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HomeMy WebLinkAboutC-5740 - M/RSA for Irrigation Pump Preventative Maintenance and As-Needed Repairsq r r In V MAINTENANCE /REPAIR SERVICES AGREEMENT WITH PUMPMAN INC. FOR IRRIGATION PUMP PREVENTATIVE MAINTENANCE AND AS- NEEDED REPAIRS THIS MAINTENANCE /REPAIR SERVICES AGREEMENT ( "Agreement') is made and entered into as of this 1st day of April, 2014 ( "Effective Date "), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ( "City "), and Pumpman Inc., a California corporation ( "Contractor"), whose address is 5020 Bleecker Street, Baldwin Park, California 91706, and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City desires to engage Contractor to perform maintenance and/or repair services for City ('Project'). C. Contractor possesses the skill, experience, ability, background, certification and knowledge to provide the maintenance and /or repair services described in this Agreement. D. Contractor has examined the location of all proposed work, carefully reviewed and evaluated the specifications set forth by City for the Project, is familiar with all conditions relevant to the performance of services, and has committed to perform all work required for the compensation specified in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Agreement shall commence on the Effective Date, and shall terminate on March 31, 2019, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED 2.1 Contractor shall diligently perform all the services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ( "Services" or "Work "). As a material inducement to City entering into this Agreement, Contractor represents and warrants that Contractor is a provider of first class work and Contractor is experienced in performing the Work contemplated herein and, in light of such status and experience, Contractor covenants that it shall follow the highest industry standards in performing the Work required hereunder and that all materials will be of good quality. For purposes of this Agreement, the phrase "highest industry standards" shall mean those standards of practice recognized by one or more first -class firms performing similar work under similar circumstances. 2.2 Contractor shall perform all Work required to be performed, and shall provide and furnish all the labor, materials, necessary tools, expendable equipment and all utility and transportation services necessary for the Project. 3. TIME OF PERFORMANCE 3.1 Time is of the essence in the performance of Services under this Agreement and Contractor shall perform the Services in accordance with the schedule included in Exhibit A. In the absence of a specific schedule, the Services shall be performed to completion in a diligent and timely manner. The failure by Contractor to strictly adhere to the schedule set forth in Exhibit A, if any, or perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 3.2 Notwithstanding the foregoing, Contractor shall not be responsible for delays due to causes beyond Contractor's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice within two (2) calendar days of the occurrence causing the delay to the other party so that all delays can be addressed. 3.3 Contractor shall submit all requests for extensions of time for performance in writing to the Project Administrator as defined herein, not later than two (2) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Contractor's control. 3.4 For all time periods not specifically set forth herein, Contractor shall respond in the most expedient and appropriate manner under the circumstances, by fax, hand - delivery or mail. 4. COMPENSATION TO CONTRACTOR 4.1 City shall pay Contractor for the Services on a time and expense not -to- exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Except as otherwise provided herein, no rate changes shall be made during the term of this Agreement without the prior written approval of City. Contractor's compensation for all Services performed in accordance with this Agreement, including all reimbursable items, shall not exceed Sixty One Thousand Six Hundred Dollars and 00/100 ($61,600.00), without prior written amendment to the Agreement. 4.2 Upon the first anniversary of the Effective Date and upon each anniversary of the Effective Date thereafter, the billing rates set forth in Exhibit B ( "Billing Rates') shall be adjusted in proportion to changes in the Consumer Price Index, subject to the maximum adjustment set forth below. Such adjustment shall be made by multiplying the Billing Rates in Exhibit B by a fraction, the numerator of which is the Pumpman Inc. Page 2 value of the Consumer Price Index for the calendar month three (3) months preceding the calendar month for which such adjustment is to be made, and the denominator of which is the value of the Consumer Price Index for the same calendar month immediately prior to Effective Date. The Consumer Price Index to be used in such calculation is the "Consumer Price Index, All Items, 1982 -84 =100 for All Urban Consumers (CPI -U) ", for the Los Angeles- Riverside - Orange County Metropolitan Area, published by the United States Department of Labor, Bureau of Labor Statistics. If both an official index and one or more unofficial indices are published, the official index shall be used. If said Consumer Price Index is no longer published at the adjustment date, it shall be constructed by conversion tables included in such new index. In no event, however, shall the amount payable under this Agreement be reduced below the Billing Rates in effect immediately preceding such adjustment. The maximum adjustment increase to the Billing Rates, for any year where an adjustment is made pursuant to this Section, shall not exceed 2.5% of the Billing Rates in effect immediately preceding such adjustment. 4.3 Contractor shall submit monthly invoices to City describing the Work performed the preceding month. Contractor's bills shall include the name and /or classification of employee who performed the Work, a brief description of the Services performed and /or the specific task in the Scope of Services to which it relates, the date the Services were performed, the number of hours spent on all Work billed on an hourly basis, and a description of any reimbursable expenditures. City shall pay Contractor no later than thirty (30) calendar days after approval of the monthly invoice by City staff. 4.4 City shall reimburse Contractor only for those costs or expenses specifically identified in Exhibit B to this Agreement, or specifically approved in writing in advance by City. 4.5 Contractor shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Compensation for any authorized Extra Work shall be paid in accordance with Exhibit B. 5. PROJECT MANAGER 5.1 Contractor shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Contractor has designated Elton Link to be its Project Manager. Contractor shall not remove or reassign the Project Manager or any personnel listed in Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel. 5.2 Contractor, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of Services upon written request of City. Pumpman Inc. Page 3 Contractor warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 6. ADMINISTRATION This Agreement will be administered by the Municipal Operations Department. City's Parks and Trees Superintendent or designee shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES To assist Contractor in the execution of its responsibilities under this Agreement, City agrees to provide access to and upon request of Contractor, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Contractor's Work schedule. 8. TYPE AND INSTALLATION OF MATERIALS /STANDARD OF CARE 8.1 Contractor shall use only the standard materials described in Exhibit A in performing Services under this Agreement. Any deviation from the materials described in Exhibit A shall not be installed or utilized unless approved in advance and in writing by the Project Administrator. 8.2 All of the Services shall be performed by Contractor or under Contractor's supervision. Contractor represents that it possesses the personnel required to perform the Services required by this Agreement, and that it will perform all Services in a manner commensurate with highest industry standards. All Services shall be performed by qualified and experienced personnel who are not employed by City. By delivery of completed Work, Contractor certifies that the Work conforms to the requirements of this Agreement and all applicable federal, state and local laws and the industry standard. 8.3 Contractor represents and warrants to City that it has, shall obtain and shall keep in full force and effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Contractor to practice its profession. Contractor shall maintain a City of Newport Beach business license during the term of this Agreement. 8.4 Contractor shall not be responsible for delay, nor shall Contractor be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, acts of God, or the failure of City to furnish timely information or to approve or disapprove Contractor's Work promptly, or delay or faulty performance by City, contractors, or governmental agencies. Pumpman Inc. Page 4 9. RESPONSIBILITY FOR DAMAGES OR INJURY 9.1 City and all officers, employees and representatives thereof shall not be responsible in any manner for any loss or damage to any of the materials or other things used or employed in performing the Project or for injury to or death of any person as a result of Contractor's performance of the Services required hereunder; or for damage to property from any cause arising from the performance of the Project by Contractor, or its subcontractors, or its workers, or anyone employed by either of them. 9.2 Contractor shall be responsible for any liability imposed by law and for injuries to or death of any person or damage to property resulting from defects, obstructions or from any cause arising from Contractor's Work on the Project, or the Work of any subcontractor or supplier selected by Contractor. 9.3 To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers, and employees (collectively, the "Indemnified Parties ") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims "), which may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Agreement, any Work performed or Services provided under this Agreement including, without limitation, defects in workmanship or materials or Contractor's presence or activities conducted on the Project (including the negligent and /or willful acts, errors and /or omissions of Contractor, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them). 9.4 Notwithstanding the foregoing, nothing herein shall be construed to require Contractor to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorneys' fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Contractor. 9.5 Contractor shall perform all Work in a manner to minimize public inconvenience and possible hazard, to restore other work areas to their original condition and former usefulness as soon as possible, and to protect public and private property. Contractor shall be liable for any private or public property damaged during the performance of the Work by Contractor or its agents. 9.6 To the extent authorized by law, as much of the money due Contractor under and by virtue of the Agreement as shall be considered necessary by City may be Pumpman Inc. Page 5 retained by it until disposition has been made of such suits or claims for damages as aforesaid. 9.7 The rights and obligations set forth in this Section shall survive the termination of this Agreement. 10. INDEPENDENT CONTRACTOR It is understood that City retains Contractor on an independent contractor basis and Contractor is not an agent or employee of City. The manner and means of conducting the Work are under the control of Contractor, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. No civil service status or other right of employment shall accrue to Contractor or its employees. Nothing in this Agreement shall be deemed to constitute approval for Contractor or any of Contractor's employees or agents, to be the agents or employees of City. Contractor shall have the responsibility for and control over the means of performing the Work, provided that Contractor is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Contractor as to the details of the performance of the Work or to exercise a measure of control over Contractor shall mean only that Contractor shall follow the desires of City with respect to the results of the Services. 11. COOPERATION Contractor agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the Work to be performed. City agrees to cooperate with Contractor on the Project. 12. CITY POLICY Contractor shall discuss and review all matters relating to policy and Project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. 13. PROGRESS Contractor is responsible for keeping the Project Administrator informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. 14. INSURANCE Without limiting Contractor's indemnification of City, and prior to commencement of Work, Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit C, and incorporated herein by reference. Pumpman Inc. Page 6 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 Contractor, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Contractor is a partnership or joint- venture or syndicate or cotenancy, which shall result in changing the control of Contractor. Control means fifty percent (50 %) 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. Contractor shall be fully responsible to City for all acts and omissions of any subcontractor. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the 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 Each and every report, draft, map, record, plan, document and other writing produced (hereinafter "Documents "), prepared or caused to be prepared by Contractor, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Contractor or any other party. Contractor shall, at Contractor's expense, provide such Documents to City upon prior written request. 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. RECORDS Contractor shall keep records and invoices in connection with the Services to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Services, expenditures and disbursements charged to City, for a minimum period of three (3) Pumpman Inc. Page 7 years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Contractor shall allow inspection of all Work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 20. WITHHOLDINGS City may withhold payment to Contractor of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Contractor shall not discontinue Work as a result of such withholding. Contractor shall have an immediate right to appeal to the City Manager or his/her designee with respect to such disputed sums. Contractor shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 21. CITY'S RIGHT TO EMPLOY OTHER CONTRACTORS City reserves the right to employ other contractors in connection with the Project. 22. CONFLICTS OF INTEREST 22.1 Contractor or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act "), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 22.2 If subject to the Act, Contractor shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Contractor shall indemnify and hold harmless City for any and all claims for damages resulting from Contractor's violation of this Section. 23. NOTICES 23.1 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. 23.2 All notices, demands, requests or approvals from Contractor to City shall be addressed to City at: Pumpman Inc. Page 8 Attn: Parks and Trees Superintendent Municipal Operations Department City of Newport Beach 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658 23.3 All notices, demands, requests or approvals from City to Contractor shall be addressed to Contractor at: Attn: Elton Link Pumpman Inc. 5020 Bleecker Street Baldwin Park, CA 91706 1601 01W- 11IjjK Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under this Agreement, Contractor shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. Contractor's acceptance of the final payment shall constitute a waiver of all claims for compensation under or arising out of this Agreement except those previously made in writing and identified by Contractor in writing as unsettled at the time of its final request for payment. Contractor and City expressly agree that in addition to any claims filing requirements set forth in the Agreement, Contractor shall be required to file any claim Contractor may have against City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). 25. TERMINATION 25.1 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. 25.2 Notwithstanding the above provisions, City shall have the right, at its sole and absolute discretion and without cause, of terminating this Agreement at any time by giving no less than seven (7) calendar days' prior written notice to Contractor. In the event of termination under this Section, City shall pay Contractor for Services satisfactorily performed and costs incurred up to the effective date of termination for which Contractor has not been previously paid. On the effective date of termination, Pumpman Inc. Page 9 Contractor shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 26. LABOR 26.1 Contractor shall conform with all applicable provisions of state and federal law including, but not limited to, applicable provisions of the federal Fair Labor Standards Act ( "FLSA ") (29 USCA § 201, et seq.). 26.2 Whenever Contractor has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of this Agreement, Contractor shall immediately give written notice to City, and provide all relevant information. 26.3 Contractor represents that all persons working under this Agreement are verified to be U.S. citizens or persons legally authorized to work in the United States. 26.4 To the fullest extent permitted by law, Contractor shall indemnify, defend, and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers, and employees from loss or damage, including but not limited to attorneys' fees, and other costs of defense by reason of actual or alleged violations of any applicable federal, state and local labor laws or law, rules, and /or regulations. This obligation shall survive the expiration and/or termination of the Agreement. 27. STANDARD PROVISIONS 27.1 Recitals. City and Contractor acknowledge that the above Recitals are true and correct and are hereby incorporated by reference. 27.2 Compliance with all Laws. Contractor shall, at its own cost and expense, comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by Contractor shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 27.3 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. 27.4 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. Pumpman Inc. Page 10 27.5 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. 27.6 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. 27.7 Amendments. This Agreement may be modified or amended only by a written document executed by both Contractor and City and approved as to form by the City Attorney. 27.8 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. 27.9 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. 27.10 Egual Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, age or any other impermissible basis under law. 27.11 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. 