project in which you are or long term care facilities, hotels, or motels. were Involved,this exclusion does not apply to Residential structure also does not include those sums you become legally obligated to pay hospitals or prisons. as damages because of: This provision 26. does not apply to any person or 1. 'Bodily injury," 'property damage," or organization who otherwise qualifies as an °personal or advertising injury° that occurs additional Insured on this Coverage Part. during your ongoing operations at the project, All other terms and conditions of the Policy remain unchanged. Material used with permission of ISO Properties, Inc G-1 8652-J (Ed. 07/12) Page 11 of 11 Copyright,CNA All Flights Reserved. 27108341 1 DFSFL R 1 15-16 GL/Auto/Um /WC (Maintewnce) I Monique Nguyen 1 10/29/2015 10:44:47 AM (PDT) I Page 14 Of 15 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 06 34 (Ed. s-00) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT- BLANKET 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)_ The additional premium for this endorsement shall be 3%of the total California Workers'Compensation premium otherwise due. Schedule Person or Organization Job Description ANY PERSON OR ORGANIZATION RE: ALL CALIFORNIA OPERATIONS FOR WHOM THE NAMED INSURED IS REQUIRED UNDERWRITTEN CONTRACT TO FURNISH THIS WAIVER Policy Number: Insured: WSD500014007 DFS Flooring, LP Endorsement Effective: Coverage Provided by: 2/10/2015 Continental Casualty Company Issue Date: Countersigned by: 10/29/2015 WC 99 06 34 (Ed. 8-00) 27109341 DFSFWOR 115-16 GL/Auto/I /WC (Maintenaece) Monique Nguyen 110/29/2015 10:44:47 AM. (PDT) I Page 15 of 15 G-18652-J (Ed. 07/12) F. The provisions of SECTION -III — LIMITS OF C. SECTION V — DEFINITIONS is amended to add INSURANCE not otherwise modified by this the following new definition: endorsement shall continue to apply as stipulated. "Health care incident' means a negligent act, error 12. IN REM ACTIONS or omission by your 'employees' or 'volunteer Any action in rem against any vessel owned or workers'working on your behalf in the rendering of or operated by or for you, or chartered by or for you will v rvices failure to render professional health care se be treated in the same manner as though the action any of the following capacities, or the related furnishing nishing of food, beverages, medical were in personam against you. supplies or appliances: In rem is a term used to designate actions instituted a. Physician; against the thing, as distinct from actions against the person,which are said to be in personam. b. Nurse; 13. INCIDENTAL HEALTH CARE MALPRACTICE c. Emergency medical technician; COVERAGE d. Paramedic; A- With respect only to 'bodily injury' that arises out e. Chiropractor; of a health care incident,' COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE I. Dentist; LIABILITY OF SECTION 1 — COVERAGES Is amended to replace Insuring Agreement g• Athletic trainer; Paragraphs 1.b.(1)and 1.b.(2)with the following: h. Audiologist; b. This insurance applies to 'bodily injury' only if 1. Physical therapist; you are not in the business of providing professional health care services, and only It: J. Psychologist; (1) The 'bodily injury' is caused by an k. Speech therapist; occurrence' that takes place In the I. Other allied health professional; or 'coverage territory.' For the purpose of 8 this insurance: m. Provider of first aid or Good Samaritan services rendered in an emergency and for (a) "Bodily injury' caused by a 'health which no payment is demanded or received. care incident' will be considered caused by an 'occurrence';and D. SECTION i — COVERAGE A — BODILY INJURY (b) All acts, errors or omissions that are AND PROPERTY DAMAGE, Paragraph 2. logical! connected Exclusions is amended to add the following y by any common additional exclusions.These new exclusions apply fact, circumstance, situation, only to this Incidental Health Care Malpractice transaction, event, advice or decision Coverage: will be considered to constitute a single'occurrence"; [This insurance does not apply to:] e (2) The 'bodily injury' occurs during the Dishonesty or Crime policy period. All 'bodily injury' arising from an 'occurrence' will be deemed to Any dishonest, criminal or malicious act, error or omission. have occurred at the lime of the first act, error, or omission that is part of the Clinical Trials/Product Testing 'occurrence'; and Acts, errors or omissions that occur in the course B. With respect only to the insurance provided by this of human clinical trials or product testing. .