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HomeMy WebLinkAboutAGMT - Pacific Advanced Civil Engineering Inc (PACE) and Amendment #1 and #2 (Lampson Well Treatment Analysis-Pilot Project)AMENDMENT NO. 2 PROFESSIONAL SERVICES AGREEMENT for Lampson Well Treatment Analysis (WTI 902) Professional Engineering Services between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 Pacific Advanced Civil Engineering, Inc. 17520 Newhope Street, Suite 200 Fountain Valley, CA 92708 (714) 481-7300 This Amendment No. 2, dated March 22, 2021, amends that certain agreement ("Agreement") dated December 19, 2019, as previously amended by Amendment No. 1 dated April 27, 2020, by and between the City of Seal Beach ("City"), a California charter city, and Pacific Advanced Civil Engineering, Inc. ("Consultant"), a California corporation. 1 RECITALS A. Effective December 19, 2019, City and Consultant entered into an Agreement for Consultant to provide professional engineering services for the Lampson Well Treatment Analysis, C1 WT1902 ("Project'). B. Effective April 27, 2020, City and Consultant entered into an amendment to the Agreement ("Amendment No. 1") for modified services and increased Consultant's compensation by $29,500, for a revised total contract amount of $62,500. C. City and Consultant wish to amend the Agreement, as previously amended by Amendment No. 1, for Consultant to provide additional professional engineering services for the Project, and to increase Consultants compensation by $379,105 for those additional services required in connection with the Project, for a revised total compensation in the not -to -exceed amount of $441,605 as provided herein. AMENDMENT NO.2 NOW, THEREFORE and in consideration of the foregoing and of the mutual covenants and promises herein set forth, the parties agree to amend the Agreement as follows: Section 1. Section 1.0 (Scope of Services) of the Agreement, is hereby amended to add Subsection 1.1.2 to read as follows: 1.1.2 Consultant shall provide those additional engineering services (hereinafter "Additional Services") set forth in the attached Exhibit A-2 (Consultant's Scope of Services -- Additional Services), which are hereby incorporated by reference. To the extent that there is any conflict between Exhibits A, A-1, A-2, B, this Agreement, Amendment No. 1, and Amendment No. 2, Amendment No. 2 to this Agreement shall control." Section 2. Section 2.0 (Term) of the Agreement is hereby amended in its entirety to read as follows: "2.0 Term 2.1 Except as modified by Sections 2.2 and 2.3, the term of this Agreement shall commence as of the Effective Date, and shall continue for a term of one (1) year unless previously terminated as provided by this Agreement. 2.2 Notwithstanding Section 2.1, the term of Amendment No. 1 for the performance of the Additional Services (as set forth in Exhibit A-1) shall commence as of the Effective Date of Amendment No. 1, and shall continue for a period of one (1) year ending April 13, 2021, unless previously terminated as provided by this Agreement or extended by the City Manager with 30 days' prior notice. 2 2.3 Notwithstanding Sections 2.1 and 2.2, the term of Amendment No. 2 for the performance of the Additional Services (as set forth in Exhibit A-2) shall commence as of the Effective Date of Amendment No. 2, and shall remain in full force and effect until December 31, 2025, unless previously terminated as provided by this Agreement." Section 3. Section 3.0 (Consultant's Compensation) of the Agreement is hereby amended in its entirety to read as follows: " 3.1 City will pay Consultant in accordance with the hourly rates shown on the fee schedules set forth in Exhibit A (for Services) and Exhibit A-1 (for Additional Services), but in no event will the City pay more than the total not -to -exceed amount of $62,500 for the Services (Exhibit A) and Additional Services (Exhibit A-1). Any additional work authorized by the City pursuant to Section 1.5 will be compensated in accordance with the fee schedules set forth in Exhibits A and A-1, and shall not exceed the amount authorized by the City Council at time of award or amendment. 3.1.1 City will pay Consultant in accordance with the hourly rates shown on the fee schedules set forth in Exhibit A-2 (for Additional Services), but in no event will the City pay more than the not -to -exceed amount of $379,105 for those Additional Services set forth in Exhibit A-2; and City shall pay no more than the revised total contract amount not -to -exceed $441,605 for all services under the Agreement (Exhibit A), Amendment No. 1 (Exhibit A-1), and Amendment No. 2 (Exhibit A-2). Any additional work authorized by the City pursuant to Section 1.5 under Amendment No. 2 will be compensated in accordance with the fee schedule set forth in Exhibit A-2, and shall not exceed the amount authorized by the City Council at time of amendment. 3.2. Consultant will not be compensated for any work performed not specified in the Scope of Services unless the City authorizes such work in advance and in writing. The City Manager may authorize extra work to fund unforeseen conditions up to the amount approved at the time of award by the City Council. Payment for additional work in excess of this amount requires prior City Council authorization. Any additional work authorized by the City Council pursuant to this Section will be compensated in accordance with the fee schedules set forth in Exhibit, Exhibit A-1 or Exhibit A-2."" Section 4. Subsection 15.6 is hereby added to Section 15.0 (Insurance) of the Agreement to read as follows: 15.6. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its officers, agents, officials, employees, designated volunteers and agents serving as independent contractors in the role of City officials. Consultant hereby waives its own right of recovery against City and shall require similar written express waivers and insurance clauses from each of its subconsultants or other subcontractors." Section 5. All references to the term "Agreement' throughout Sections 1.0 through 30.0, inclusive, of the Agreement are hereby modified to include the Agreement dated December 19, 3 2019, Amendment No. 1, dated April 27, 2020, and this Agreement No. 2, dated March 22, 2021, as if all of those terms are fully set forth therein. Section 6. Except as expressly modified or supplemented by this Amendment No. 2, all other provisions of the Agreement, as previously amended by Amendment No. 1, shall remain unaltered and in full force and effect. In the event of a conflict between the provisions of this Amendment No. 2 and the provisions of the Agreement and/or Amendment No. 1, the provisions of this Amendment No. 2 shall control. 4 IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be executed and attested by their proper officers thereunto: CITY OF SEAL BEACH CONSULTANT: Pacific Advanced Civil Engineering, Inc., a California cor tion � Jil Ingram, City Ma By: RpVAT�p Attest: ",� �4 *a :fVame. Duncan Lee C-3 By: Q a s: Principal, QA/QC Manager - Utilities Division Gloria arper, Ci' g� Approved as F FG �� By: By: Name: Mark E. Krebs aig . Steele, City Attorney Its: President (Please note, two signatures required for corporations under Corp. Code §313, unless corporate documents authorize only one person to sign this Agreement on behalf of the corporation.) 5 EXHIBIT A-2 Consultant's Scope of Services -- Additional Services PACE Advanced Water Engineering AUTHORIZATION FOR CHANGE ORDER TO: City of Seal Beach, Public Works Dept. ATTN: Iris Lee 211 Eighth Street DATE: Seal Beach, CA 90740 PROJECT Phone (562) 431-2527 x1322 C.O. AUTH. #: February 10, 2021 B629 — Lampson Well Treatment Analysis — Pilot Project #2 Revision 1 PACE is requesting authorization for an additional budget to perform the following new tasks. Overview: When Lampson Well runs for long periods or at higher flow rates, there is a significant increase in Hydrogen sulfide (H2S) concentrations. While H2S is identified under the National Secondary Drinking Water Regulations for aesthetic effects and is not a health and safety concern, the "rotten egg odor" from H2S is very distinct and can generate consumer complaints. The staffs current short-term solution is to increase chlorine dosage and minimize the well's operation to reduce odor development. A more permanent solution is desired to increase well production capacity and operational flexibility while reducing strain on the other three wells. The pilot study concluded a total of two (2) viable treatment options through the use of Granular Activated Carbon (GAC). They are: • Biological Activated Carbon (BAC) treatment • Passive Regeneration of GAC At this stage, the City intends to design a permanent H2S removal system at Lampson Well with PACE. Description of Scope: Our services and "optional" service will be described as follows: Task A — Project Management (Total of $20.450): Al — Overall Project Management — Email, phone, meeting correspondence, general project management, and to assist with funding opportunities. A2 — Kick-off Meeting — 1 full day or two (2) half-day initial kick-off meeting with City staff to define and refine project scope and objectives. A3 — Progress & Project Development Meetings — PACE will meet with City staff to go over