27.12 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [SIGNATURES ON NEXT PAGE] Pumpman Inc. Page 11 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: By: Aaron C. Varp City Attorney ATTEST: Date: �' 2 I By - Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: 'g By: Mike Pisani Acting Director CONTRACTOR: Pumpman Inc., a California c99rp_oration Date: /-26 Z-49 By: Eric President [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements Pumpman Inc. Page 12 EXHIBIT A SCOPE OF SERVICES Pumpman Inc. Page A -1 SCOPE OF SERVICES • INTENT o The intent of this Request for Proposal is to select and enter into a five -year maintenance agreement with the highest - qualified Contractor that will provide annual preventative maintenance and as- needed repairs to eight different irrigation pumps and motors located throughout the City. • DESCRIPTION OF PROJECT o Furnish all labor, equipment, materials, and supervision to provide annual preventative maintenance service and as- needed repairs for irrigation pumps and motors located throughout the City of Newport Beach. • WORKING HOURS o Normal working hours shall be between the hours of 7:00 a.m. and 4:00 p.m., Monday through Friday. • LEVEL OF MAINTENANCE • All work shall be performed in accordance with the HIGHEST INDUSTRY STANDARDS, as stated in the enclosed maintenance specification description. Standards and frequencies may be modified from time to time as deemed necessary by the City for the proper maintenance of the sites. • If, in the judgment of the City, the level of maintenance is less than that specified herein, the City shall, at its option, in addition to or in lieu of other remedies provided herein, withhold appropriate payment from the Contractor until services are rendered in accordance with specifications set forth within this document and providing no other arrangements have been made between the Contractor and the City. Failure to notify of a change and /or failure to perform an item or work on a scheduled day may, at the City's sole discretion, result in deduction of payment for that date, week, or month. Payment will be retained for work not performed until such time as the work is performed to City standard. o The Contractor is required to correct deficiencies within the time specified by the City. If noted deficient work has not been completed, payment for subject deficiency shall be withheld and shall continue to be withheld until deficiency is corrected, without right to retroactive payments. o The Contractor shall diligently perform all the services described in the Scope of Services ( "Services" or "Work "). As a material inducement to City entering into this Agreement, Contractor represents and warrants that Contractor is a provider of first class work and Contractor is experienced in performing the Work contemplated herein and, in light of such status and experience, Contractor covenants that it shall follow the highest industry standards in performing the Work required hereunder and that all materials will be of good quality. For purposes of this Agreement, the phrase "highest industry standards" shall mean those standards of practice recognized by one or more first -class firms performing similar work under similar circumstances. o The Contractor shall perform all Work required to be performed, and shall provide and furnish all the labor, materials, necessary tools, expendable equipment and all utility and transportation services necessary for the Project. • SUPERVISION OF CONTRACT o All work shall meet with the approval of the Project Administrator. Any specific problem area which does not meet the conditions of the specifications set forth herein shall be called to the attention of the Contractor and if not corrected, payment to the Contractor will not be made until condition is corrected in a satisfactory manner as set forth in the specifications. • RESPONSIBILITY FOR DAMAGES OR INJURY o City and all officers, employees and representatives thereof shall not be responsible in any manner for any loss or damage to any of the materials or other things used or employed in performing the Project or for injury to or death of any person as a result of Contractor's performance of the Services required hereunder; or for damage to property from any cause arising from the performance of the Project by Contractor, or its subcontractors, or its workers, or anyone employed by either of them. o Contractor shall be responsible for any liability imposed bylaw and for injuries to or death of any person or damage to property resulting from defects, obstructions or from any cause arising from Contractor's Work on the Project, or the Work of any subcontractor or supplier selected by Contractor. o To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers, and employees (collectively, the "Indemnified Parties ") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims'), which may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Agreement, any Work performed or Services provided under this Agreement including, without limitation, defects in workmanship or materials or Contractor's presence or activities conducted on the Project (including the negligent and /or willful acts, errors and /or omissions of Contractor, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them). • CORRESPONDENCE o All correspondence shall be addressed to Parks and Trees Superintendent, Municipal Operations Department, City of Newport Beach, PO Box 1768, Newport Beach, CA 92658 -8915. • PREVENTATIVE MAINTENANCE o Contractor shall be responsible for annually: lubricating bearings (if necessary), cleaning area of debris, painting, and performing a diagnostics test. Contractor shall advise the City representative on its recommendations for any necessary repairs after the diagnostics testing. o Contractor will provide the City with a preventative maintenance schedule detailing items that will be reviewed and any maintenance completed. o City will provide information detailing the location of each pump and any additional information available. o City reserves the right to add or delete pump units as deemed necessary. In the event of adding a new pump unit, the City will request will provide the Contractor with the pump and motor details and request an annual preventative maintenance cost. The Contractor will provide the annual cost in writing to the Project Administrator. No work shall be performed on the new pump until the cost is approved by the Project Administrator. If a unit is removed from service the total annual preventative maintenance cost will be updated to reflect the reduction in service. • AS- NEEDED REPAIR SERVICES o Pick up and delivery of electric motors and pumps to and from city facilities to shop location. o Provide labor, materials, and equipment to perform repairs to electric motors and pumps ranging from three to fifteen horsepower. Repairs may include, but not limited to the following: • Disassembly • Rewind • Oil seal replacement • Bearing replacement, • On -site diagnostic services, • Insulation testing, • Vibration analysis, and • Surge testing. • Contractor must be able to provide reports of diagnostic services, repairs, and cause of failure summaries. • Contractor shall provide cost analysis of major repair cost verses cost of new motor. • Contractor shall provide to the City old or replaced parts from completed repairs upon request. • Contractor shall be able to provide new motor proposals. • When the need for repair services arises, the City shall request in writing, the necessary maintenance repair services required in adequate detail. Contractor shall then provide a letter proposal for Services requested by the City (hereinafter referred to as the "Letter Proposal "). The Letter Proposal shall include the following: • A detailed description of the Services to be provided; • The estimated number of hours and cost to complete the Services; and • The time needed to finish the specific Project. • City will assess the Letter Proposal to ensure that services and costs proposed are commensurate with those provided in the Contractor's RFP response. No Services shall be provided until the City has provided written acceptance of the Letter Proposal. Once authorized to proceed, Contractor shall diligently perform the duties in the approved Letter Proposal. EXHIBIT B SCHEDULE OF BILLING RATES Pumpman Inc. Page B -1 ATTACHMENT D: PROPOSAL OFFER FORM Instructions: Proposers may submit pricing Information on their own forms but this Proposal Offer Form must also be completed. Complete this form, sign, and remit as part of your Proposal as Attachment D. UNIT PRICES A. The Contractor agrees that for requested and/or required changes In the scope of work, Including additions and deletions on work not performed,the Contract Sum shall be adjusted in accordance with the following unit prices, where the City elects to use this method In determining costs. B. Contractor Is advised that the unit prices will enter Into the determination of the contract award. Unreasonable prices may result In rejection of the entire bid proposal. C. The unit price quoted by the Contractor shall be those unit prices that will be charged or credited for labor be provided regardless of the total number units and /or amount of labor required for added or deleted items of work. D. All work shall be performed in accordance with specifications described in the RFP Unit Costs per Pump Cost for annual maintenance Coastal Peak Park $ 690.00 Grant Howald Park $ 690.00 Lincoln Athletic Center $ 690.00 Peninsula Park $ 964.00 *See A below San Miguel Park $ 736.00 Ridge Park Rd #164 Pump $ 907.00 *See A below Ridge Park Rd #165 Pump $ 907.00 *See A below West Newport Park $ 736.00 Sunset Ridge Park $ (11'i!! request when infa•n+aria+t Is nnnilnGlc) TotalAnnual Preventative Maintenance (Not $ 6320.00 Including Sunset Ridge Park) CYC Park Pump was included in the pictures and system infom+alion in Addendum A, it was not listed in RFP thus it is not included in proposal. Performance Bond will be at additional cost to contract if awarded. Pick up and delivery of electric motors and pumps to and from city facilities to shop location if required will be charged at the proposed labor rates. A - Includes annual rebuild of Pilot operated Pressure Regulating Valve. D1 I Page As- Needed Repair Services Regulcn'How-ly Regina" A,/ter-How's Aflei -Horns lwaterials Rate Minims m How's Hourly Rate* it'lininaon Hours Charge 135.00 for Tecli * ** Weekday Beginning Ending S202.50 for Tech * ** Helper Hourly No greater than Service Suervisor p Manager Service Rates 5 %of See rate table below 4 hr(s) See rate table below 4 hr(s) comracloTs for addition labor Hourly for addition labor cost ** classifications 4:00 P.M. classifications and $110.00 $125.00 $150.00 $160.00 premium rates 4:00 P.M. 8:00 P.M. °•� . °ri;me- eetside- t {ie�'egulaK -hen' -: arse nett °- •- °°r:°•i€ s said holidays- See labor rate table below. " *Project Administrator reserves the right to request that all original receipts of materials be turned In with Invoices before Contractor Is paid. The undersigned cer7ifies that submission of this Proposal is made without Prior understanding, arrangement, agreement, or connection with alpr corporation, frr'rn or Person submitting a Proposal Jot, the same services, and is ht all respects fair and without collusion of j•aud. The undersigned certifies that they have not entered Into any air angenrenl or agreement ivith any City of Newport Beachpublic q1f1cer. The undersigned understands collusive practices are a violation of State and Federallo at ct7�y'esrrh in fames, prison sentences, and civil damage awards. �� �r/�l i .Z_ / / � .. Proposer Sig�ahjFe Date s,�6 w5m Printed Name and Title LABOR RATE TABLE Shop Field Project Weekday Beginning Ending Tech. Hourly Helper Hourly Rebuild/ Repair Service Suervisor p Manager Service Rates Hourly Hourly Hourly Regular 7:00 A.M. 4:00 P.M. $135.00 $110.00 $125.00 $150.00 $160.00 Overtime 4:00 P.M. 8:00 P.M. $202.50 5165.00 $187.50 $225.00 $240.00 Premium 8:00 P.M. 7:00 A.M. $270.00 $220.00 $250.00 $300.00 $320.00 N_21e: On each weekday, first 8 hours customer is charged at regular rate, next 4 hours charged at overtime rate, after 12 hours charged at premium rate. Saturday Service Rates: First S hours customer charged at overtime rate, all other hours charged at premium rate Sundays and Malor Holidays: All hours charged at premium rate New Year, Memorial Day. W' of July, Labor Day, Thanksgiving and Christmas Day DI I Page EXHIBIT C INSURANCE REQUIREMENTS — MAINTENANCE /REPAIRIJANITORIAL SERVICES 1. Provision of Insurance. Without limiting Contractor's indemnification of City, and prior to commencement of Work, Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Contractor agrees to provide insurance in accordance with requirements set forth here. If Contractor uses existing coverage to comply and that coverage does not meet these requirements, Contractor agrees to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 3. Coverage Reguirements. A. Workers' Compensation Insurance. Contractor shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. Contractor shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers. B. General Liability Insurance. Contractor shall maintain commercial general liability insurance and, if necessary, umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) general aggregate. The policy shall cover liability arising from premises, operations, products - completed operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract) with no endorsement or modification limiting the scope of coverage for liability assumed under a contract. C. Automobile Liability Insurance. Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Contractor arising out of or in connection with Work to be performed under this Pumpman 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. 4. 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 elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Contractor or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subconsultants. B. Additional Insured Status. All liability policies including general liability, excess liability, pollution liability, and automobile liability, if required, shall provide or be endorsed to provide that City and its officers, officials, employees, and agents shall be included as insureds under such policies. C. Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self - insurance maintained by City. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days notice of cancellation (except for nonpayment for which ten (10) calendar days notice is required) or nonrenewal of coverage for each required coverage. 5. Additional Agreements Between the Parties. The parties hereby agree to the following: A. Evidence of Insurance. Contractor shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. B. City's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Contractor sixty (60) calendar days advance written notice of such change. If such change results in substantial Pumpman Inc. Page C -2 additional cost to Contractor, City and Contractor may renegotiate Contractor's compensation. C. Right to Review Subcontracts. Contractor agrees that upon request, all agreements with subcontractors or others with whom Contractor enters into contracts with on behalf of City will be submitted to City for review. Failure of City to request copies of such agreements will not impose any liability on City, or its employees. D. Enforcement of Agreement Provisions. Contractor acknowledges and agrees that any actual or alleged failure on the part of City to inform Contractor of non - compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. E. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. F. Self- insured Retentions. Any self- insured retentions must be declared to and approved by City. City reserves the right to require that self- insured retentions be eliminated, lowered, or replaced by a deductible. Self - insurance will not be considered to comply with these requirements unless approved by City. G. City Remedies for Non - Compliance If Contractor or any sub - consultant fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this Agreement, or to suspend Contractor's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Contractor or reimbursed by Contractor upon demand. H. Timely Notice of Claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor's performance under this Contract, and that involve or may involve coverage under any of the required liability policies. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. I. Contractor's Insurance. Contractor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own Pumpman Inc. Page C -3 judgment may be necessary for its proper protection and prosecution of the Work. Pumpman Inc. Page C -4 A �°r CERTIFICATE OF LIABILITY INSURANCE U 0ATE 3 /11 ODIY/2014 4 03/11 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 1- 818- 539 -2300 Arthur J. Gallagher & Co. Insurance Brokers of California, Inc. License #0726293 505 North Brand Boulevard, Suite 600 CONTACT NAME: PHONE FA% NC, No: E d1AIL ADDRESS: INSURERS AFFORDING COVERAGE NAIC# Glendale, CA 91203 -3944 Marisa_ BerreraMajg.com INSURER A: TRAVELERS IND CO OF CT 25682 INSURED INSURER B: TRAVELERS PROP CAS CO OF AMER 25674 INSURERC: Pumpman, luc. INSURER O: 5020 Bleecker Street INSURER E: MED EXP(Any one ersm) Baldwin Park, CA 91706 CLAIMS -MADE FICIOCCUR INSURER F C0%1ERAGES CERTIFICATE NUMBER: 38774226 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDLE n POLICY NUMBER POLICY /IYYYY MMfDIVYYYPY LIMITS • GENERAL LIABILITY DT22- CO- 6A323827- TCT -13 09/10/1 09/10/14 EACHOCCURRENCE $ 1,000,000 X COMMERCIAL GENERAL LIABILITY -DAMAGE TO -RENTED PREMISES E rrence $ 300,000 MED EXP(Any one ersm) $5,000 CLAIMS -MADE FICIOCCUR PERSONALS ADV INJURY $ 1,000,000 X PD Deductible: $2,500 GENERAL AGGREGATE $ 2,000,000 GENL AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG $2.000,000 $ POLICY M PRO- LOC • AUTOMOBILE LIABILITY DT- 810 - 6A323827- TCT -13 09 10 1 ° 0 14 COMBINED SINGLE LIMIT E acadent 1,000,000 BODILY INJURY (Per Person) $ X ANY AUTO BODILY INJURY (P., accid.m) $ ALL OWNED SCHEDULED AUTOS AUTOS NON -OWNED X HIRED AUTOS X AUTOS PROPERTY DAMAGE (Par aWd,nt) $ $ B X UMBRELLA LIAR X OCCUR DTSM- CUP - 6A323827- TIL -13 09/10/1 09/10/14 EACH OCCURRENCE $4,000,000 AGGREGATE $4,000,000 EXCESS LIAR CWMS -MADE DED I X I RETENTION$ 10, 000 $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETORIPARTNERIEXECUTIVE OFFICERIMEMBER EXCLUDED? (Mandatory In NH) NIA DTJ- IIB- 5D58907 -7-13 09/01/1 09/01/14 X WC STIMT I OTH- E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EAEMPLOVE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 If a, describe ..d., DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS I LOCATIONS /VEHICLES (Aaach ACORD 101, Additional Remarks Schedule, if more apace is required) City of Newport Beach and its officers, officials, employees, and agents shall be included as insureds under such policies, only when required by valid written contract or an agreement with the named insured, per attached endorsement forms # CG D3 16 11 11 & CG D2 46 08 05; and Additional Insured for Auto Liability, per attached endorsement form # CA T3 53 03 10. Insurance is primary and non - contributory per attached fors #a CG 00 01 10 01 & CG D4 20 07 08. Waiver of subrogation applies for Workers' Compensation, General and Auto Liability, per attached forms # WC 99 03 76, CG D3 16 11 11 and CA T3 53 03 10. Cancellation endorsement are attached. rmmrmrr ATE HOLDER CANCEI I ATIr)N ACORD 25 (2010105) marisa 38774226 ®1988 -2010 ACORD CORPORATION. Au rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Newport Beach Municipal Operations Director THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. P.O. Box 1768 Newport Beach , CA 92659 AUTHORRED REPRESENTATIVE USA ACORD 25 (2010105) marisa 38774226 ®1988 -2010 ACORD CORPORATION. Au rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER:DT- 810- 6A323827- TCT -13 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modi- fied by the endorsement. GENERAL DESCRIPTION OF COVERAGE - This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BROAD FORM NAMED INSURED B. BLANKET ADDITIONAL INSURED C. EMPLOYEE HIRED AUTO D. EMPLOYEES AS INSURED E. SUPPLEMENTARY PAYMENTS - INCREASED LIMITS F. HIRED AUTO - LIMITED WORLDWIDE COVERAGE - INDEMNITY BASIS G. WAIVER OF DEDUCTIBLE -GLASS PROVISK)NS A- BROAD FORM NAMED INSURED The following is added to Paragraph A.I. , Who Is An Insured, of SECTION II - LIABILITY COV- ERAGE: Any organization you newly acquire or form dur- ing the policy period over which you maintain 50% or more ownership interest and that is not separately insured for Business Auto Coverage. Coverage under this provision is afforded only un- fit the 180th day after you acquire or form the or- ganization or the end of the policy period, which- ever is earlier. B. BLANKET ADDITIONAL INSURED H. HIRED AUTO PHYSICAL DAMAGE - LOSS OF USE - INCREASED LIMIT 1. PHYSICAL DAMAGE - TRANSPORTATION EXPENSES - INCREASED LIMIT J. PERSONAL EFFECTS K. AIRBAGS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS M. BLANKET WAIVER OF SUBROGATION N. UNINTENTIONAL ERRORS OR OMISSIONS executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to be named as an addi- tional insured is an "insured" for Liability Cover- age, but only for damages to which this insurance applies and only to the extent that person or or- ganization qualifies as an "insured" under the Who Is An Insured provision contained in Section I. C. EMPLOYEE HIRED AUTO 1. The following is added to Paragraph A.1., Who Is An Insured, of SECTION II - LI- ABILITY COVERAGE: The following is added to Paragraph c. in A.1., An 'employee" of yours is an "insured" while Who Is An Insured, of SECTION II - LIABILITY operating an "auto" hired or rented under a COVERAGE: contract or agreement in that "employee's" person or organization who is required under name, with your permission, while performing Any Pe 9 q duties related to the conduct of your busi- a written contract or agreement between you and ness. that person or organization, that is signed and CA T3 53 03 10 ® 2010 The Travelers Indemnity Company. Page 1 of 4 Indudes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL AUTO 2. The following replaces Paragraph b. in B.5., Other Insurance, of SECTION IV — BUSI- NESS AUTO CONDITIONS: b. For Hired Auto Physical Damage Cover- age, the following are deemed to be cov- ered "autos" you own: (1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered "auto" hired or rented by your "employee" under a contract in that individual "employee's" name, with your permission, while perform- ing duties related to the conduct of your business. However, any "auto" that is [eased, hired, rented or borrowed with a driver is not a covered "auto ". D. EMPLOYEES AS INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION 11 — LIABILITY COW ERAGE: Any "employee" of yours is an "insured" while us- ing a covered "auto" you don't own, hire or borrow in your business or your personal affairs. E. SUPPLEMENTARY PAYMENTS — INCREASED LIMITS 1. The following replaces Paragraph A.2.a.