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HomeMy WebLinkAboutC-7265-1 - PSA for Review of and Assistance to the Municipal Operations DepartmentJ AMENDMENT NO. TWO TO PROFESSIONAL SERVICES AGREEMENT WITH INTERWEST CONSULTING GROUP, INC. FOR REVIEW OF AND ASSISTANCE TO THE UTILITIES AND PUBLIC WORKS DEPARTMENTS THIS AMENDMENT NO. TWO TO PROFESSIONAL SERVICES AGREEMENT ("Amendment No. Two") is made and entered into as of this 17th day of December, 2018 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and INTERWEST CONSULTING GROUP, INC., a Colorado corporation ("Consultant"), whose address is 15140 Transistor Lane, Huntington Beach, California 92649, and is made with reference to the following: RECITALS A. On November 13, 2017, City and Consultant entered into a Professional Services Agreement ("Agreement") to engage Consultant to conduct an independent review of the Utilities Division of the City's former Municipal Operations Department (now the Utilities Department) staffing, organizational structure, policies, programs, processes, support, and related issues, and for support to the City's former General Services Division (now the Municipal Operations Division) of the Public Works Department ("Project"). B. On April 30, 2018, City and Consultant entered into Amendment No. One to the Agreement ("Amendment No. One") to reflect an increased volume of services not contemplated at the time of execution of the Agreement, to extend the term of the Agreement to December 31, 2018, and to increase the total compensation. C. The parties desire to enter into this Amendment No. Two to extend the term of the Agreement to February 28, 2019. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM Section 1 of the Agreement is amended in its entirety and replaced with the following: "The term of this Agreement shall commence on the Effective Date, and shall terminate on February 28, 2019, unless terminated earlier as set forth herein." 2. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE] IN WITNESS WHEREOF, the parties have caused this Amendment No. Two to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTOR EY'S PFFICE Date: By: r10.NW 6,4. Fpr. Aaron C. Harp wM�Zl�zu� City Attorney ATTEST: Date: [ to, I9 City Clerk CITY OF NEWPORT BEACH, a California municipal cor oration Date: t% By: I , David A. Webb Public Works Director CONSULTANT: Interwest Consulting Group, Inc., a Colorado corporation Date: Signed in Counterpart By: Terry Rodrigue Chief Executive Officer Date: Signed in Counterpart Bv: Debbie Thorson Chief Financial Officer [END OF SIGNATURES] Interwest Consulting Group, Inc. Page 2 IN WITNESS WHEREOF, the parties have caused this Amendment No. Two to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: 12- 2P -01'a By: W:Aaron C.Harp �Lu.ur City Attorney ATTEST: Date: M Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: David A. Webb Public Works Director CONSULTANT: Interwest Consulting Group, Inc., a Colorado corporation Date: Jgwies G. Ross r 'Public works Graup Lekoler Chief Financial Officer [END OF SIGNATURES] Interwest Consulting Group, Inc. Page 2 OFFICER'S CERTIFICATE I, Terry J. Rodrigue, hereby certify that: I am a duly elected, qualified and acting President and Corporate Secretary of Interwest Consulting Group, Inc., a duly organized and existing Colorado corporation; and 2. Interest Consulting Group, Inc. policy sets forth the delegation of authority to the company's officers and employees to create financial, contractual, and other obligations on behalf of Interest in the course of performing their employment. This policy permits delegation of signature authority to authorized Contract Representatives. Michael Kashiwagi, Ron Beehler, James G. Ross, and Debra Thorson are such authorized Contract Representatives as long as they are employed by Interest, and therefore by this delegation each has signature authority to sign proposals and bind Interest Consulting Group, Inc. in contractual commitments. IN WITNESS WHEREOF, I have executed this Officer's Certificate and affixed the corporate seal of Interest Consulting Group, Inc. this day of 2017. Interest Consulting Group, Inc. / Corporate Seal Terry Brig President andorporate Secretary State of Colorado ) ) ss. County of Boulder ) The undersigned, a Notary Public, does hereby certify that on this tl day of 2017, personally appeared before me, Terry J. Rodrigue, who being first duly sworn an oath, declared that he is the President and Corporate Secretary of Interest Consulting Group, Inc. and that he signed the foregoing document in his capacity as President and Corporate Secretary of the corporation, and that the statements contained herein are true. IN WITNESS WHEREOF, I have hereunto set my hand and seal the date set forth above. DUeFtOTAaes HY 1. WORLEY . NOTARY IRY PUBLICUKIC STATE I COLORADO NOTARY ID 005A0.95 Dorothy I. Wc$I y c_-- MYcoranISSIONE RESMvr,,202 Notary Public LA 9 AMENDMENT NO. ONE TO (J PROFESSIONAL SERVICES AGREEMENT r WITH INTERWEST CONSULTING GROUP, INC. FOR V REVIEW OF AND ASSISTANCE TO THE MUNICIPAL OPERATIONS DEPARTMENT THIS AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT ("Amendment No. One") is made and entered into as of this 30th day of April, 2018 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and INTERWEST CONSULTING GROUP, INC., a Colorado Corporation ("Consultant"), whose address is 15140 Transistor Lane, Huntington Beach, California 92649, , and is made with reference to the following: RECITALS A. On November 13, 2017, City and Consultant entered into a Professional Services Agreement ("Agreement") for independent review of the City's Utilities Division of the Municipal Operations Department staffing, organizational structure, policies, programs, processes and related issues, and for support to City's Utilities and General Services Divisions ("Project"). B. The parties desire to enter into this Amendment No. One to reflect an increased volume of services not contemplated at the time of execution of the Agreement, to extend the term of the Agreement to December 31, 2018, and to increase the total compensation. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM Section 1 of the Agreement is amended in its entirety and replaced with the following: "The term of this Agreement shall commence on the Effective Date, and shall terminate on December 31, 2018, unless terminated earlier as set forth herein." 2. COMPENSATION TO CONSULTANT Section 4.1 of the Agreement is amended in its entirety and replaced with the following: "City shall pay Consultant 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. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed One Hundred Twenty Thousand Dollars and 00/100 ($120,000.00), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City." The total amended compensation reflects Consultant's additional compensation for additional Services to be performed in accordance with this Amendment No. One, Interwest Consulting Group, Inc. Page 1 including all reimbursable items and subconsultant fees, in an amount not to exceed Seventy Thousand Dollars and 00/100 ($70,000.00). 3. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE] Interwest Consulting Group, Inc. Page 2 IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: 5/ V9 A Aaron C. Harp" w,., s �•ia City Attorney ATTEST: � � llK Date: /� b By: & ,V�I/`� J'bot'-- Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: By: ajA�� ( 3y Dave Kiff City Manager CONSULTANT: Interwest Consulting Group, Inc., a Colorado Corporation [END OF SIGNATURES] Interwest Consulting Group, Inc. Page 3 i r PROFESSIONAL SERVICES AGREEMENT WITH INTERWEST CONSULTING GROUP, INC. FOR REVIEW OF AND U ASSISTANCE TO THE MUNICIPAL OPERATIONS DEPARTMENT THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into as of this 13th day of November, 2017 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and INTERWEST CONSULTING GROUP, INC., a Colorado corporation ("Consultant"), whose address is 15140 Transistor Lane, Huntington Beach, California 92649, 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 Consultant to conduct an independent review of the City's Utilities Division of the Municipal Operations Department staffing, organizational structure, policies, programs and processes, and related issues ("Project"). C. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the professional services described in this Agreement. D. City has solicited and received a proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retain Consultant to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Agreement shall commence on the Effective Date, and shall terminate on June 30, 2018, unless terminated earlier as set forth herein. SERVICES TO BE PERFORMED Consultant 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"). City may elect to delete certain Services within the Scope of Services at its sole discretion. 