progress at every significant milestone and to meet more frequently if deemed necessary with City staff. A4 — Establish & Routine Update Project Schedule — The project schedule will be generated through Microsoft Projects. PACE will update the schedule bi-monthly or more frequently if deemed necessary with City staff. Task B — Research and Data Collection (Total of $24.615): 131 — Field Site Review, Research, Review, and Data Collection — PACE will review all applicable and relevant data, including and not limited to record drawings, water quality reports, SCADA data, site visits, and City standard plans and specifications. B2 — Additional Piloting for Design Parameters — PACE will assist City staff in collaborating with the California State Division of Drinking Water (DDW) to determine the required pilot objectives and data Iris Lee — Change Order #2 (Revision 1) February 10, 2021 Lampson Well Treatment Analysis — Pilot Project— City of Seal Beach / #B629 Page 2 of 5 necessary for the City to design the treatment system. PACE assumes City will perform typical water quality testing as required for the pro'ect. B3 — Microbian Diversity Analysis (BAC Only) — PACE will provide equipment, materials, and labor to examine the GAC media samples from additional piloting for microbial communities that may be responsible for sulfide oxidation and removal. PACE will test the GAC media samples to identify specific sulfur -oxidizing microorganisms (bacteria), such as Acidithiobacillus spp. and Thiobacillus spp. The possible presence of ammonia -oxidizing bacteria will also be examined. Two (2) samples will be extracted after three (3) weeks, and an additional two (2) samples after six (6) weeks of growing biomass. B4 — Geotechnical Service and Report — PACE will hire Ninyo & Moore to update the original September 19, 2008, Geotechnical Evaluation Lampson Avenue Well Report. The updated report will contain updated soil design parameters for the additional structural loads from the proposed treatment vessels. Task C — Utility Research and Base Mapping (Total of $8,405): C1 — Notify U.S.A. to Field Mark Underground Utilities — PACE will assist City staff in requesting U.S.A. to field mark underground utilities within the proposed project limit. C2 — Utility Research with a Utility Log — PACE will review applicable record drawings and U.S.A. markings to determine existing underground utilities within the proposed project limit. C3 — Topographic Survey (Secondary wl Pump Station Pad as Bench at 0') — PACE will utilize in-house staff and equipment to determine the existing elevation of unimproved areas, areas of potential conflict, and all points of connections. The bench will be the current concrete pump station pad with an assumed secondary elevation of 0'. Task D — Preliminary Design Report (PDR) (Total of $42,935): D1 — Concept Site Layout Plans (2 Layout Alternatives) — PACE will develop two (2) optimal site layout alternatives for City staff consideration. The minimum requirement for consideration is constructability, accessibility, and maintainability. The valving arrangement will be designed with actuated valves to automate the treatment system for removing H2S using either the BAC or passive regeneration method. Filter -to -waste and bypass cycles will also be managed through actuated valves. Additional manual lead -lag valve arrangement will be necessary to handle future removal of PFAS. Each concept plan will be around eight (8) sheets, consist of a site plan, site elevation, mechanical plan, storm drain piping, sewer piping, airline and air compressor layout, P&ID, and electrical single -line. D2 — 90% & 100% Preliminary Design Report (PDR) Submittal — PACE will collaborate with City staff to develop critical design and operation parameters, including selecting major equipment in the PDR. D3 — Preliminary Cost Estimate — PACE will develop a "rough" cost estimate for the City to validate necessary funding to design and construct the proposed treatment system. D4 — Architectural Site Elevation of Final Layout Alternative — PACE will develop site elevation exhibits that can be included in the contract documents or used for various public presentations. D5 — Public Presentations (City Council, Town Hall Outreach, etc) — PACE will collaborate with City staff to support or make presentations at four (4) various public meetings, including any City Council or town hall outreach efforts. Task E — Construction Documents (Total of $113,990): E1 — Engineering Plans (50%, 90%, and 100% Final Submittals) — PACE will develop construction plans, including general, civil, mechanical, structural, electrical, and instrumentation plan sheets for the treatment system. Final plans is expected to have over forty (40) plan sheets. It will include and are PACE Iris Lee — Change Order #2 (Revision 1) February 10, 2021 Lampson Well Treatment Analysis — Pilot Project— City of Seal Beach / #B629 Page 3 of 5 not limited to title sheet, general notes, boundary map, demo plan, site plan, grading plan, civil details, yard piping plan, water line and connection, sewer line and connection, storm drain line and connection, air supply line and compressor plan, site elevation plan, mechanical plans, mechanical sections, mechanical details, steel tank plans, foundation plans, structural details, structural calculations, fencing plans and details, filters P&ID plans, chemical injection and sampling modification plans, single line diagram, panel schedule, conduit and wire schedule, electrical and power control conduit plan, and electrical details. E2 — Special Provisions and Technical Specifications (90% and 100% Final Submittals) — PACE will prepare bid specifications in City format. E3 — Cost Estimate (90% and 100% Final Submittals) — PACE will prepare an engineer's cost estimate to be included in the bid package and a more conservative estimate for budgetary purposes. Task F — CEQA and Permitting (Total of $20,435): F1 — Assist w/CEQA Categorical Exemption — PACE can provide necessary information and assistance to City staff to utilize CEQA Categorical Exemption for the treatment project on an existing well site. F2 — Assist City to Obtain Initial DDW Approval to Proceed with Design and Construction — PACE will collaborate with City staff to submit a package to DDW to obtain permission to proceed with the proposed treatment design and construction of the treatment system. The DDW package will include the final technical memorandum from the pilot study and a concept site plan. F3 — Assist w/ Conditional Use Permit (Planning) — PACE can provide necessary information and assistance to City staff to obtain any required Planning permit, including preparing exhibits or attending meetings. F4 —Assist w/ Building Permit (Building & Safety) — PACE can provide necessary information and assistance to City staff to obtain any required Building & Safety permit, including preparing additional engineering details or calculations. F5 — Prepare DDW Water Quality Monitoring Plan — PACE will collaborate with City staff to develop a comprehensive water quality monitoring plan to satisfy DDW. The monitoring plan will be more comprehensive for the 1St year of operation and less stringent once the treatment system is operating correctly. DDW will likely require monitoring treated water from each treatment vessel and aggregate water before released to the City's drinking water network. PACE assumes City will perform typical water Quality testing as required for the project. F6 — Update Technical Memorandum of the Pilot Study — Upon completion of any additional pilot testing and laboratory testing, PACE will update the technical memorandum of the pilot study and will be submitted to DDW for final approval to operate the treatment system. F7 — Assist City to Obtain Final DDW Approval to Place Treatment System in Operation — PACE will collaborate with City staff to submit a final DDW package for permission to operate the new treatment system and distributed treated effluent into the City's drinking water network. Task G — Construction & Post Construction Support (Total of $49,955): G1 — Bid Support — PACE will assist City staff with bid support, including and not limited to pre-bid meetings, bid review, and addendums. G2 — Construction Engineering Support — PACE will assist City staff with construction engineering support, including and not limited to pre -construction meetings, site meetings, review submittals, respond to RFIs, and evaluate contractor's change order requests. G3 — Provide Guidance and Direction for Treatment Start -Up — Once construction is substantially completed to test the treatment system, PACE will collaborate with City staff and the contractor and 1� PACE Iris Lee — Change Order #2 (Revision 1) February 10, 2021 Lampson Well Treatment Analysis — Pilot Project— City of Seal Beach / #B629 Page 4 of 5 provide guidance to start-up the treatment system. The short duration testing period will not be sending treated effluent into the City drinking water network but will be disposed of through the existing storm drain piping. G4 — Provide Operator Training (2 Sessions) — Once the contractor is off-site and the City has taken full ownership of the new treatment system, PACE will coordinate with City staff to provide