(2), of SECTION 11— LIABILITY COVERAGE: (2) Up to $3,000 for cost of bail bonds (in- cluding bonds for related traffic law viola- tions) required because of an "accident" we cover. We do not have to furnish these bonds. 2. The following replaces Paragraph A.2.a.(4), of SECTION 11— LIABILITY COVERAGE: (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day be- cause of time off from work. F. HIRED AUTO — LIMITED WORLDWIDE COV- ERAGE— INDEMNITY BASIS The following replaces Subparagraph (5) in Para- graph B.7., Policy Period, Coverage Territory, of SECTION IV — BUSINESS AUTO CONDI- TIONS: (5) Anywhere in the world, except any country or jurisdiction while any trade sanction, em- bargo, or similar regulation imposed by the United States of America applies to and pro- hibits the transaction of business with or within such country or jurisdiction, for Liability Coverage for any covered "auto" that you lease, hire, rent or borrow without a driver for a period of 30 days or less and that is not an "auto" you lease, hire, rent or borrow from any of your "employees ", partners (if you are a partnership), members (if you are a limited liability company) or members of their house- holds. (a) With respect to any claim made or "suit" brought outside the United States of America, the territories and possessions of the United States of America, Puerto Rico and Canada: (1) You must arrange to defend the "in- sured" against, and investigate or set- tle any such claim or "suit" and keep us advised of all proceedings and ac- tions. (ii) Neither you nor any other involved "insured" will make any settlement without our consent. (iii) We may, at our discretion, participate in defending the "insured" against, or in the settlement of, any claim or "suit ". (iv) We will reimburse the "insured" for sums that the "insured" legally must pay as damages because of "bodily injury" or "property damage" to which this insurance applies, that the "in- sured" pays with our consent, but only up to the limit described in Para- graph C., Limit Of Insurance, of SEC- TION II — LIABILITY COVERAGE. (v) We will reimburse the "insured" for the reasonable expenses incurred with our consent for your investiga- tion of such claims and your defense of the "insured" against any such "suit ", but only up to and included within the limit described in Para- graph C., Limit Of Insurance, of SECTION 11 — LIABILITY COVER- . AGE, and not in addition to such limit. Our duty to make such payments ends when we have used up the ap- plicable limit of insurance in pay- ments for damages, settlements or defense expenses. (b) This insurance is excess over any valid and collectible other insurance available Page 2 of 4 @2010 The Travelers Indemnity company. CA T3 53 0310 Includes copyrighted material of Insurance Services Office, Inc. with its permission. to the "insured" whether primary, excess contingent or on any other basis. (c) This insurance is not a substitute for re- quired or compulsory insurance in any country outside the United States, its ter- ritories and possessions, Puerto Rico and Canada. You agree to maintain all required or compulsory insurance in any such coun- try up to the minimum limits required by local law. Your failure to comply with compulsory insurance requirements will not invalidate the coverage afforded by this policy, but we will only be liable to the same extent we would have been liable had you complied with the compulsory in- surance requirements. (d) It is understood that we are not an admit- ted or authorized insurer outside the United States of America, its territories and possessions, Puerto Rico and Can- ada. We assume no responsibility for the furnishing of certificates of insurance, or for compliance in any way with the laws of other countries relating to insurance. G. WAIVER OF DEDUCTIBLE — GLASS The following is added to Paragraph D., Deducti- ble, of SECTION III — PHYSICAL DAMAGE COVERAGE: No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF USE — INCREASED LIMIT The following replaces the last sentence of Para- graph AA.b., Loss Of Use Expenses, of SEC- TION III— PHYSICAL DAMAGE COVERAGE: However, the most we will pay for any expenses for loss of use is $65 per day, to a maximum of $750 for any one "accldenC. I. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT The following replaces the first sentence in Para- graph A.4.a., Transportation Expenses, of SECTION III — PHYSICAL DAMAGE COVER- AGE: We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense in- curred by you because of the total theft of a cov- ered "auto" of the private passenger type. COMMERCIAL AUTO J. PERSONAL EFFECTS The following is added to Paragraph AA., Cover- age Extensions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Personal Effects We will pay up to $400 for "loss" to wearing ap- parel and other personal effects which are: (1) Owned by an "insured "; and (2) In or on your covered "auto'. This coverage applies only in the event of a total theft of your covered "auto ". No deductibles apply to this Personal Effects coverage. K. AIRBAGS The following is added to Paragraph B.3., Exclu- sions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does not apply to "loss" to one or more airbags in a covered "auto" you own that in- flate due to a cause other than a cause of "loss" set forth in Paragraphs A.1.b. and A.1.c., but only: a. If that 'auto" is a covered "auto" for Compre- hensive Coverage under this policy; b. The airbags are not covered under any war- ranty; and c. The airbags were not intentionally inflated. We will pay up to a maximum of $1,000 for any one "loss". L- NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS The following is added to Paragraph A.2.a., of SECTION IV —BUSINESS AUTO CONDITIONS: Your duty to give us or our authorized representa- tive prompt notice of the "accident" or "loss" ap- plies only when the "accident" or "loss" is known to: (a) You (if you are an individual); (b) A partner (f you are a partnership); (c) A member (d you are a limited liability com- pany); (d) An executive officer, director or insurance manager (if you are a corporation or other or- ganization); or (e) Any "employee" authorized by you to give no- tice of the "accident" or "loss". CA T3 53 03 10 ® 2010 The Travelers Indemnity Company. Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL AUTO M. BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A.5., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — BUSINESS AUTO CONDI- TIONS: 5. Transfer Of Rights Of Recovery Against Others To Us We waive any right of recovery we may have against any person or organization to the ex- tent required of you by a written contract signed and executed prior to any "accident" or "loss ", provided that the "accident' or "loss" arises out of operations contemplated by such contract. The waiver applies only to the person or organization designated in such contract. N. UNINTENTIONAL ERRORS OR OMISSIONS The following is added to Paragraph B.2., Con- cealment, Misrepresentation, Or Fraud, of SECTION IV — BUSINESS AUTO CONDITIONS: The unintentional omission of, or unintentional error in, any information given by you shall not prejudice your rights under this insurance. How- ever this provision does not affect our right to col- lect additional premium or exercise our right of cancellation or non - renewal. Page 4 of 4 ® 2010 The Travelers indemnity Company. CA T3 53 03 10 Includes copyrighted material of Insurance services Office, Inc. with its permission. L J m =_ o a= o= o E 006324 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CALIFORNIA CHANGES - CANCELLATION AND NONRENEWAL This endorsement modifies insurance provided under the following CAPITAL ASSETS PROGRAM (OUTPUT POLICY) COVERAGE PART COMMERCIAL AUTOMOBILE COVERAGE PART COMMERCIAL GENERAL LIABILITY COVERAGE PART COMMERCIAL INLAND MARINE COVERAGE PART COMMERCIAL PROPERTY COVERAGE PART CRIME AND FIDELITY COVERAGE PART EMPLOYMENT - RELATED PRACTICES LIABILITY COVERAGE PART EQUIPMENT BREAKDOWN COVERAGE PART FARM COVERAGE PART LIQUOR LIABILITY COVERAGE PART MEDICAL PROFESSIONAL LIABILITY COVERAGE PART POLLUTION LIABILITY-COVERAGE PART PRODUCTS /COMPLETED OPERATIONS LIABILITY COVERAGE PART A. Paragraphs 2., 3. and 5. of the Cancellation Common Policy Condition are replaced by the fol- lowing: 2. All Policies In Effect For 60 Days Or Less If this policy has been in effect for 60 days or less, and is not a renewal of a policy we have previously issued, we may cancel this policy by mailing or delivering to the first Named In- sured, at the mailing address shown in the policy, and to the producer of record, advance written notice of cancellation, stating the rea- son for cancellation, at least: a. 10 days before the effective date of can- cellation if we cancel for: (1) Nonpayment of premium; or (2) Discovery of fraud by: (a) Any insured or his or her repre- sentative in obtaining this insur- ance: or (b) You or your representative in pursuing a claim under this pol- icy. b. 30 days before the effective date of can- cellation if we cancel for any other rea- son. 3. All Policies In Effect For More Than 60 Days a. If this policy has been in effect for more than 60 days, or is a renewal of a policy IL 02 70 08 11 we issued, we may cancel this policy only upon the occurrence, after the effective date of the policy, of one or more of the following: (1) Nonpayment of premium, including payment due on a prior policy we is- sued and due during the current pol- icy term covering the same risks. (2) Discovery of fraud or material misrep- resentation by: (a) Any insured or his or her repre- sentative in obtaining this insur- ance; or (b) You or your representative in pursuing a claim under this pol- icy. (3) A judgment by a court or an adminis- trative tribunal that you have violated a California or Federal law, having as one of its necessary elements an act which materially increases any of the risks insured against. (4) Discovery of willful or grossly negli- gent acts or omissions, or of any vio- lations of state laws or regulations es- tablishing safety standards, by you or your representative, which materially increase any of the risks insured against. (5) Failure by you or your representative to implement reasonable loss control ® Insurance Services Office, Inc., 2010 Page 1 of 4 requirements, agreed to by you as a condition of policy issuance, or which were conditions precedent to our use of a particular rate or rating plan, if that failure materially increases any of the risks insured against. (6) A determination by the Commissioner of Insurance that the: (a) Loss of, or changes in, our rein- surance covering all or part of the risk would threaten our financial integrity or solvency; or (b) Continuation of the policy cover- age would: (i) Place us in violation of Cali- fornia law or the laws of the state where we are domi- ciled; or (ii) Threaten our solvency. (7) A change by you or your representa- tive in the activities or property of the commercial or industrial enterprise, which results in a materially added, increased or changed risk, unless the added, increased or changed risk is included in the policy. b. We will mail or deliver advance written notice of cancellation, stating the reason for cancellation, to the first Named In- sured, at the mailing address shown in the policy, and to the producer of record, at least: (1) 10 days before the effective date of cancellation if we cancel for nonpay- ment of premium or discovery of fraud; or (2) 30 days before the effective date of cancellation if we cancel for any other reason listed in Paragraph 3.a. 5. If this policy is cancelled, we will send the first Named Insured any premium refund due. The refund, if any, will be computed on a pro rata basis. However, the refund may be less than pro rata if we made a loan to you for the pur- pose of payment of premiums for this policy. The cancellation will be effective even if we have not made or offered a refund. B. The following provision is added to the Cancella- tion Common Policy Condition: 7. Residential Property This provision applies to coverage on real • property which is used predominantly for residential purposes and consisting of not more than four dwelling units, and to cover- age on tenants' household personal property in a residential unit, if such coverage is writ- ten under one of the following: Commercial Property Coverage Part Farm Coverage Part — Farm Property — Farm Dwellings, Appurtenant Structures And Household Personal Property Coverage Form a. If such coverage has been in effect for 60 days or less, and is not a renewal of cov- erage we previously issued, we may can- cel this coverage for any reason, except as provided in b. and c. below. b. We may not cancel this policy solely be- cause the first Named Insured has: (1) Accepted an offer of earthquake cov- erage; or (2) Cancelled or did not renew a policy issued by the California Earthquake Authority (CI=A) that included an earthquake policy premium sur- charge. • However, we shall cancel this policy if the first Named Insured has accepted a new or renewal policy issued by the CEA that includes an earthquake policy premium surcharge but fails to pay the earthquake policy premium surcharge authorized by the CEA. c. We may not cancel such coverage solely because corrosive soil conditions exist on the premises. This restriction (c.) applies only if coverage Is subject to one of the following, which exclude loss or damage caused by or resulting from corrosive soil conditions: (1) Commercial Property Coverage Part — Causes Of Loss — Special Form; or (2) Farm Coverage Part — Causes Of Loss Form — Farm Property, Para- graph D. Covered Causes Of Loss — Special. C. The following is added and supersedes any pro- visions to the contrary: Nonrenewal 1. Subject to the provisions of Paragraphs C.2. 10 and C.3. below, if we elect not to renew this Page 2 of 4 ® Insurance Services Office, Inc., 2010 IL 02 70 08 11 • policy, we will mail or deliver written notice, stating the reason for nonrenewal, to the first within the preceding two years and that required a reduction in policy - Named Insured shown in the Declarations, holder surplus of at least 25% for and to the producer of record, at least 60 payment of those claims; or days, but not more than 120 days, before the (3) We have: expiration or anniversary date. (a) Lost or experienced a substantial We will mail or deliver our notice to the first reduction in the availability or Named Insured, and to the producer of re- scope of reinsurance coverage; cord, at the mailing address shown in the pol- or icy. (b) Experienced a substantial in- 2. Residential Property crease in the premium charged This provision applies to coverage on real for reinsurance coverage of our property used predominantly for residential residential property insurance purposes and consisting of not more than four policies; and dwelling units, and to coverage on tenants' the Commissioner has approved a household property contained in a residential plan for the nonrenewals that is fair unit, if such coverage is written under one of and equitable, and that is responsive the following: to the changes in our reinsurance po- Commercial Property Coverage Part sition. Farm Coverage Part – Farm Property – Farm c. We will not refuse to renew such cover- Dwellings, Appurtenant Structures And age solely because the first Named In- Household Personal Property Coverage Form sured has cancelled or did not renew a a. We may elect not to renew such cover- policy, issued by the California Earth - age for any reason, except as provided in quake Authority, that included an earth - b., c. and d. below. quake policy premium surcharge. b. We will not refuse to renew such cover- d. We will not refuse to renew such cover- • age solely because the first Named In- age solely because corrosive soil condi- sured has accepted an offer of earth- tions exist on the premises. This restric- quake coverage. tion (d.) applies only if coverage is sub- ject to one of the following, which exclude However, the following applies only to in- loss or damage caused by or resulting surers who are associate participating in- from corrosive soil conditions: m° surers as established by Cal. Ins. Code "= (1) Commercial Property Coverage Part °- Section 10089.16. We may elect not to – Causes Of Loss – Special Form; or renew such coverage after the first °= Named Insured has accepted an offer of (2) Farm Coverage Part – Causes Of °= earthquake coverage, if one or more of Loss Form – Farm Property, Para- ,.