3. TIME OF PERFORMANCE 3.1 Time is of the essence in the performance of Services under this Agreement and Consultant 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 Consultant 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, Consultant shall not be responsible for delays due to causes beyond Consultant'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 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator as defined herein not later than ten (10) 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 Consultant's control. 3.4 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by hand -delivery or mail. 4. COMPENSATION TO CONSULTANT 4.1 City shall pay Consultant 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. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Fifty Thousand Dollars and 00/100 ($50,000.00), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. 4.2 Consultant shall submit monthly invoices to City describing the Work performed the preceding month. Consultant's bills shall include the name of the person 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 Consultant no later than thirty (30) calendar days after approval of the monthly invoice by City staff. 4.3 City shall reimburse Consultant 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 Consultant 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 Interwest Consulting Group, Inc. Page 2 reasonably anticipate would be necessary at the execution of this Agreement. Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates as set forth in Exhibit B. PROJECT MANAGER 5.1 Consultant 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. Consultant has designated James G. Ross to be its Project Manager. Consultant 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 Consultant, 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. Consultant warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 5.3 If Consultant is performing inspection services for City, the Project Manager and any other assigned staff shall be equipped with a cellular phone to communicate with City staff. The Project Manager's cellular phone number shall be provided to City. 6. ADMINISTRATION This Agreement will be administered by the City Manager's Office. City's Assistant City Manager or designee shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. CITY'S RESPONSIBILITIES To assist Consultant in the execution of its responsibilities under this Agreement, City agrees to provide access to and upon request of Consultant, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Consultant's Work schedule. STANDARD OF CARE 8.1 All of the Services shall be performed by Consultant or under Consultant's supervision. Consultant represents that it possesses the professional and technical personnel required to perform 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, Consultant certifies that the Work conforms to the Interwest Consulting Group, Inc. Page 3 requirements of this Agreement, all applicable federal, state and local laws, and legally recognized professional standards. 8.2 Consultant 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 Consultant to practice its profession. Consultant shall maintain a City of Newport Beach business license during the term of this Agreement. 8.3 Consultant shall not be responsible for delay, nor shall Consultant 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 Consultant's Work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. HOLD HARMLESS 9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers, employees and any person or entity owning or otherwise in legal control of the property upon which Consultant performs the Project and/or Services contemplated by this (collectively, the "Indemnified Parties), from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), and which relate (directly or indirectly) to the negligence, recklessness, or willful misconduct of the Consultant or its principals, officers, agents, employees, vendors, suppliers, subconsultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable, or any or all of them. 9.2 Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the Indemnified Parties from any Claim arising from the sole negligence, active 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 the Consultant. 10. INDEPENDENT CONTRACTOR 10.1 It is understood that City retains Consultant on an independent contractor basis and Consultant is not an agent or employee of City. The manner and means of conducting the Work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. No civil Interest Consulting Group, Inc. Page 4 service status or other right of employment shall accrue to Consultant or its employees. Nothing in this Agreement shall be deemed to constitute approval for Consultant or any of Consultant's employees or agents, to be the agents or employees of City. Consultant shall have the responsibility for and control over the means of performing the Work, provided that Consultant is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Consultant as to the details of the performance of the Work or to exercise a measure of control over Consultant shall mean only that Consultant shall follow the desires of City with respect to the results of the Services. 10.2 Consultant agrees and acknowledges that no individual performing Services or Work pursuant to this Agreement shall: work full-time for more than six (6) months; work regular part-time service of at least an average of twenty (20) hours per week for one year or longer; work nine hundred sixty (960) hours in any fiscal year; or already be a CalPERS member. 10.3 Consultant and its representatives must each submit to and pass a criminal background investigation by providing a complete set of fingerprints to City prior to commencing Services or performing Work. Consultant and its representatives are required to submit any fees for the criminal background investigation according to the City's most current administrative fee schedule or successor document. Fingerprints may be required to be updated every five (5) years. 11. COOPERATION Consultant 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 the Consultant on the Project. 12. CITY POLICY Consultant 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. 13. PROGRESS Consultant 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 Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance Interwest Consulting Group, Inc. Page 5 of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit C, and incorporated herein by reference. 15. 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 Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or joint -venture or syndicate or co -tenancy, which shall result in changing the control of Consultant. 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. 16. SUBCONTRACTING The subcontractors authorized by City, if any, to perform Work on this Project are identified in Exhibit A. Consultant 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 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. 17. OWNERSHIP OF DOCUMENTS 17.1 Each and every report, draft, map, record, plan, document and other writing produced, including but not limited to, websites, blogs, social media accounts and applications (hereinafter "Documents"), prepared or caused to be prepared by Consultant, 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 Consultant or any other party. Additionally, all material posted in cyberspace by Consultant, 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 Consultant or any other party. Consultant shall, at Consultant's expense, provide such Documents, including all logins and password information to City upon prior written request. 17.2 Documents, including drawings and specifications, prepared by Consultant pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed Documents for other projects and any use of incomplete Documents without specific written authorization from Interwest Consulting Group, Inc. Page 6 Consultant will be at City's sole risk and without liability to Consultant. Further, any and all liability arising out of changes made to Consultant's deliverables under this Agreement by City or persons other than Consultant is waived against Consultant, and City assumes full responsibility for such changes unless City has given Consultant prior notice and has received from Consultant written consent for such changes. 17.3 All written documents shall be transmitted to City in formats compatible with Microsoft Office and/or viewable with Adobe Acrobat. 18. 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. 19. INTELLECTUAL PROPERTY INDEMNITY Consultant shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement or alleged infringement of any United States' letters patent, trademark, or copyright, including costs, contained in Consultant's Documents provided under this Agreement. 20. RECORDS Consultant shall keep records and invoices in connection with the Services to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Consultant 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 Consultant under this Agreement. 