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HomeMy WebLinkAboutC-7179-1 - M/RSA for Civic Center Parking Structure Fin ReplacementMAINTENANCE/REPAIR SERVICES AGREEMENT (� WITH ATR TECHNOLOGIES INCORPORATED FOR r, CIVIC CENTER PARKING STRUCTURE FIN REPLACEMENT V THIS MAINTENANCE/REPAIR SERVICES AGREEMENT ("Agreement') is made and entered into as of this 27th day of September, 2017 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and ATR Technologies Incorporated, a California corporation ("Contractor"), whose address is 805 Towne Center Drive Pomona, California 91767, 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: TERM The term of this Agreement shall commence on the Effective Date, and shall terminate on March 31, 2018, 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 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 community professional standards with the ordinary degree of skill and care that would be used by other reasonably competent practitioners of the same discipline under similar circumstances, 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 Contractor's 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 the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. 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 Fourteen Thousand Five Hundred Dollars and 00/100 ($14,500.00), 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. ATR Technologies, Inc. Page OW L f� 9s 9 Tertlnc�c�,' 4.3 City shall reimburse Contractor only for those costs or expenses specifically identified in Exhibit B to this Agreement, or specifically approved in writing in advance by City. 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 B. 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 Dave Terry 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 Facilities Maintenance Supervisor 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-notto- cause -delays-in-Contractor's-Work-schedule. 8. TYPE AND INSTALLATION OF MATERIALS/STANDARD 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 Contractor's supervision. Contractor represents that it possesses the personnel required to perform owiF 9 ATR Technologies, Inc. Page 3 Onolo9`e�\c the Services required by this Agreement, and that it will perform all Services in a manner commensurate with community professional standards and with the ordinary degree of skill and care that would be used by other reasonably competent practitioners of the same discipline under similar circumstances. All Services shall be performed by qualified and experienced personnel who are not employed by City. By delivery of completed Work, Contractor certifies that the Work conforms to the requirements of this Agreement, all applicable federal, state and local laws and legally recognized professional standards. 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 Contractor's 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, suit_s,_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). apWLf6 .E G aATR Technologies, Inc. Page 4 rehnulc5c'�c 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 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. ATR Technologies, Inc. Page �wLso 0m a -o .l- . t�'vohno\o0%s 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 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 orfor 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 C, 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 orjoint venturerdice member or�ant if Con�is a p�hip or joint -venture or syndicate or cotenancy, which shall result in changing the control of Contractor. Control means fifty percent (50%) 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 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 ATR Technologies, Inc. Page 6 'NLEC) s�r/ma Y fFc 9 e" TR Techho�oA 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 w thhold payment -to Contractor of -any di utod-sareis 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. ATR Technologies, Inc. aaw�eo a 9f � Page 7 9Teehnolo5e 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: Facilities Maintenance Supervisor 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: Dave Terry AT-R-Technolooi( 805 Towne Center Drive Pomona, CA 91767 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 compensation under or arising out of this Agreement except those previously made in writing and ATR Technologies, Inc. Page 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. ATR Technologies, Inc. Page L o e Technolo9� 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. ATR Technologies, Inc. Page 10 V�OgqW Leo 4o 9f � c Te: nno�oy° 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] ATR Technologies, Inc. Page 11 -W" s° HTeohno�9 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'-$ FFICE Date: �j By: Aaron C. Harp r/aM 644141n - City Attorney ATTEST - Date: n 1 Date: 1 CITY OF NEWPORT BEACH, a California municipal corporation Date: I!? I By: Mike Pisani Director, Municipal Operations Department - General Services CONTRACTOR: ATR Technologies, Inc., a California corporation Date: By:By:�-s (/ Le ani I. Brown Dae Terry City Clerk Vice President -QD-V7 By: "64� t-" Debbie Terry Corporate Secretary [END OF SIGNATURES] Attachments: Exhibit A - Scope of Services Exhibit B - Schedule of Billing Rates Exhibit C - Insurance Requirements ATR Technologies, Inc. Page 12 U�OW L Foto of EXHIBIT A SCOPE OF SERVICES Contractor's Standard Clarifications — Proposal # 18334 Installed Order: Unless otherwise noted in this Scope of Services, the following clarifications apply: For All Orders: 1. Production scheduling: please allow the following lead-times: • Shop drawings ARE NOT REQUIRED. • Four to six (4-6) weeks for material procurement from approval of shop drawings. • Two to four (2-4) weeks for fabrication following material procurement and field verified dimensions being available or provided. • One (1) Prescheduled Saturday for installation after fabrication completed. • Zero (0) days for shipment transit time. Note: schedule controlled by the carrier. 2. All steel material is EXCLUDED. 3. Services are limited to those items shown on this Scope of Services; all other Work is EXCLUDED. 4. Shop drawings are NOT REQUIRED and ALL mock-ups/samples of any size are EXCLUDED (mockups/samples are available at additional cost depending on requirements). 5. California State Certified (stamped) engineering is available; extra fees do apply. Full in-house engineering is available for review and stamping by outside engineer, if needed, upon request. Out-of-state (outside California) certified engineering is not available. [If a physical testing report is required in lieu of engineering, the costs of testing and any full-size mock-up sections for destructive testing are EXCLUDED.] 6. Only one (1) production run and only one (1) installation move -in or shipment is included. 7. Anodized finish on welded joints and radius bends will have localized discoloration or "halo" effect. This is the natural effect of these processes and is not grounds for rejection of material. s` r U ATR Technologies, Inc. Page A 8. If a color of paint/powder coat was not selected prior to bidding, a surcharge for white and very light paint/powder coat colors will apply due to additional cleaning requirements. 9. Contractor is not a waterproofing expert; all waterproofing issues, materials and labor are EXCLUDED. 10. Warranty period is one (1) year from date of repair. For the Work: 1. Contractor/City to provide pressure fresh water and 120 volt power within 150 feet horizontal and 15 feet vertical walking distance of Work area(s). 2. Responsibility for damage to and protection of the product after each area is repaired is EXCLUDED. 3. Parking on site is required for one (1) work truck and one boom lift. 4. City shall provide storage area for boom lift within parking structure the night before Work is scheduled. All Work to be scheduled and completed during one (1) Saturday to minimize traffic congestion. 5. Contractor's crew must have total access to north entrance of parking structure while repairs are done. General Notes: 1. City is responsible to set sleeves and backing for floor and wall attachments. 2. The Work includes standard natural colored, non-metallic expansion grout. 3. Work excludes: All custom grouting, tile work, color matching and finished floor repair. 4. All F.O.B. orders are for materials only and do not include grout, floor fasteners, wall fasteners, installation or local sales taxes. 5. All railings shall be fabricated from proprietary parts, extrusions and assembly techniques developed by Contractor. 6. Unless otherwise specified above, Scope of Work includes only one production run and one repair mobilization, (if applicable). 7. City shall notify Contractor ten (10) days in advance when the premises will be ready for the installation of railings. 8. City shall provide clean and level decks for the repair of Aluminum Tube Railings. ATR Technologies, Inc. Page 9. City shall provide, at City's expense, water and electrical power within 150 feet of the Work area on jobs with Contractor -furnished repairs. 10. Material which is repaired on the job site shall be inspected for acceptance by City within three (3) days and thereafter becomes the responsibility of the City for any damage, theft, or other losses incurred. Materials that are shipped must be inspected and counted when they arrive, any claims for missing or damaged materials must be made in writing to Contractor within ten (10) days after delivery, if no notice is received it shall be assumed that all materials were repaired in a satisfactory condition. 11. It is understood that Contractor operates under certain agreements with labor union organizations affiliated with, or members of the American Federation of Labor, and Contractor's employees shall not be required to do any work upon any site at which there is a labor dispute or picket line, nor shall Contractor be held responsible for delays or damage occasioned thereby. 12. Until paid for, the title and ownership and right of possession of the material covered by this Agreement shall be and remain in the Contractor should the City fail or refuse or neglect to pay for said material. 13.Contractor reserves the right to discontinue any item and to modify design and material for purposes of product improvement. 14.Contractor CUSTOM -BUILDS each order to the field conditions of that job. Contractor must be given sufficient lead-time on each job. Unless specified otherwise, the normal lead-time is six (6) weeks. However, special shapes, custom colors or finishes, bending, or backlog can extend this lead-time to twelve (12) weeks or more. Please inquire as to the lead-time required for this project at the time of signing this Agreement. 