—_ the following reasons applies: graph D. Covered Causes Of Loss – o= (1) The nonrenewal is based on sound Special. ,= underwriting principles that relate to 3. We are not required to send notice of nonre- the coverages provided by this policy newal in the following situations: and that are consistent with the ap- a. If the transfer or renewal of a policy, with- = proved rating plan and related docu- -- out any changes in terms, conditions or ments filed with the Department of rates, is between us and a member of our " -_ Insurance as required by existing law; insurance group. °— (2) The Commissioner of Insurance finds b. If the policy has been extended for 90 °= that the exposure to potential losses days or less, provided that notice has '= will threaten our solvency or place us been given in accordance with Paragraph �= in a hazardous condition. A hazard- CA. ous condition includes, but is not lim- c. If you have obtained replacement cover- ited to, a condition in which we make claims payments for losses resulting age, or if the first Named Insured has from an earthquake that occurred . agreed, in writing, within 60 days of the IL 02 70 08 11 008326 ® Insurance Services Office, Inc., 2010 Page 3 of 4 termination of the policy, to obtain that coverage. d. If the policy is for a period of no more than 60 days and you are notified at the time of issuance that it will not be re- newed. e. If the first Named Insured requests a change in the terms or conditions or risks s covered by the policy within 60 days of • the end of the policy period. L If we have made a written offer to the first Named Insured, in accordance with the timeframes shown in Paragraph C.1., to renew the policy under changed terms or conditions or at an increased premium rate, when the increase exceeds 25 %. 0 Pi Page 4 of 4 0 Insurance Services Office, Inc., 2010 IL 02 70 08 111 POLICYNUMBER: DT22- CO- 6A323827- TCT -13 ISSUE DATE: 09 -10 -13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EARLIER NOTICE OF CAN CELLATIONINONRENEWAL PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: Number of Days Notice: 60 WHEN WE DO NOT RENEW (Nonrenewal): PROVISIONS: A. For any statutorily permitted reason other than nonpayment of premium, the number of days re- quired for notice of cancellation, as provided In the CONDITIONS Section of this insurance, or as amended by any applicable state cancellation endorsement applicable to this insurance, is In- creased to the number of days shown in the SCHEDULE above. Number of days Notice: so S. For any statutorily permitted reason other than nonpayment of premium, the number of days re- quired for notice of When We Do Not Renew (Nonrenewal), as provided in the CONDITIONS Section of this insurance, or as amended by any applicable state When We Do Not Renew (Nonrenewal) endorsement applicable to this In- surance, Is Increased to the number of days shown in the SCHEDULE above. IL T3 20 09 97 Copyright, The Travelers Indemnity Company, 1997 Page 1 of 1 C 11 E POLICY NUMBER:DT22- CO- 6A323827- TCT -13 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY BLANKET ADDITIONAL INSURED (CONTRACTORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. WHO IS AN INSURED — (Section II) is amended to include any person or organization that you agree in a "written contract requiring insurance" to include as an additional insured on this Cover- age Part, but: a) Only with respect to liability for "bodily injury", "property damage" or "personal injury"; and b) If, and only to the extent that, the injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work" to which the "written contract requiring insurance" applies. The person or organization does not qualify as an additional insured with respect to the independent acts or omissions of such person or organization. 2. The insurance provided to the additional insured by this endorsement is limited as follows: a) In the event that the Limits of Insurance of this Coverage Part shown in the Declarations exceed the limits of liability required by the "written contract requiring insurance ", the in- surance provided to the additional insured shall be limited to the limits of liability re- quired by that "written contract requiring in- surance". This endorsement shall not in- crease the limits of insurance described in Section 111 — Limits Of Insurance. b) The insurance provided to the additional in- sured does not apply to "bodily injury", "prop- erty damage" or "personal injury" arising out of the rendering of, or failure to render, any professional architectural, engineering or sur- veying services, including: t. The preparing, approving, or failing to prepare or approve, maps, shop draw- ings, opinions, reports, surveys, field or- ders or change orders, or the preparing, approving, or failing to prepare or ap- prove, drawings and specifications; and ii. Supervisory, inspection, architectural or engineering activities. c) The insurance provided to the additional in- sured does not apply to "bodily injury" or "property damage" caused by "your work" and included in the "products- completed op- erations hazard" unless the "written contract requiring insurance" specifically requires you to provide such coverage for that additional insured, and then the insurance provided to the additional insured applies only to such "bodily injury" or "property damage" that oc- curs before the end of the period of time for which the "written contract requiring insur- ance" requires you to provide such coverage or the end of the policy period, whichever is earlier. 3. The insurance provided to the additional insured by this endorsement is excess over any valid and collectible 'other insurance ", whether primary, excess, contingent or on any other basis, that is available to the additional insured for a loss we cover under this endorsement. However, if the "written contract requiring insurance" specifically requires that this insurance apply on a primary basis or a primary and non - contributory basis, this insurance is primary to 'other insurance" available to the additional insured which covers that person or organization as a named insured for such loss, and we will not share with that "other insurance ". But the insurance provided to the additional insured by this endorsement still is excess over any valid and collectible "other in- surance", whether primary, excess, contingent or on any other basis, that is available to the addi- tional insured when that person or organization is an additional insured under such "other insur- ance". 4. As a condition of coverage provided to the additional insured by this endorsement: n LJ 0 a) The additional insured must give us written notice as soon as practicable of an 'occur- rence" or an offense which may result in a claim. To the extent possible, such notice • should include: CG D2 46 08 05 0 2005 The St. Paul Travelers Companies, Inc. Page 1 of 2 COMMERCIAL GENERAL LIABILITY . L How, when and where the 'occurrence" or offense took place; ii. The names and addresses of any injured persons and witnesses; and iii. The nature and location of any injury or damage arising out of the "occurrence" or offense. b) If a claim is made or "suit' is brought against the additional insured, the additional insured must: L Immediately record the specifics of the claim or "suit' and the date received; and ii. Notify us as soon as practicable. The additional insured must see to it that we receive written notice of the claim or "suit' as soon as practicable. c) The additional insured must immediately send us copies of all legal papers received in connection with the claim or "suit', cooperate with us in the investigation or settlement of the claim or defense against the "suit', and otherwise comply with all policy conditions. d) The additional insured must tender the de- fense and indemnity of any claim or "suit' to r 1 fL_J AM • any provider of "other insurance" which would cover the additional insured for a loss we cover under this endorsement. However, this condition does not affect whether the insur- ance provided to the additional insured by this endorsement is primary to 'other insur- ance" available to the additional insured which covers that person or organization as a named insured as described in paragraph 3. above. 5. The following definition is added to SECTION V. — DEFINITIONS: "Written contract requiring insurance" means that part of any written contract or agreement under which you are required to include a person or organization as an additional in- sured on this Coverage Part, provided that the "bodily injury" and "property damage" oc- curs and the "personal injury" is caused by an offense committed: a. After the signing and execution of the contract or agreement by you; b. While that part of the contract or agreement is in effect; and c. Before the end of the policy period. Page 2 of 2 ® 2005 The St. Paul Travelers Companies, Inc. CG D2 46 08 05 008298 POLICY NUMBER: DT22- CO- 6A323827- TCT -13 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CONTRACTORS XTEND ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. Aircraft Chartered With Pilot B. Damage To Premises Rented To You C. Increased Supplementary Payments D. Incidental Medical Malpractice E. Who Is An Insured — Newly Acquired Or Formed Organizations F. Who Is An Insured — Broadened Named Insured — Unnamed Subsidiaries G. Blanket Additional Insured — Owners, Managers Or Lessors Of Premises PROVISIONS A. AIRCRAFT CHARTERED WITH PILOT The following is added to Exclusion g., Aircraft, Auto Or Watercraft, in Paragraph 2. of SECTION 1 — COVERAGES — COVERAGE A BODILY IN- JURY AND PROPERTY DAMAGE LIABILITY: This exclusion does not apply to an aircraft that is: (a) Chartered with a pilot to any insured; (b) Not owned by any insured; and (c) Not being used to carry any person or prop- erty for a charge, B. DAMAGE TO PREMISES RENTED TO YOU 1. The first paragraph of the exceptions in Ex- clusion j., Damage To Property, in Para- graph 2. of SECTION I — COVERAGES — COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY is deleted. 2. The following replaces the last paragraph of Paragraph 2., Exclusions, of SECTION I — COVERAGES — COVERAGE A. BODILY H. Blanket Additional Insured — Lessors Of Leased Equipment I. Blanket Additional Insured — States Or Political Subdivisions — Permits J. Knowledge And Notice Of Occurrence Or Offense K. Unintentional Omission L. Blanket Waiver Of Subrogation M. Amended Bodily Injury Definition N. Contractual Liability — Railroads INJURY AND PROPERTY DAMAGE LI- ABILITY: Exclusions c. and g. through n. do not apply to "premises damage ". Exclusion f.(1)(a) does not apply to "premises damage" caused by: a. Fire; b. Explosion; c. Lightning; d. Smoke resulting from such fire, explosion, or lightning; or e. Water; unless Exclusion f. of Section I — Coverage A — Bodily Injury And Property Damage Liability is replaced by another endorsement to this Coverage Part that has Exclusion — All Pollu- tion Injury Or Damage or Total Pollution Ex- clusion in its title. A separate limit of insurance applies to "premises damage" as described in Para- graph 6. of SECTION III — LIMITS OF IN- SURANCE. CG 03 16 11 11 ® 2011 The Traveler; Indemnity Company. All rights reserved. Page 1 of 6 • • 11 • m= o o o o a— r1 LJ 008299 COMMERCIAL GENERAL LIABILITY 3. The following replaces Paragraph 6. of SEC- C. INCREASED SUPPLEMENTARY PAYMENTS TION III – LIMITS OF INSURANCE: 1. The following replaces Paragraph 1.b. of Subject to 5. above, the Damage To Prem- SUPPLEMENTARY PAYMENTS – COVER - ises Rented To You Limit is the most we will AGES A AND B of SECTION I – COVER - pay under Coverage A for damages because AGE: of "premises damage" to any one premises. b. Up to $2,500 for the cost of bail bonds The Damage To Premises Rented To You required because of accidents or traffic Limit will apply to all "property damage" law violations arising out of the use of any proximately caused by the same "occur- vehicle to which the Bodily Injury Liability rence ", whether such damage results from: Coverage applies. We do not have to fur - fire; explosion; lightning; smoke resulting from nish these bonds. such fire, explosion, or lightning; or water; or y, The following replaces Paragraph 1.d. of any combination of any of these causes. SUPPLEMENTARY PAYMENTS – COVER - The Damage To Premises Rented To You AGES A AND B of SECTION I – COVER - Limit will be: AGES: a. The amount shown for the Damage To d. All reasonable expenses incurred by the Premises Rented To You Limit on the insured at our request to assist us in the Declarations of this Coverage Part; or investigation or defense of the claim or b. $300,000 if no amount is shown for the "suit ", including actual loss of earnings up Damage To Premises Rented To You to $500 a day because of time off from Limit on the Declarations of this Coverage work. Part. D. INCIDENTAL MEDICAL MALPRACTICE 4. The following replaces Paragraph a. of the 1. The following is added to the definition of "oc- definition of "insured contract" in the DEFINI- currence" in the DEFINITIONS Section: TIONS Section: "Occurrence" also means an act or omission a. A contract for a lease of premises. How- committed in providing or failing to provide ever, that portion of the contract for a "incidental medical services ", first aid or lease of premises that indemnifies any "Good Samaritan services" to a person. person or organization for "premises y. The following is added to Paragraph 2.a.(1) of damage" is not an "insured contract "; SECTION II – WHO IS AN INSURED: 5. The following is added to the DEFINITIONS Section: Paragraph (1)(d) above does not apply to "bodily injury" arising out of providing or fail - "Premises damage" means "property dam- ing to provide: age" to: (i) "Incidental medical services" by any of a. Any premises while rented to you or tem- your "employees" who is a nurse practi- porarily occupied by you with permission tioner, registered nurse, licensed practical of the owner; or nurse, nurse assistant, emergency medi- b. The contents of any premises while such cal technician or paramedic; or premises is rented to you, if you rent such premises for a period of seven or fewer (!I) First aid or "Good Samaritan services" by any of your "employees" or "volunteer consecutive days. workers ", other than an employed or vol- 6. The following replaces Paragraph 4.b.(1)(b) unteer doctor. Any such "employees" or of SECTION IV – COMMERCIAL GENERAL "volunteer workers" providing or failing to LIABILITY CONDITIONS: provide first aid or "Good Samaritan ser- (b) That is insurance for "premises damage "; vices" during their work hours for you will or be deemed to be acting within the scope 7. Paragraph 4.b.(1)(c) of SECTION IV – of their employment by you or performing COMMERCIAL GENERAL LIABILITY CON- duties related to the conduct of your busi- DITIONS is deleted. ness. Page 2 of 6 02011 The Travelers Indemnity Company. All rights reserved. CG D3 16 11 11 COMMERCIAL GENERAL LIABILITY 3. The following is added to Paragraph 5. of 4. Any organization you newly acquire or form, SECTION 111 — LIMITS OF INSURANCE: other than a partnership, joint venture or lim- • For the purposes of determining the applica- ited liability company, of which you are the ble Each Occurrence Limit, all related acts or sole owner or in which you maintain the ma- omissions committed in providing or failing to jority ownership interest, will qualify as a provide "incidental medical services ", first aid Named Insured if there is no other insurance or "Good Samaritan services' to any one per - which provides similar coverage to that Or- son will be deemed to be one "occurrence ". ganization. However: 4. The following exclusion is added to Para- a. Coverage under this provision is afforded graph 2., Exclusions, of SECTION I — COV- only: ERAGES — COVERAGE A BODILY INJURY (1) Until the 180th day after you acquire or AND PROPERTY DAMAGE LIABILITY: organization form the organization or the end of the Sale Of Pharmaceuticals policy period, whichever is earlier, if you "Bodily injury" or "property damage" arising do not report such organization in writing out of the willful violation of a penal statute or to us within 180 days after you acquire or ordinance relating to the sale of pharmaceuti- form it; or cals committed by, or with the knowledge or (2) Until the end of the policy period, when consent of, the insured. that date Is later than 180 days after you S. The following is added to the DEFINITIONS acquire or form such organization, if you Section: report such organization in writing to us "Incidental medical services" means: within 180 days after you acquire or form a. Medical, surgical, dental, laboratory, x -ray it, and we agree in writing that it will con - or nursing service or treatment, advice or tinue to be a Named Insured until the end instruction, or the related furnishing of of the policy period; food or beverages; or b. Coverage A does not apply to "bodily injury" b. The furnishing or dispensing of drugs or or "property damage" that occurred before • medical, dental, or surgical supplies or you acquired or formed the organization; and appliances. c. Coverage B does not apply to "personal in- "Good Samaritan services" means any emer- jury" or "advertising injury" arising out of an gency medical services for which no compen- offense committed before you acquired or sation is demanded or received. formed the organization. 6. The following is added to Paragraph 4.b., Ex- F. WHO IS AN INSURED — BROADENED NAMED cess Insurance, of SECTION IV — COM- INSURED— UNNAMED SUBSIDIARIES MERCIAL GENERAL LIABILITY CONDI- TIONS: The following is added to SECTION 11 — WHO IS AN INSURED: The insurance is excess over any valid and collectible other insurance available to the in- Any of your subsidiaries, other than a partnership, sured, whether primary, excess, contingent or joint venture or limited liability company, that is on any other basis, that is available to any of not shown as a Named Insured in the Deciara- your "employees' or "volunteer workers' for tions is a Named Insured if you maintain an own - "bodily injury" that arises out of providing or ership interest of more than 50% in such subsidi- failing to provide "incidental medical ser- ary on the first day of the policy period. vices', first aid or "Good Samaritan services' No such subsidiary is an insured for "bodily injury" to any person to the extent not subject to or "property damage" that occurred, or "personal Paragraph 2.a.