�.. Provision 13., Exclusion 2.e. Employer's Liability of SECTION I — COVERAGE A — BODILY MrsiicerelMedicaid Fraud INJURY AND PROPERTY DAMAGE, is amended Medicare or Medicaid fraud or abuse. to append the following: Only for 'bodily injury' not covered by other Services Excluded by Endorsement liability insurance (including state-sanctioned self Any 'health care incident' for which coverage is insurance) available to the insured (or which excluded by endorsement. would be available but for exhaustion of its limits), E. SECTION V — DEFINITIONS is amended to add this exclusion does not apply to 'bodily injury" that the following subparagraph to Paragraph f. of the arises out of a 'health care incident.' definition of"insured contract": G-1 8652-J (Ed.07/12) Page 7 of 11 Copyright,CMA All Rigme Reserved. 2/108341 UFSFLOOR 115-16 GL/Auto/Um /WC (Maintenance) I MoniV. Nguyen 110/29/2015 10:44:47 AM (POT) I Page 10 of 15 G-18652-J (Ed. 07112) Paragraph '11. does not include that part of any A. The following is added to SECTION 11 — WHO IS contract or agreement: AN INSURED: (4) Under which you assume another's tort 4. You are an insured when you had an interest liability for "bodily Injury' arising out of the In a joint venture, partnership or. limited rendering of or failure to render professional liability company which terminated or ended health care services, prior to or during this policy period, but only to F. SECTION II—WHO IS AN INSURED is amended the extent of your interest in such joint to add the following provisions: venture, partnership or limited liability company.This coverage does not apply: 1. Your 'employees' are insureds with respect a. Prior to the termination date of any joint to: venture, partnership or limited liability a. °bodily-injury` to-a co-'employee' while in company; the course of the co-'employee's'- b° If there is other valid and collectible employment by you or while performing insurance purchased specifically to insure duties related to the conduct of your the partnership, joint venture or limited business; and liability company; or b. 'bodily injury" to a "volunteer worker' cTo a joint venture, partnership or limited . while performing duties related to the liability company which is or was insured conduct of your business; under a 'consolidated (wrap-up) when such 'bodily injury' arises out of a insurance program." 'health care incident' [Please see Item 26.C. of this endorsement 2. Your 'volunteer workers' are insureds with for the definition of 'consolidated (wrap-up) respect to: program.'] a. 'bodily injury" to a cc-"volunteer worker' B. The last paragraph of SECTION 11 — WHO IS AN while performing duties related to the INSURED is deleted and replaced by the conduct of your business;and following: b. 'bodily injury" to an "employee" while in Except as provided under the Contractors' the course of the "employee's' General Liability Extension Endorsement or by the employment by you or while performing attachment of another endorsement (if any), no duties related to the conduct of your person or organization is an insured with respect business; to the conduct of any current or past partnership, joint venture or limited liability company that is not when such 'bodily injury' arises out of a shown as a Named Insured in the Declarations. 'health care incident' 3. Paragraphs 2.a. (1)(a), (b) and (c) of 15. ENATED PREMISES! BORROWED EQUIPMENT SECTION 11 — WHO IS AN INSURED do not apply to 'bodily injury' for which insurance is A. Under SECTION I — COVERAGE A — BODILY provided this Provision 13. INJURY AND PROPERTY DAMAGE, Paragraph 4. Paragraph 2.a.(7xd)of SECTION II—WHO IS 2• Exclusions is amended to delete exclusion ]. Damage to Property in its entirety and replace it AN INSURED is deleted. with the following: G. With respect to the insurance provided by this [This insurance does not apply to:] Provision 13., the following is added to Paragraph 4.b.(1) of SECTION IV — COMMERCIAL J. Damage to Property GENERAL LIABILITY CONDITIONS: 'property damage'to: To the extent this insurance applies, it is excess (1) Property you own, rent,or occupy; over any of the other insurance (including qualified self insurance), whether primary, excess, (2) Premises you sell, give away or abandon, contingent or on any other basis, except for it the "property damage' arises out of any insurance purchased specifically by you to be part of those premises; excess of this policy. (3) Property loaned to you; 14. JOINT VENTURES /. PARTNERSHIP / LIMITED LIABILITY COMPANIES (4) Personal property In the care, custody or control of the insured; G-18652-J (Ed. 07/12) Page 8 of 11 Copyright,CNA AN Rights Remniect. 2/108341 UBSPLOOR 115-16 GL/Auto/Um /WC (MainCenancel Monique Nguyen 110/29/2015 10:44:47 AM (POT) I Page 11 of 15