15. Contractor warrantees the Work to be free of defects in workmanship and materials fora period of one year from the date of installation or shipping. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. The exclusive remedy shall be that Consultant will replace or repair any part of the Work found to be defective. Consultant is not responsible for damage caused by abuse or normal wear and tear. 16.Contractors are required to be licensed and regulated by the Contractors' State License Board. Any questions concerning a contractor may be referred to the Registrar, Contractors' State License Board, P.O. Box 26000, Sacramento, California 95826. 17. BECAUSE CITY IS THE PROPERTY OWNER, THE FOLLOWING NOTICE TO PROPERTY OWNER IS PROVIDED: Under the California Mechanics Lien Law, if bills are not paid in full for the labor, services, equipment, or materials furnished or to be furnished, a mechanic's lien leading to the loss, through court foreclosure ATR Technologies, Inc. Page proceedings, of all or part of City's property being so improved may be placed against the property even though City has paid Contractor in full. City may wish to protect itself against this consequence by (1) requiring Contractor to furnish a signed release by the person or firm giving you this notice before making payment to Contractor or (2) any other method or device that is appropriate under the circumstances. ATR Technologies, Inc. a Page A-4 9Tecna , EXHIBIT B SCHEDULE OF BILLING RATES ATR !Quantity: Description of Items Provided: Legend: CUSTOM 190 LF REMOVE AND REPLACE FIVE (6) DAMAGED FINS at north entrance using standard ATR design and components as noted. ALUMINUM ANGLE FIN: ATR Part #340 (2 in. x 10 in. x 0.25 in. wall) HARDWARE: Reuse existing nylon spacer, stainless steel flat head machine screw, washer and nyloc nut, replace if required. FINISH: Kynar 500 baked enamel in standard 3 -Coat Valspar 359X440 'Bright Silver" color. CUSTOM 10 FINS FIELD REPAIR DAMAGED PAINT FINISH with touchup paint limited to same general area as noted above. TOTAL PRICE (prevailing wage, non-union labor): $14,500.00 v - ATR Technologies, Inc. Page B-' EXHIBIT C INSURANCE REQUIREMENTS — MAINTENANCE/REPAIR/JANITORIAL SERVICES 12. 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. 13. 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. 14. 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 City Council, boards and commissions, officers, agents, volunteers and employees. 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 vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. ATR Technologies, Inc. r2 -` Page C-1 9 '� r 15. Other Insurance Requirements. 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 City Council, boards and commissions, officers, agents, volunteers and employees 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 subcontractors. 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, its City Council, boards and commissions, officers, agents, volunteers and employees 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. 16. 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. City'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 additional cost to Contractor, City and Contractor may renegotiate Contractor's 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 ATR Technologies, Inc. Page C-2 9�9 rechnolo6" 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 subcontractor 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 Contractor's 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. 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 Contractor's 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. Contractor's 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. �o1r drw ATR Technologies, Inc. Page C-3 CERTIFICATE OF INSURANCE CHECKLIST City of Newport Beach This checklist is comprised of requirements as outlined by the City of Newport Beach. * Date Received: 9/19/17 Dept./Contact Received From: Joan Date Completed: 9/21/17 Sent to: Joan By: Jan Company/Person required to have certificate: ATR Technologies Inc Type of contract: I. GENERAL LIABILITY EFFECTIVE/EXPIRATION DATE: 5/27/17 — 5/27/18 A. INSURANCE COMPANY: Fireman's Fund 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) E Yes ❑ No H. ADDITIONAL INSURED WORDING TO INCLUDE (The City its officers, officials, employees and volunteers): Is it included? E Yes ❑ No I. PRIMARY & NON-CONTRIBUTORY WORDING (Must be included): Is it included? E 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: 5/27/17 — 5/27/18 A. INSURANCE COMPANY: Fireman's Fund 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? $1,000,000 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): ❑ N/A E Yes ❑ No G. HIRED AND NON -OWNED AUTO ONLY: ❑ N/A ❑ Yes E No H. NOTICE OF CANCELLATION: 0 N/A E Yes ❑ No III. WORKERS' COMPENSATION EFFECTIVE/EXPIRATION DATE: 1/1/17 —1/1/18 A. INSURANCE COMPANY: Security National Insurance Company B. AM BEST RATING (A-: VII or greater): A / XV C. ADMITTED Company (Must be California Admitted): ® Yes ❑ No D. WORKERS' COMPENSATION LIMIT: Statutory ® Yes ❑ No E. EMPLOYERS' LIABILITY LIMIT (Must be $11M or greater) $1,000,000 F. WAIVER OF SUBROGATION (To include): Is it included? ® Yes ❑ No G. SIGNED WORKERS' COMPENSATION EXEMPTION FORM: ® N/A ❑ Yes ❑ No H. NOTICE OF CANCELLATION: ❑ N/A ® Yes ❑ No ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED IV. PROFESSIONAL LIABILITY ® N/A ❑ Yes ❑ No V POLLUTION LIABILITY V BUILDERS RISK ®N/A ❑Yes F-1No ® N/A ❑ Yes ❑ No HAVE ALL ABOVE REQUIREMENTS BEEN MET? ® Yes ❑ No IF NO, WHICH ITEMS NEED TO BE COMPLETED? Approved: Agent of Alliant Insurance Services Broker of record for the City of Newport Beach 9/21/17 Date 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. ATRTECH-01 WEAVER 'AlZ� CERTIFICATE OF LIABILITY INSURANCE DATE/)lki INSR 09/19/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License # OD79613 C TACT Bowermaster & Associates Insurance Agency, Inc. 10805 Holder Street, Suite 350 uco,N o. Ext): (714 733.6200 FAX 71 ac, N.1; ( 4) 252.8253 Cypress, CA 90630 106S. X INSURER(S) AFFORDING COVERAGE NAIC if INSURER A: Fireman$ Fund Insurance Company 21873 0512712017 INSURED INSURER B: Security National Insurance Company 19879 INSURER C: ATR Technologies, Inc. 805 Towne Center Drive Pomona, CA 91767.5901 INSURER D: INSURER E: INSURER F; COVERAGES CFRTIFICATF NIIMRFR• oetmm�u urruer•r,. City of Newport Beach California 100 Civic Center Drive Newport Beach, CA 92660 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. MV VRV L"J ICV IOIVJ/ W 1966•ZU15 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUER POLICY NUMBER POLICY EFF POLICY EXP DMRS A TLCONINIERCIAL GENERAL LIABILITY CLAIMS -MADE [A] OCCUR X X MZX80976593 0512712017 05/27/2018 EACH OCCURRENCE 1.000.000 DAMAGE TOERRENTED oocurrenco$ 100,000 MED EXP (Any onePerson) 5,000 PERSONAL S ADV INJURY 11000,000 GEN'L AGGREGATE LIMpTIT. APPLIES PER: X POLICY 171JEL'M LOC GENERAL AGGREGATE 2,000,000 PRODUCTS-COMP/OPAGG 1 2,000,000 OTHER: A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000 000 X X ANY AUTO AUgT�O�S ONLY F —1 SCHEDULED AUTOS AUTOS ONLY X AUTOS ONLY X X MZX80976593 0512712017 05/27/2018 BODILY INJURY Per arson BODILY INJURY Per accident Pe11.111 nt IMAGE UMBRELLA LIAB OCCUR EACH OCCURRENCE AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED I I RETENTION$ S B WORKERS COMPENSATION AND EMPLOYERS' DABILITY ANY PROPRIETORIPARTNERIEXECUTIVE Y/N OFFICEn (ManatWryEN�! describe under DIf ESCRIPTION PTION OF OPERATIONS below1,000,000 N/A X SWC7135049 91/9112917 91/81/2018 X PER OTH- E E.L. EACH ACCIDENT 1.000 ,000 E.L. DISEASE - EA EMPLOYE $ 1.000,000 E.L. DISEASE - POLICY LIMIT DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: Parking Garage & Repair City of Newport Beach California is Additional Insured with respects to General Liability per form CG2010 0413 and CG2037 0413 and with respects to Auto Liability per form CG00011013. Primary and Non Contributory wording applies with respects to General Liability per form CG7193 0114 and with respects to Auto Liability per form CG00011013. Waiver of Subrogation applies to General Liability per form CG7193 0114 and the Auto Liability per form CG00011013 and with respects to Workers Compensation per form WC040306. City of Newport Beach California 100 Civic Center Drive Newport Beach, CA 92660 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. MV VRV L"J ICV IOIVJ/ W 1966•ZU15 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD MultiCover - Without Medical Payments - CG 71 93 01 14 Policy Amendment(s) Commercial General Liability Coverage Form Your Commercial General Liability Coverage Form is occurred before you acquired or revised as follows: formed the organization; and 1. Broadened Named Insured (3) Coverage B does not apply to per- sonal and advertising injury arising A. SECTION II - WHO IS AN INSURED, out of an offense committed before item 3., is deleted and replaced by the follow- you acquired or formed the organ- ing: ization. 3. Any organization that you own at the inception of this policy, or newly acquire or form during the policy period, and over which you maintain during the pol- icy period majority ownership or major- ity interest, will qualify as a Named Insured if: a. There is no other similar insurance available to that organization; and b. The first Named Insured shown in the Declarations has the responsi- bility of placing insurance for that organization; and c. That organization is incorporated or organized under the laws of the United States of America. However: (1) Coverage under this provision 3 is afforded only until the next occur- ring annual anniversary of the be- ginning of the policy period shown in the Declarations, or the end of the policy period, whichever is earlier; and (2) Coverage A does not apply to bodily injury or property damage that B. SECTION If - WHO IS AN INSURED, the last paragraph, is deleted and replaced by the following: No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture, or limited liability company that is not shown as a Named In- sured in the Declarations. However, this does not apply to a limited liability company that meets all of the conditions in Section II - Wlro Is An Insured, item 3., above. 