(1) of Section 11 — Who Is An injury" or "advertising injury" caused by an of- Insured. fense committed after the date, if any, during the E. WHO IS AN INSURED — NEWLY ACQUIRED policy period, that you no longer maintain an OR FORMED ORGANIZATIONS ownership interest of more than 50% in such sub - The following replaces Paragraph 4. of SECTION sidiary. II — WHO IS AN INSURED: . CG D3 16 1111 02011 The Travelers Indemnity Company. All rights reserved. Page 3 of 6 • • o= o= m =_ o o m= .111111115— o� o= 008300 COMMERCIAL GENERAL LIABILITY G. BLANKET ADDITIONAL INSURED — OWNERS, H. BLANKET ADDITIONAL INSURED — LESSORS MANAGERS OR LESSORS OF PREMISES O OF LEASED EQUIPMENT The following is added to SECTION 11 — WHO IS T The following is added to SECTION II — WHO IS AN INSURED: A AN INSURED: Any person or organization that is a premises A Any person or organization that is an equipment owner, manager or lessor and that you have l lessor and that you have agreed in a written con - agreed in a written contract or agreement to in- t tract or agreement to include as an insured on clude as an additional insured on this Coverage t this Coverage Part is an insured, but only with re- Part is an insured, but only with respect to liability s sect to liability for "bodily injury", for "bodily injury", "property damage ", "personal p age ", "personal injury" of "advertising injury" that: , a a. Is "bodily injury" "property damage" that a. Is "bodily injury" or 'property damage" that a occurs, or is "personal injury" or "advertising occurs, or is "personal injury" or "advertising o injury" caused by an offense that is o injury" caused by an offense that is commit- i oa- ted, subsequent to the execution of that con- t or agreement; and tract o b. Is caused, in whole a b. Arises out of the ownership, maintenance or b aint p use of that part of any premises leased to o h you u equipment lessor. The insurance provided to such premises owner, T The insurance provided to such equipment lessor manager or lessor is subject to the following pro- i is subject to the following provisions: visions: a. The limits of insurance provided to such a. The limits of insurance provided to such l equipment lessor will be the minimum limits lessor will be e by any ordinance, law or building code to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury", "property damage ", "personal in- jury" or "advertising injury" arising out of such op- erations. The insurance provided to such state or political subdivision does not apply to: a. Any "bodily injury," "property damage," "per- sonal injury" or "advertising injury" arising out of operations performed for that state or po- litical subdivision; or b. Any "bodily injury" or "property damage" in- cluded in the "products- completed operations hazard ". J. KNOWLEDGE AND NOTICE OF OCCUR- RENCE OR OFFENSE The following is added to Paragraph 2., Duties In The Event of Occurrence, Offense, Claim or Suit, of SECTION IV — COMMERCIAL GEN- ERAL LIABILITY CONDITIONS: e. The following provisions apply to Paragraph a. above, but only for the purposes of the in- surance provided under this Coverage Part to you or any insured listed in Paragraph 1. or 2. of Section II — Who Is An Insured: (1) Notice to us of such 'occurrence" or of- fense must be given as soon as practica- ble only after the "occurrence" or offense is known by you (if you are an individual), any of your partners or members who is an individual (if you are a partnership or joint venture), any of your managers who is an individual (if you are a limited liability company), any of your "executive offi- cers" or directors (f you are an organiza- tion other than a partnership, joint venture or limited liability company) or any "em- ployee" authorized by you to give notice of an "occurrence" or offense. (2) If you are a partnership, joint venture or limited liability company, and none of your partners, joint venture members or man- agers are individuals, notice to us of such "occurrence" or offense must be given as soon as practicable only after the "occur- rence" or offense is known by: COMMERCIAL GENERAL LIABILITY (ii) A manager of any limited liability company; or (iii) An executive officer or director of any other organization; that is your partner, joint venture member or manager; or (b) Any "employee" authorized by such partnership, joint venture, limited li- ability company or other organization to give notice of an "occurrence" or offense. (3) Notice to us of such 'occurrence" or of an offense will be deemed to be given as soon as practicable if it is given in good faith as soon as practicable to your work- ers' compensation insurer. This applies only if you subsequently give notice to us of the occurrence" or offense as soon as practicable after any of the persons de- scribed in Paragraphs e. (1) or (2) above discovers that the "occurrence" or offense may result in sums to which the insurance provided under this Coverage Part may apply. However, if this Coverage Part includes an en- dorsement that provides limited coverage for "bodily injury" or "property damage" or pollution costs arising out of a discharge, release or es- cape of "pollutants" which contains a requirement that the discharge, release or escape of "pollut- ants" must be reported to us within a specific number of days after its abrupt commencement, this Paragraph e. does not affect that require- ment. K. UNINTENTIONAL OMISSION The following is added to Paragraph 6., Repre- sentations, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not preju- dice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. L. BLANKET WAIVER OF SUBROGATION r1 U (a) Any individual who is: The following is added to Paragraph 6., Transfer (i) A partner or member of any part- Of Rights Of Recovery Against Others To Us, . nership or joint venture; of SECTION IV — COMMERCIAL GENERAL LI- ABILITY CONDITIONS: CG D3 16 11 11 @2011 The Travelers Indemnity Company. All rights reserved. Page 5 of 6 COMMERCIAL GENERAL LIABILITY . If the insured has agreed in a contract or agree- ment to waive that insured's right of recovery against any person or organization, we waive our right of recovery against such person or organiza- tion, but only for payments we make because of: a. "Bodily injury" or "property damage" that oc- curs; or b. "Personal injury" or "advertising injury" caused by an offense that is committed; subsequent to the execution of that contract or agreement. . M. AMENDED BODILY INJURY DEFINITION The following replaces the definition of "bodily injury" in the DEFINITIONS Section: o m= e� o o a • 006301 3. "Bodily injury" means bodily injury, mental anguish, mental injury, shock, fright, disability, humiliation, sickness or disease sustained by a person, including death resulting from any of these at any time. N. CONTRACTUAL LIABILITY— RAILROADS 1. The following replaces Paragraph c. of the definition of "insured contract" in the DEFINI- TIONS Section: c. Any easement or license agreement; 2. Paragraph f.(1) of the definition of "insured contract" in the DEFINITIONS Section is de- leted. Page 6 of 6 ® 2011 The Travelers Indemnity Company. All rights reserved. CG D3 16 1111 TRAVELERS ll WORKERS COMPENSATION AND DIM rOWRR S4UAM EMPLOYERS LIABILITY POLICY HARTFORD, CT 06183 ENDORSEMENT WC 99 03 76 ( A)— 001 POLICY NUMBER: DTJ- UB- 5D58907 -07 -13 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 organization named in the Schedule. The additional premium for this endorsement shall be 1 . 2 %, of the California workers compensation pre- mium. Person or Organization ANY PERSON OR ORGANIZATION WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LASS TO FURNISH THIS WAIVER. FOR Schedule Job Description This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 09/10/2013 Policy NO. DTJ- UB- 5D58907 -7 -13 Endorsement No. Insured PumpMan, Inc. Premium Insurance Company Travelers Property Cas. Countersigned by DATE OF ISSUE: ST ASSIGN: Page 1 of 1 DT- 810- 6A323827- TCT -13 COMMERCIAL AUTO BUSINESS AUTO COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" re- fer to the Named Insured shown in the Declarations. The words "we ", "us" and "our' refer to the company providing this insurance. Other words and phrases that appear in quotation marks have special meaning. Refer to Section V — Definitions. SECTION I — COVERED AUTOS Item Two of the Declarations shows the "autos" that are covered "autos" for each of your coverages. The following numerical symbols describe the "autos" that may be covered "autos ". The symbols entered next to a coverage on the Declarations designate the only "autos" that are covered "autos ". A. Description Of Covered Auto Designation Symbols Symbol Description Of Covered Auto Designation Symbols 1 Any "Auto" 2 Owned "Autos" Only those "autos" you own (and for Liability Coverage any "trailers" you don't own Only while attached to power units you own). This includes those "autos" you acquire ownership of after the policy begins. 3 Owned Private Only the private passenger "autos" you own. This includes those private passenger Passenger "autos" you acquire ownership of after the policy begins. "Autos" Only 4 Owned "Autos' Only those "autos" you own that are not of the private passenger type (and for Other Than Liability Coverage any "trailers" you don't own while attached to power units you Private own). This includes those "autos" not of the private passenger type you acquire Passenger ownership of after the policy begins. "Autos" Only 5 Owned "Autos" Only those "autos' you own that are required to have no-fault benefits in the state Subject To where they are licensed or principally garaged. This includes those "autos" you No-fault acquire ownership of after the policy begins provided they are required to have no -fault benefits in the state where they are licensed or principally garaged. 6 Owned "Autos" Only those "autos" you own that because of the law in the state where they are Subject To A licensed or principally garaged are required to have and cannot reject Uninsured Compulsory Motorists Coverage. This includes those "autos" you acquire ownership of after the Uninsured policy begins provided they are subject to the same state uninsured motorists Motorists Law requirement. 7 Specifically Only those "autos" described in Item Three of the Declarations for which a premium Described charge is shown (and for Liability Coverage any "trailers" you don't own while "Autos" attached to any power unit described in Item Three). 8 Hired "Autos" Only those "autos" you lease, hire, rent or borrow. This does not include any "auto" Only you lease, hire, rent or borrow from any of your "employees ", partners (if you are a partnership), members (if you are a limited liability company) or members of their households. 9 Non -owned Only those "autos" you do not own, lease, hire, rent or borrow that are used in con- "Autos" Only nection with your business. This includes "autos" owned by your "employees ", partners (if you are a partnership), members (if you are a limited liability company) or members of their households but only while used in your business or your personal affairs. CA 00 0103 10 (Rev. 02-11) ® Insurance Services Office, Inc., 2009 Page f of 12 COMMERCIAL AUTO 19 Mobile Equipment Subject To Compulsory Or Financial Responsibility Or Other Motor Vehicle Insurance Law Only Only those "autos" that are land vehicles and that would qualify under the definition of "mobile equipment' under this policy if they were not subject to a compulsory or fi- nancial responsibility law or other motor vehicle insurance law where they are li- censed or principally garaged. B. Owned Autos You Acquire After The Policy Begins 1. If Symbols 1, 2, 3, 4, 5, 6 or 19 are entered next to a coverage in Item Two of the Decla- rations, then you have coverage for "autos" that you acquire of the type described for the remainder of the policy period. 2. But, if Symbol 7 is entered next to a coverage in Item Two of the Declarations, an "auto' you acquire will be a covered "auto" for that cov- erage only if: a. We already cover all "autos" that you own for that coverage or it replaces an "auto" you previously owned that had that cov- erage; and b. You tell us within 30 days after you ac- quire it that you want us to cover it for that coverage. C. Certain Trailers, Mobile Equipment And Tem- porary Substitute Autos If Liability Coverage is provided by this coverage form, the following types of vehicles are also cov- ered "autos' for Liability Coverage: 1. 'Trailers" with a load capacity of 2,000 pounds or less designed primarily for travel on public roads. 2. "Mobile equipment" while being carried or towed by a covered "auto". 3. Any "auto' you do not own while used with the permission of its owner as a temporary substitute for a covered "auto" you own that is out of service because of its: a. Breakdown; b. Repair; c. Servicing; d. "Loss "; or e. Destruction. Page 2 of 12 SECTION II — LIABILITY COVERAGE A. Coverage We will pay all sums an "insured" legally must pay as damages because of 'bodily injury" or "prop- erty damage" to which this insurance applies, caused by an "accident' and resulting from the ownership, maintenance or use of a covered "auto ". We will also pay all sums an "insured" legally must pay as a "covered pollution cost or expense" to which this insurance applies, caused by an "accident" and resulting from the ownership, maintenance or use of covered "autos ". However, we will only pay for the "covered pollution cost or expense" if there is either "bodily injury" or "prop- erty damage" to which this insurance applies that is caused by the same "accident'. We have the right and duty to defend any "in- sured" against a "suit" asking for such damages or a "covered pollution cost or expense ". How- ever, we have no duty to defend any "insured" against a "suit' seeking damages for 'bodily in- jury" or "property damage" or a "covered pollution cost or expense" to which this insurance does not apply. We may investigate and settle any claim or "suit' as we consider appropriate. Our duty to de- fend or settle ends when the Liability Coverage Limit of Insurance has been exhausted by pay- ment of judgments or settlements. 1. Who Is An Insured The following are "insureds ": a. You for any covered "auto ". b. Anyone else while using with your per- mission a covered "auto' you own, hire or borrow except: (1) The owner or anyone else from whom you hire or borrow a covered "auto ". ® Insurance Services Office, Inc., 2009 CA 00 01 03 10 (Rev. 02 -11) _ J This exception does not apply if the cov- ered "auto" is a "trailer" connected to a covered "auto" you own. (2) Your "employee" if the covered "auto" is owned by that "employee" or a member of his or her household. (3) Someone using a covered "auto" while he or she is working in a busi- ness of selling, servicing, repairing, parking or storing "autos" unless that business is yours. (4) Anyone other than your "employees ", partners (if you are a partnership), members (if you are a limited liability company) or a lessee or borrower or any of their "employees ", while mov- ing property to or from a covered "auto ". (5) A partner (if you are a partnership) or a member (if you are a limited liability company) for a covered "auto" owned by him or her or a member of his or her household. c. Anyone liable for the conduct of an "in- sured" described above but only to the extent of that liability. 2. Coverage Extensions a. Supplementary Payments We will pay for the "insured ": (1) All expenses we incur. (2) Up to $2,000 for cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. (3) The cost of bonds to release attach- ments in any "suiP against the "in- sured" we defend, but only for bond amounts within our Limit of Insur- ance. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $250 a day because of time off from work. (5) All court costs taxed against the "in- sured" in any "suit" against the "in- sured" we defend. However, these payments do not include attorneys' fees or attorneys' expenses taxed against the "insured ". COMMERCIAL AUTO (6) All interest on the full amount of any judgment that accrues after entry of the judgment in any "suit" against the "insured" we defend, but our duty to pay interest ends when we have paid, offered to pay or deposited in court the part of the judgment that is within our Limit of Insurance. These payments will not reduce the Limit of Insurance. b. Out-of-state Coverage Extensions While a covered "auto" is away from the state where it is licensed we will: (1) Increase the Limit of Insurance for Li- ability Coverage to meet the limits specified by a compulsory or financial responsibility law of the jurisdiction where the covered "auto" is being used. This extension does not apply to the limit or limits specified by any law governing motor carriers of pas- sengers or property. (2) Provide the minimum amounts and types of other coverages, such as no- fault, required of out -of -state vehicles by the jurisdiction where the covered " auto" is being used. We will not pay anyone more than once for the same elements of loss because of these extensions. B. Exclusions This insurance does not apply to any of the fol- lowing: 1. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the "in- sured". 2. Contractual Liability assumed under any contract or agreement. But this exclusion does not apply to liability for damages: a. Assumed in a contract or agreement that is an "insured contract" provided the "bodily injury' or "property damage" oc- curs subsequent to the execution of the contract or agreement; or b. That the "insured" would have in the ab- sence of the contract or agreement. CA 00 01 03 10 (Rev. 02 -111 0 Insurance Services Office, Inc., 2009 Page 3 of 12 COMMERCIAL AUTO 3. Workers' Compensation Any obligation for which the "insured" or the "insured's" insurer may be held liable under any workers' compensation, disability benefits or unemployment compensation law or any similar law. 4. Employee Indemnification And Employer's Liability "Bodily injury" to: a. An "employee" of the "insured" arising out of and in the course of: (1) Employment by the "insured "; or (2) Performing the duties related to the conduct of the "insureds" business; or b. The spouse, child, parent, brother or sis- ter of that "employee" as a consequence of Paragraph a. above. This exclusion applies: (1) Whether the "insured" may be liable as an employer or in any other ca- pacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the in- jury. But this exclusion does not apply to "bodily in- jury" to domestic "employees" not entitled to workers' compensation benefits or to liability assumed by the "insured" under an "insured contract ". For the purposes of the coverage form, a domestic "employee" is a person en- gaged in household or domestic work per- formed principally in connection with a resi- dence premises. 5. Fellow Employee "Bodily injury" to: a. Any fellow "employee" of the "insured" arising out of and in the course of the fel- low "employee's" employment or while performing duties related to the conduct of your business; or b. The spouse, child, parent, brother or sis- ter of that fellow "employee" as a conse- quence of Paragraph a. above. 6. Care, Custody Or Control "Property damage" to or "covered pollution cost or expense" involving property owned or transported by the "insured" or in the "in- sureds" care, custody or control. But this ex- clusion does not apply to liability assumed under a sidetrack agreement. 7. Handling Of Property "Bodily injury" or "property damage" resulting from the handling of property: a. Before it is moved from the place where it is accepted by the "insured" for move- ment into or onto the covered "auto "; or b. After it is moved from the covered "auto" to the place where it is finally delivered by the "insured ". 8. Movement Of Property By Mechanical De- vice "Bodily injury" or "property damage" resulting from the movement of property by a me- chanical device (other than a hand truck) unless the device is attached to the covered .,auto". 9. Operations "Bodily injury" or "property damage" arising out of the operation of: a. Any equipment listed in Paragraphs 6.b. and 6.c. of the definition of "mobile equipment "; or b. Machinery or equipment that is on, at- tached to or part of a land vehicle that would qualify under the definition of "mo- bile equipment" if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. 10. Completed Operations "Bodily injury" or "property damage" arising out of your work after that work has been completed or abandoned. In this exclusion, your work means: a. Work or operations performed by you or on your behalf; and b. Materials, parts or equipment furnished in connection with such work or operations. Your work includes warranties or representa- tions made at any time with respect to the fit- ness, quality, durability or performance of any of the items included in Paragraph a. or b. above. Your work will be deemed completed at the earliest of the following times: (1) When all of the work called for in your contract has been completed. Page 4 of 12 ® Insurance Services Office, Inc., 2009 CA 00 01 03 10 [Rev. 02-11) (2) When all of the work to be done at the site has been completed if your contract calls for work at more than one site. (3) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or sub- contractor working on the same pro- ject. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as com- pleted. 