21. WITHHOLDINGS City may withhold payment to Consultant of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Consultant shall not discontinue Work as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or designee with respect to such disputed sums. Consultant 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. Interest Consulting Group, Inc. Page 7 22. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Consultant which result in expense to City greater than what would have resulted if there were not errors or omissions in the Work accomplished by Consultant, the additional design, construction and/or restoration expense shall be borne by Consultant. Nothing in this Section is intended to limit City's rights under the law or any other sections of this Agreement. 23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. 24. CONFLICTS OF INTEREST 24.1 Consultant 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. 24.2 If subject to the Act, Consultant 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. Consultant shall indemnify and hold harmless City for any and all claims for damages resulting from Consultant's violation of this Section. 25. NOTICES 25.1 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. 25.2 All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Attn: Assistant City Manager City Manager's Office City of Newport Beach 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658 25.3 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: Attn: James G. Ross Interwest Consulting Group, Inc. Page 8 Interwest Consulting Group, Inc. 15140 Transistor Lane Huntington Beach, CA 92649 Kdl91Wa1I1T,K Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under this Agreement, Consultant shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. Consultant'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 identified by Consultant in writing as unsettled at the time of its final request for payment. Consultant and City expressly agree that in addition to any claims filing requirements set forth in the Agreement, Consultant shall be required to file any claim Consultant may have against City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). 27. TERMINATION 27.1 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. 27.2 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 Consultant. In the event of termination under this Section, City shall pay Consultant for Services satisfactorily performed and costs incurred up to the effective date of termination for which Consultant has not been previously paid. On the effective date of termination, Consultant 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. 28. STANDARD PROVISIONS 28.1 Recitals. City and Consultant acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 28.2 Compliance with all Laws. Consultant 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 Consultant shall conform to applicable City, Interwest Consulting Group, Inc. Page 9 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 Consultant 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. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, sex, sexual orientation, age or any other impermissible basis under law. 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. Interwest Consulting Group, Inc. Page 10 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATT?P EY'Si FFICE Date: l By: Aaron C. Harp City Attorney ATTEST: Date: By: Leilani I. Brown [END OF S CITY OF NEWPORT BEACH, a California municipal corporation Date: (q- 1,7) 1 -1 - By: -1- By: LIA Dave City Manager CONSULTANT: Interwest Consulting Group, Inc., a Colorado corporation — Scope of Services t — Schedule of Billing Rates Exhibit C — Insurance Requirements Interwest Consulting Group, Inc. Page 11 EXHIBIT A SCOPE OF SERVICES Consultant shall assist the City's Project Administrator. Consultant's primary responsibilities shall be: • Conducting an independent review of the City's Utilities Division of the Municipal Operations Department staffing, organizational structure, policies, programs and processes; • Reporting findings and making recommendations; • Providing as -needed support and mentorship to the City's Utilities Division of the Municipal Operations Department staff and to the City's Interim Director of the Utilities Division of the Municipal Operations Department; and • If requested by the City's Project Administrator, providing as -needed support and mentorship to the staff of the General Services Division of the Municipal Operations Department and to the City's Director or Acting Director of the General Services Division. Interwest Consulting Group, Inc. Page A-1 EXHIBIT B SCHEDULE OF BILLING RATES Thom Coughran, PE shall provide the Services at an hourly rate of $160. Interwest Consulting Group, Inc. Page B-1 EXHIBIT C INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES 1. Provision of Insurance. Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant 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. Consultant agrees to provide insurance in accordance with requirements set forth here. If Consultant uses existing coverage to comply and that coverage does not meet these requirements, Consultant agrees to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 3. Coverage Requirements. A. Workers' Compensation Insurance. Consultant 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. Consultant 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, employees and any person or entity owning or otherwise in legal control of the property upon which Consultant performs the Project and/or Services contemplated by this Agreement. B. General Liability Insurance. Consultant 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, 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. Consultant 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 Consultant arising out of or in connection with Work to be performed under this Interwest Consulting Group, Inc. Page C-1 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. D. Professional Liability (Errors & Omissions) Insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of one million dollars ($1,000,000) per claim and two million dollars ($2,000,000) in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the Effective Date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the Services required by this Agreement. 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, employees and any person or entity owning or otherwise in legal control of the property upon which Consultant performs the Project and/or Services contemplated by this Agreement or shall specifically allow Consultant or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subconsultants. B. Additional Insured Status. All liability policies including general liability, excess liability, pollution liability, and automobile liability, if required, but not including professional liability, shall provide or be endorsed to provide that City, its City Council, boards and commissions, officers, agents, volunteers, employees and any person or entity owning or otherwise in legal control of the property upon which Consultant performs the Project and/or Services contemplated by this Agreement shall be included as insureds under such policies. C. Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self-insurance maintained by City. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days' notice of cancellation (except for nonpayment for which ten (10) calendar days' notice is required) or nonrenewal of coverage for each required coverage. 5. Additional Agreements Between the Parties. The parties hereby agree to the following: Interest Consulting Group, Inc. Page C-2 A. Evidence of Insurance. Consultant 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 Consultant sixty (60) calendar days' advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant's compensation. C. Enforcement of Agreement Provisions. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. D. 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 Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. E. 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. F. City Remedies for Non -Compliance. If Consultant or any subconsultant 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 Consultant'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 Consultant or reimbursed by Consultant upon demand. Interest Consulting Group, Inc. Page C-3 G. 