2. Additional Insured If an Additional Insured endorsement is attached to this policy that specifically names a person or organization as an additional insured, then this Section 2. Additional Insured does not apply to such person or organization. SECTION II - WHO IS AN INSURED, sub- section 2.e., is added as follows: e. Any person or organization is included as an additional insured, but only to the extent such person or organization is legally obligated to pay for bodily injury, property damage or personal and advertising injury caused by your acts or omissions. With respect to the insur- ance afforded to such additional insured, all of the following additional provisions apply: This Fonn must be attached to Change Endorsement when issued after the policy is written. One of the Fireman's Fund Insurance Companies as named in the policy Secretary President CG71931.14 Copyright 2013, Fireman's Fund Insurance Company, Novato, CA. All rights reserved. Includes copyrighted material of Insurance ServicesOface, Inc., with Its permission. Page I of 7 (1) You have agreed in a written insured (f) Their liability as a grantor of a fran- contract that such person or organization chise to you. be added as an additional insured under this policy; (6) This insurance does not apply to bodily injury, property damage, personal and (2) The bodily injury, property damage or advertising injury, occurrence or offense: personal and advertising injury for which said person or organization is legally ob- (a) Which takes place at a particular ligated to pay occurs subsequent to the premises after you cease to be a execution of such insured contract; - tenant of that premises; (3) The most we will pay is the lesser of (b) Which takes place after all work, in - either the amount of insurance available eluding materials, parts equip- under thea applicable Limits of Insurance Pp merit famished in connection with t shown in the Declarations or the limits such work to be performed by or on of insurance required by the _insured behalf of the additional insured at contract; the site of the covered operations, (4) The insurance afforded to such additional has been completed; insured only applies to the extent per- - (c) Which takes place after that portion mitted by law; of your workout of which the injury (5) Such person or organization is an addi- or damage arises has been put to its tional insured only with respect to: intended use by any other person or organization other than another (a) Their ownership, maintenance, or contractor or subcontractor engaged use of that part of the premises, or in performing operations for a prin- land, owned by, rented to, or leased cipal as part of the same project; or to you, except such person or or- ganization is not an insured with re- (d) Which takes place after the expira- spect to structural alterations, new tion of any equipment lease to construction or demolition oper- which (4)(d) above applies; ations performed by or on behalf of such person or organization; (7) With respect to architects, engineers or surveyors, coverage does not apply to (b) Your ongoing operations performed bodily injury, property damage or per - for that insured; sonal and advertising injury arising out of the rendering or failure to, render any (c) Their financial control of you, ex- professional services by or for you, in- cept such person or organization is eluding: not an insured with respect to struc- tural alterations, new construction, (a) The preparing, approving, or failing or demolition operations performed to prepare or approve, maps, shop by or on behalf of such person or drawings, opinions, reports, surveys, organization; field orders, change orders, or draw - (d) The maintenance, operation or use ings and specifications; or by you of equipment leased to you by such person or organization; (b) Supervisory, inspection, architec- tural, or engineering services. (e) Operations performed by you or on your behalf and for which a state or These exclusions apply even if the claims against political subdivision has issued a any insured allege negligence or other wrongdoing permit, provided such operations are in the supervision, hiring, employment, training not performed for such state or pol- or monitoring of others by that insured, if the itical subdivision, and are not occurrence which caused the . bodily injury or included within the products-com- property damage, or the offense which caused the pleted operations hazard; or personal or advertising injury, involved the CG71931-14 Copyright 2013, Fireman's Fund Insurance Company, Novato, CA. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 7 rendering of or the failure to render any profes- (f) Demonstration, installation, servic- sional services by or for you. ing or repair operations, except such operations performed by the vendor 3. Additional Insured- Vendors in full compliance with the man- ufacturer's written instructions at the If an Additional Insured Vendors endorsement is vendor's premises in connection attached to this policy that specifically names a with the sale of the product; person or organization as an additional insured, then this Section 3. Additional Insured - Vendors (g) Products which, after distribution does not apply to that person or organization. or sale by you, have been labeled or relabeled or used as a container, part Unless the products -completed operations hazard or ingredient of any other thing or is excluded from this policy, SECTION II - WHO substance by or for the vendor; or IS AN INSURED, item 21 is added as follows: Any vendor of yours is included as an addi- tional insured, but only with respect to bodily injury or property damage caused by your products which are distributed or sold in the regular course of the vendor's business, sub- ject to the following additional exclusions: (1) The insurance afforded such vendor does not apply to: (a) Bodily injuryor propertydamage for which the vendor is obligated to pay damages by reason of the assump- tion of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the ab- sence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, unless unpacked solely for the purpose of inspection, dem- onstration, testing, or the substi- tution of parts under instructions from the manufacturer, and then re- packaged in the original container; (e) Any failure to make such in- spections, adjustments, tests or ser- vicing as the vendor has agreed to make or normally undertakes to make in the usual course of busi- ness, in connection with the distrib- ution or sale of the products; (h) Bodily injury or property damage arising out of the liability of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. (2) This insurance does not apply to any in- sured person or organization from whom you have acquired such products or any ingredient, part or container, entering into, accompanying or containing such products; (3) The most we will pay is the lesser of ei- ther the amount of insurance available under the applicable Limits of Insurance shown in the Declarations or the limits of insurance required by the contract or agreement; and (4) The insurance afforded to such vendor only applies to the extent permitted by law. 4. Additional Insured - Limited Primary and Non- contributory Provision The following is added as a second paragraph to Section IV Conditions, Condition 4. Other Insur- ance, following paragraph b.(2): However, if you have added any person, organiza- tion or vendor of yours as an additional insured to this policy by way of this MultiCover endorse- ment and have agreed in a written insured contract that this insurance is primary and non-contribu- tory with other insurance available to that addi- tional insured, this insurance is primary and we will not seek contribution from such additional insured's other insurance, provided that the addi- tional insured is a Named Insured under such other insurance. CG7193 1-14 Copyright 2013, Fireman's Fund Insurance Company, Novato, CA. All rights reserved. Includes copyrighted material of Insurance ServicesOface, Inc., with Its permission. Page 3 of 7 5. Waiver of Subrogation SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, item 8, is deleted and replaced by the following: 8. Transfer of Rights of Recovery Against Oth- ers to Us and Blanket Waiver of Subrogation a. If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after the loss to impair those rights. At our request, the insured will bring suit or transfer those rights to us and help us enforce them. b. If required by a written insured contract executed prior to the occurrence or of- fense, we waive any right of recovery we may have against any person or organ- ization named in such insured contract, because of payments we make for injury or damage arising out of your operations or your work for that person or organ- ization. 6. Cancellation - 90 Days Common Policy Conditions endorsement I10017, A. Cancellation, item 2.b. is deleted and replaced by the following: b. 90 days before the effective date of cancella- tion if we cancel for any other reason. 7. Liberalization SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS , the following is ad- ded as an additional Condition: Liberalization If we adopt a change in our forms or rules which would broaden the coverage provided by any form that is a part of this policy without an extra premium charge, the broader coverage will apply to this policy. This extension is effective upon the approval of such broader coverage in your state. 