two (2) full sessions of operator training. Training will include the ability and option to treat using the BAC method or the passive regeneration method. G5 — Provide Two (2) Years of Remote System Monitoring (Includes Wireless Service) — PACE will have the ability to monitor the treatment system remotely and to advise City staff if changes and maintenance are necessary. PACE will not control or change control of the treatment system unless specifically requested by an authorized City operation staff. PACE will perform this service for two (2) years. G6 — Prepare O&M Manual — After the treatment system operates for a reasonable amount of time, PACE will collaborate with City staff to develop a simple to use O&M manual. The manual will show the start-up of the treatment system, shut down the system, clean the system through backwashing, and regenerate GAC media through passive venting. Furthermore, there will be one full electronic manual with quick navigation links, and a separate compact manual meant for day to day operators. G7 — Record Drawings — PACE will prepare record drawings from the contractor's redline mark-up plans. Optional Task H (Total of $98,320): H1 rOptionalj — Custom Build & Program Stainless Steel Control Panel (2 Phases of Programmingi — PACE will design a new filtration control panel for the treatment system and its four 14s water treatment filter vessels. The new control panel will provide automatic and manual control of each vessel s multiple modulating valves. The control panel will be programmed to isolate throttle and redilate flow as required not exceed treatment capacity and regulate flow for backwash cycles The design will include shop drawing preparation of all hardware and layout of the proposed panel PACE will procure materials and hardware for the panel fabricate the panel and program the panel for 2 phases of use 1 phase is to have an operational HMI screen to manually control automated valves for the treatment s,/stern to ensure connectivity and open and close properly After the treatmentsystem Is in operation for se���eral months and a desired automated approar( identified ;y PACE and the City 2" and final phase programming will automate the treatment system's process to simplify operators' steps and reduce the opportunity to operate the t,eatrnar.t syste- ,nco-ectly Br ng terminations and m;;unt ng the panel at tre project site shall be provided by the City s contrac?o" while PACE will provide independent field s/steam loop checks testing, and debugging The O&M manual will be updated per the final HMI design centro! panel will be provided wits, tag arrays for City s SCADA integrator to separately a,,,dlater lie—into Cit, s existing SCADA PACE anticipate the `allow ng tentative list of major hardware (not all tithe` ancilla:,, erg .ilp-ent not Show' below; PLC Processor PLC Power SuPPI PLC Backplane Color Touchscreen UPS for Panel NEMA 4X 304SS Enciosore Interior Back Panel Swingout Panel v'Ireinss Ethernet Bridge Back -rip Conventional :Auto -d al Alarm 1J^,t PACE Iris Lee — Change Order #2 (Revision 1) February 10, 2021 Lampson Well Treatment Analysis — Pilot Project— City of Seal Beach / #B629 Page 5 of 5 COInoenSation: PACE will complete the work outlined herein and invoice the City monthly on a percentage of completion basis for the Not -To -Exceed amount of $280,785 in accordance with the attached hourly rate and engineering fee estimate. NOTE: All of the above fees are Not -To -Exceed amounts and will not be exceeded without prior written consent. Task Description: Professional Fee: Task A — Project Management $ 20,450 Task B — Research and Data Collection $ 24,615 Task C — Utility Research and Base Mapping $ 8,405 Task D — Preliminary Design Report (PDR) $ 42,935 Task E — Construction Documents $113,990 Task F — CEQA and Permitting $ 20,435 Task G — Construction & Post Construction Support $49,956 This Request - Change Order #2: Task H (Optional) — Custom Build & Prograrm SS Control Panel $ 98,320 Estimated By: February 10, 2021 Duncan Lee, PE — PACE Date AGREED TO AND ACCEPTED BY: Iris Lee, P.E. - City of Seal Beach Date 1 PACE SON=== 80411803801*1 --... _ ...1. -1111-1111�11141111 1114111111g11 � saoinuag ioJ asd wnS dwnj 1ej01gnS slsooySej E a IelolgnS 10Mod ueVl JeS (uwnlooaajSlaaS) X1'111111®1"�'1'11Q1"�'1'1111''b11 ibS (uwnioo aad Sl aaS) 0111101111.'0111�11111�111c1111111b11 II'd (uwnloo oad Sl aaS) 111101111 uiN (uwnloo aad Sl aaS) 1111 1111 111011111:` 111011111Q III 11101111111011 11101111111; ` IONIC 1 11 1lun A3AJI1S Sd9 OM mill , ddnS uiwPV S9 S m cool lau6isap3iydeiJ OLLS - mill ls6jeuV S19! oadS jV9 Olt$ -,,,, iau61sa0 OVA is DOLS � mill iaaw6u3 u6isat) O£tS a iaaw6u31uels1ssV O£LS,,,,',��,',�,'8®�„®��`,�®®,®,',� laaui6u3l3aloJd 093 N 10®I _N Jaaulbu3 130fOld JS Sit$ —,,,, w Ell - mill v -1111- 0,,,'�v 111111 mill': �III -111 III lco -,,,,,':.a �,l„l'v m,,,,c?og � 0000G - oil III III - '• g - ®0G —,,,,,11-„1 -,,,,,,UIII 1800®DOj= epi OBI plepadS'luo9'8'isulIS OLZS ^'„©' i00u16u3 le3143813 JS SKS N mill ia6eueIN Uafoid is SZZS ZL �l®l ledmuud 5SZS mill v mill ^ oclo — mill � oll �III ` lull -1111 `� aol -1110,,,,,,,'x„ `- oolllll' lli q _ a O _ m Cr F 'ON wall .. 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THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License # 0757776 CONTACT NAME: ac°,"x ,Ext): (949) 623-3980 ac, Ne):(949) 891-0407 Newport Beach, CA - HUB International Insurance Services Inc. 4695 MacArthur Court Suite 600 ADDRESS, Newport Beach, CA 92660 INSURERS AFFORDING COVERAGE NAIC /< INSURER A: Evanston Insurance Company 35378 DAMAGE TO RENTED 300,000 rr INSURED INSURER B: Nationwide Mutual Insurance Company 23787 INSURER C: Oak River Insurance Company 34630 Pacific Advanced Civil Engineering Inc. (PACE) INSURER D: Arch S ecial Insurance Company 21199 17520 Newhope Street Suite 120 Fountain Valley, CA 92708 INSURER E INSURER F : AUTOMOBILE X X COVERAGES CERTIFICATE NUMBER- 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 T TYPE OF INSURANCE ADOL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMBS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE � OCCUR X MKLV5PBC001833 4/30/2020 4/30/2021 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED 300,000 rr MED EXP (Any oneperson) $ PERSONAL & ADV INJURY $ 1'000'000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY X JECOT- � LOC OTHER: CAP:$10,000,000 GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 EBL AGGREGATE 11000,000 B AUTOMOBILE X X LIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIREDX NON -OWNED AUTOS ONLY AUTOS ONLY X ACP BA 3009722129 4/30/2020 4/30/2021 COMBINED SINGLE LIMIT nt)$ 1,000,000 BODILY INJURY Perperson) BODILY INJURY Per accident $ PROPERTY DAMAGE Per accident A X UMBRELLA L1113 EXCESS LIAB X OCCUR CLAIMS -MADE MKLV5EUL102438 4/30/2020 4/30/2021 EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 DED RETENTION $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? F—] (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below NIAE.L. X PAWC229051 3/2/2021 3/2/2022 X I PER OTH- STATUTE ER EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT 1,000,000 D D PROF & POLL LIAB RETRO DATE: 1/1/1995 CPPOO55298-07 CPPOO55298-07 4/30/2020 4/30/2020 4/30/2021 4/30/2021 EACH CLAIM $3M / DED 150,000 AGG $6M/ DED 450,000 DESCRIPTION OF OPERATIONS/ LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space Is required) RE: Operations of the named insured during the current policy term. City of Seal Beach, its directors, officials, officers, employees, agents and volunteers are additional insured with respect to the General Liability and Auto Liability as per written contract with the named insured and attached endorsements. Excess Liability Follows Form. 30 day notice of cancellation applies per policy provisions and endorsements. CERTIFICATE HOLDER f-etur1171 I ATlnu AGUKLJ ZD (ZU101U3) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Seal Beach THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 211 - 8th Street ACCORDANCE WITH THE POLICY PROVISIONS. Seal Beach, CA 90740 AUTHORIZED REPRESENTATIVE AGUKLJ ZD (ZU101U3) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: MKLV5PBC001833 COMMERCIAL GENERAL LIABILITY CG 20 37 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Location And Description Of Completed Operations As required by written contract executed by both parties Applies to Commercial Work only prior to loss Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section 11 — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property dam- age" caused, in whole or in part, by "your work" at the location designated and described in the sched- ule of this endorsement performed for that additional insured and included in the "products -completed operations hazard". CG 20 37 07 04 © ISO Properties, Inc., 2004 Page 1 of 1 0 ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS (FORM B) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: As required by written contract executed by both parties prior to loss Applies to commercial work only (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) WHO IS AN INSURED (Section II) is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of "your Work" for that insured by or for you. CG20101185 Copyright, Insurance