11. Pollution "Bodily injury" or 'property damage" arising out of the actual, alleged or threatened dis- charge, dispersal, seepage, migration, re- lease or escape of "pollutants ": a. That are, or that are contained in any property that is: (1) Being transported or towed by, han- dled or handled for movement into, onto or from the covered "auto'; (2) Otherwise in the course of transit by or on behalf of the "insured "; or (3) Being stored, disposed of, treated or processed in or upon the covered "auto` b. Before the "pollutants" or any property in which the "pollutants' are contained are moved from the place where they are ac- cepted by the "insured" for movement into or onto the covered "auto "; or c. After the "pollutants' or any property in which the "pollutants' are contained are moved from the covered "auto" to the place where they are finally delivered, disposed of or abandoned by the "in- sured". Paragraph a. above does not apply to fuels, lubricants, fluids, exhaust gases or other simi- lar "pollutants" that are needed for or result from the normal electrical, hydraulic or rn - chanical functioning of the covered "auto' or its parts, if: (1) The "pollutants" escape, seep, mi- grate or are discharged, dispersed or released directly from an "auto" part designed by its manufacturer to hold, store, receive or dispose of such "pol- lutants": and COMMERCIAL AUTO (2) The "bodily injury", "property dam- age" or "covered pollution cost or ex- pense" does not arise out of the op- eration of any equipment listed in Paragraphs 6.b. and 6.c. of the defi- nition of "mobile equipment ". Paragraphs b. and c. above of this exclusion do not apply to "accidents" that occur away from premises owned by or rented to an "in- sured" with respect to "pollutants" not in or upon a covered "auto" if: (a) The "pollutants" or any property in which the "pollutants" are contained are upset, overturned or damaged as a result of the maintenance or use of a covered "auto% and (b) The discharge, dispersal, seepage, migration, release or escape of the "pollutants" is caused directly by such upset, overturn or damage. 12. War "Bodily injury" or 'property damage" arising directly or indirectly out of: a. War, including undeclared or civil war; b. Warlike action by a military force, includ- ing action in hindering or defending against an actual or expected attack, by any government, sovereign or other au- thority using military personnel or other agents; or c. Insurrection, rebellion, revolution, usurped power or action taken by gov- ernmental authority in hindering or de- fending against any of these. 13. Racing Covered "autos' while used in any profes- sional or organized racing or demolition con- test or stunting activity, or while practicing for such contest or activity. This insurance also does not apply while that covered "auto" is being prepared for such a contest or activity. C. Limit Of Insurance Regardless of the number of covered "autos ", "insureds', premiums paid, claims made or vehi- cles involved in the "accident ", the most we will pay for the total of all damages and "covered pol- lution cost or expense" combined resulting from any one "accident" is the Limit of Insurance for Li- ability Coverage shown in the Declarations. All "bodily injury", "property damage" and "cov- ered pollution cost or expense" resulting from CA 00 0103 10 (Rev. 02 -11) ® Insurance Services Office, Inc., 2009 Page 5 of 12 COMMERCIAL AUTO continuous or repealed exposure to substantially the same conditions will be considered as result- ing from one "accident". No one will be entitled to receive duplicate pay- ments for the same elements of "loss" under this coverage form and any Medical Payments Cov- erage endorsement, Uninsured Motorists Cover- age endorsement or Underinsured Motorists Coverage endorsement attached to this Coverage Part. SECTION III — PHYSICAL DAMAGE COVERAGE A. Coverage 1. We will pay for "loss" to a covered "auto" or its equipment under: a. Comprehensive Coverage From any cause except: (1) The covered "autos" collision with another object; or (2) The covered "auto's" overturn. b. Specified Causes Of Loss Coverage Caused by: (1) Fire, lightning or explosion; (2) Theft; (3) Windstorm, hail or earthquake; (4) Flood; (5) Mischief or vandalism; or (6) The sinking, burning, collision or de- railment of any conveyance transport- ing the covered "auto". c. Collision Coverage Caused by: (1) The covered "auto's" collision with another object; or (2) The covered "auto's" overturn. 2. Towing We will pay up to the limit shown in the Decla- rations for towing and labor costs incurred each time a covered "auto" of the private passenger type is disabled. However, the la- bor must be performed at the place of dis- ablement. 3. Glass Breakage — Hitting A Bird Or Animal — Failing Objects Or Missiles If you carry Comprehensive Coverage for the damaged covered "auto ", we will pay for the following under Comprehensive Coverage: a. Glass breakage; b. "Loss" caused by hitting a bird or animal; and c. "Loss" caused by falling objects or mis- siles. However, you have the option of having glass breakage caused by a covered "auto's" colli- sion or overturn considered a "loss" under Collision Coverage. 4. Coverage Extensions a. Transportation Expenses We will pay up to $20 per day to a maxi- mum of $600 for temporary transportation expense incurred by you because of the total theft of a covered "auto" of the pri- vate passenger type. We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes Of Loss Coverage. We will pay for temporary transportation expenses in- curred during the period beginning 48 hours after the theft and ending, regard- less of the policy's expiration, when the covered "auto" is returned to use or we pay for its "loss ". b. Loss Of Use Expenses For Hired Auto Physical Damage, we will pay expenses for which an "insured" be- comes legally responsible to pay for loss of use of a vehicle rented or hired without a driver under a written rental contract or agreement. We will pay for loss of use expenses if caused by: (1) Other than collision only if the Decla- rations indicate that Comprehensive Coverage is provided for any covered "auto "; (2) Specified Causes Of Loss only if the Declarations indicate that Specified Causes Of Loss Coverage is pro- vided for any covered "auto% or (3) Collision only if the Declarations indi- cate that Collision Coverage is pro- vided for any covered "auto ". However, the most we will pay for any expenses for loss of use is $20 per day, to a maximum of $600. B. Exclusions 1. We will not pay for "loss" caused by or result- ing from any of the following- Such "loss" is excluded regardless of any other cause or Page 6 of 12 *Insurance Services Office, Inc., 2009 CA 00 01 03 10 (Rev. 02 -11) event that contributes concurrently or in any sequence to the "loss ". a. Nuclear Hazard (1) The explosion of any weapon em- ploying atomic fission or fusion; or (2) Nuclear reaction or radiation, or ra- dioactive contamination, however caused. b. War Or Military Action (1) War, including undeclared or civil war; (2) Warlike action by a military force, in- cluding action in hindering or defend- ing against an actual or expected at- tack, by any government, sovereign or other authority using military per- sonnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power or action taken by governmental authority in hindering or defending against any of these. 2. We will not pay for "loss" to any covered "auto" while used in any professional or or- ganized racing or demolition contest or stunt- ing activity, or while practicing for such con- test or activity. We will also not pay for "loss" to any covered "auto" while that covered "auto" is being prepared for such a contest or activity. 3. We will not pay for "loss" due and confined to: a. Wear and tear, freezing, mechanical or electrical breakdown. b- Blowouts, punctures or other road dam- age to tires. This exclusion does not apply to such "loss" resulting from the total theft of a covered "auto ". 4. We will not pay for "loss" to any of the follow- ing: a. Tapes, records, discs or other similar au- dio, visual or data electronic devices de- signed for use with audio, visual or data electronic equipment. b. Any device designed or used to detect speed- measuring equipment such as ra- dar or laser detectors and any jamming apparatus intended to elude or disrupt speed- measurement equipment. c. Any electronic equipment, without regard to whether this equipment is permanently COMMERCIAL AUTO installed, that reproduces, receives or transmits audio, visual or data signals. d. Any accessories used with the electronic equipment described in Paragraph c. above. 5. Exclusions 4.c. and 4.d. do not apply to equipment designed to be operated solely by use of the power from the "autos" electrical system that, at the time of "loss ", is: a. Permanently installed in or upon the cov- ered "auto"; b. Removable from a housing unit which is permanently installed in or upon the cov- ered "auto "; c. An integral part of the same unit housing any electronic equipment described in Paragraphs a. and b. above; or d. Necessary for the normal operation of the covered "auto" or the monitoring of the covered "autos" operating system. 6- We will not pay for "loss" to a covered "auto" due to "diminution in value ". C. Limit Of Insurance 1. The most we will pay for "loss" in any one "accident" is the lesser of a. The actual cash value of the damaged or stolen property as of the time of the "loss "; or b. The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality. 2. $1,000 is the most we will pay for "loss" in any one "accident" to all electronic equipment that reproduces, receives or transmits audio, visual or data signals which, at the time of "loss ", is: a. Permanently installed in or upon the cov- ered "auto" in a housing, opening or other location that is not normally used by the "auto" manufacturer for the installation of such equipment; b. Removable from a permanently installed housing unit as described in Paragraph 2.a. above or is an integral part of that equipment; or c. An integral part of such equipment. 3. An adjustment for depreciation and physical condition will be made in determining actual cash value in the event of a total "loss ". CA 00 0103 10 (Rev. 02 -11) ® Insurance Services Office, Inc., 2009 Page 7 of 12 COMMERCIAL AUTO 4. If a repair or replacement results in better than like kind or quality, we will not pay for the amount of the betterment. D. Deductible For each covered "auto ", our obligation to pay for, repair, return or replace damaged or stolen prop- erty will be reduced by the applicable deductible shown in the Declarations. Any Comprehensive Coverage deductible shown in the Declarations does not apply to "loss" caused by fire or light- ning. SECTION IV — BUSINESS AUTO CONDITIONS The following conditions apply in addition to the Common Policy Conditions: A. Loss Conditions 1. Appraisal For Physical Damage Loss If you and we disagree on the amount of "loss", either may demand an appraisal of the "loss ". In this event, each party will select a competent appraiser. The two appraisers will select a competent and impartial umpire. The appraisers will state separately the actual cash value and amount of "loss". If they fail to agree, they will submit their differences to the umpire. A decision agreed to by any two will be binding. Each party will: a. Pay its chosen appraiser; and b. Bear the other expenses of the appraisal and umpire equally. If we submit to an appraisal, we will still retain our right to deny the claim. 2. Duties In The Event Of Accident, Claim, Suit Or Loss We have no duty to provide coverage under this policy unless there has been full compli- ance with the following duties: a. In the event of "accident ", claim, "suit" or "loss ", you must give us or our authorized representative prompt notice of the "acci- dent" or "loss ". include: (1) How, when and where the "accident" or "loss" occurred; (2) The "insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons and witnesses. b. Additionally, you and any other involved "insured" must: (1) Assume no obligation, make no pay- ment or incur no expense without our consent, except at the "insured's" own cost. (2) Immediately send us copies of any request, demand, order, notice, summons or legal paper received concerning the claim or "suit ". (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit". (4) Authorize us to obtain medical re- cords or other pertinent information. (5) Submit to examination, at our ex- pense, by physicians of our choice, as often as we reasonably require. c. If there is "loss" to a covered "auto" or its equipment you must also do the follow- ing: (1) Promptly notify the police if the cov- ered "auto" or any of its equipment is stolen. (2) Take all reasonable steps to protect the covered "auto" from further dam- age. Also keep a record of your ex- penses for consideration in the set- tlement of the claim. (3) Permit us to inspect the covered "auto" and records proving the "loss" before its repair or disposition. (4) Agree to examinations under oath at our request and give us a signed statement of your answers. 3. Legal Action Against Us No one may bring a legal action against us under this coverage form until: a. There has been full compliance with all the terms of this coverage form; and b. Under Liability Coverage, we agree in writing that the "insured" has an obliga- tion to pay or until the amount of that ob- ligation has finally been determined by judgment after trial. No one has the right under this policy to bring us into an action to determine the "insureds liability. 4. Loss Payment — Physical Damage Cover- ages At our option we may: a. Pay for, repair or replace damaged or sto- len property; Page 8 of 12 ® Insurance Services Office, Inc., 2009 CA 00 01 03 10 (Rev. 02 -11) b. Return the stolen property, at our ex- pense. We will pay for any damage that results to the "auto" from the theft; or c. Take all or any part of the damaged or stolen property at an agreed or appraised value. If we pay for the "loss ", our payment will in- clude the applicable sales tax for the dam- aged or stolen property. 5. Transfer Of Rights Of Recovery Against Others To Us If any person or organization to or for whom we make payment under this coverage form has rights to recover damages from another, those rights are transferred to us. That person or organization must do everything necessary to secure our rights and must do nothing after "accident' or "loss" to impair them. B. General Conditions 1. Bankruptcy Bankruptcy or insolvency of the "insured" or the "insured's" estate will not relieve us of any obligations under this coverage form. 2. Concealment, Misrepresentation Or Fraud This coverage form is void in any case of fraud by you at any time as it relates to this coverage form. It is also void if you or any other "insured ", at any time, intentionally con- ceal or misrepresent a material fact concern- ing: a. This coverage form; b. The covered "auto'; c. Your interest in the covered "auto "; or d. A claim under this coverage form. 3. Liberalization If we revise this coverage form to provide more coverage without additional premium charge, your policy will automatically provide the additional coverage as of the day the re- vision is effective in your state. 4. No Benefit To Bailee — Physical. Damage Coverages We will not recognize any assignment or grant any coverage for the benefit of any per- son or organization holding, storing or trans- porting property for a fee regardless of any other provision of this coverage form. COMMERCIAL AUTO 5. Other Insurance a. For any covered "auto" you own, this coverage form provides primary insur- ance. For any covered "auto" you don't own, the insurance provided by this cov- erage form is excess over any other col- lectible insurance. However, while a cov- ered "auto" which is a "trailer" is con- nected to another vehicle, the Liability Coverage this coverage form provides for the "trailer" is: (1) Excess while it is connected to a mo- tor vehicle you do not own. (2) Primary while it is connected to a covered "auto" you own. b. For Hired Auto Physical Damage Cover- age, any covered "auto" you lease, hire, rent or borrow is deemed to be a covered "auto" you own. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto ". c. Regardless of the provisions of Para- graph a. above, this coverage form's Li- ability Coverage is primary for any liability assumed under an "insured contract ". d. When this coverage form and any other coverage form or policy covers on the same basis, either excess or primary, we will pay only our share. Our share is the proportion that the Limit of Insurance of our coverage form bears to the total of the limits of all the coverage forms and policies covering on the same basis. 6. Premium Audit a. The estimated premium for this coverage form is based on the exposures you told us you would have when this policy be- gan. We will compute the final premium due when we determine your actual ex- posures. The estimated total premium will be credited against the final premium due and the first Named Insured will be billed for the balance, if any. The due date for the final premium or retrospective pre- mium is the date shown as the due date on the bill. If the estimated total premium exceeds the final premium due, the first Named Insured will get a refund. b. If this policy is issued for more than one year, the premium for this coverage form will be computed annually based on our rates or premiums in effect at the begin- ning of each year of the policy. CA 00 0103 10 (Rev. 02 -11) ® Insurance Services Office, Inc., 2009 Page 9 of 12 COMMERCIAL AUTO 7. Policy Period, Coverage Territory Under this coverage form, we cover "acci- dents" and "losses" occurring: a- During the policy period shown in the Declarations; and b. Within the coverage territory. The coverage territory is: (1) The United States of America; (2) The territories and possessions of the United States of America; (3) Puerto Rico; (4) Canada; and (5) Anywhere in the world if (a) A covered "auto" of the private pas- senger type is leased, hired, rented or borrowed without a driver for a pe- riod of 30 days or less; and (b) The "insured's" responsibility to pay damages is determined in a "suit" on the merits, in the United States of America, the territories and posses- sions of the United States of America, Puerto Rico or Canada or in a settle- ment we agree to. We also cover "loss" to, or "accidents" involv- ing, a covered "auto" while being transported between any of these places. 8. Two Or More Coverage Forms Or Policies Issued By Us If this coverage form and any other coverage form or policy issued to you by us or any company affiliated with us applies to the same "accident ", the aggregate maximum Limit of Insurance under all the coverage forms or policies shall not exceed the highest applicable Limit of Insurance under any one coverage form or policy. This condition does not apply to any coverage form or policy is- sued by us or an affiliated company specifi- cally to apply as excess insurance over this coverage form. SECTION V — DEFINITIONS A. "Accident" includes continuous or repeated expo- sure to the same conditions resulting in "bodily in- jury" or "property damage ". B. "Auto" means: 1. A land motor vehicle, "trailer" or semitrailer designed for travel on public roads; or 2. Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. However, "auto" does not include "mobile equip- ment". C. "Bodily injury' means bodily injury, sickness or disease sustained by a person including death resulting from any of these. D. "Covered pollution cost or expense" means any cost or expense arising out of: 1. Any request, demand, order or statutory or regulatory requirement that any "insured" or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pol- lutants'; or 2. Any claim or "suit" by or on behalf of a gov- ernmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutraliz- ing, or in any way responding to, or assessing the effects of, "pollutants" - "Covered pollution cost or expense" does not in- clude any cost or expense arising out of the ac- tual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollut- ants": a. That are, or that are contained in any property that is: (1) Being transported or towed by, han- dled or handled for movement into, onto or from the covered "auto' (2) Otherwise in the course of transit by or on behalf of the "insured "; or (3) Being stored, disposed of, treated or processed in or upon the covered "auto"; b. Before the "pollutants" or any property in which the "pollutants" are contained are moved from the place where they are ac- cepted by the "insured" for movement into or onto the covered "auto"; or c. After the "pollutants" or any property in which the "pollutants" are contained are moved from the covered "auto" to the place where they are finally delivered, disposed of or abandoned by the "in- sured". Paragraph a. above does not apply to fuels, lubricants, fluids, exhaust gases or other simi- Page 10 of 12 ® Insurance Services Office, Inc., 2009 CA 00 01 03 10 (Rev. 02 -11) COMMERCIAL AUTO lar "pollutants" that are needed for or result 5. That part of any other contract or agreement from the normal electrical, hydraulic or me- pertaining to your business (including an in- chanical functioning of the covered "auto" or demnification of a municipality in connection its parts, if: with work performed for a municipality) under (1) The "pollutants" escape, seep, mi- which you assume the tort liability of another grate or are discharged, dispersed or to pay for "bodily injury" or "property damage" released directly from an "auto" part to a third party or organization. Tort liability designed by its manufacturer to hold, means a liability that would be imposed by store, receive or dispose of such "pol- law in the absence of any contract or agree - lutants"; and ment; (2) The "bodily injury", "property dam- 6. That part of any contract or agreement en- age" or "covered pollution cost or ex- tered into, as part of your business, pertaining pense" does not arise out of the op- to the rental or lease, by you or any of your eration of any equipment listed in "employees ", of any "auto ". However, such Paragraph 6.b. or 6.c. of the defiini- contract or agreement shall not be considered tion of "mobile equipment ". an "insured contract" to the extent that it obli- gates gates you or any of your "employees" to pay Paragraphs b. and c. above do not apply to pP Y for "property damage" to any "auto" rented or "accidents" that occur away from premises leased by you or any of your "employees ". owned by or rented to an "insured" with re- spect to "pollutants" not in or upon a covered An "insured contract" does not include that part of "auto" if: any contract or agreement: (a) The "pollutants" or any property in a. That indemnifies a railroad for "bodily in- which the "pollutants" are contained jury" or "property damage" arising out of are upset, overturned or damaged as construction or demolition operations, a result of the maintenance or use of within 50 feet of any railroad property and a covered "auto "; and affecting any railroad bridge or trestle, (b) The discharge, dispersal, seepage, tracks, roadbeds, tunnel, underpass or migration, release or escape of the crossing; "pollutants" is caused directly by such b. That pertains to the loan, lease or rental upset, overturn or damage. of an "auto" to you or any of your "em- ployees", if the "auto" is loaned, leased or E. "Diminution in value" means the actual or per- rented with a driver; or ceived loss in market value or resale value which "loss ". c. That holds a person or organization en- results from a direct and accidental gaged in the business of transporting F. "Employee" includes a "leased worker'. "Em- property by "auto" for hire harmless for ployee" does not include a "temporary worker ". your use of a covered "auto" over a route G. "Insured" means any person or organization quali- or territory that person or organization is fying as an insured in the Who Is An Insured pro- authorized to serve by public authority. vision of the applicable coverage. Except with re- I. "Leased worker' means a person leased to you spect to the Limit of Insurance, the coverage af- by a labor leasing firm under an agreement be- forded applies separately to each insured who is tween you and the labor leasing firm to perform seeking coverage or against whom a claim or duties related to the conduct of your business. "suit" is brought. "Leased worker" does not include a "temporary H. "Insured contract" means: worker". 1. A lease of premises; J. "Loss" means direct and accidental loss or dam - 2. A sidetrack agreement; age. 3. Any easement or license agreement, except K. "Mobile equipment" means any of the following in connection with construction or demolition types of land vehicles, including any attached operations on or within 50 feet of a railroad; machinery or equipment: 4. An obligation, as required by ordinance, to in- 1. Bulldozers, farm machinery, forklifts and other demnify a municipality, except in connection vehicles designed for use principally off public with work for a municipality; roads; CA 00 0103 10 (Rev. 02 -11) ® Insurance Services Office, Inc., 2009 Page 11 of 12 COMMERCIAL AUTO 2. Vehicles maintained for use solely on or next to premises you own or rent; 3. Vehicles that travel on crawler treads; 4. Vehicles, whether self - propelled or not, main- tained primarily to provide mobility to perma- nently mounted: a. Power cranes, shovels, loaders, diggers or drills; or b. Road construction or resurfacing equip- ment such as graders, scrapers or rollers; 5. Vehicles not described in Paragraph 1., 2., 3. or 4. above that are not self - propelled and are maintained primarily to provide mobility to permanently attached equipment of the fol- lowing types: a. Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well- servicing equipment; or b. Cherry pickers and similar devices used to raise or lower workers; or 6. Vehicles not described in Paragraph 1., 2., 3. or 4. above maintained primarily for purposes other than the transportation of persons or cargo. However, self - propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos ": a. Equipment designed primarily for: (1) Snow removal; (2) Road maintenance, but not construc- tion or resurfacing; or (3) Streetcleaning; b. Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and c. Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting or well - servicing equipment. However, "mobile equipment" does not include land vehicles that are subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehi- cle insurance law are considered "autos ". L. "Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. M. "Property damage" means damage to or loss of use of tangible property. N. "Suit" means a civil proceeding in which: 1. Damages because of "bodily injury" or "prop- erty damage"; or 2. A "covered pollution cost or expense "; to which this insurance applies, are alleged. "Suit" includes: a. An arbitration proceeding in which such damages or "covered pollution costs or expenses" are claimed and to which the "insured" must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages or "covered pollution costs or expenses" are claimed and to which the insured submits with our consent. O. "Temporary worker" means a person who is fur- nished to you to substitute for a permanent "em- ployee" on leave or to meet seasonal or short- term workload conditions. P. "Trailer" includes semitrailer. Page 12 of 12 0 Insurance Services Office, Inc., 2009 CA 00 01 03 10 (Rev. 02 -11) POLICY NUMBER: DT- 810- 6A323827- TCT -13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CALIFORNIA CHANGES - CANCELLATION AND NONRENEWAL This endorsement modifies insurance provided under the following: CAPITAL ASSETS PROGRAM (OUTPUT POLICY) COVERAGE PART COMMERCIAL AUTOMOBILE COVERAGE PART COMMERCIAL GENERAL LIABILITY COVERAGE PART COMMERCIAL INLAND MARINE COVERAGE PART COMMERCIAL PROPERTY COVERAGE PART CRIME AND FIDELITY COVERAGE PART EMPLOYMENT - RELATED PRACTICES LIABILITY COVERAGE PART EQUIPMENT BREAKDOWN COVERAGE PART FARM COVERAGE PART LIQUOR LIABILITY COVERAGE PART MEDICAL PROFESSIONAL LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART PRODUCTSICOMPLETED OPERATIONS LIABILITY COVERAGE PART A. Paragraphs 2. and 3. of the Cancellation Com- mon Policy Condition are replaced by the follow- ing: 2. All Policies In Effect For 60 Days Or Less If this policy has been in effect for 60 days or less, and is not a renewal of a policy we have previously issued, we may cancel this policy by mailing or delivering to the first Named In- sured, at the mailing address shown in the policy, and to the producer of record, advance written notice of cancellation, stating the rea- son for cancellation, at least: a. 10 days before the effective date of can- cellation if we cancel for: (1) Nonpayment of premium; or (2) Discovery of fraud by: (a) Any insured or his or her repre- sentative in obtaining this insur- ance; or (b) You or your representative in pursuing a claim under this pol- icy. b. 30 days before the effective date of can- cellation if we cancel for any other rea- son. 3. All Policies In Effect For More Than 60 Days a. If this policy has been in effect for more than 60 days, or is a renewal of a policy we issued, we may cancel this policy only upon the oc- currence, after the effective date of the policy, of one or more of the following: (1) Nonpayment of premium, including pay- ment due on a prior policy we issued and due during the current policy term cover- ing the same risks. (2) Discovery of fraud or material misrepre- sentation by: (a) Any insured or his or her representa- tive in obtaining this insurance; or (b) You or your representative in pursu- ing a claim under this policy. (3) A judgment by a court or an administra- tive tribunal that you have violated a Cali- fornia or Federal law, having as one of its necessary elements an act which materi- ally increases any of the risks insured against. (4) Discovery of willful or grossly negligent acts or omissions, or of any violations of state laws or regulations establishing safety standards, by you or your repre- sentative, which materially increase any of the risks insured against. (5) Failure by you or your representative to implement reasonable loss control re- quirements, agreed to by you as a condi- tion of policy issuance, or which were conditions precedent to our use of a par- ticular rate or rating plan, if that failure IL 02 70 09 12 0 Insurance Services Office, Inc., 2012 Page 1 of 3 materially increases any of the risks in- sured against. (6) A determination by the Commissioner of Insurance that the: (a) Loss of, or changes in, our reinsur- ance covering all or part of the risk would threaten our financial integrity or solvency; or (b) Continuation of the policy coverage would: (i) Place us in violation of California law or the laws of the state where we are domiciled; or (ii) Threaten our solvency. (7) A change by you or your representative in the activities or property of the commer- cial or industrial enterprise, which results in a materially added, increased or changed risk, unless the added, in- creased or changed risk is included in the policy. b. We will mail or deliver advance written notice of cancellation, stating the reason for cancel- lation, to the first Named Insured, at the mail- ing address shown in the policy, and to the producer of record, at least: (1) 10 days before the effective date of can- cellation if we cancel for nonpayment of premium or discovery of fraud; or (2) 30 days before the effective date of can- cellation if we cancel for any other reason listed in Paragraph 3.a. B. The following provision is added to the Cancella- tion Common Policy Condition: 7. Residential Property This provision applies to coverage on real property which is used predominantly for residential purposes and consisting of not more than four dwelling units, and to cover- age on tenants' household personal property in a residential unit, if such coverage is writ- ten under one of the following: Commercial Property Coverage Part b. We may not cancel this policy solely be- cause the first Named Insured has: (1) Accepted an offer of earthquake cov- erage; or (2) Cancelled or did not renew a policy issued by the California Earthquake Authority (CEA) that included an earthquake policy premium sur- charge. However, we shall cancel this policy if the first Named Insured has accepted a new or renewal policy issued by the CEA that includes an earthquake policy premium surcharge but fails to pay the earthquake policy premium surcharge authorized by the CEA. c. We may not cancel such coverage solely because corrosive soil conditions exist on the premises. This restriction (c.) applies only if coverage is subject to one of the following, which exclude loss or damage caused by or resulting from corrosive soil conditions: (1) Commercial Property Coverage Part — Causes Of Loss — Special Form; or (2) Farm Coverage Part — Causes Of Loss Form — Farm Property, Para- graph D. Covered Causes Of Loss — Special. C. The following is added and supersedes any pro- visions to the contrary: Nonrenewal Subject to the provisions of Paragraphs C.2. and C.3. below, if we elect not to renew this policy, we will mail or deliver written notice, stating the reason for nonrenewal, to the first Named Insured shown in the Declarations, and to the producer of record, at least 60 days, but not more than 120 days, before the expiration or anniversary date. We will mail or deliver our notice to the first Named Insured, and to the producer of re- cord, at the mailing address -shown in the pol- icy. Farm Coverage Part — Farm Property — Farm 2. Residential Property Dwellings, Appurtenant Structures And This provision applies to coverage on real Household Personal Property Coverage Form property used predominantly for residential a. If such coverage has been in effect for 60 purposes and consisting of not more than four days or less, and is not a renewal of cov- dwelling units, and to coverage on tenants' erage we previously issued, we may can- household property contained in a residential cel this coverage for any reason, except unit, if such coverage is written under one of as provided in b. and c. below. the following: Page 2 of 3 0 Insurance Services Office, Inc., 2012 IL 02 70 09 12 Commercial Properly Coverage Part to the changes in our reinsurance po- Farm Coverage Part — Farm Property — Farm sition. Dwellings, Appurtenant Structures And c_ We will not refuse to renew such cover - Household Personal Property Coverage Form age solely because the first Named In- a. We may elect not to renew such cover- sured has cancelled or did not renew a age for any reason, except as provided in policy, issued by the California Earth - b., c. and d. below. quake Authority, that included an earth - quake policy premium surcharge. b. We will not refuse to renew such cover- age solely because the first Named In- d. We will not refuse to renew such cover - sured has accepted an offer of earth- age solely because corrosive soil condi- quake coverage. tions exist on the premises. This restric- tion (d.) applies only if coverage is sub - However, the following applies only to in- ject to one of the following, which exclude surers who are associate participating in- loss or damage caused by or resulting surers as established by Cal. Ins. Code from corrosive soil conditions: Section 10089.16. We may elect not to (1) Commercial Property Coverage Part renew such coverage after the first Named Insured has accepted an offer of — Causes Of Loss — Special Form; or earthquake coverage, if one or more of (2) Farm Coverage Part — Causes Of the following reasons applies: Loss Form — Farm Property, Para - (1) The nonrenewalis based on sound graph D. Covered Causes Of Loss — underwriting principles that relate to Special. the coverages provided by this policy 3. We are not required to send notice of nonre- and that are consistent with the ap- newal in the following situations: proved rating plan and related docu- a. If the transfer or renewal of a policy, with - ments filed with the Department of out any changes in terms, conditions or Insurance as required by existing law; rates, is between us and a member of our (2) The Commissioner of Insurance finds insurance group. that the exposure to potential losses b. If the policy has been extended for 90 will threaten our solvency or place us days or less, provided that notice has in a hazardous condition. A hazard- been given in accordance with Paragraph ous condition includes, but is not lim- CA. ited to, a condition in which we make c. If you have obtained replacement cover - claims payments for losses resulting age, or if the first Named Insured has from an earthquake that occurred agreed, in writing, within 60 days of the within the preceding two years and termination of the policy, to obtain that that required a reduction in policy- holder surplus of at least 25% for coverage. payment of those claims; or d. If the policy is for a period of no more (3) We have: than 60 days and you are notified at the time of issuance that it will not be re- (a) Lost or experienced a substantial newed. reduction in the availability or e. If the first Named Insured requests a scope of reinsurance coverage; change in the terms or conditions or risks or covered by the policy within 60 days of (b) Experienced a substantial in- the end of the policy period. c crease in the premium charged f. If we have made a written offer to the first for reinsurance coverage of our Named Insured, in accordance with the residential property insurance timeframes shown in Paragraph C.1., to policies; and renew the policy under changed terms or the Commissioner has approved a conditions or at an increased premium plan for the nonrenewals that is fair rate, when the increase exceeds 25°x. and equitable, and that is responsive IL 02 70 09 12 0 Insurance Services Office, Inc., 2012 Page 3 of 3 • r o o o o= o= POLICY NUMBER: DTS- U2- 5D58907 -7 -13 WC 00 00 00 (B) (Ed. 7 -11) The Travelers Insurance Companies (Each a Stock Insurance Company) Hartford, Connecticut WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY In return for the payment of the premium and subject to all terms of this policy, we agree with you as follows: GENERAL SECTION A. The Policy This policy includes at its effective date the Informa- tion Page and all endorsements and schedules listed there. It is a contract of insurance between you (the employer named in Item I of the Information Page) and us (the insurer named on the Information Page). The only agreements relating to this insurance are stated in this policy. The terms of this policy may not be changed or waived except by endorsement issued by us to be part of this policy, B. Who Is Insured You are insured if you arc an employer named in Item 1 of the Information Page. If that employer is a part- nership, and if you are one of its partners, you are insured, but only in your capacity as an employer of the partnership's employees. C. Workers Compensation Law Workers Compensation Law means the workers or workmen's compensation law and occupational dis- ease law of each state or territory named in Item 3.A_ of the Information Page. It includes any amendments to that law which are in effect during the policy pe- riod. It does not include any federal workers or work- men's compensation law, any federal occupational disease law or the provisions of any law that provide nonoccupational disability benefits. D. State Slate means anv state of the United Stales of America, and the District of Columbia. E. Locations This policy covers all of your workplaces listed in Items 1 or 4 of the Information Page; and it covers all other workplaces in Item 3.A. states unless you have other insurance or are self - insured for such work- places. PART ONE — WORKERS COMPENSATION INSURANCE A. How This Insurance Applies This workers compensation insurance applies to bodily injury by accident or bodily injury by disease. Bodily injury includes resulting death. 