8. Fire, Explosion, Sprinkler Leakage, or Lightning Legal Liability Coverage A. SECTION I - COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2. Exclusions, the CG71931-14 Copyright 2013, Fireman's Fund Insurance Company, Novato, CA. All rights reserved. Includes copyrighted material of Insurance ServicesOffice, Inc., with Its permission. last paragraph, is deleted and replaced by the following: Exclusions c. through It. do not apply to damage by fire, explosion, sprinkler leakage, or lightning to premises while: 1. Rented to you; 2. Temporarily occupied by you with the permission of the owner; or 3. Managed by you under a written agree- ment with the owner. A separate limit of insurance applies to this coverage as described in Section III - LIMITS OF INSURANCE. B. SECTION III - LIMITS OF INSURANCE, item 6., is deleted and replaced by the follow- ing: 6. Subject to 5. above, the Damage to Premises Rented To You Limit shown in the Declarations, for property damage to any one premises while rented to you, or in the case of damage by fire, explo- sion, sprinkler leakage, or lightning while rented to you, temporarily occupied by you with the permission of the owner, or managed by you under a written agreement with the owner, is the greater of a. $1,000,000 Any One Premises; or b. The Damage To Premises Rented To You Limit shown in the Decla- rations. C. SECTION IV - COMMERCIAL GEN- ERAL LIABILITY CONDITIONS, 4. Other Insurance, b. Excess Insurance, (1)(a), items (i) and (iii), are deleted and replaced by the following: (i) That is Fire, Explosion, Sprinkler Leak- age or Lightning insurance for premises while rented to you, temporarily occu- pied by you with permission of the owner, or managed by you under a writ- ten agreement with the owner; (iii) That is insurance purchased by you to cover your liability as a tenant for property damage to premises rented to you, temporarily occupied by you with the permission of the owner, or managed Page 4 of 7 by you under a written agreement with the owner; or D. SECTION V - DEFINITIONS, 9. Insured Contract, item a., is deleted and replaced by the following: (a) A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, explosion, sprinkler leakage, or lightning to premises while rented to you, temporarily occupied by you with per- mission of the owner, or managed by you under a written agreement with the owner, is not an insured contract; 9. Damage to Invitees' Automobiles from Falling Trees or Tree Limbs - Limited Coverage This coverage applies to direct physical damage to automobiles owned by invitees subject to all of the following: 1. Provided such damage originates from trees on premises owned, managed, leased or rented by an insured; 2. Coverage applies only to invitees of an in- sured or an insured's tenant; 3. Such damage is directly caused by wind -dri- ven falling trees or tree limbs; 4. The most we will pay for any one loss is the lowest of: a. the actual cash value of the damaged au- tomobile as of the time of the loss; or b. the cost of repairing the damaged auto- mobile; or c. the cost of replacing the damaged auto- mobile with another automobile of like kind and quality. Regardless of the number of occurrences, losses or claims, this coverage is subject to a limit of $25,000 in any one policy period; 5. This coverage is not subject to the General Liability General Aggregate Limit; and 10. Non -Owned or Chartered Watercraft SECTION I- COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2. Exclusions, item g. Aircraft, Auto, or Watercraft, item (2), is deleted and replaced by the following: (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used for public transportation or as a common carrier; 11. Chartered Aircraft SECTION I - COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAM- AGE LIABILITY, 2. Exclusions, g. Aircraft, Auto Or Watercraft, item (6), is added as follows: (6) An aircraft in which you have no ownership interest and that you have chartered with crew. 12. Coverage Territory - Broadened SECTION V - DEFINITIONS, item 4.a., is de- leted and replaced by the following: a. The United States of America (including its territories and possessions), Puerto Rico, Canada, Bermuda, the Bahamas, The Cayman Islands and the British Virgin Islands; 13. Personal and Advertising Injury- Contractual Unless personal and advertising injury is excluded from this policy the following applies: SECTION I - COVERAGES, COVERAGE B, 2. Exclusions, item e., is deleted. 14. Fellow Employee Coverage SECTION II - WHO IS AN INSURED, 2.a., item (1) is deleted and replaced by the following: (1) Personal and advertising injury: However, subsections (a), (b), (c) and (d) of item (1) remain unchanged. 15. Bodily Injury Definition - Broadened SECTION V - DEFINITIONS, 3. Bodily Injury is deleted and replaced by the following: 6. We will make payments under this coverage Bodily injury means bodily injury, sickness or dis- without regard to fault. ease sustained by a person including death or CG71931-14 Copyright 2013, Fireman's Fund Insurance Company, Novato, CA. All rights reserved. Includes copyrighted material of Insurance ServicesOffice, Inc., with its permission. Page 5 of 7 mental anguish resulting from any of these at any time. Mental anguish means any type of mental or emotional illness or disease. 16. Expected or Intended Injury - Amendment to Ex- clusion SECTION I. Coverage A Bodily Injury and Pro- perty Damage Liability, 2. EXCLUSIONS,. a. Ex- pected or Intended Injury, is deleted and replaced by the following: a. Expected or Intended Injury Bodily injury or property damage expected or intended from the standpoint of the insured. This exclusion does not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or prop- erty. 17. Unintentional Failure to Disclose Hazards SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, item 6. Representa- tions, the following is added: d. If you unintentionally fail to disclose any ha- zards existing at the inception date of this policy, we will not deny coverage under this Coverage Form because of such failure. However, this provision does not affect our right to collect additional premium or exercise our right of cancellation or non -renewal. 18. Supplementary Payments - Increased Limits SECTION I - COVERAGES, SUPPLEMEN- TARY PAYMENTS - COVERAGES A AND B, items l.b. and Ld., are deleted and replaced by the following: b. The cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or suit, including substantiated loss of earnings up to $500 a day because of time off from work. 19. Duties in the Event of an Occurrence, Offense, Claim or Suit - Amended SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, item 2.a. is deleted and replaced by the following: (1) You must see to it that we or any licensed agent of ours are notified of a General Liabil- ity occurrence or offense which may result in a claim as soon as practicable after it becomes known to: (a) You, if you are an individual; (b) Your partner or member, if you are a partnership or joint venture; (c) Your member, if you are a limited liabil- ity company; (d) Your executive officer if you are an or- ganization other than a partnership, joint venture or limited liability company; or (e) Your authorized representative or insur- ance manager. Knowledge of an occurrence or offense by persons other than those listed above does not imply that those listed above also have such knowledge. (2) To the extent possible, notice should include: (a) How, when and where the occurrence or offense took place; (b) The names and addresses of any injured persons and witnesses; and (c) The nature and location of any injury or damage arising out of the occurrence or offense. 20. Non Employment Discrimination Liability CG71931-14 Copyright 2913, Fireman's Fund Insurance Company, Novato, CA. All rights reserved. Includes copyrighted material of Insurance Services0t&e, Inc., with its permission. Unless personal and advertising injury is excluded from this policy the following applies: A. SECTION V - DEFINITIONS, 14. Personal and advertising injury, item h. is added as fol- lows: h. Discrimination. B. SECTION V - DEFINITIONS, item 23. is added as follows: Page 6 of 7 23. Discrimination means the unlawful treat- ment of a person or class of persons be- cause of their specific race, color, religion, gender, age, or national origin in com- parison to one or more persons who are not members of the specified class. C. SECTION I - COVERAGES, COVERAGE B PERSONAL AND ADVERTISING IN- JURY LIABILITY, 2. Exclusions, the fol- lowing are added: q. Discrimination directly or indirectly re- lated to the past employment, employ- ment or prospective employment of any person or class of persons by any insured; r. Discrimination directly or indirectly re- lated to the sale, rental, lease or sublease or prospective sale, rental, lease or sub- lease of any dwelling or permanent lodg- ing by or at the direction of any insured; s. Discrimination, if insurance thereof is prohibited by law; or t. Fines, penalties, specific performance, or injunctions levied or imposed by a gov- ernmental entity, governmental code, law, or statute because of discrimination All other terms and conditions of the policy apply. CG71931-14 Copyright 2013, Fireman's Fund Insurance Company, Novato, CA. All rights reserved. Includes copyrighted material of Insurance ServicesOMce, Inc., with its permission. Page 7 of 7 Business Auto Coverage Form - CA 00 01 10 13 Policy Amendment(s) Commercial Business Auto Coverage Form Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, ditties and what is and is not covered. Throughout this policy the words you and your refer to the Named Insured shown in the Declarations. The words we, us and our refer to the company providing this insurance. Other words and phrases that appear in quotation marks Have special meaning. Refer to Section V - De- finitions.. Section I - Covered Autos Item Two of the Declarations shows the autos that are covered autos for each of your coverages. The follow- ing numerical symbols describe the autos that may be covered autos. The symbols entered next to a coverage on the Declarations designate the only autos that are covered autos. A. Description of Covered Auto Designation Symbols Symbol Description of Covered Auto Desig- nation Symbols 1. = ANY AUTO. 2. = OWNED AUTOS ONLY. Only those autos you own (and for Covered Autos Li- ability Coverage any trailers you don't own while attached to power units you own). This includes those autos you acquire ownership of after the policy begins. 3. = OWNED PRIVATE PASSENGER AUTOS ONLY. Only the private passenger autos you own. This includes those private passenger autos you acquire ownership of af- ter the policy begins. 4. = OWNED AUTOS OTHER THAN PRI- VATE PASSENGER AUTOS ONLY. Only those autos you own that are not of the private passenger type (and for Covered Au- tos Liability Coverage any trailers you don't own while attached to power units you own). This includes those autos not of the private passenger type you acquire ownership of after the policy begins. 5. = OWNED AUTOS SUBJECT TO NO-FAULT. Only those autos you own that are required to have no-fault benefits in the state where they are licensed or principally garaged. This includes those autos you ac- quire ownership of afler the policy begins provided they are required to have no-fault benefits in the state where they are licensed or principally garaged. 6. = OWNED AUTOS SUBJECT TO A COMPULSORY UNINSURED MOTOR- ISTS LAW. Only those autos you own that because of the law in the state where they are licensed or principally garaged are required to have and cannot reject Uninsured Motorists Coverage. This includes those autos you ac- quire ownership of after the policy begins provided they are subject to the same state uninsured motorists requirement. 7. = SPECIFICALLY DESCRIBED AUTOS. Only those autos described in Item Three of the Declarations for which a premium charge is shown (and for Covered Autos Liability Coverage any trailers you don't own while attached to any power unit described in Item Three). 