Services Office, Inc. Policy Number: MKLV5PBC001833 COMMERCIAL GENERAL LIABILITY CG 20 10 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Locations Of Covered Operations As required by written contract executed by both parties All locations prior to loss Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) desig- nated above. B. With respect to the insurance afforded to these additional insureds, the following additional exclu- sions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equip- ment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its in- tended use by any person or organization other than another contractor or subcontractor en- gaged in performing operations for a principal as a part of the same project. CG 20 10 07 04 © ISO Properties, Inc., 2004 Page 1 of 1 COMMON POLICY CONDITIONS All Coverage Parts included in this policy are subject to the following conditions. A. Cancellation 1. The first Named Insured shown in the Declara- tions may cancel this policy by mailing or deliv- ering to us advance written notice of cancella- tion. 2. We may cancel this policy by mailing or deliver- ing to the first Named Insured written notice of cancellation at least: a. 10 days before the effective date of cancel- lation if we cancel for nonpayment of premi- um; or b. 30 days before the effective date of cancel- lation if we cancel for any other reason. INTERLINE IL 00 17 11 98 b. Give you reports on the conditions we find; and c. Recommend changes. 2. We are not obligated to make any inspections, surveys, reports or recommendations and any such actions we do undertake relate only to in- surability and the premiums to be charged. We do not make safety inspections. We do not un- dertake to perform the duty of any person or organization to provide for the health or safety of workers or the public. And we do not warrant that conditions: 3. We will mail or deliver our notice to the first Named Insured's last mailing address known to us. 3. 4. Notice of cancellation will state the effective date of cancellation. The policy period will end on that date. 5. If this policy is cancelled, we will send the first Named Insured any premium refund due. If we cancel, the refund will be pro rata. If the first Named Insured cancels, the refund may be less than pro rata. The cancellation will be ef- fective even if we have not made or offered a refund. 6. If notice is mailed, proof of mailing will be suffi- cient proof of notice. B. Changes This policy contains all the agreements between you and us concerning the insurance afforded. The first Named Insured shown in the Declarations is authorized to make changes in the terms of this policy with our consent. This policy's terms can be amended or waived only by endorsement issued by us and made a part of this policy. C. Examination Of Your Books And Records We may examine and audit your books and rec- ords as they relate to this policy at any time during the policy period and up to three years afterward. D. Inspections And Surveys 1. We have the right to: a. Make inspections and surveys at any time; 4. a. Are safe or healthful; or b. Comply with laws, regulations, codes or standards. Paragraphs 1. and 2. of this condition apply not only to us, but also to any rating, advisory, rate service or similar organization which makes in- surance inspections, surveys, reports or rec- ommendations. Paragraph 2. of this condition does not apply to any inspections, surveys, reports or recom- mendations we may make relative to certifica- tion, under state or municipal statutes, ordi- nances or regulations, of boilers, pressure ves- sels or elevators. E. Premiums The first Named Insured shown in the Declara- tions: 1. Is responsible for the payment of all premiums; and 2. Will be the payee for any return premiums we pay. F. Transfer Of Your Rights And Duties Under This Policy Your rights and duties under this policy may not be transferred without our written consent except in the case of death of an individual named insured. If you die, your rights and duties will be transferred to your legal representative but only while acting within the scope of duties as your legal representa- tive. Until your legal representative is appointed, anyone having proper temporary custody of your property will have your rights and duties but only with respect to that property. IL 00 17 11 98 Copyright, Insurance Services Office, Inc., 1998 Page 1 of 1 0 COMMERCIAL AUTO AC 70 05 03 16 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO PROTECTION - GOLD This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM SUMMARY OF COVERAGES A. Effect of This Endorsement B. Newly Acquired or Formed Entities C. Employees as Insureds - Nonowned Autos D. Additional Insured by Contract, Permit or Agreement E. Supplementary Payments - Bail Bonds F. Supplementary Payments - Loss of Earnings G. Personal Effects and Property of Others Extension H. Prejudgment Interest Coverage I. Fellow Employee - Officer, Managers and Supervisors J. Hired Auto Physical Damage K. Temporary Substitute Autos - Physical Damage Coverage L. Expanded Towing Coverage M. Auto Loan or Lease Coverage N. Original Equipment Manufacturer Parts - Leased Private Passenger Types O. Deductible Amendments P. Rental Reimbursement Coverage Q. Expanded Transportation Expense R. Extra Expense - Stolen Autos S. Physical Damage Limit of Insurance T. New Vehicle Replacement Cost U. Physical Damage Coverage Extension V. Transfer of Rights of Recovery Against Others To Us W. Section IV - Business Auto Conditions - Notice of and Knowledge of Occurrence X. Hired Car Coverage Territory Y. Emergency Lock Out Z. Cancellation Condition AC 70 05 0316 Includes copyrighted material of Insurance Services Office, Inc. Page 1 of 7 with its permission COMMERCIAL AUTO AC 70 05 0316 A. EFFECT OF THIS ENDORSEMENT Coverage provided under this policy is modified by the provisions of this endorsement. If there is any conflict between the provisions of this endorsement and the provision(s) of any state - specific endorsement also attached to this poli- cy, then the provision(s) of the state -specific endorsement shall apply instead of the provi- sions of this endorsement that are in conflict, but only to the extent of the conflict, and only to the extent necessary to bring such provisions into conformance with the state requirement(s) contained in the provision(s) of the state -specific endorsement. B. NEWLY ACQUIRED OR FORMED ENTITIES The Named Insured shown in the Declarations is amended to include any organization you newly acquire or form, other than a partnership, joint venture, or limited liability company, and over which you maintain ownership or majority (more than 50%) interest; if there is no other similar in- surance available to that organization. Coverage under this provision is afforded until the 1801h day after you acquire or form the organization or the end of the policy period, whichever is later. C. EMPLOYEES AS INSUREDS - NONOWNED AUTOS The following is added to paragraph A.1. Who Is An Insured of SECTION II - COVERED AUTOS LIABILITY COVERAGE: d. Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow in your business or your per- sonal affairs. D. ADDITIONAL INSURED BY CONTRACT, PERMIT OR AGREEMENT The following is added to A.1. Who Is An In- sured of SECTION II - COVERED AUTOS LIABILITY COVERAGE: Any person or organization that you are re- quired to name as an additional insured in a written contract or agreement that is executed or signed by you prior to a "bodily injury' or "property damage" occurrence is an "insured" for Covered Auto Liability coverage. How- ever, with respect to covered "autos", such person or organization is an insured only to the extent that person or organization qualifies as an "insured" under A.1. Who is an Insured of SECTION II - COVERED AUTOS LIABILITY COVERAGE: If specifically required by the written contract or agreement referenced in the paragraph above, any coverage provided by this endorsement to an additional insured shall be primary and any other valid and collectible insurance avail- able to the additional insured shall be non- contributory with this insurance. If the written contract does not require this coverage to be primary and the additional insured's coverage to be non-contributory, then this insurance will be excess over any other valid and collectible insur- ance available to the additional insured. E. SUPPLEMENTARY PAYMENTS - BAIL BONDS Supplementary Payments of SECTION II - COVERED AUTOS LIABILITY COVERAGE is revised as follows: (2) Up to $2,500 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. F. SUPPLEMENTARY PAYMENTS - LOSS OF EARNINGS Supplementary Payments of the SECTION II - COVERED AUTOS LIABILITY COVERAGE is revised as follows: (4) All reasonable expenses incurred by the "in- sured" at our request, including actual loss of earnings up to $500 a day because of time off from work. G. PERSONAL EFFECTS AND PROPERTY OF OTHERS EXTENSION 1. The. Care, Custody or Control Exclusion of SECTION II - COVERED AUTOS LIABILITY COVERAGE, does not apply to "property damage" to property, other than your property, up to an amount not exceed- ing $250 in any one "accident". Coverage is excess over any other valid and collectible insurance. 