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. H. Consultant's Insurance. Consultant 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. Interwest Consulting Group, Inc. Page C-4 CERTIFICATE OF INSURANCE CHECKLIST City of Newport Beach This checklist is comprised of requirements as outlined by the City of Newport Beach. * Date Received: 12/13/17 Dept./Contact Received From: Jennifer Date Completed: 12/13/17 Sent to: Company/Person required to have certificate: Type of contract: Jennifer By: Alicia Interwest Consulting Group Public Works GENERAL LIABILITY EFFECTIVE/EXPIRATION DATE: 11/14/17 - 11/14/18 A. INSURANCE COMPANY: Travelers Indemnity Company of CT B. AM BEST RATING (A-: VII or greater): A++: XV C. ADMITTED Company (Must be California Admitted): INSURANCE COMPANY: Travelers Property Casualty Company of America Is Company admitted in California? ® Yes ❑ No D. LIMITS (Must be $1 M or greater): What is limit provided? $1M/$2M E. ADDITIONAL INSURED ENDORSEMENT— please attach ® Yes ❑ No F. PRODUCTS AND COMPLETED OPERATIONS (Must include): Is it included? (completed Operations status does ® Yes ❑ No not apply to Waste Haulers or Recreation) ® Yes ❑ No G. ADDITIONAL INSURED FOR PRODUCTS AND COMPLETED OPERATIONS ENDORSEMENT (completed E Operations status does not apply to Waste Haulers) ® Yes ❑ No H. ADDITIONAL INSURED WORDING TO INCLUDE (The City (What is limits provided?) N/A its officers, officials, employees and volunteers): Is it F. included? ® Yes ❑ No I. PRIMARY & NON-CONTRIBUTORY WORDING (Must be Haulers only): ® N/A included): Is it included? ® Yes ❑ No J. CAUTION! (Confirm that loss or liability of the named insured ❑ Yes ® No is not limited solely by their negligence) Does endorsement NOTICE OF CANCELLATION: ❑ N/A include "solely by negligence' wording? ❑ Yes ® No K. ELECTED SCMAF COVERAGE (RECREATION ONLY): ® N/A ❑ Yes ❑ No L. NOTICE OF CANCELLATION: ❑ N/A ® Yes ❑ No 11. AUTOMOBILE LIABILITY EFFECTIVE/EXPIRATION DATE: 11/14/17 - 11/14/18 A. INSURANCE COMPANY: Travelers Property Casualty Company of America B. AM BEST RATING (A-: VII or greater) A++: XV C. ADMITTED COMPANY (Must be California Admitted): Is Company admitted in California? ® Yes ❑ No D. LIMITS - If Employees (Must be $1M 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 (ff individual) (What is limits provided?) N/A F. PRIMARY & NON-CONTRIBUTORY WORDING (For Waste Haulers only): ® N/A ❑ Yes ❑ No G. HIRED AND NON -OWNED AUTO ONLY: ❑ N/A ❑ Yes ® No H. NOTICE OF CANCELLATION: ❑ N/A 0 Yes 0 No WORKERS'COMPENSATION EFFECTIVE/EXPIRATION DATE: 11/14/17 -11/14/18 A. INSURANCE COMPANY: Travelers Property Casualty Co of America 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 $1 M 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 EFF: 11/14/17-11/14/18 Carrier: XL Specialty Ins Co Rating: A/XV Admitted Limit: $2M/$5M ❑ N/A ® Yes ❑ No V POLLUTION LIABILITY V BUILDERS RISK HAVE ALL ABOVE REQUIREMENTS BEEN MET? IF NO, WHICH ITEMS NEED TO BE COMPLETED? ® N/A ❑ Yes ❑ No ® N/A ❑ Yes ❑ No /1 E - ■ Agent of Alliant Insurance Services Broker of record for the City of Newport Beach 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 * Subject to the terms of the contract. Date ACORO® CERTIFICATE OF LIABILITY INSURANCE llaa� DATE(MMIDD/YYYY) 1 11/14/2017 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 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 USI Colorado, LLC Prof Liab P.O. Box 7050 Englewood CO 80155 CONTACT NAME: Kathy Star PHONEFAX 800-873-8500 E-MAIL INSURERS AFFORDING COVERAGE NAIC a INSURERA:XL Specialty Insurance Company 37885 INSURED INTERCON35 INSURERB:Travelers Indemnity Company of CT 25682 Interwest Consulting Group P.O. Box 18330 INSURERC:Travelers Property Cas. Co. of Amer 25674 Boulder CO 80308 INSURER D INSURER E INSURER F: COVERAGES CFRTIFICATF NI Ill 94357376 oanclnM MI Iuoco. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR rypE OF INSURANCE POLICY EFF PODCY E%P LTR iINSD MD POLICY NUMBER MM/DDIYYYYI (MWDDMYYI LIMITS B X COMMERCIAL GENERAL LIABILITY Y Y 6806H441235 11/14/2017 11/14/2018 EACH OCCURRENCE __$_1,000,000 CLAIMS -MADE X OCCUR DAMA E T RENTED PREMISES Ea o¢urzence $1,000,000 MEDEXP(Anyoneperson) $10,000 PERSONALBADV INJURY _$1.000,000 GENT AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 X POLICY X PRO- X LOC _ JECT i_ PRODUCTS - COMP/OP AGG $2,000,000 OTHER. $ C AUTOMOBILE LIABILITY Y Y BAOJ093233 11/14/2017 11/14/2018 (Ea accident) $1,000,000 X ANY AUTO BODILY INJURY (Per person) $ ALL OSCHEDULED AUUTOSS ) MED PERTVDAMAGE BODILY INJURY (Per accident $ AUTOS 'PR X HIRED AUTOS x AUTOS Ui05 (Per accident) $ $ C X UMBRELLA LIAR X .00CUR Y Y CUP21=178249 11/14/2017 11/14/2018 EACH OCCURRENCE __$4,000.000 EXCESS LIAR CLAIMS -MADE _AGGREGATE $4,000,000 OED X RETENTION$0 $ C WORKERS COMPENSATION y UB8J034006 11/14/2017 11/14/2018 X PER OTH- AND EMPLOYERS' LIABILITY YIN STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT .$1,000,000 OFFICER/MEMBER EXCLUDED? NIA - (MandatoryinNH) EL DISEASE -EA EMPLOYEE'S $1,0001000 If yyes, describe under "---- 0 no, OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $1,000,000 A Professional Liability Y DPR9919387 111/14/2017 11/14/2018 Per Claim $2,000,000 Pollution Liab Included Annual Aggregate $5,000,000 Claims Made DESCRIPTION OF OPERATIONS I LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) As required by written contract or written agreement, the following provisions apply subject to the policy terms, conditions, limitations and exclusions: The Certificate Holder and owner are included as Automatic Additional Insured's for ongoing and completed operations under General Liability; Designated Insured under Automobile Liability; and Additional Insured's under Umbrella / Excess Liability but only with respect to liability arising out of the Named Insured work performed on behalf of the certificate holder and owner. The General Liability, Automobile Liability, Umbrella/Excess insurance applies on a primary and non-contributory basis. A Blanket Waiver of Subrogation applies for General Liability, Automobile Liability, Umbrella/Excess Liability and Workers Compensation. The Umbrella / Excess Liability policy See Attached... City of Newport Beach 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. AUTHORIZED REPRESENTATIVE lr� © 1988-2014 ACORD ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD AC RO O® ib� AGENCY CUSTOMER ID: INTERCON35 LOC #: ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY NAMED INSURED USI Colorado, LLC Prof Liab Intelwest Consulting Group P.O. Box 18330 Boulder CO 80308 POLICY NUMBER CARRIER NAIC CODE EFFECTIVE DATE: THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE provides excess coverage over the General Liability, Automobile Liability and Employers Liability. Please note that Additional Insured status does not apply to Professional Liability or Workers' Compensation. Additional Insured: The City of Newport Beach, its officers, officials, employees and agents ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All fhe ACORD name and logo are registered marks of ACORD Polity u6806H441235 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. The following is added to WHO IS AN INSURED (Secllon 11): Any person or organization that you agree in a "contract or agreement requiring insurance' to in- clude as an additional Insured on this Coverage Part, but only with respect to liability for "badily In- jury', "property damage' or 'personal injury" caused, In whole or in part, by your acts or omis- sions or the acts or omissions of those acting on your behalf: a. In the performance of your ongoing opera. tons; b. In connection with premises owned by or rented to you; or c. In connection with "your work" and Included within the 'producis-ccmpteled operations hazard". Such person or organization does not qualify as an additional insured for 'bodily injury', "property damage" or "personal Injury" for which that per. son or organization has assumed liability In a con- tract or agreement. The insurance provided to such additional insured Is limited as follows d. This Insurance does not apply an any basis to any person or organization for which cover. age as an additional Insured specifically is added by another endorsement to this Cover- age Part. e. This Insurance does not apply to the render- ing of or failure to render any "professional services". f. The limits of insurance afforded to the addl- tonal insured shall be the limits which you agreed in that "contract or agreement requir- ing insurance° to provide for that additional Insured, or the limits shown in the Declare - tons for this Coverage Part, whichever are less This endorsement does not Increase the limits of Insurance stated M the LIMITS OF INSURANCE (Section III) for this Coverage Part B. The following is added to Paragraph a. of 4. Other Insurance In COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV): However, if you specifically agree In a'contract or agreement requiring Insurance" that the insurance provided to an additional insured under this Cov- erage Part must apply on a primary basis, or a primary and non-contributory basis, this insurance is primary to other Insurance that is available to such additional Insured which covers such addi- tional Insured as a named Insured, and we will not share with the other insurance, provided that, (1) The 'bodily injury" or "property