8. = HIRED AUTOS ONLY. Only those au- tos you lease, hire, rent or borrow. This does not include any auto you lease, hire, rent or borrow from any of your employees, partners (if you are a partnership), members (if you are a limited liability company) or members of their households. This Fom1 must be attached to Change Endorsement when issued after the policy is written. One of the Fireman's Fund Insurance Companies as named in the policy Secretary CA0001 10-13 Insurance SenicesOface. Inc.. 2011 President Page 1 of 14 9. = NON -OWNED AUTOS ONLY. Only those autos you do not own, lease, hire, rent or borrow that are used in connection with your business. This includes autos owned by your employees, partners (if you are a part- nership), members (if you are a limited liabil- ity company) or members of their households but only while used in your business or your personal affairs. 19. = MOBILE EQUIPMENT SUBJECT TO COMPULSORY OR FINANCIAL RE- SPONSIBILITY OR OTHER MOTOR VEHICLE INSURANCE LAW ONLY. Only those autos that are land vehicles and that would qualify under the definition of mobile equipment under this policy if they were not subject to a compulsory or financial responsibility law or other motor vehicle in- surance law where they are licensed or princi- pally garaged. B. Owned Autos You Acquire After the Policy Begins 1. If symbols 1, 2, 3, 4, 5, 6 or 19 are entered next to a coverage in Item Two of the Decla- rations, then you have coverage for autos that you acquire of the type described for the re- mainder of the policy period. 2. But, if Symbol 7 is entered next to a coverage in Item Two of the Declarations, an auto you acquire will be a covered auto for that cover- age only if: a. We already cover all autos that you own for that coverage or it replaces an auto you previously owned that had that cov- erage; and b. You tell us within 30 days after you ac- quire it that you want us to cover it for that coverage. C. Certain Trailers, Mobile Equipment and Tempo- rary Substitute Autos If Covered Autos Liability Coverage is provided by this Coverage Form, the following types of ve- hicles are also covered autos for Covered Autos Liability Coverage: 1. Trailers with a load capacity of 2,000 pounds or less designed primarily for travel on public roads. CA0001 10-13 Insurance ServicesOtfce, Inc., 2011 2. Mobile equipment while being carried or towed by a covered auto. 3. Any auto you do not own while used with the permission of its owner as a temporary sub- stitute for a covered auto you own that is out of service because of its: a. Breakdown; b. Repair; C. Servicing; d. Loss; or e. Destruction. Section II - Covered Autos Liability Coverage A. Coverage We will pay all suns an insured legally must pay as damages because of bodily injury or property damage to which this insurance applies, caused by an accident and resulting from the ownership, maintenance or use of a covered auto. We will also pay all sums an insured legally must pay as a covered pollution cost or expense to which this insurance applies, caused by an accident and resulting from the ownership, maintenance or use of covered autos. However, we will only pay for the covered pollution cost or expense if there is ei- ther bodily injuryor property damage to which this insurance applies that is caused by the same acci- dent. We have the right and duty to defend any insured against a suit asking for such damages or a covered pollution cost or expense. However, we have no duty to defend any insured against a suit seeking damages for bodily injury or property damage or a covered pollution cost or expense to which this in- surance does not apply. We may investigate and settle any claim or suit as we consider appropriate. Our duty to defend or settle ends when the Cov- ered Autos Liability Coverage Limit of Insurance has been exhausted by payment of judgments or settlements. 1. Who Is an Insured The following are insureds a. You for any covered auto. Page 2 of 14 b. Anyone else while using with your per- mission a covered auto you own, hire or borrow except: (1) The owner or anyone else from whom you hire or borrow a covered auto. This exception does not apply if the covered auto is a trailer con- nected to a covered auto you own. (2) Your employee if the covered auto is owned by that employee or a member of his or her household. (3) Someone using a covered auto while he or she is working in a business of selling, servicing, repairing, park- ing or storing autos unless that bu- siness is yours. (4) Anyone other than your employees, partners (if you are a partnership), members (if you are a limited liabil- ity company) or a lessee or borrower or any of their employees, while moving property to or from a cov- ered auto. (5) A partner (if you are a partnership) or a member (if you are a limited li- ability company) for a covered auto owned by him or her or a member of his or her household. c. Anyone liable for the conduct of an in- sured described above but only to the extent of that liability. 2. Coverage Extensions a. Supplementary Payments We will pay for the insured (1) All expenses we incur. (2) Up to $2,000 for cost of bail bonds (including bonds for related traffic law violations) required because of an accident we cover. We do not have to famish these bonds. (3) The cost of bonds to release attach- ments in any suit against the CA0001 10-13 ©Insurance SBNlcesO(fCe, Inc., 2011 insuredwe defend, but only for bond amounts within our Limit of Insur- ance. (4) All reasonable expenses incurred by the insured at our request, including actual loss of earnings up to $250 a day because of time off from work. (5) All court costs taxed against the in- sured in any suit against the insured we defend. However, these pay- ments do not include attorneys' fees or attorneys' expenses taxed against the insured (6) All interest on the full amount of any judgment that accrues after en- try of the judgment in any suit against the insured we defend, but our ditty to pay interest ends when we have paid, offered to pay or de- posited in court the part of the judgment that is within our Limit of Insurance. These payments will not reduce the Limit of Insurance. b. Out-of-state Coverage Extensions While a covered auto is away from the state where it is licensed we will: (1) Increase the Limit of Insurance for Covered Autos Liability Coverage to meet the limits specified by a compulsory or financial responsibil- ity law of the jurisdiction where the covered auto is being used. This ex- tension does not apply to the limit or limits specified by any law gov- eming motor carriers of passengers or property. (2) Provide the minimum amounts and types of other coverages, such as no-fault, required of out-of-state ve- hicles by the jurisdiction where the covered auto is being used. We will not pay anyone more than once for the same elements of loss because of these extensions. Page 3 of 14 B. Exclusions This insurance does not apply to any of the fol- lowing: 1. Expected or Intended Injury Bodily injury or property damage expected or intended from the standpoint of the insured 2. Contractual Liability assumed under any contract or agreement. But this exclusion does not apply to liability for damages: a. Assumed in a contract or agreement that is an insured contract provided the bodily injury or property damage occurs subse- quent to the execution of the contract or agreement; or b. That the insured would have in the ab- sence of the contract or agreement. 3. Workers' Compensation Any obligation for which the insured or the insured'sinsurer may be held liable under any workers' compensation, disability benefits or unemployment compensation law or any si- milar law. 4. Employee Indemnification and Employer's Liability Bodily injuryto: a. An employee of the insured arising out of and in the course of: (1) Employment by the insured; or (2) Performing the duties related to the conduct of the insured'sbusiness; or b. The spouse, child, parent, brother or sis- ter of that employee as a consequence of Paragraph a. above. This exclusion applies: (1) Whether the insured may be liable as an employer or in any other ca- pacity; and CA0001 10-13 O Insurance Services Office, Inc., 2011 (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. But this exclusion does not apply to bodily injury to domestic employees not entitled to workers' compensation benefits or to liability assumed by the insured under an insured con- tract. For the purposes of the Coverage Form, a domestic employee is a person engaged in household or domestic work per- formed principally in connection with a resi- dence premises. 5. Fellow Employee Bodily injury to: a. Any fellow employee of the insured aris- ing out of and in the course of the fellow employee's employment of while- per- forming duties related to the conduct of your business; or b. The spouse, child, parent, brother or sis- ter of that fellow employee as a conse- quence of Paragraph a. above. 6. Care, Custody or Control Property damage to or covered pollution cost or expense involving property owned or transported by the insured or in the insured's care, custody or control. But this exclusion does not apply to liability assumed under a sidetrack agreement. 7. Handling of Property Bodily injury or property damage resulting from the handling of property: a. Before it is moved from the place where it is accepted by the insured for move- ment into or onto the covered auto; or b. After it is moved from the covered auto to the place where it is finally delivered by the insured. 8. Movement of Property by Mechanical Device Bodily injury or property damage resulting from the movement of property by a me- chanical device (other than a hand track) un- less the device is attached to the covered auto. Page 4 of 14 9. Operations Bodily injury or property damage arising out of the operation of: a. Any equipment listed in Paragraphs 6.b. and 6.c. of the definition of mobile equipment; or b. Machinery or equipment that is on, at- tached to or part of a land vehicle that would qualify under the definition of mobile equipment if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. 