2. The following paragraph is added to A.4. Coverage Extensions of SECTION III - PHYSICAL DAMAGE COVERAGE: c. We will pay up to $500 for your property that is lost or damaged as a result of a covered "loss", without applying a de- ductible. Coverage is excess over any other valid and collectible insurance. Page 2 of 7 Includes copyrighted material of Insurance Services Office, Inc. AC 70 05 0316 with its permission H. PREJUDGMENT INTEREST COVERAGE The following paragraph is added to SECTION II — COVERED AUTOS LIABILITY COVERAGE, 2. Coverage Extensions, a. Supplementary Payments: (7) Prejudgment interest awarded against the "insured" on that part of the judgment we pay. If we make an offer to pay the appli- cable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. I. FELLOW EMPLOYEE — OFFICERS, MANAGERS, AND SUPERVISORS The Fellow Employee Exclusion in SECTION II — COVERED AUTOS LIABILITY COVERAGE is replaced as follows; A. "Bodily injury" to any fellow "employee" of the "insured" arising out of and in the course of the fellow "employee's" employment or while performing duties related to the con- duct of your business. This exclusion does not apply to an "insured" who occupies a position as an officer, manager, or supervi- sor. J. HIRED AUTO PHYSICAL DAMAGE If covered "auto" designation symbols 1 or 8 ap- ply to Liability Coverage and if at least one "au- to" you own is covered by this policy for Com- prehensive, Specified Causes of Loss, or Colli- sion coverages, then the Physical Damage coverages provided are extended to "autos" you lease, hire, rent or borrow without a driver; and provisions in the Business Auto Coverage Form applicable to Hired Auto Physical Damage apply up to a limit of $100,000. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. Any Compre- hensive deductible does not apply to fire or lightning. K. TEMPORARY SUBSTITUTE AUTOS — PHYSICAL DAMAGE COVERAGE The following is added to paragraph C. Certain Trailers, Mobile Equipment And Temporary Substitute Autos of SECTION I - COVERED AUTOS: If Physical Damage Coverage is provided by this Coverage Form, the following types of vehicles are also covered "autos" for Physi- cal Damage Coverage: Any "auto" you do not own while used with the permission of its owner as a temporary COMMERCIAL AUTO AC 70 05 0316 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 The coverage that applies is the same as the coverage provided for the vehicle being replaced. L. EXPANDED TOWING COVERAGE 1. We will pay up to: a. $100 for a covered "auto" you own of the private passenger type, or b. $500 for a covered "auto" you own that is not of the private passenger type, for towing and labor costs incurred each time the covered "auto" is disabled. Howev- er, the labor must be performed at the place of disablement. 2. This coverage applies only for an "auto" covered on this policy for Comprehensive or Specified Causes of Loss Coverage and Collision Coverages. 3. Payment applies in addition to the otherwise applicable amount of each coverage you have on a covered "auto". M. AUTO LOAN OR LEASE COVERAGE 1. In the event of a total "loss" to a covered "auto", we will pay any unpaid amount due on the loan or lease, including up to a max- imum of $500 for early termination fees or penalties, for your covered "auto" less: a. The amount paid under SECTION III — PHYSICAL DAMAGE COVERAGE of this policy; and b. Any: 1) Overdue lease/loan payments at the time of the "loss"; 2) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; 3) Security deposits not refunded by a lessor; 4) Costs of extended warranties, Credit Life insurance, Health, Accident, or Disability insurance purchased with the lease; and AC 70 05 0316 Includes copyrighted material of Insurance Services Office, Inc., Page 3 of 7 with its permission COMMERCIAL AUTO AC 70 05 0316 5) Carry-over balances from previous leases. 2. This coverage only applies to a 'loss" which is also covered under this policy for Com- prehensive, Specified Causes of Loss, or Collision coverage. 3. Coverage does not apply to any unpaid amount due on a loan for which the covered "auto" is not the sole collateral. N. ORIGINAL EQUIPMENT MANUFACTURER PARTS — LEASED PRIVATE PASSENGER TYPES Under Paragraph C. Limit of Insurance of SECTION III — PHYSICAL DAMAGE COVERAGE, Section 4 is added as follows: 4. We will use new original equipment vehicle manufacturer parts for any private passen- ger type covered "auto" where required by the lease agreement which has a term of at least six months. If a new original equip- ment vehicle manufacturer part is not in pro- duction or distribution we may use a like, kind and quality replacement part. O. DEDUCTIBLE AMENDMENTS The following are added to the Deductible provi- sion of SECTION III — PHYSICAL DAMAGE COVERAGE: If another policy or coverage form that is not an automobile policy or coverage form issued by this company applies to the same "accident", the following applies: 1. If the deductible under this coverage is the smaller (or smallest) deductible, it will be waived: 2. If the deductible under this coverage is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible. If a Comprehensive or Specified Causes of Loss Coverage "loss' from one "accident' involves two or more covered "autos", only the highest deductible applicable to those coverages will be applied to the "accident," if the cause of the loss is covered for those vehicles. This provision only applies if you carry Comprehensive or Specified Causes of Loss Coverage for those vehicles, and does not extend coverage to any covered "autos" for which you do not carry such coverage. No deductible applies to glass if the glass is re- paired, in a manner acceptable to us, rather than replaced. P. RENTAL REIMBURSEMENT COVERAGE 1. This coverage applies only to a covered "au- to" for which Physical Damage Coverage is provided on this policy. 2. We will pay for rental reimbursement ex- penses incurred by you for the rental of an "auto" because of 'loss" to a covered "auto". Payment applies in addition to the otherwise applicable amount of each coverage you have on a covered "auto." No deductibles apply to this coverage. 3. We will pay only for those expenses incurred during the policy period beginning 24 hours after the "loss" and ending, regardless of the policy's expiration, with the lesser of the following number of days: a. The number of days reasonably required to repair or replace the covered "auto". If "loss" is caused by theft, this number of days is added to the number of days it takes to locate the covered "auto" and return it to you. b. The number of days shown in the Schedule. 4. Our payment is limited to the lesser of the following amounts: a. Necessary and actual expenses incurred. b. $75 for any one day or for a maximum of 30 days. 5. This coverage does not apply while there are spare or reserve "autos" available to you for your operations. 6. If "loss" results from the total theft of a cov- ered "auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement ex- penses which is not already provided for un- der SECTION III — PHYSICAL DAMAGE COVERAGE Coverage Extension. Q. EXPANDED TRANSPORTATION EXPENSE Paragraph AA.a. of SECTION III — PHYSICAL DAMAGE COVERAGE is replaced by the follow- ing: We will pay up to $50 per day to a maximum of $1500 for temporary transportation expense in- curred by you because of the total theft of a Page 4 of 7 Includes copyrighted material of Insurance Services Office, Inc AC 70 05 03 16 with its permission. covered "auto" of the private passenger type. We will only pay for those covered "autos" for which you carry Comprehensive or Specified Causes of Loss Coverage. We will pay for tem- porary transportation expenses incurred during the period beginning 24 hours after the theft and ending, regardless of the policy's expiration, when the covered "auto" is returned to use or we pay for its "loss". R. EXTRA EXPENSE — STOLEN AUTOS The following paragraph is added to Coverage Extensions of SECTION III — PHYSICAL DAMAGE COVERAGE: c. We will pay for up to $5,000 for the expense of returning a stolen covered "auto" to you. We will pay only for those covered "autos" for which you cant' Comprehensive or Spec- ified Causes of Loss Coverage S. PHYSICAL DAMAGE LIMIT OF INSURANCE Under SECTION III — PHYSICAL DAMAGE COVERAGE, Paragraph C., Limit of Insurance is replaced by the following: 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. 2. $1500 is the most we will pay for "loss" in any one "accident" to all electronic equip- ment that reproduces, receives or transmits audio, visual or data signals which, at the time of "loss", is: a. Permanently installed in or upon the covered "auto" in a housing, opening or other location that is not normally used by the "auto" manufacturer for the in- stallation 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". 