damage" for which coverage is sought occurs; and (2) The *personal Injury" for which coverage is sought arises out of an offense committed; after you have entered into that "contract or agreement requiring Insurance'. But this insur- ance still is excess over valid and collectible other Insurance, whether primary, excess, contingent or on any other basis, that Is available to the insured When the Insured Is an additional insured under any other Insurance. C. The following is added to Paragraph a. Transfer Of Rights Of Recovery Against Others To Us In COMMERCIAL GENERAL LIABILITY CON- DITIONS (Section IV): We waive any rights of recovery we may have against any person or organization because of Payments we make far 'bodily Injury, "property damage" or "personal injury arising out of "your work' Performed by you, or on your behalf. under a "contract or agreement requiring Insurance" with that person or organization. We waive these rights only where you have agreed to do so as Part of the "contract or agreement requiring insur- ance" with such person or organization entered Into by you before, and in affect when, the "today CO D3 8109 07 0 2007 The Travelers emn"rges, Inc Page 1 012 Indudo the cOPOoNed melerler d Insuraneo Services Oetce Inc, with its penNsslon COMMERCIAL GENERAL LIABILITY Injury' or "property damage" occurs, or the 'per- sonal injury' offense Is committed. D. The following definitlon Is added to DEFINITIONS (Section V): "Contract or agreement requiring Insurance' means that pati of any contract or agreement un- der which you are required to include a person or organization as an additional insured on this Cov. erage Part, provided that the "bodily injury' and "property damage" occurs, and the "personal in. jury' is caused by an offense committed: a. After you have entered Into that contract or agreement; b. While that part of the contract or agreement Is In effect; and c. Before the end of the policy period. Page 2 or 2 0 2007 The Trrwelers Companies, Ina CO 03 81 09 O7 Incudes the Copyrighted malarial or InsuMm,, Services orike, arc., wi,.h ils permission Policy #6806H441235 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ARCHITECTS, ENGINEERS AND SURVEYORS XTEND ENDORSEMENT This endorsement modifies insurance provided under the following - COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE Provisions A. - T. and V. of this endorsement broaden coverage, Provisions U. and W. of this endorsement may limit coverage The following listing Is a general coverage description only Limitations and exclusions may apply to these coverages, Read all the PROVISIONS of this endorsement carefully to determine rights, duties, and what is and Is not covered A. Broadened Named Insured B. Incidental Medical Malpractice C. Reasonable Force - Bodily Injury Or Properly Damage D. Non -Owned Watercraft - Increased To Up To 75 feel E. Aircraft Chartered With Crew F. Extension Of Coverage - Damage To Premises Rented To You G. Malicious Prosecution - Exception To Knowing Violation Of Rights Of Another Exclusion H. Medical Payments Limit 1. Increased Supplementary Payments J. Additional Insured - Owner, Manager Or Lessor Of Premises K. Additional Insured -Lessor Of Leased Equipment L. Additional Insured - State Or Political Subdivi- slons - Permits Relating To Premises M. Additional Insured - Stale Or Political Subdivi- slons - Permits Relating To Operations PROVISIONS A. BROADENED NAMED INSURED 1. The Named Insured in Item I. of the Com- mon Policy Declarations Is amended as fol. tows: The person or organization named in Item 1. of the Common Policy Declarations and any organization, other than a partnership, Joint venture, limited liability company or trust, of which you are the sole owner or In which you maintain the majority ownership interest on the effective date of the policy. However, N. Additional Insured - Architect, Engineer Or Surveyor O. Who Is An Insured - Newly Acquired Or Formed Organizations P. Who Is An Insured - Unnamed Partnership Or Joint Venture - Excess Q. Per Project General Aggregate Limit R. Knowledge And Notice Of Occurrence Or Offense S. Unintentional Omission T. Waiver Of Transfer Of Rights Of Recovery Against Others To Us When Required By Con- tract Or Agreement U. Amended Bodily Injury Derfnitlon V. Amended Insured Contract Definition - Railroad Easement W. Amended Property Damage Definition - Tangible Property X Additional Definition - Contract or Agreement Requiring Insurance coverage for any such additional organization will cease as of the date, If any, during the Policy period, that you no longer are the sole owner 01, of maintain the majority ownership Interest In, such organization. 2, This Provision A. does not apply to any per- son or organization for which coverage is ex. cluded by another endorsement to this Cov- erage Part. B. INCIDENTAL MEDICAL MALPRACTICE 1. The following Is added to Paragraph 1. Insur. Ing Agreement of COVERAGE A BODILY CG 03 79 09 07 c 2W7 The Tnevdma C -Taw , Mc Page 1 of 8 COMMERCIAL GENERAL LIABILITY INJURY AND PROPERTY DAMAGE LI- ABILITY In COVERAGES (Section I): "Bodily injury" arising out of the rendering or, or failure to render, 'first aid" or "Good Sa. maritan services^ to a person, other than a ce= employee" or "volunteer worker", will be deemed to be caused by an "occurrence'. For the Purposes of determining the applica- ble limits o1 insurance, any act or omission together with all related acts or omiselons in the furnishing of the services to any one per. son will be deemed one "occurrence". 2. As used in this Provision B.: a. 'First aid" means medical or nursing ser. vice, treatment, advice or Inslructon; the related furnishing of food or beverages; the furnishing or dispensing of drugs or medical supplies or appliances; b. 'Good Samaritan services' means those medical services rendered or provided in an emergency and for which no remu- neralion Is demanded or received. 3. Paragraph 2,a.(1)(d) Of WHO 18 AN IN. SURED (Section 11) does not apply to any of your "employees", who are not employed as a doctor or nurse by you, but only while per- forming the services described In Paragraph 1. above and while acting within the scope of their employment by you. Any such -employ- ees" ery rendering *Good Samaritan sices" will be deemed to be acting within the scope Of their employment by you 4. The following exclusion is added to Para- graph 2. Exclusions of COVERAGE A BOD- iLY INJURY AND PROPERTY DAMAGE UABILITY in COVERAGES (Section 1): Sale or Pharmaceuticals "Bodily injury• Or "property damage' arts. Ing Out of the willful violation of a penal stalule or ordinance relating to the sale of Pharmaceuticals committed by or with the knowledge or consent of the insured. 5. The Insurance provided by this Provision B. shall be excess over any valid and collectible other Insurance available to the insured, whether primary, excess. contingent or on any Other basis, except for Insurance pur. chased specifically by you to apply In excess Of the Limits of Insurance shown in the Dacia. rations for this Coverage Part C. REASONABLE FORCE — BODILY INJURY OR PROPERTYDAMAGE The Expected Or Intended Injury Exclusion in Paragraph 2, Exclusions of COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY in COVERAGES (Section 1) Is de- leted and replaced by the (ollowing Expected Or Intended Injury Or Damage "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 rea. sonable force to protect any person or property. D. NON -OWNED WATERCRAFT — INCREASED TO UP TO 75 FEET I. The exception contained In Subparagraph (2) Of the Aircraft, Auto Or Watercraft Exclu- sion in 2. Exclusions of COVERAGE A BODILY INJURY AND PROPERTY DAM- AGE LIABILITY in COVERAGES (Section 1) is deleted and replaced by the following� (2) A watercraft you do not own that is: (a) Less than 75 feet long; and (b) Not being used to carry persons or Property fora charge; 2. Only as respects the insurance provided by this Provision D., WHO IS AN INSURED (Section 11) Is amended to include as an in. sured any person who, with your expressed or Implied consent, either uses or Is respon_ sible for the use of the watercraft. 3. The insurance provided by this Provision D. shall be excess over any valid and collectible other insurance available to the insured, whether primary, excess, contingent or on any other basis, except for insurance Pur. chased specifically by you to apply In excess Of the Limits of Insurance Shown In the Dede- rations for this Coverage Part. E. AIRCRAFT CHARTERED WITH CREW i, The following Is added to the exceptions con. lained In the AlrcraR, Auto Or Watercraft Exclusion In Paragraph 2. Exclusions of COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY in COV. ERAGES (Section I): Aircraft chartered with crew, including a pilot, to any insured. Page 2 of 8 ® 2007 TM Trevakrn conk wuvhhs, me CG 03 79 09 07 2, This Provision E. does not apply if the char. tered aircraft is owned by any insured. 