10. Completed Operations Bodily injury or property damage arising out of your work after that work has been com- pleted or abandoned. In this exclusion, your work means: a. Work or operations performed by you or on your behalf; and b. Materials, parts or equipment furnished in connection with such work or oper- ations. Your work includes warranties or representa- tions made at any time with respect to the fitness, quality, durability or performance of any of the items included in Paragraph a. or b. above. Your work will be deemed completed at the earliest of the following times: (1) When all of the work called for in your contract has been completed; (2) When all of the work to be done at the site has been completed if your contract calls for work at more than one site; or (3) When that part of the work done at a job site has been put to its in- tended use by any person or organ- ization other than another contractor or subcontractor working on the same project. Work that may need service, mainte- nance, correction, repair or replacement, CA0001 10-13 © Insurance SewicesOtke, Inc., 2011 but which is otherwise complete, will be treated as completed. 11. Pollution Bodily injury or property damage arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of pollutants: a. That are, or that are contained in any properly that is: (1) Being transported or towed by, handled or handled for movement into, onto or from the covered auto; (2) Otherwise in the course of transit by or on behalf of the insured; or (3) Being stored, disposed of, treated or processed in or upon the covered auto; b. Before the pollutants or any property in which the pollutants are contained are moved from the place where they are ac- cepted by the insured for movement into or onto the covered auto; or C. After the pollutants or any property in which the pollutants are contained are moved from the covered auto to the place where they are finally delivered, disposed of or abandoned by the insured Paragraph a. above does not apply to fuels, lubricants, fluids, exhaust gases or other simi- lar pollutants that are heeded for or result from the normal electrical, hydraulic or me- chanical functioning of the covered auto or its parts, if: (1) The pollutants escape, seep, migrate or are discharged, dispersed or re- leased directly from an auto part de- signed by its manufacturer to hold, store, receive or dispose of such pollutants; and. (2) The bodily injury, property damage or covered pollution cost or expense does not arise out of the operation of any equipment listed in Para- graphs 6.b. and 6.c. of the definition of mobile equipment Page 5 of 14 Paragraphs b. and c. above of this exclu- sion do not apply to accidents that occur away from premises owned by or rented to an insured with respect to pollutants not in or upon a covered auto if: (a) The pollutants or any property in which the pollutants are contained are upset, overturned or damaged as a result of the maintenance or use of a covered auto;and (b) The discharge, dispersal, seep- age, migration, release or escape of the pollutants is caused di- rectly by such upset, overturn or damage. 12. War Bodily injury or property damage arising di- rectly or indirectly out of: a. War, including undeclared or civil war; b. Warlike action by a military force, in- cluding action in hindering or defending against an actual or expected attack, by any government, sovereign or other au- thority using military personnel or other agents; or c. Insurrection, rebellion, revolution, usu- rped power or action taken by govern- mental authority in hindering or defending against any of these. 13. Racing Covered autos while used in any professional or organized racing or demolition contest or stunting activity, or while practicing for such contest or activity. This insurance also does not apply while that covered auto is being prepared for such a contest or activity. C. Limit of Insurance Regardless of the number of covered autos, in- sureds, premiums paid, claims made or vehicles involved in the accident, the most we will pay for the total of all damages and covered pollution cost or expense combined resulting from any one acci- dent is the Limit of Insurance for Covered Autos Liability Coverage shown in the Declarations. CA0001 10-13 O Insurance ServicesOface, Inc., 2011 All bodily injury, property damage and covered pollution cost or expense resulting from continuous or repeated exposure to substantially the same conditions will be considered as resulting from one accident. No one will be entitled to receive duplicate pay- ments for the same elements of loss under this Coverage Form and any Medical Payments Cov- erage endorsement, Uninsured Motorists Coverage endorsement or Underinsured Motorists Coverage endorsement attached to this Coverage Part. Section III - Physical Damage Coverage A. Coverage 1. We will pay for loss to a covered auto or its equipment under: a. Comprehensive Coverage From any cause except: (1) The covered auto's collision with another object; or (2) The covered auto's overturn. b. Specified Causes of Loss Coverage Caused by: (1) Fire, lightning or explosion; (2) Theft; (3) Windstorm, hail or earthquake; (4) Flood; (5) Mischief or vandalism; or (6) The sinking, burning, collision or derailment of any conveyance trans- porting the covered auto. c. Collision Coverage Caused by: (1) The covered auto's collision with another object; or (2) The covered auto's overturn. 2. Towing We will pay up to the limit shown in the Declarations for towing and labor costs Page 6 of 14 incurred each time a covered auto of the pri- vate passenger type is disabled. However, the labor must be performed at the place of disa- blement. 3. Glass Breakage - Hitting a Bird or Animal - Falling Objects or Missiles If you carry Comprehensive Coverage for the damaged covered auto, we will pay for the following under Comprehensive Coverage: a. Glass breakage; b. Loss caused by hitting a bird or animal; and c. Loss caused by falling objects or missiles However, you have the option of having glass breakage caused by a covered auto's collision or overturn considered a loss under Collision Coverage. 4. Coverage Extensions a. Transportation Expenses We will pay up to $20 per day to a max- imum of $600 for temporary transporta- tion expense incurred by you because of the total theft of a covered auto of the private passenger type. We will pay only for those covered autos for which you cavy either Comprehensive or Specified Causes Of Loss Coverage. We will pay for temporary transportation expenses incurred during the period beginning 48 hours after the theft and ending, regard- less of the policy's expiration, when the covered auto is returned to use or we pay for its loss. b. Loss of Use Expenses For Hired Auto Physical Damage, we will pay expenses for which an insured becomes legally responsible to pay for loss of use of a vehicle rented or hired without a driver under a written rental contract or agreement. We will pay for loss of use expenses if caused by: (1) Other than collision only if the Declarations indicate that Compre- hensive Coverage is provided for any covered auto; CA0001 10-13 B Insurance SeNicesOffce, Inc., 2011 (2) Specified Causes Of Loss only if the Declarations indicate that Specified Causes Of Loss Coverage is pro- vided for any covered auto; or (3) Collision only if the Declarations indicate that Collision Coverage is provided for any covered auto. However, the most we. will pay for any expenses for loss of use is $20 per day, to a maximum of $600. B. Exclusions 1. We will not pay for loss caused by or resulting from any of the following. Such loss is ex- cluded regardless of any other cause or event that contributes concurrently or in any se- quence to the loss. a. Nuclear Hazard (1) The explosion of any weapon em- ploying atomic fission or fusion; or (2) Nuclear reaction or radiation, or ra- dioactive contamination, however caused. b. War or Military Action (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or de- fending against an actual or expected attack, by any government, sover- eign or other authority using mili- tary personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power or action taken by governmental authority in hindering or defending against any of these. 2. We will not pay for loss to any covered auto while used in any professional or organized racing or demolition contest or stunting ac- tivity, or while practicing for such contest or activity. We will also not pay for loss to any covered auto while that covered auto is being prepared for such a contest or activity. 3. We will not pay for loss due and confined to: Page 7 of 14 a. Wear and tear, freezing, mechanical or electrical breakdown. b. Blowouts, punctures or other road dam- age to tires. This exclusion does .not apply to such loss resulting from the total theft of a covered auto. 4. We will not pay for loss to any of the follow- ing: a. Tapes, records, discs or other similar au- dio, visual or data electronic devices de- signed for use with audio, visual or data electronic equipment. b. Any device designed or used to detect speed -measuring equipment, such as ra- dar or laser detectors, and any januning apparatus intended to elude or disrupt speed -measuring equipment. c. Any electronic equipment, without re- gard to whether this equipment is per- manently installed, that reproduces, receives or transmits audio, visual or data signals. d. Any accessories used with the electronic equipment described in Paragraph c. above. 5. Exclusions 4.c. and 4.d. do not apply to equipment designed to be operated solely by use of the power from the auto's electrical system that, at the time of loss, is: a. Permanently installed in or upon the covered auto; b. Removable from a housing unit which is permanently installed in or upon the covered auto; c. An integral part of the same unit housing any electronic equipment described in Paragraphs a. and b. above; or d. Necessary for the normal operation of the covered auto or the monitoring of the covered auto's operating system. 6. We will not pay for loss to a covered auto due to diminution in value. CA0001 10-13 © Insurance Services Office, Inc., 2011 C. Limit of Insurance 1. The most we will pay for: a. Loss to any one covered auto is the lesser of: (1) The actual cash value of the dam- aged or stolen property as of the time of the loss; or (2) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality. b. All electronic equipment that reproduces, receives or transmits audio, visual or data signals in any one loss is $1,000, if, at the time of loss, such electronic equipment is: (1) Permanently installed in or upon the covered auto in a housing, opening or other location that is not nor- mally used by the auto manufacturer for the installation of such equip- ment; (2) Removable from a permanently in- stalled housing unit as described in Paragraph b.(I) above; or (3) An integral part of such equipment as described in Paragraphs b.(1) and b.(2) above. 