4. The cost of repairing or replacing may: a. Be based on an estimate which includes parts furnished by the original equip - COMMERCIAL AUTO AC 70 05 0316 ment manufacturer or other sources in- cluding non -original equipment manu- facturers and b. If a repair or replacement results in bet- ter than like kind or quality, we will not pay for the amount of the net improve- ment. 5. If we offer to pay the actual cash value of the damaged or stolen property, we will value auto advertising wraps, paint customi- zation, and similar business related advertis- ing modifications, in addition to the actual cash value of the property. Auto advertising wraps, paint customization, and similar business related advertising modifications will be valued at the cost to replace them with an adjustment made for depreciation and physical condition. T. NEW VEHICLE REPLACEMENT COST The following is added to the Limit of Insurance provision of SECTION III — PHYSICAL DAMAGE COVERAGE: 5. The provisions of paragraphs 1. and 3. do not apply to a covered "auto" of the private passenger type or a vehicle with a gross vehicle weight rating of 20,000 pounds or less which is a "new vehicle." In the event of a total "loss" to your new ve- hicle to which this coverage applies, we will pay at your option: a. The verifiable "new vehicle" purchase price you paid for your damaged vehi- cle, not including any insurance or war- ranties purchased; b. If it is available, the purchase price, as negotiated by us, of a "new vehicle" of the same make, model, and equipment or the most similar model available, not including any furnishings, parts, or equipment not installed by the manufac- turer or manufacturers' dealership; or . c. The market value of your damaged ve- hicle, not including any furnishings, parts, or equipment not installed by the manufacturer or manufacturer's dealer- ship. We will not pay for initiation or set up costs associated with loans or leases As used in this endorsement, a "new vehicle" means an "auto" of which you are the original owner that has not been previ- AC 70 05 0316 Includes copyrighted material of Insurance Services Office, Inc., Page 5 of 7 with its permission COMMERCIAL AUTO AC 70 05 0316 ously titled and which you purchased less than 365 days before the date of the "loss". U. PHYSICAL DAMAGE COVERAGE EXTENSIONS Under SECTION III — PHYSICAL DAMAGE COVERAGE, A. Coverage, Coverage Exten- sions, b. Loss of Use Expenses is replaced by the following: 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 ex- penses if caused by: (1) Other than collision if the Declarations 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 provided for any covered "auto"; or (3) Collision only if the Declarations indicate that Collision Coverage is provided for any covered "auto." However, the most we will pay for any expenses for loss of use is $50 per day, to a maximum of $1,500. The insurance provided by this provision is excess over any other collectible insurance. V. TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US The following is added to the Transfer Of Rights Of Recovery Against Others To Us Condition: We waive any right of recovery we may have against any person or organization to the extent required of you by a written con- tract executed prior to any "accident' be- cause of payments we make for damages under this coverage form. W. NOTICE OF AND KNOWLEDGE OF OCCURRENCE a. Your obligation in the Duties in the Event of Accident, Claim, Suit or Loss Condi- tion relative to notification requirements applies only when the "accident' or "loss" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) A member, if you are a limited liability company; or (4) An executive officer or insurance manager, if you are a corporation. b. Your obligation in the. Duties in the Event of Accident, Claim, Suit or Loss Condition relative to providing us with documents concerning a claim or "suit' will not be considered breached unless the breach occurs after such claim or "suit' is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) A member, if you are a limited liability company; or (4) An executive officer or insurance manager, if you are a corporation. X. HIRED CAR — COVERAGE TERRITORY Item (5) of the Policy Period, Coverage Territory General Conditions is replaced by the following: (5) AnyMiere in the world if a covered "auto' is leased, hired, rented or borrowed without a driver for a period of 30 days or less; and Y. EMERGENCY LOCKOUT We will reimburse you up to $100 for reasonable expense incurred for the services of a locksmith to gain entry into your covered "auto' subject to these provisions: 1. Your door key, electronic key or key entry pad has been lost, stolen or locked in your covered "auto' and you are unable to enter such "auto' , or 2. Your keyless entry device battery dies and you are unable to enter such "auto' as a re- sult, SECTION IV —BUSINESS AUTO 3. Your key, electronic key or key entry pad CONDITIONS, Paragraph A is amended as has been lost or stolen and you have follows: changed the lock to prevent an unauthorized 6. NOTICE OF AND KNOWLEDGE OF entry; and OCCURRENCE Page 6 of 7 Includes copyrighted material of Insurance Services Office, Inc AC 70 05 0316 with its permission. 4. Original copies of receipts for services of a locksmith must be provided before reim- bursement is payable. Z. CANCELLATION CONDITION Paragraph A.2. of the COMMON POLICY CONDITION — CANCELLATION applies except as follows: COMMERCIAL AUTO AC 70 05 03 16 If we cancel for any reason other than non- payment of premium, we will mail or deliver to the First Named Insured written notice of cancellation at least 60 days before the ef- fective date of cancellation. This provision does not apply in those states that require more than 60 days prior notice of cancella- tion. AC 70 05 0316 Includes copyrighted material of Insurance Services Office, Inc., Page 7 of 7 with its permission WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC990410C (Ed. 01-19) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT -CALIFORNIA BLANKET BASIS We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) The additional premium for this endorsement shall be calculated by applying a factor of 2% to the total manual premium, with a minimum initial charge of $350, then applying all other pricing factors for the policy to this calculated charge to derive the final cost of this endorsement. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Blanket Waiver Person/Organization Blanket Waiver — Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. Job Description Waiver Premium (prior to adjustments) All CA Operations 633.00 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: 03/02/2020 PolicyNo.: PAWC126019 Endorsement No.: Insured: Premium $ Insurance Company: Oak River Insurance Company Countersigned by WC990410C (Ed. 01-19) AMENDMENT NO. 1 PROFESSIONAL SERVICES AGREEMENT for Lampson Well Treatment Analysis — Pilot Project Professional Engineer Services between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 Pacific Advanced Civil Engineering, Inc. 17520 Newhope Street, Suite 200 Fountain Valley, CA 92708 (714) 481-7300 This Amendment No. 1, dated April 27, 2020, amends ("Agreement") dated December 19, 2019 by and between ("City"), a California charter city, and Pacific Advanced ("Consultant"), a California corporation. 1 that certain agreement the City of Seal Beach Civil Engineering, Inc. RECITALS A. City and Consultant are parties to the Agreement, pursuant to which Consultant provides professional engineering services for the Lampson Well Treatment Analysis — Pilot Project. B. City and Consultant wish to amend the Agreement for Consultant to provide additional professional engineering services for the Project, and to increase Consultant's compensation by $29,500 for those additional services required in connection with the Project, for revised total compensation in the not -to -exceed amount of $62,500 as provided herein. AMENDMENT NO. 1 NOW, THEREFORE and in consideration of the foregoing and of the mutual covenants and promises herein set forth, the parties agree to amend the Agreement as follows: Section 1. Section 1.0 (Scope of Services) of the Agreement, is hereby amended to add subsection 1.1.1 to read as follows: 1.1.1 Consultant shall provide those additional services (hereinafter "Additional Services") set forth in the attached Exhibit A-1 (Consultant's Scope of Services -- Additional Services), which are hereby incorporated by reference. To the extent that there is any conflict between Exhibits A, A-1, B and this Agreement, as amended by Amendment No. 1, Amendment No. 1 to this Agreement shall control." Section 2. Section 2.0 (Term) of the Agreement is hereby amended in its entirety to read as follows: "2.0 Term 2.1 Except as modified by Section 2.2, the term of this Agreement shall commence as of the Effective Date, and shall continue for a term of one (1) year unless previously terminated as provided by this Agreement. 