3. The Insurance provided by this Prov.sion E shall be excess over any valid and collectible other Insurance available to the Insured, Whether primary, excess, contingent or on any other basis, except for Insurance pur. chased specifically by you to apply in excess of the Limits of Insurance shown In the Dads. rations for this Coverage Part. F. EXTENSION OF COVERAGE — DAMAGE TO PREMISES RENTED TO YOU I. The last paragraph of COVERAGE A SOD. ILY INJURY AND PROPERTY DAMAGE LIABILITY In COVERAGES (Section 1) is deleted and replaced by the following. Exclusions c, through n. do not apply to dam. age to premises while rented to you, or tem. porarily occupied by you with permission of the owner caused by - a. Fire, b. ExpOslon: C. Lightning, d. Smoke resulting from such Ore, explo- sion, or lightning; or e. Water. A separate Omit of Insurance applies to this coverage as described in UMITs OF iN. SURANCE (Section III) 2. The insurance under this Provision F. does not apply to damage to premises while rented to you, or temporarily occupied by you with Permission of the owner, caused by, a. Rupture, bursting, or operation of pres- sure relief devices; b. Rupture or bursting due to expansion or swelling of the contents of any building or structure, caused by or resulUng from wa. ter; or c. Explosion of steam boilers, steam pipes, steam engines. Or steam lurbines. 3. Paragraph 8. of LIMITS OF INSURANCE (Section OI) is deleted and replaced by the following: Sub)ecl to S. above, the Damage To Pram Ises Rented To You Umlt Is the most we will pay under Coverage A for the sum of all damages because of 'property damage" to COMMERCIAL GENERAL LIABILITY any one premises while rented to you, ai temporarily occupied by you with permission of the owner, caused by: fire; expiosion; light- ning, smoke resulting from such fire, explo- sion, or lightning; or water. The Damage To Premises Rented To You Limit will apply to all "property damage' proximately caused by the same 'occurrence% whether such dam- age results from: fire; explosion, lightning, smoke resulting from such Ore, explosion, or lightning, or water; or any combination of any of these causes The Damage To Premises Rented To You Limit will be the higher of. a. $1,000,000; or b. The amount shown for the Damage To Premises Rented To You Limit in the Declarations for this Coverage Pert. 4. Paragraph a. of the definition of "insured con- iracr in DEFINITIONS (Section V) is deleted and replaced by the following: a. A contract for a lease of promises. How. ever, that portion of the contract for a lease of promises that indemnifies any Person or organization for damage to Premises while ranted to you, or lempo- rarHy ()coupled by you with permission or the owner, caused by: Ore; explosion, lightning; smoke resulting from such fire, explosion, or lightning; or water Is not an "Insured contract*; 5. This Provision F. does not apply If coverage for Damage To Premises Rented To You of COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY in COV• ERAGES (Section 1) is excluded by another endorsement to this Coverage Part, G. MALICIOUS PROSECUTION — EXCEPTION TO KNOWING VIOLATION OF RIGHTS OF AN. OTHER EXCLUSION The following is added to the Knowing Violation Of Rights Of Another Exclusion in 2. Exclu- sions of COVERAGE B PERSONAL INJURY, ADVERTISING INJURY AND WEB SITE IN- JURY LIABILITY of the WEB XTEND LIABILITY Endorsement This exclusion does not apply to "personat rijuty. caused by malicious prosecution. CG 03 79 09 07 ® 2W The Trwom dabs, Mc Page 3 of 8 COMMERCIAL GENERAL LIABILITY H. MEDICAL PAYMENTS LIMIT The Medical Expense Limit shown in the Declare tions for this Coverage Part Is increased to $10,000. I. INCREASED SUPPLEMENTARY PAYMENTS Paragraphs 1.b. and 1.d, of SUPPLEMENTARY PAYMENTS — COVERAGES A AND B In COV- ERAGES (Section 1) ere amended as follows: 1, In Paragraph 1,b., the amount we will pay for the cost of bail bonds is Increased to $2500. 2. In Paragraph 1.d., the amount we will pay for loss of earnings is Increased to $500 a day. J. ADDITIONAL INSURED — OWNER, MANAGER OR LESSOR OF PREMISES 1. WHO IS AN INSURED (Seddon 11) is amended to Include as an insured: Any person or organization that you have agreed in a contract or agreement to Include as an additional insured on this Coverage Part, but; a. Only with respect to liability for "bodily In. jury" or "property damage" [hal occurs, or 'personal injury' caused by an offense committed, alter you have entered into that contract or agreement; and b. Only If the "bodily Injury", 'property dam- age' or 'personal injury, is caused, In whole or In part, by acts or omissions of you or any person or organization per- forming operations an your behalf, and arises out of the ownership, maintenance or use of that part of any premises leased to you under that contract or agreement. 2. The Insurance provided to such additional insured under this Provision J. Is subject to the following provisions: a. The limits of Insurance afforded to such additional insured shag be the limits which you agreed to provide In the con- tract or agreement, or the limns shown In the Declarations for this Coverage Part, whichever are less; and b. The Insurance afforded to such additional Insured does not apply to; (1) Any 'bodily Injury* or "property dam- age" that occurs, or "personal Injury" caused by an Offense committed, af- ter you cease to be a tenant In that premises; (2) Any structural alterations, now con_ strttction or demolition operations Performed by or on behalf of such additional Insured, or (3) Any premises for which coverage Is excluded by another endorsement to this Coverage Part. 3. This Provision J. does not apply on any basis to any person or organization for which coverage as an additional insured spectfically Is added by another en" dorsement to this Coverage Part K. ADDITIONAL INSURED — LESSOR OF LEASED EQUIPMENT 1. WHO IS AN INSURED (Section II) is amended to Include as an Insured: Any person or organization that you have agreed In a contract or agreement to Include as an additional insured on this Coverage Part, but - a. Only with respect to liability for bodily In. jury' or 'property damage' that occurs, or 'personal injury" caused by an offense committed, after you have entered Into [hat contract Or agreement; and b. Only If the "bodily Injury", "property dam- age' or "personal Injury' is caused, in whole or In part, by acts or omissions of you or any person or organization per- forming operations on your behalf, In the maintenance, operation or use of equip- ment leased to you by such additional In- sured, 2. The insurance provided to such additional Insured under this Provision K. Is subject to the following provisions: a. The limits of insurance afforded to such additional Insured shall be the limns which you agreed to provide in the con. tract or agreement, or the limits shown in the Declarations for this Coverage Part, whichever are less, and b, The Insurance afforded to such additional insured does not apply: (1) To any "bodoy injury" or "property, damage' thal occurs, or 'personal in. jury' caused by an offense commit. fed, after the equipment lease ex- plres; or Page 4 of 8 0 2007 The Twekn Companies, Ma, CG 03 79 09 07 (2) It the equipment is leased with an operator 3. This Provision K. does not apply on any basis to any person or organization for which cov- erage as an additional insured specifically is added by another endorsement to this Cov. erage Part. L. ADDITIONAL INSURED — STATE OR POLITI- CAL SUBDIVISIONS — PERMITS RELATING TO PREMISES The following Is added to Paragraph 2. of WHO IS AN INSURED (Section 11) to Include as an Insured: Any state or political subdivision that has Issued a permit in connection with premises awned or oc. cupled by, or rented or loaned to, you, but only with respect to 'bodily injury`, "property damage', "personal Injury' or "advertising Injury" arising out of the existence, ownership, use, maintenance, repair, construction, erection or removal of adver. tising signs, awnings, canopies, cellar entrances, roal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, elevators, street banners or decoratlons for which [hat state or political subdivision has Issued such permit. M. ADDITIONAL INSURED — STATE OR POLITI- CAL SUBDIVISIONS — PERMITS RELATING TO OPERATIONS The following is added to Paragraph 2. of WHO IS AN INSURED (Section III to include as an insured - Any slate of political subdivision that has Issued a Permit, but only with respect to 'bodily Injury", "property damage", 'personal Injury' or'adverlis- ing injury' arising out of operations performed by you or on your behalf for which that stale or po• litical subdivision has issued such permit How- ever, no such state Or political subdivision is an Insured for. 1. "Bodily Injury",'property damage", "personal Injury" or "advertising injury" arising out of operations performed for that stale or political subdivision; or 2. 