1. Bodily injury by accident must occur during the policy period. 2. Bodily injury by disease must be caused or aggra- vated by the conditions of your employment. The employee's last day of last exposure to the condi- tions causing or aggravating such bodily injury by disease must occur during the policy period. B. We Will Pay We will pay promptly when due the benefits required of you by the workers compensation law. C. We Will Defend We have the right and duty to defend at our expense any claim, proceeding or suit against you for benefits payable by this insurance. We have the right to inves- tigate and settle these claims. proceedings or suits. We have no duty to defend a claim, proceeding or suit that is not covered by this insurance. D. We Will Also Pay We will also pay these costs, in addition to other amounts payable under this insurance, as part of any claim, proceeding or suit we defend: 1. reasonable expenses incurred at our request, but not loss of earnings; 2, premiums for bonds to release attachments and for appeal bonds in bond amounts up to the amount payable under this insurance. Page 1 of 6 012288 0 Copyright 2009 National Council on Compensation Insurance, Inc. All Rights Reserved. • 1 � 3. litigation costs taxed against you; 4. interest on a judgment as required by law until we offer the amount due under this insurance; and 5. expenses we incur. E. Other Insurance We will not pay more than our share of benefits and costs covered by this insurance and other insurance or self - insurance. Subject to any limits of liability that may apply, all shares will be equal until the loss is paid. If any insurance or self - insurance is exhausted, the shares of all remaining insurance will be equal until the loss is paid. F. Payments You Must Make You are responsible for any payments in excess of the benefits regularly provided by the workers compensa- tion law including those required because: 1. of your serious and willful misconduct; 2. you knowingly employ an employee in violation of law: 3. you fail to comply with a health or safety law or regulation; or 4. you discharge, coerce or otherwise discriminate against any employee in violation of the workers compensation law. If we make any payments in excess of the benefits regularly provided by the workers compensation law on your behalf, you will reimburse us promptly. G. Recovery From Others We have your rights, and the rights of persons entitled to the benefits of this insurance, to recover our pay- ments from anyone liable for the injury. You will do everything necessary to protect those rights for us and to help us enforce them. WC 00 00 00 ( B) (Ed. 7 -11) H. Statutory Provisions These statements apply where they are required by law. 1. As between an injured worker and us, we have notice of the injury when you have notice. 2. Your default or the bankruptcy or insolvency of you or your estate will not relieve us of our duties under this insurance after an injury occurs. 3. We are directly and primarily liable to any person entitled to the benefits payable by this insurance. Those persons may enforce our duties; so may an agency authorized by law. Enforcement may be against us or against you and us. 4. Jurisdiction over you is jurisdiction over us for purposes of the workers compensation law. We are bound by decisions against you under that law, subject to the provisions of this policy that are not in conflict with that law. 5. This insurance conforms to the parts of the work- ers compensation law that apply to: a. benefits payable by this insurance; b. special tares, payments into security or other special funds, and assessments payable by us under that law. 6. Terms of this insurance that conflict with the workers compensation law are changed by this statement to conform to that law. Nothing in these paragraphs relieves you of your duties under this policy. PART TWO — EMPLOYERS LIABILITY INSURANCE A. How This Insurance Applies This employers liability insurance applies to bodily injury by accident or bodily injury by disease. Bodily injury includes resulting death. 1. The bodily injury must arise out of and in the course of the injured employee's employment by you. 2. The employment must be necessary or incidental to your work in a state or territory listed in Item 3.A. of the Information Page. 3. Bodily injury by accident must occur during the policy period. 4. Bodily injury by disease must be caused or aggra- vated by the conditions of your employment. The employee's last day of last exposure to the condi- tions causing or aggravating such bodily injury by disease must occur during the policy period. 5. If you are sued, the original suit and any related legal actions for damages for bodily injury by ac- cident or by disease must be brought in the United Page 2 of 6 ® Copyright 2009 National Council on Compensation Insurance, Inc. All Rights Reserved. States of America, its territories or possessions, or Canada. B. We Will Pay We will pay all sums that you legally must pay as damages because of bodily injury to your employees. provided the bodily injury is covered by this Employ- ers Liability Insurance. The damages we will pay, cohere recovery is permitted by law, include damages: 1. For which you are liable to a third party by reason of a claim or suit against you by that third party to recover the damages claimed against such third party as a result of injury to your employee; 2. For care and loss of services; and 8. 3. For consequential bodily injury to a spouse, child, parent, brother or sister of the injured employee; provided that these damages are the direct conse- quence of bodily injury that arises out of and in the course of the injured employee's employment by you; and 9- 4. Because of bodily injury to your employee that arises out of and in the course of employment, claimed against you in a capacity other than as employer. C. Exclusions This insurance does not cover: 1. Liability assumed under a contract. This exclu- sion does not apply to a warranty that your work B will be done in a workmanlike manner; o� o= 2. Punitive or exemplary damages because of bodily = injury to an employee employed in violation of e= law; 3. Bodily injury to an employee while employed in violation of law with your actual knowledge or the actual knowledge of any of your executive of- ficers; a= 4. Any obligation imposed by a workers compensa- tion, occupational disease. unemployment com- pensation, or disability benefits law. or any simi- lar law; — 5. Bodily injury intentionally caused or aggravated by you; 6. Bodily injury occurring outside the United States of America, its territories or possessions, and Canada. This exclusion does not apply to bodily We 0a 00 00 ( e) (Ed. 7 -11) injury to a citizen or resident of the United States of America or Canada who is temporarily outside these countries: Damages arising out of coercion, criticism, demo- tion, evaluation, reassignment, discipline, defa- mation, harassment, humiliation. discrimination against or termination of any employee, or any personnel practices, policies, acts or omissions. Bodily injury to any person in work subject to the Longshore and Harbor Workers' Compensation Act (33 USC Sections 901 -950), the Nonappro- priated Fund Instrumentalities Act (5 USC Sec- tions 8171- 8173), the Outer Continental Shelf Lands Act (43 USC Sections 1331- 1356a), the Defense Base Act (42 USC Sections 1651- 1654), the Federal Coal Mine Safety and Health Act (30 USC Sections 801 -945), any other federal workers or workmen's compensation law or other federal occupational disease law, or any amendments to these laws. Bodily injury to any person in work subject to the Federal Employers' Liability Act (45 USC Sec- tions 51 -60), any other federal laws obligating an employer to pay damages to an employee due to bodily injury arising out of or in the course of employment, or any amendments to those laws. 10. Bodily injury to a master or member of the crew of any vessel. 11. Fines or penalties imposed for violation of federal or state law, 12. Damages payable under the Migrant and Seasonal Agricultural Worker Protection Act (29 USC Sec- tions 1801 -1872) and under any other federal law awarding damages for violation of those laws or regulations issued thereunder, and any amend- ments to those laws. D. We Will Defend We have the right and duty to defend. at our expense. any claim, proceeding or suit against you for damages payable by this insurance. We have the right to inves- tigate and settle these claims, proceedings and suits. We have no duty to defend a claim. proceeding or suit that is not covered by this insurance. We have no duty to defend or continue defending after we have paid our applicable limit of liability under this insurance. Page 3 of 6 ,e ae 0 Copyright 2009 National Council on Compensation Insurance, Inc. All Rights Reserved. k .. E. We Will Also Pay We will also pay these costs, in addition to other amounts payable under this insurance, as part of any claim, proceeding or suit we defend: 1. Reasonable expenses incurred at our request, but not loss of earnings; 2. Premiums for bonds to release attachments and for appeal bonds in bond amounts up to the limit of our liability under this insurance; 3. Litigation costs taxed against you; 4. Interest on a judgement as required by law until we offer the amount due under this insurance; and 5. expenses we incur. F. Other Insurance We will not pay more than our share of damages and costs covered by this insurance and other insurance or self - insurance. Subject to any limits of liability that apply, all shares will be equal until the loss is paid. If any insurance or self - insurance is exhausted, the shares of all remaining insurance and self - insurance will be equal until the loss is paid. G. Limits of Liability Our liability to pay for damages is limited. Our limits of liability are shown in Item 3.B, of the Information Page. They apply as explained below: 1. Bodily Injury by Accident. The limit shown for "bodily injury by accident each accident" is the most we will pay for all damages covered by this insurance because of bodily injury to one or more employees in any one accident. A disease is not bodily injury by accident unless it results directly from bodily injury by accident. WC000000(B) (Ed. 7 -11) 2. Bodily Injury by Disease. The limit shown for "bodily injury by disease- policy limit" is the most we will pay for all damages covered by this insur- ance and arising out of bodily injury by disease, regardless of the number of employees who sus- tain bodily injury by disease. The limit shown for "bodily injury by disease -each employee" is the most we will pay for all damages because of bod- ily in jury by disease to any one employee. Bodily injury by disease does not include disease that results directly from a bodily injury by acci- dent. 3. We will not pay any claims for damages after we have paid the applicable limit of our liability un- der this insurance. H. Recovery From Others We have your rights to recover our payment from anyone liable for an injury covered by this insurance. You will do everything necessary to protect those rights for us and to help us enforce them. L Actions Against Us There will be no right of action against us under this insurance unless: 1. You have complied with all the terms of this pol- icy; and 2. The amount you owe has been determined with our consent or by actual trial and final judgement. This insurance does not give anyone the right to add us as a defendant in an action against you to deter- mine your liability. The bankruptcy or insolvency of you or your estate will not relieve us of out obligations under this Part. PART THREE — OTHER STATES INSURANCE A. How This Insurance Applies 3. We will reimburse you for the benefits required by 1. This other slates insurance applies only if one or the workers compensation law of that state if we more states are shown in Item 3.C. of the Infor- are not permitted to pay the benefits directly to mation Page. persons entitled to them. 2. If you begin work in any one of those states after the effective date of this policy and are not in- sured or are not self- insured for such work, all provisions of the policy will apply as though that state were listed in Item 3.A. of the Information Page. 4. If you have work on the effective date of this pol- icy in any state not listed in Item 3.A_ of the In- formation Page, coverage will not be afforded for that state unless we are notified within thirty days. B. Notice Tell us at once if you begin work in any state listed in Item 3.C. of the Information Page. Page 4 of 6 ® Copyright 2009 National Council on Compensation Insurance, Inc. All Rights Reserved. WC 00 00 00 ( B) (Ed. 7 -11) PART FOUR —YOUR DUTIES IF INJURY OCCURS Tell us at once if injury occurs that may be covered by this 4. Cooperate with us and assist us. as we may request, in policy. Your other duties are listed here. the investigation, settlement or defense of any claim, 1. Provide for immediate medical and other services proceeding or suit. required by the workers compensation law. 5. Do nothing after an injury occurs that would interfere 2. Give us or our agent the names and addresses of the with our right to recover from others. injured persons and of witnesses, and other informa- 6. Do not voluntarily make payments, assume obliga- tion we may need. tions or incur expenses, except at your own cost. 3. Promptly give us all notices. demands and legal papers related to the injury, claim, proceeding or suit. PART FIVE A. Our Manuals All premium for this policy will be determined by our manuals of rules, rates. rating plans and classifica- tions. We may change our manuals and apply the changes to this policy if authorized by law or a gov- ernmental agency regulating this insurance. B. Classifications Item 4 of the Information Page shows the rate and premium basis for certain business or work classifica- tions. These classifications were assigned based on an estimate of the exposures you would have during the policy period. If your actual exposures are not properly o= described by those classifications, we will assign proper classifications, rates and premium basis by endorsement to this policy. C. Remuneration Premium for each work classification is determined by multiplying a rate times a premium basis. Remunera- tion is the most common premium basis. This pre- = mium basis includes payroll and all other remuncra- tion paid or payable during the policy period for the services of. 1. All your officers and employees engaged in work covered by this policy; and 2. All other persons engaged in work that could o� make us liable under Part One (Workers Com- pensation Insurance) of this policy. If you do not have payroll records for these persons, the con- _= tract price for their services and materials may be used as the premium basis. This paragraph 2 will not apply if you give us proof that the employers ° of these persons lawfully secured their workers compensation obligations. PREMIUM D. Premium Payments You will pay all premium when due. You will pay the premium even if part or all of a workers compensation law is not valid. E. Final Premium The premium shown on the Information Page. schedules, and endorsements is an estimate. The final premium will be determined after this policy ends by using the actual, not the estimated, premium basis and the proper classifications and rates that lawfully apply to the business and work covered by this policy. If the final premium is more than the premium you paid to us, you must pay us the balance. If it is less, we will refund the balance to you. The final premium will not be less than the highest minimum premium for the classifications covered by this policy. If this policy is canceled, final premium will be de- termined in the following way unless our manuals provide otherwise: 1. If %e cancel, final premium will be calculated pro rata based on the time this policy was in force. Final premium will not be less than the pro rata share of the minimum premium. 2. If you cancel, final premium will be more than pro rata: it will be based on the time this policy was in force, and increased by our short-rate can- cellation table and procedure. Final premium will not be less than the minimum premium. F. Records You will keep records of information needed to compute premium. You will provide us with copies of those records when we ask for them. G. Audit You will let us examine and audit all your records that relate to this policy. These records include ledgers, journals, registers, vouchers, contracts, tax reports, Page 5 of 6 012290 ® Copyright 2009 National Council on Compensation Insurance, Inc. All Rights Reserved. WC 00 00 00 (B) (Ed. 7 -11) payroll and disbursement records, and programs for ends. Information developed by audit will be used to storing and retrieving data. We may conduct the au- determine final premium. Insurance rate service or- dits during regular business hours during the policy ganizations have the same rights we have under this period and within three years after the policy period provision. PART SIX —CONDITIONS A. Inspection We have the right, but are not obliged to inspect your workplaces at any time. Our inspections are not safely inspections. They relate only to the insurability of the workplaces and the premiums to be charged. We may give you reports on the conditions we find. We may also recommend changes. While they may help reduce losses, we do not undertake to perform the duty of any person to provide for the health or safety of your em- ployees or the public. We do not warrant that your workplaces are safe or healthful or that they comply with laws, regulations, codes or standards. Insurance rate service organizations have the same rights we have under this provision. B. Long Term Policy If the policy period is longer than one year and sixteen days, all provisions of this policy will apply as though a new policy were issued on each annual anniversary that this policy is in force. C. Transfer of Your Rights and Duties Your rights or duties under this policy may not be transferred without our written consent. If you die and we receive notice within thirty days after your death, we will cover your legal representa- tive as insured. D. Cancellation 1. You may cancel this policy. You must mail or deliver advance written notice to us stating when the cancellation is to take effect. 2. We may cancel this policy. We must mail or de- liver to you not less than ten days advance written notice stating when the cancellation is to take ef- fect. Mailing that notice to you at your mailing address shown in Item I of the Information Page will be sufficient to prove notice. 3. The policy period will end on the day and hour stated in the cancellation notice. 4. Any of these provisions that conflict with a law that controls the cancellation of the insurance in this policy is changed by this statement to comply with the law. E. Sole Representative The insured first named in Item I of the Information Page will act on behalf of all insureds to change this policy, receive return premium, and give or receive notice of cancellation. In witness whereof, the company has caused this policy to be signed by its President and Secretary at Hartford, Connecticut and countersigned on the Information page by a duly authorized agent of the company. L(/" `. Secretary 0 Copyright 2009 National Council on Compensation Insurance, Inc. All Rights Reserved. vvvv " President Page 6 of 6