2.2 Notwithstanding Section 2.1, the term of Amendment No. 1 for the performance of the Additional Services shall commence as of the Effective Date of Amendment No. 1, and shall continue for a period of one (1) year ending April 27, 2021, unless previously terminated as provided by this Agreement or extended by the City Manager with 30 days' prior notice. Section 3. Section 3.1 of Section 3.0 (Consultant's Compensation) of the Agreement is hereby amended in its entirety to read as follows: " 3.1 City will pay Consultant in accordance with the hourly rates shown on the fee schedules set forth in Exhibit A (for Services) and Exhibit A-1 (for Additional Services), but in no event will the City pay more than the total not -to -exceed amount of $62,500. Any additional work authorized by the City pursuant to Section 1.5 will be 2 compensated in accordance with the fee schedules set forth in Exhibits A and A 1, and shall not exceed the amount authorized by the City Council at time of award or amendment." Section 4. The title of Section 16.1 (Other Indemnitees) of Section 16.0 (Indemnification, Hold Harmless and Duty to Defend) of the Agreement is hereby amended to read "Other Indemnities", with all remaining provisions of Section 16.1 remaining in effect without amendment. Section 5. Section 19.0 (Prevailing Wage and Payroll Records) of the Agreement is hereby amended in its entirety to read as follows: 19.0 Labor Law Requirements 19.1 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 19.2 Prevailing Wage and Payroll Records. This Agreement calls for services that, in whole or in part, constitute "public works" as defined in the California Labor Code. Therefore, as to those services that are "public works", Consultant shall comply in all respects with all applicable provisions of the California Labor Code, including those set forth in Exhibit B, attached hereto and incorporated by reference herein." Section 6. New Section 28.0 (Suspension) is hereby added to the Agreement to read as follows: '28.0 Suspension City may, in writing, order Consultant to suspend all or any part of the Consultant's Services for the convenience of City or for work stoppages beyond the control of City or Consultant. A suspension of the Services does not void this Agreement." Section 7. New Section 29.0 (Force Majeure) is hereby added to the Agreement to read as follows: "29.0 Force Majeure Neither City nor Consultant shall be responsible for delays in performance under this Agreement due to causes beyond its control, including but not limited to acts of God, acts of the public enemy, acts of the Government, fires, floods or other casualty, epidemics, earthquakes, labor stoppages or slowdowns, freight embargoes, unusually severe weather, and supplier delays due to such causes. Neither economic nor market conditions nor the financial condition of either party shall be considered a cause to excuse delay pursuant to this section. Each party shall advise the other promptly in writing in accordance with Section 7 of this Agreement of each 3 such excusable delay, its cause and its expected delay, and shall upon request update such advice. Section 8. Section 28.0 (Corporate Authority) s hereby re -numbered as Section 30.0, with all other remaining provisions of said section remaining in effect without amendment. Section 9. All references to the term "Agreement' throughout Sections 1.0 through 30.0, inclusive, of the Agreement are hereby modified to include the Agreement dated December 19, 2019, and this Amendment No. 1, dated April 27, 2020, as if all of those terms are fully set forth therein. Section 10. Except as expressly modified or supplemented by this Amendment No. 1, all other provisions of the Agreement shall remain unaltered and in full force and effect. In the event of a conflict between the provisions of this Amendment No. 1 and the provisions of the Agreement, the provisions of this Amendment No. 1 shall control. 4 IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be executed and attested by their proper officers thereunto: CITY OF SEAL BEACH Kd- Attest: r By: Clc Approved By: CONSULTANT: Pacific Advanced Civil Engineering, Inc., a California corporapption By: '1 I rc f,iAj.�A Name: Michelle Hoalton Its: Vice President , City Attorney 5 Name: Mark Krebs Its: President, Secretary (Please note, two signatures required for corporations under Corp. Code §313, unless corporate documents authorize only one person to sign this Agreement on behalf of the corporation.) EXHIBIT A-1 Consultant's Scope of Services -- Additional Services PACE Advanced Water Engineering AUTHORIZATION FOR CHANGE ORDER TO: City of Seal Beach, Public Works Dept. ATTN: Iris Lee 211 Eighth Street DATE: March 25, 2020 Seal Beach, CA 90740 PROJECT: Phone (562) 431-2527 x1322 C.O. AUTH. #: 8629 — Lampson Well Treatment Analysis — Pilot Project #1 PACE is requesting authorization for additional budget to perform following new tasks. Overview: The phase 1 investigations were focused on evaluating PACE's proposed Hybrid Biological Activated Carbon (HBAC) treatment on City of Seal Beach (City) Lampson Well (Well) HzS removal. Unfortunately, the HBAC treatment was not successful as the Well water does not have native sulfide oxidizing bacteria. The later efforts to seed bacteria from another Orange County ground water well (OC Well 9) also failed. During phase 1 investigations, it was noticed that when exhausted GAC media columns dried, the adsorption capacity of GAC was regenerated. This finding lead for the preliminary investigations carried out to identify feasibility of "Passive Regeneration of GAC" to enhance media life time while reducing annual operational cost of media replacement. This request for additional task is to investigate the feasibility of PACE's proposed passive regeneration of exhausted GAC on treating HzS odor, and to reducing chlorine chemical usage. This pilot study will be carried out by using previously deployed PACE's 5 -column pilot skid and the 8 -foot tall pilot skid. Description of Scope: Our services will include the following tasks: (1) feasibility study on passive regeneration of GAC (17 weeks), (2) Chlorine demand test (1 week), and (3) a technical memorandum with a PowerPoint presentation (2 weeks). PACE anticipates a total of 21 weeks to complete all identified tasks. Task 04 — Feasibility Study on Passive Regeneration of GAC PACE shall provide equipment, materials, and labor to perform an approximate 17 - weeks pilot test at the Well. Both the 5 -column pilot skid and the 8 -foot tall pilot skid (see Figure 1) will be modified and used for feasibility studies. PACE shall be responsible for modifications and startup of pilot skids while the City shall be responsible to providing required access, electrical power and raw well water. Figure 1 — Five column (left) and 8 -foot -tall (right) pilot skids Iris Lee — Change Order #1 March 25, 2020 Lampson Well Treatment Analysis — Pilot Project — City of Seal Beach / #8629 Page 2 of 4 Task 4 will be carried out in three (3) stages to find answers to three (3) main unknowns as stated above. The investigation approach for each individual stages are described below: 1. Stage 1 — Duration for media exhaustion for 4 foot of GAC media — 3 Weeks 8 -foot tall pilot skid will be filled with 4 foot of fresh GAC media, and will have a 500 gpm equivalent flow rate for a 10 diameter vessel. The test will run for initially at two days per week for the first week, and then become daily until a breakthrough of 20 Ng/L of H2S is reached. 2. Stage 2 — Optimal duration for Passive Regeneration — 2 Weeks Five column pilot skid will be configured in parallel configuration and fresh GAC media will be exhausted to initiate Passive Regeneration study. Once media is exhausted, water supply for all columns will be shut down and allow to passively regenerate for 24, 48, 72, 96 and 144 hours with daily monitoring to estimate optimal duration for regeneration. In addition, a similar test as Stage 1 above will be performed to determine the duration it takes to exhaust 15 inches of GAC media. 3. Stage 3 — Projected number of regeneration cycles GAC media can be used — 12 Weeks 8 -foot tall pilot skid will be filled with 4 foot of fresh GAC media, and will have a 500 gpm equivalent flow rate for a 10 diameter vessel. The test will run up to 6 cycles of Stage 1 media exhaustion tests, or 12 continuous weeks (whichever comes first) of testing, with optimal duration to dry GAC media as determined from Stage 2. Each dataset from each cycle will be plotted, to determine if GAC is quickly degrading, gradually degrading, barely degrading over the testing period. PACE will then estimate the useful life of GAC media through extrapolation. PACE will collect water samples to monitor odor, hydrogen sulfide, and other water quality parameters as outlined in Table 1 below. PACE will test sensitive water quality parameters on site, while other less sensitive tests will be carried out at PACE lab within 24 -hours after sampling. PACE will coordinate and work in good faith with City's water distribution staff to conduct analysis without creating any undue burden on City staff. The following water quality parameters will be tested on a daily and weekly basis. M Table 1— Water quality parameters tested in Task 04 I PH* Handheld probe Hach HQ40d Secondary Drinking Water Standard Conductivity Handheld probe OAKTON PCTS 50 Secondary Drinking Water Standard TDS Handheld probe OAKTON PCTS 50 Secondary Drinking Water Standard ORP' Handheld probe ORPTestr 10 Oxidation Status of the Well General water DO* Handheld probe Hach HQ40d Sensitive for Sulfide Oxidation Color* HACH 8025 HACH DR 2800 / Secondary Drinking Water Hach DR 900 Standard Turbidity _ HACH 2100 Secondary Drinking Water TURBIDIMETER Standard Temperature* Handheld probe Hach HQ40d Sensitive for biological activity Ions Sulfide* HACH 8131 HACH DR 2800 Ion of Concern PACE Iris Lee — Change Order #1 March 25, 2020 Lampson Well Treatment Analysis — Pilot