'Bodily injury" or 'properly damage" included within the 'products — completed operations hazard". COMMERCIAL GENERAL LIABILITY N. ADDITIONAL INSURED — ARCHITECT, ENGI- NEER OR SURVEYOR 1. The following is added to Paragraph 2. of WHO IS AN INSURED (Section 11) to Include as an insured: Any architect, engineer ar surveyor engaged by or for you that you agree in a 'contract or agreement requiring Insurance" to include as an additional Insured on this Coverage Part, but only with respect to liability for 'bodily in. jury" "properly damage" or "personal injury-- that njury"that Is Caused, in whole or in part, by acLS or omissions of you or any person or Organize - lion acting on your behalf in Connection with your premises or "your work", 2. This Provision N. does not apply on any basis to any person or organization for which cov- erage as an additional Insured specifically is added by another endorsement to this Cov- erage Part, O WHO IS AN INSURED —NEWLY ACQUIRED OR FORMED ORGANIZATIONS 1. Paragraph a.a. of WHO IS AN INSURED (Section II) is deleted and replaced by the following. a. Coverage under this provision Is afforded only unlit the 180th day after you acquire or form the organization or the end of the Policy period, whichever is eadler. Any such newly acquired or formed organize Von [hal you report in wridng to us wkhln 180 days after you acquire or form the organization will be covered under this provision until the end of the policy pe- riod, even If there are more than 180 days remaining unto the end of the policy period; 2. This Provision 0. does not apply to any or. ganizat on for which coverage is excluded by another endorsement to this Coverage Pari_ P. WHO IS AN INSURED — UNNAMED PART. NERSHIP OR JOINT VENTURE— EXCESS 1_ The last paragraph of WHO iS AN INSURED (Soction IQ 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 Common Policy Declarations. CG D3 79 09 07 ® 2007 The Tnva[er6 C=p®dae,1 , Page 5 of 8 COMMERCIAL GENERAL LIABILITY However, this exclusion does not apply to your liability with respect to your conduct of the business of any current or past partner- ship orjoint venture: a. That is not shown as a Named Insured In the Common Policy Declarations, and b. in which you are a member or partner where each and every one of your co. ventures in that joint venture Is an archi- teclurai, engineering, or surveying firm 2. This Provision P. does not apply to any per- son or organization for which coverage Is ex- cluded by another endorsement to Ibis Cov. erage Part. 3. The Insurance provided by this Provision P. shall be excess over any valid and collectible other Insurance, whether primary, excess, contingent or on any other basis, which Is available covering your liability with respect to your conduct of the business of any current or past partnership or joint venture that is not shown as a Named Insured in the Common Policy Declarations and which is Issued to such partnership ar joint venture. Q. PER PROJECT GENERAL AGGREGATE LIMIT I. Paragraph 2. of LIMITS OF INSURANCE (Section III) Is deleted and replaced by the following: The General Aggregate Limit Is the most we will pay for the sum of: a. Damages under Coverage 8; and b. Damages from 'occurrences" under Cov- erage A and for all medical expenses caused by accidents under Coverage C which cannot be attributed only to opera- tions at a single "projecr. 2. The following is added to LIMITS OF IN- SURANCE (Section 111): A separate Per Project General Aggregate Limit applies to each *Project- for all sums which the Insured becomes legally obligated to pay as damages caused by "occurrences" under Coverage A and for all medical ex- penses caused by accidents under Coverage C which can be attributed only to operations at a single "project', and that Omit is equal to the amount of the General Aggregate Limit shown in the Declarations for this Coverage Part, Any payments made under Coverage A for damages and under Coverage C for medical expenses shall reduce the Per Project Gen. eral Aggregate Limit for that 'project", but shall not reduce: a. Any other Per Project General Aggregate Limit for any other'projecl"; b. The General Aggregate Limit: or c. The Producls-Completed Operations Ag- gregate Limil. The limits shown In the Declarations for this Coverage Part for Each Occurrence, Dam- age To Premises Rented To You and Medical Expense are also subject to the Per Project General Aggregate Limit when the Per Pro- ject General Aggregate Limit applies. 3. As used in the Provision Q.: 'Project" means an area away from premises owned by or rented to you at which you are Performing operetions pursuant to a contract or agreement. For the purposes of determin- ing the applicable aggregate Omit of Insur- ance, each 'project" that Includes premises involving the same or connecting lots, or Premises whose connection is interrupted only by a street, roadway, waterway or right- of-way of a railroad shall be considered a sin. gle 'project". R. KNOWLEDGE AND NOTICE OF OCCUR- RENCE OR OFFENSE The following Is added to Paragraph 2. Dulles In The Event of Occurrence. Offense, claim Or Suit of COMMERCIAL GENERAL LIABILITY CONDMONS (Section IV): Notice of an "occurrence- or of an offense which may result in a claim must be given as soon as practicable after knowledge of the "occurrence" or offense has been reported to you, one of your "executive officers' (if you are a corporation), one of your partners who is an Individual (If you are a Partnership), one of your managere of you are a limited liabidry, company), one of your trustees who Is an individual (if you are a trust), or an 'employee" (such as an insurance, loss control or risk manager or administrator) designated by you to give such notice. Knowledge by any other "employee' of an'oemr. rence or offense does not imply that you also have such knowledge. Page 6 of 0 0 2007 The TmvefarsCarpWAS, Ina CG D3 79 09 07 Notice of an "occurrence" or of an offense which may result in a claim will be deemed to be given as soon as practicable to us If 11 Is given In good faith as soon as practicable to your workers' com- pensation, accident, or health haurer This ap- Plles only If you subsequently give notice of the "occurrence' or offense to us as soon as practi- cable after you, one of your "executive officers' (if you are a corporation), one of your partners who is an individual (it you are a partnership), one of your managers (if you are a limited liability company), one of your trustees who Is an Individ- ual (if you are a trust), or an'employee' (such as an Insurance, loss control or risk manager or ad- ministrator) designated by you to give such notice discovers that the 'occurrence' or offense may Involve this policy. S. UNINTENTIONAL OMISSION 1. The following is added to Paragraph 6. Rep- resentations of COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV): The unintentional omission of, or uninlen- tional error in, any information provided by you which we relied upon In issuing this pol- Icy shall not prejudice your rights under thls Insurance. 2. This Provision S. does not affect our right to collect additional premium or to exercise our right of cancellation or nonrenewal In accor- dance with applicable Insurance laws or regu- lations. T. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US WHEN REQUIRED BY CONTRACT OR AGREEMENT The following is added to Paragraph 6. Transfer of Rights of Recovery Against Others to Us at COMMERCIAL GENERAL LIABILITY CONDI. TIONS (Section ll We waive any rights of recovery we may have against any parson or organization because of payments we make for "bodily injury", •property, damage% "personal Injury° or "advertising injury" arising out of: COMMERCIAL GENERAL LIABILITY 4. "Your products'. We waive these rights only where you have agreed to do so as part of a contract or agree- ment entered Into by you before, and in effect when, the 'bodily Injury" or 'property damage" occurs, or the "personal Injury" offense or'edver- tising Injury' offense Is committed U. AMENDED BODILY INJURY DEFINITION The definition of "bodily Injury' In DEFINITIONS (Section V) Is deleted and replaced by the follow. Ing! "Bodily Injury" means: a. Physical harm, including sickness or disease, sustained by a person; b Menial anguish, injury or illness, or emotional distress resulting at any time from such Physical harm, sickness or disease; or c. Care, loss of services or death resulting at any time from such physical harm, sickness or disease. V. AMENDED INSURED CONTRACT DEFINITION — RAILROAD EASEMENT I. Subparagraph c. of the definllion of 'Insured contract" in DEFINITIONS (Section V) Is de- leted and replaced by the following: c. Any easement or license agreement, 2. Subparagraph C(l) of the definition of 'In- sured contract" In DEFINITIONS (Section V) Is deleted. W. AMENDED PROPERTY DAMAGE DEFINITION — TANGIBLE PROPERTY The definition of "property damage" In DEFINI- TIONS (Section V) is deleted and replaced by the following: "Property damage' means: a. Physical Injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the ame of the physical injury that caused It, or I. Premises owned by you, temporarily occu- b. Loss of use of tangible property that is not Pled by you with Pennfsslon of the owner, or Physically Injured. All such loss at use shag leased or rented to you; be deemed to occur at the time of the "occur - 2 Ongoing operations performed by you, or on rence" that caused it. your behalf, under a contract or agreement For the purposes of this insurance, tangible prop. with that person or organization; arty does not Include data. 3. 