2. An adjustment for depreciation and physical condition will be made in determining actual cash value in the event of a total loss. 3. If a repair or replacement results in better than like kind or quality, we will not pay for the amount of the betterment. D. Deductible For each covered auto, our obligation to pay for, repair, return or replace damaged or stolen prop- erty will be reduced by the applicable deductible shown in the Declarations. Any Comprehensive Coverage deductible shown in the Declarations does not apply to loss caused by fire or lightning. Section IV - Business Auto Conditions The following conditions apply in addition to the Common Policy Conditions: Page 8 of 14 A. Loss Conditions 1. Appraisal for Physical Damage Loss If you and we disagree on the amount of loss, either may demand an appraisal of the loss. In this event, each party will select a competent appraiser. The two appraisers will select a competent and impartial umpire. The appraisers will state separately the actual cash value and amount of loss. if they fail to agree, they will submit their differences to the umpire. A decision agreed to by any two will be binding. Each party will: a. Pay its chosen appraiser; and b. Bear the other expenses of the appraisal and umpire equally. If we submit to an appraisal, we will still re- tain our right to deny the claim. 2. Duties in the Event of Accident, Claim, Suit or Loss We have no duty to provide coverage under this policy unless there has been full compli- ance with the following duties: a. In the event of accident, claim, suit or loss, you must give us or our authorized representative prompt notice of the acci- dent or loss. Include: (1) How, when and where the accident or loss occurred; (2) The Insured'sname and address; and (3) To the extent possible, the names and addresses of any injured persons and witnesses. b. Additionally, you and any other involved insured must: (1) Assume no obligation, make no payment or incur no expense with- out our consent, except at the in- sured's own cost. (2) Immediately send us copies of any request, demand, order, notice, summons or legal paper received concerning the claim or suit. CAa001 10-13 © Insurance ServicesOffce, Inc., 2011 (3) Cooperate with us in the investi- gation or settlement of the claim or defense against the suit. (4) Authorize us to obtain medical re- cords or other pertinent information. (5) Submit to examination, at our ex- pense, by physicians of our choice, as often as we reasonably require. c. If there is loss to a covered auto or its equipment, you must also do the follow- ing: (1) Promptly notify the police if the covered auto or any of its equipment is stolen. (2) Take all reasonable steps to protect the covered auto from further dam- age. Also keep a record of your ex- penses for consideration in the settlement of the claim. (3) Permit us to inspect the covered auto and records proving the loss before its repair or disposition. (4) Agree to examinations under oath at our request and give us a signed statement of your answers. 3. Legal Action Against Us No one may bring a legal action against us under this Coverage Form until: a. There has been full compliance with all the terms of this Coverage Form; and b. Under Covered Autos Liability Cover- age, we agree in writing that the insured has an obligation to pay or until the amount of that obligation has finally been determined by judgment after trial. No one has the right under this policy to bring us into an action to determine the insured's liability. 4. Loss Payment - Physical Damage Coverages At our option, we may: a. Pay for, repair or replace damaged or stolen property; Page 9 of 14 b. Return the stolen property, at our ex- pense. We will pay for any damage that results to the auto from the theft; or c. Take all or any part of the damaged or stolen property at an agreed or appraised value. If we pay for the loss, our payment will in- clude the applicable sales tax for the damaged or stolen property. 5. Transfer of Rights of Recovery Against Oth- ers to Us If any person or organization to or for whom we make payment under this Coverage Form has rights to recover damages from another, those rights are transferred to us. That person or organization must do everything necessary to secure our rights and must do nothing after accident or loss to impair them. B. General Conditions 1. Bankruptcy Bankruptcy or insolvency of the insured or the insured's estate will not relieve us of any obligations under this Coverage Form. 2. Concealment, Misrepresentation or Fraud This Coverage Form is void in any case of fraud by you at any time as it relates to this Coverage Form. It is also void if you or any other insured, at any time, intentionally con- ceals or misrepresents a material fact con- cerning: a. This Coverage Form; b. The covered auto; c. Your interest in the covered auto; or d. A claim under this Coverage Forma 3. Liberalization If we revise this Coverage Form to provide more coverage without additional premium charge, your policy will automatically provide the additional coverage as of the day the re- vision is effective in your state. CA0001 10-13 ©Inserance Services Office, Inc., 2011 4. No Benefit to Bailee - Physical Damage Coverages We will not recognize any assignment or grant any coverage for the benefit of any person or organization holding, storing or transporting property for a fee regardless of any other pro- vision of this Coverage Form, 5. Other Insurance a. For any covered auto you own, this Coverage Form provides primary insur- ance. For any covered auto you don't own, the insurance provided by this Coverage Form is excess over any other collectible insurance. However, while a covered auto which is a trailer is connected to another vehicle, the Cov- ered Autos Liability Coverage this Cov- erage Form provides for the trailer is: (1) Excess while it is connected to a motor vehicle you do not own; or (2) Primary while it is connected to a covered auto you own. b. For Hired Auto Physical Damage Cov- erage, any covered auto you lease, hire, rent or borrow is deemed to be a covered auto you own. However, any auto that is leased, hired, rented or borrowed with a driver is not a covered auto. c. Regardless of the provisions of Paragraph a. above, this Coverage Form's Covered Autos Liability Coverage is primary for any liability assumed under an insured contract. d. When this Coverage Form and any other Coverage Form or policy covers on the same basis, either excess or primary, we will pay only our share. Our share is the proportion- that the Limit of Insurance of our Coverage Form bears to the total of the limits of all the Coverage Forms and policies covering on the same basis. 6. Premium Audit a. The estimated premium for this Cover- age Form is based on the exposures you told us you would have when this policy began. We will compute the final pre- mium due when we determine your Page 10 of 14 actual exposures. The estimated total premium will be credited against the final premium due and the first Named In- sured will be billed for the balance, if any. The due date for the final premium or retrospective premium is the date shown as the due date on the bill. If the esti- mated total premium exceeds the final premium due, the first Named Insured will get a refund. b. If this policy is issued for more than one year, the premium for this Coverage Form will be computed annually based on our rates or premiums in effect at the beginning of each year of the policy. 7. Policy Period, Coverage Territory Under this Coverage Form, we cover acci- dents and losses occurring: a. During the policy period shown in the Declarations; and b. Within the coverage territory. The coverage territory is: (1) The United States of America; (2) The territories and possessions of the United States of America; (3) Puerto Rico; (4) Canada; and (5) Anywhere in the world if a covered auto of the private passenger type is leased, hired, rented or borrowed without a driver for a period of 30 days or less provided that the in- sured's responsibility to pay dam- ages is determined in a suit on the merits, in the United States of America, the territories and pos- sessions of the United States of America, Puerto Rico or Canada, or in a settlement we agree to. We also cover loss to, or accidents involving, a covered auto while being transported be- tween any of these places. CA0001 10-13 ® Insurance ServicesOffce, Inc., 2011 8. Two or More Coverage Forms or Policies Is- sued by Us If this Coverage Form and any other Cover- age Form or policy issued to you by us or any company affiliated with us applies to the same accident, the aggregate maximum Limit of Insurance under all the Coverage Forms of policies shall not exceed the highest applicable Limit of Insurance under any one Coverage Form or policy. This condition does not ap- ply to any Coverage Form or policy issued by its or an affiliated company specifically to apply as excess insurance over this Coverage Form. Section V - Definitions A. Accident includes continuous or repeated exposure to the same conditions resulting in bodily injury or property damage. B. Auto means: 1. A land motor vehicle, trailer or semitrailer designed for travel on public roads; or 2. Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. However, auto does not include mobile equipment. C. Bodily injurymeans bodily injury, sickness or dis- ease sustained by a person including death result- ing from any of these. D. Covered pollution cost or expense means any cost or expense arising out of: Any request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, pol- lutants; or 2. Any claim or suit by or on behalf of a gov- ernmental authority for damages because of testing for, monitoring, cleaning up, remov- ing, containing, treating, detoxifying or neu- tralizing, or in any way responding to, or assessing the effects of, pollutants. Covered pollution cost or expense does not include any cost or expense arising out of the actual, Page 11 of 14 alleged or threatened discharge, dispersal, seepage, migration, release or escape of pollutants: a. That are, or that are contained in any prop- erty that is: (1) Being transported or towed by, handled or handled for movement into, onto or from the covered auto; (2) Otherwise in the course of transit by or onbehalf of the insured; or (3) Being stored, disposed of, treated or pro- cessed in or upon the covered auto; b. Before the pollutants or any property in which the pollutants are contained are moved from the place where they are accepted by the insured for movement into or onto the cov- ered auto; or C. After the pollutants or any property in which the pollutants are contained are moved from the covered auto to the place where they are finally delivered, disposed of or abandoned by the insured Paragraph a. above does not apply to ftlels, lubri- cants, fluids, exhaust gases or other similar pollutants that are needed for or result from the normal electrical, hydraulic or mechanical func- tioning of the covered auto or its parts, if: (1) The pollutants escape, seep, migrate or are discharged, dispersed or released di- rectly from an auto part designed by its manufacturer to hold, store, receive or dispose of such pollutants; and (2) The bodily injury, property damage or covered pollution cost or expense does not arise out of the operation of any equipment listed in Paragraph 6.b. or 6.c. of the definition of mobile equipment Paragraphs b. and c. above do not apply to accidents that occur away from premises owned by or rented to an insured with respect to pollutants not in or upon a covered auto if: (a) The pollutants or any property in which the pollutants are contained are upset, overturned or damaged as a result of the maintenance or use of a covered auto; and CA0001 10-13 0Insurance ServicesOfnce, Inc., 2011 (b) The discharge, dispersal, seepage, migration, release or escape of the pollutants is caused directly by such upset, overturn or damage. E. Diminution in value means the actual or perceived loss in market value or resale value which results from a direct and accidental loss. F. Employee includes a leased worker. Employee does not include a temporary worker. G. Insured means any person or organization quali- fying as an insured in the Who Is An Insured provision of the applicable coverage. Except with respect to the Limit of Insurance, the coverage af- forded applies separately to each insured who is seeking coverage or against whom a claim or suit is brought. H. Insured contract means: 1. A lease of premises; 2. A sidetrack agreement; 3. Any easement or license agreement, except in connection with construction or demolition operations on or within 50 feet of a railroad; 4. An obligation, as required by ordinance, to indemnify a municipality, except in con- nection with work for a municipality; 5. That part of any other contract or agreement pertaining to your business (including an in- demnification of a municipality in connection with work performed for a municipality) un- der which you assume the tort liability of an- other to pay for bodily injury or property damage to a third party or organization. Tort liability means a liability that would be im- posed by law in the absence of any contract or agreement; or 6. That part of any contract or agreement en- tered into, as part of your business, pertaining to the rental or lease, by you or any of your employees, of any auto. However, such con- tract or agreement shall not be considered an insured contract to the extent that it obligates you or any of your employees to pay for propertydamage to any auto rented or leased by you or any of your employees. An insuredcontract does not include that part of any contract or agreement: Page 12 of 14 a. That indemnifies a railroad for bodily injury or property damage arising out of construction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or tres- tle, tracks, roadbeds, tunnel, underpass or crossing; b. - That pertains to the loan, lease or rental of an auto to you or any of your em- ployees, if the auto is loaned, leased or rented with a driver; or c. That holds a person or organization en- gaged in the business of transporting property by auto for hire harmless for your use of a covered auto over a route or territory that person or organization is authorized to serve by public authority. I. Leased worker means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing Finn to perform duties related to the conduct of your business. Leased worker does not include a temporary worker. J. Loss means direct and accidental loss or damage. K. Mobile equipment means any of the following types of land vehicles, including any attached ma- chinery or equipment: 1. Bulldozers, fann machinery, forklifts and other vehicles designed for use principally off public roads; 2. Vehicles maintained for use solely on or next to premises you own or rent; 3. Vehicles that travel on crawler treads; a. Air compressors, pumps and generators, including spraying, welding, building cle- aning, geophysical exploration, lighting and well -servicing equipment; or b. Cherry pickers and similar devices used to raise or lower workers; or 6. Vehicles not described in Paragraph 1., 2., 3. or 4. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not mobile equipment but will be considered autos: a. Equipment designed primarily for: (1) Snow removal; (2) Road maintenance, but not con- struction or resurfacing; or (3) Street cleaning; b. Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and C. Air compressors, pumps and generators, including spraying, welding, building cle- aning, geophysical exploration, lighting or well -servicing equipment. However, mobile equipment does not include land vehicles that are subject to a compulsory or finan- cial responsibility law or other motor vehicle in- surance law where it is licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor ve- hicle insurance law are considered autos. L. Pollutants means any solid, liquid, gaseous or 4. Vehicles, whether self-propelled or not, thermal irritant or contaminant, including smoke, maintained primarily to provide mobility to vapor, soot, fumes, acids, alkalis, chemicals and permanently mounted: waste. Waste includes materials to be recycled, reconditioned or reclaimed. a. Power cranes, shovels, loaders, diggers or drills; or M. Property damage means damage to or loss of use of tangible property. b. Road construction or resurfacing equip- ment such as graders, scrapers or rollers; N. Suit means a civil proceeding in which: 5. Vehicles not described in Paragraph 1., 2., 3. or 4. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the fol- lowing types: CA0001 10-13 0 Insurance SmicesOHice, Inc., 2011 1. Damages because of bodily injury or property damage; or 2. A covered pollution cost or expense; to which this insurance applies, are alleged. Page 13 of 14 Suit includes: pollution costs or expenses are claimed and to a. An arbitration proceeding in which such which the insured submits with our consent. damages or covered pollution costs or expenses O. Temporary worker means a person who is fur - are claimed and to which the insured must nished to you to substitute for a permanent em - submit or does submit with our consent; or ployee on leave or to meet seasonal or short-term workload conditions. b. Any other alternative dispute resolution pro- ceeding in which such damages or covered P. Trailer includes semitrailer. CA0001 10-13 0 Insurance SenicesOffce, Inc.. 2011 Page 14 of 14 Additional Insured - Owners, Lessees or Contractors - Completed Operations - CG 20 37 04 13 Policy Amendmenf(s) Commercial General Liability Insured: A T R TECHNOLOGIES INC Policy Number: S 17 MZX 80976593 Producer: BOWERMASTER & ASSOCIATES Effective Date: 05-27-17 This endorsement modifies insurance provided under tate following: Commercial General Liability Coverage Part Products/Completed Operations Liability Coverage Part Schedule Name Of Additional Insured Person(s) Location And Description Of Or Organization(s) Completed Operations The City of Newport Beach, its city Council, boards and commissions, Parking Garage & Repair officers, agents,volunteers and employees Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II - Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for bodily injury or property damage caused, in whole or in part, by your work at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the products -completed operations hazard However 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III - Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. This Font must be attached to Change Endorsement when issued after the policy is written. One of the Fireman's Fund Insurance Companies as named in the policy 4�,,a" ,,,, F z, Secretary V President CG2037 4-13 © Insurance ServicesOKce. Inc., 2012 Additional Insured - Owners, Lessees or Contractors - Scheduled Person or Organization - CG 20 10 04 13 Policy Amendment(s) Commercial General Liability Insured: A T R TECHNOLOGIES INC Producer: SOWERMASTER S ASSOCIATES Policy Number: S 17 MZX 80976593 Effective Date: 05-27-17 This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part Schedule Name Of Additional Insured Person(s) Or Organization(s) Location(s) Of Covered Operations The City of Newport Beach, its City Council, boards and commissions,officers, agents, volunteers and employees Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section fI - Who Is An Insured is amended to 2. If coverage provided to the additional insured include as an additional insured the person(s) or is required by a contract or agreement, the organization(s) shown in the Schedule, but only insurance afforded to such additional insured with respect to liability for bodily injury, property will not be broader than that which you are damage or personal and advertising injury caused, required by the contract or agreement to in whole or in part, by: provide for such additional insured. 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to bodily injury or property damage occurring after: All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or This Fornr must be attached to Change Endorsement when issued after the policy is written. One of the Fireman's Fund Insurance Companies as named in the policy 44tgba(,(-�— Secretary CG20104.13 0 Insurance ServicasOfFlce, Inc., 2012 �Z- of President Page I of 2 2. That portion of your work out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. C. With respect to the insurance afforded to these additional insureds, the following is added to Section III - Limits Of Insurance: CG2010 4-13 © Insurance Services Office, Inc., 2012 If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. Page 2 of 2 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 01-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2% of the California workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization Any person or organization as required by written contract. The City of Newport Beach, it's City Council, boards and commissions, officers, agents, volunteers and employees This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 1/1/2017 Policy No. SWC1135049 Endorsement No. 0 Insured ATR Technologies, Inc. (Corporation) Premium $ 10872 Insurance Company Security National Insurance Company Countersigned by WC 04 03 06 (Ed. 01-84)