'Your work'; or CG D3 79 09 07 0 2007 The Travelers cwnpades, hn Page 7 of a COMMERCIAL GENERAL LIABILITY K The following definition is added to SECTION V — DEFINITIONS; 'Contracl or agreement requiring Insurance" means that part of any contract or agreement under which you are required to include a person or organization as an additional insured on this Coverage Part, provided that the 'bodily Injury" and "property damage" occurs, and the 'personal injury' Is caused by an offense committed: a. After you have entered into that contract or agreement; b. While that part of the contract or agreement is in effect; and c. Before the and of the policy period. Page 8 of 8 0 2007 The Tmetere cary WW. IM CG 03 79 09 07 Policy #BA01093233 THIS ENDORSEMENT CHANGES THE POLICY. PRASE READ IT CAREFULLY. AUTO COVERAGE PLUS ENDORSEMENT 7hk a+mamenwi MudOn bzaraM Pmvlded UnderdN (oftvft ma Ew Auld cOVt3t w Rm G9U RM DESCRRnW OF COVERAGE—TM endorsement cavamgL Hones, coveorpa roraW anoUHr� m!71betl �r or ale Pmvma�6 or ods aaammme m.r a edea or P+A. and � rnvesye 6madeaip provWans do nal appy m Sa: askrt amt ooverape b eerilded a Sotedby arch � eadors�ii, 71or bSaahq SsSnp b a pa&apt mver- apadesetptha arty Llrnlolbm and w dmians M@V appy m dorsa oavwaW Ftafd m a,n pnwbkra W arts err deraealert ad On rest N Tax 11iY b dna rlpMs duals. and Mtort is aid M not mvered. A. BLANWADDITKM 9MURED & BiPLOYEEHMAUTO C: UMPLOY®ABROL M Q WA"A ffARY PAYN®RB — UJMFASED LEM E. 7RARJW—DICRFASEDL.OAD CAPAgTT F M= AUTO PHYOWAL DAMAGE G. PHYSICAL OANA09 — TRAtIPMATION EKPEN3B—NCRLumLUET A BLANKSTADValari L#Xp)REO The hftft b added to Parapapb A1., Wha b Ant , Of SECTION a—CCWW=AUTO$ LIAHMMYCOVERAGM An Parte+ ararpetortlml des b espied wafer 8"00121o 1 10r0maimbdawyesaad asd Pepe Or erSfatrsOe % Vol Is tired ml W 90100• oeeaa and bd b hi :A.d be Pdq Pmol, to be eased as ae add. NFAW b ae'haaSW Ibr Covmd AUM ' cOR bat my Torte IDUM* WMW dft am at 40ed�a W!led � as m 4mmv ' se" a ISAn bond PIov CmdAid & ENROYE MMAUTO 1. The fd ft Is abed to AaApaph A.l. Wba IS An mmreq o<aL9MM ■ — OOV. E(iEDAUTOS UAEW.RY Wfi9tAG9: An'aepbyer W yams b an %,=ad' dela oPm'eft a eevend haw tied or ranbd order a amims of apraamt In an 1m- orre < mm atlb your Peata-, aaas H. AUDW, VISUAL AND DATA 02MRONLO EoUIPMW-WCREAsm Lailr L WAWMOFDFDBCTT3LE—GLASS I PEF9101MPROPERTY K AIMAGS L ARO LOAN LEASE BAP NL BLMEETVA WFROFMUMMATION Pe1Am t duals rented b On mdud of yoarbmhress, N, 1. repwa papjggwh b. in > mm p hlRCelm EOAOU N — B s- NM AUTO ODUNnOft b. For Hkd Ado Plyslaf Damapa Cover. ape, to TaaaWiV are damrd m he mu. wed hdnYyee a+m• (1) Any cmmad We` Tao Wsk Aha. eetorbomaK ed fYl AnyaYalad hrfa` bbd orseias by you►' ' uda a rar"a 5s as 'tntigee*r sine ai yea PemdUkNL SM Pit 1 h dii f@MW In dss candrrd d yam beat. nese. Hoaavor. sawasa fim l Is Mated, Lief, redad vbWM"d W& addear b 9119 covet" Olow, C, BSPLOYEWAsAzU= no mutt bedded lopaape"A.I. Whob An kWAVA rf SECTION D-CMEREDAUiDB LtAMTTYCa9B{A& COLT42002" OlgsTsaTm 11 ssreeeaCwww M�esawd Papa 1 d S ��l�daJdraeaOiaisaaaca F. COMMERCM AUTO Any OMMLges' m yam b ar'keesd' UMV us. In Yom u� oryo pomw aibb dual OM tim or banow D. 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(W TM CaYmapa Edaosbe dam ad appy to Ilk) Ary 'ado` OW Is IeMdk roved or bar- mxad wkk a diw; or IN Any ado` MW Is bbad. levied or bor- rowedbasyor'anpoyw. 4 PHYSICAL DAUAGE — TRANSPORTATION EXPENSES—IN REANEDLIART The faBagekrp replaaa do Dat serdmm in paa- BECTION N — PltYSICAL DAIIAM CDVM AGE WN VA Pay UP 10530 per dry m a mmdmm of 51.300 fork pmw bamporbdio0 togiam" kt- MRW bT )m beco m of the IaW SMR of a cm- aed'ade of Me p Nzb p=mWgPa IL AM06 MAL AND DATA, mmmoSm E QIRPfETifT—DMREASO LIDT DAMAGE CUVERADEb dddedm — igIY81CAL L VYA VERQFDEoUCTXU—HLAfis ThO bb. d b a W to PsraQa D, DedM9- PPIHI1r8B DpilAGE COVERAGE No do6icUble tars mwmd fplor v0 efpa b SIM daa w E go pia Is rW*W raav Ibar J. PERBONALPHOPM" The fs00nICp b aAkd to PasmapbA . Oomr OIsIfYEzbrAbM 11BE GwaIRAD&ar SECr10M >t! — gryliCAt. Piemnai PgcPsrb � Vib aA pay op Is am for Waage in ga afop ap. Pvd&M MWPMMM PnPelyubk;bb: M erneeabyastmaed;aW (t) IMWOMynarmeeradnow. 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The o up as not wiww under awry %%r- fanv, WW c- TMahtfepswmeaotlatentionay doted. m� ee up to a mwdpor stmow rot y L MoLOANLMLra P Tlw Aftft to adtw tOam PO A.41, COver- DAIIAGECO4BpAOE: PttY>NCN PaasatpetTylaflfowks Aulo Lou Lam Gap Coinnsip fa Priwde WBaevmdoto101811 aetooasmd'mdo•or tlfe pivffha shoaet b Um SdudOb 0bPmvldd waw:+ W Cov. &Kanbasemorlinfram* coracojW ksi to) Tha amount PH fadarme PAyshaff Domme � s0aidlufdllapfl'giormtl'aao� WAOIERCIALAUTO t�1 Mr• fal Ovmdffe lease or bmf payments at no 6me ollho omse. lb) FIRAWN P heposaa oder a Iwo for a =sM use, ahrormal wear and baardbh nAuW le) flocAl depoob riot mtuaea by ft ler sdr. (d) Coats lar fudeadtd vmmoees, Crodt Lfe ftwm o, Ibal4 Accident or DAW ft kmnm pffc vft Ce Iaea at llow and k) omry over taelances emm PMVIWe WAS orhum. K MANKETWANEROPRtIBROMTIDM TAa ftp teptats5 PmaRfih AS.. TQM Of RW is Or ROem y Aplm OWn To tis, 0( SECTION fY — SIUVA 98 ALTO COAM TIONS: 5, Transfer Of RWft Of R Komy ABelost Owers To Ds YW wise am fifrft of a my we ®1 here noatntt nay Iwsao or efystd�m ea Ida ex teal rc 1 1 of You 6q a ad fn foudtset sea. Wed febr to wT looddaar or wom . pl. vWedthatthis Om= aa'or'fosCalsasadof In opmtdlaafe esflempbkd M such con- No ft palm or such vm*wL m� CATe200215 waaaTaavanoab&M" ygw,I Mlk*b Pffpe3e13 +� gs+�+serdua ffnwfrm sent.. om.w�.re aaA TRAVELERS J k WORKERS COMPENSATION AND ONE Tewcit SQUARR EMPLOYERS LIABILITY POUCY HARTFORD, Cr 06103 ENDORSEMENT WC 99 03 76 ( A) — 001 POLICY NUMBER: UB8J034006 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA (BLANKET WAIVER) 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 organizallon named In the Schedule. The additional premium for this endorsement shall be 3 mium. Schedule Person or Organization ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO IHSS TO FURNISH THIS WAIVER. % of the California workers' compensation pre - Job Description This endorsement changes the policy to which It is attached and is effecffve on the dale Issued unless otherwise stated. (The InformaUon below Is required only when this endorsement Is Issued subsequent to preparation of the policy.) Endorsement Effective Policy No. Insured Insurance Company Countersigned by Endorsement No Premium DATE OF ISSUE: ST ASSIGN: Page 1 of 1 POLICY NUMBER: 680-6H441235 ISSUE DATE: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED ENTITY - NOTICE OF CANCELLATIONMONRENEWAL PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY CANCELLATION: NONRENEWAL: PERSON OR ORGANIZATION: ANY PERSON OR ORGANIZATION TO WHOM Y HAVE AGREED IN A WRITTEN CONTRACT T NOTICE OF CANCELLATION OR NONRENEWAL WILL BE GIVEN, BUT ONLY IF; SCHEDULE Number of Days Notice of Cancellation: 30 Number of Days Notice of Nonrenewal: 30 OD AT OF THIS POLICY 1. YOU SEND US A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, INCLUDING THE NAME AND ADDRESS OF SUCH PERSON OR ORGANIZATION, AFTER THE FIRST NAMED INSURED RECEIVES NOTICE FROM DS OF THE CANCELLATION OR NONRENEWAL OF THIS 2. WE RECEIVE SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THE BEGINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN IN THIS SCHEDULE. ADDRESS: THE ADDRESS FOR TEAT PERSON OR ORGANIZ- ATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US. PROVISIONS: A. If we cancel this policy for any statutorily permit- ted reason other than nonpayment of premium, and a number of days is shown for cancellation in the schedule above, we will mail notice of cancel. lation to the person or organization shown in the schedule above. We will mall such notice to the address shown in the schedule above at least the number of days shown for cancellation in the schedule above before the effective date of can- cellation POLICY; AND B. If we decide to not renew this policy for any statu- torily permitted reason, and a number of days is shown for nonrenewal in the schedule above, we will mail notice of the nonrenewal to the person or organization shown In the schedule above. We will mail such notice to the address shown in the schedule above at least the number of days shown for nonrenewal in the schedule above be- fore the expiration date. IL T4 00 12 09 0 2009 The Travelers indemnity Company Page 1 of 1