Project — City of Seal Beach / #B629 Page 3 of 4 Remarks: * tests will be conducted onsite for sensitive water quality parameters. After completion of the pilot study, PACE shall remove all pilot equipment from Well site. Task 05 —Testinq with OC Well 6 Bacteria w/ 1' Tall Pilot Kit PACE will separately grow bacteria from another Orange County ground water well (OC Well 6), inside a compact 1' tall compact pilot kit filled with exhausted GAC, to determine if such bacteria can survive the raw water from the City's Well. If result shows bacteria can survive under this condition, PACE will recommend the City to authorize PACE to perform more future testing as shown below as Optional Task 08. Task 06 — Chlorine Demand Test PACE shall provide equipment, materials, and labor to perform a comprehensive chlorine demand tests on raw Well water and treated water to determine the amount of reduction in chlorine demand from the proposed passive regeneration treatment system. Two chlorine demand tests will be conducted as soon as the regenerated media is put in service, and after 1 week of operation. The chlorine demand tests are conducted on site immediately after samples are collected. Task 07 — Technical Memorandum and Presentation PACE shall prepare a Technical Memorandum (TM) and a Power Point presentation to summarize results of the analysis, findings, and provide recommendations for improvements. Optional Tasks (Total of $30,000): Optional Task 08 — Feasibility Study on HBAC Testing with OC Well 6 Bacteria (Optional) - $20,000 Similar to Task 01 from the original phase 1 pilot. exhausted GAC media will be seeded with OC Well 6 bacteria in the five column pilot skid. PACE will performs a number of treatment cycles, including backwash.. to measure effectiveness of a HBAC system for the removal of the Well 1-12S odor. PACE will also perform a separate test to determine if seeded bacteria can survive in a vessel when it is stagnant for 1 day. 3 days. 1 week. 2 weeks. and 1 month. This is an essential operation parameter to determine how long can the Well be shut off while not harming the seeded bacteria. Summary of findings and results from this task will be included in the above Task 07 Technical Memorandum and Presentation. PACE Sulfate HACH 8051 HACH DR 2800 By product of Sulfide Oxidation Nitrate- N HACH 10206 HACH DR 2800 Nutrient / Sensitive for Sulfide Oxidation Ammonia - N HACH 10023 HACH DR 2800 Nutrient for biological activity Iron HACH 8008 HACH DR 2800 Secondary Drinking Water Standard Manganese HACH 8149 HACH DR 2800 Secondary Drinking Water Standard Remarks: * tests will be conducted onsite for sensitive water quality parameters. After completion of the pilot study, PACE shall remove all pilot equipment from Well site. Task 05 —Testinq with OC Well 6 Bacteria w/ 1' Tall Pilot Kit PACE will separately grow bacteria from another Orange County ground water well (OC Well 6), inside a compact 1' tall compact pilot kit filled with exhausted GAC, to determine if such bacteria can survive the raw water from the City's Well. If result shows bacteria can survive under this condition, PACE will recommend the City to authorize PACE to perform more future testing as shown below as Optional Task 08. Task 06 — Chlorine Demand Test PACE shall provide equipment, materials, and labor to perform a comprehensive chlorine demand tests on raw Well water and treated water to determine the amount of reduction in chlorine demand from the proposed passive regeneration treatment system. Two chlorine demand tests will be conducted as soon as the regenerated media is put in service, and after 1 week of operation. The chlorine demand tests are conducted on site immediately after samples are collected. Task 07 — Technical Memorandum and Presentation PACE shall prepare a Technical Memorandum (TM) and a Power Point presentation to summarize results of the analysis, findings, and provide recommendations for improvements. Optional Tasks (Total of $30,000): Optional Task 08 — Feasibility Study on HBAC Testing with OC Well 6 Bacteria (Optional) - $20,000 Similar to Task 01 from the original phase 1 pilot. exhausted GAC media will be seeded with OC Well 6 bacteria in the five column pilot skid. PACE will performs a number of treatment cycles, including backwash.. to measure effectiveness of a HBAC system for the removal of the Well 1-12S odor. PACE will also perform a separate test to determine if seeded bacteria can survive in a vessel when it is stagnant for 1 day. 3 days. 1 week. 2 weeks. and 1 month. This is an essential operation parameter to determine how long can the Well be shut off while not harming the seeded bacteria. Summary of findings and results from this task will be included in the above Task 07 Technical Memorandum and Presentation. PACE Iris Lee — Change Order #1 March 25, 2020 Lampson Well Treatment Analysis — Pilot Project — City of Seal Beach / #B629 Page 4 of 4 Optional Task 09 — Assist City with Preliminary Review & Acceptance of Treatment Method from State Regulatory Agency (Optional) — $10,000 Consultant shall prepare base maps for pipeline plans and profiles using data obtained from the surveyor. Client's existing digital GIS shape files will be layered into base maps, along with all physical elements, including and not limited to right-of-way, curbs and gutters, centerlines, existing active and abandoned utilities, etc. Surveyor will obtain depth, invert elevation. depth to valve stems from existing manholes and valve covers. Consultant will work with City staff to notify utility companies to obtain updated maps delineating existing utilities. and to determine if there are proposed improvements within the project limit. All such proposed improvements will be included in the base maps to identify potential conflict with proposed design alternative(s). Consultant will review Clients record drawings and will show all existing improvements in the base maps. Consultant will make site visit(s) to validate information shown on all base maps. Compensation: PACE will complete the work outlined herein and invoice the City monthly on a percentage of completion basis for the Not -To -Exceed amount of $29,500 in accordance with the attached hourly rate and engineering fee estimate. NOTE: All of the above fees are Not -To -Exceed amounts and will not be exceeded without prior written consent. Task Description: Task 04 — Feasibility Study on Passive Regeneration of GAC Task 05 — Testing with OC Well 6 Bacteria w/ 1' Tall Pilot Kit Task 06 — Chlorine Demand Test Task 07 — Technical Memorandum and Presentation This Request - Change Order #1: Estimated By: March 25, 2020 Duncan Lee, PE — PACE Date AGREED TO AND ACCEPTED BY: By Iris Lee, P.E. - City of Seal Beach Date Professional Fee: $ 20,000 $ 1,500 $ 4,000 4,000 PACE ( kLu w2\ / L L LL0±�: G�2a[ w{ Z\/9/ �} §§} zw= : �\ E Z, z LLJ ±\E �\ E/z) (L)§{ W LLIW H a = M V% WLU W p ° 4 , O a C Z I— �p i Y W a Wap` U� WO. V 0 V CL v� E c Z L liJ E i0 O N E > a o PACIAOU-01 ARODRIGUE ACORO' CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) 12/6/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License # 0757776 CQNTACT Laura Lettieri NnME: HUB International Insurance Services Inc. PHONE Fax 4695 MacArthur Court, Suite 600 (AIC, No, Ext): (A/c, No): Newport Beach, CA 92660 E-MAIL laura.leftleri@hubinternational.com ADDRESS: _ INSURED Pacific Advanced Civil Engineering Inc. (PACE) 17520 Newhope Street Suite 120 Fountain Valley, CA 92708 INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Evanston Insurance Company .35378 INSURER B: Atlantic Specialty Ins. Co. .27154 INSURER C: Berkshire Hathaway Homestate Insurance Company 20044 INSURER D: Arch Specialty Insurance Company 21199 INSURER E: COVERAGES CERTIFICATE NUMBER: 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. AUTHORIZED REPRESENTATIVE INSR LTRTYPE OF INSURANCE ADO L SUBR IN D pOUCY NUMBER POLICY EFF POLICY EXP LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCURMKLV5PBC000525 4/30/2019 4/30/2020 X DAMAGE TO RENTED PREMISES (Ea occurrence) $ 300,000 X $5,000 Ded MED EXP (Any one person) $ 1,000,000 PERSONAL & ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY X JEIQT LOC PRODUCTS - COMP/OP AGG $ 2,000,000 CAP:$10,000,000 OTHER: $ B AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) _ $ 1,000,000 X ANY AUTO X 7100322160007 4/30/2019 4/30/2020 BODILY INJURY (Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOOSWN BODILY INJURY (Per accident) $ AUTOS AUOTOS (Per acudentDAMAGE . ONLY ONLDY $ A UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 10,000,000 X EXCESS LIAB CLAIMS -MADE MKLV5EUL101645 4/30/2019 4/30/2020 AGGREGATE $ 10,000,000 DED RETENTION $ $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY X STATUTE ERH ANY PROPRIETOR/PARTNER/EXECUTIVE YIN. PAWC019790 3/2/2019 3/2/2020 E.L. EACH ACCIDENT $ 1,000,000 RillFandER/MEatory NH) EXCLUDED? NIA 1,000,000 E.L. DISEASE - EA EMPLOYEE_ $ Ifes, describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ D PROF & POLL LIAB CPPOO55298-06 4/30/2019 4/30/2020 EACH CLAIM $3M I DED 100,000 D RETRO DATE: 1/1/1995 CPPOOSS298-06 4/30/2019 4/30/2020 AGGR $611111 DED 300,000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) RE: Operations of the named insued during the current policy term. City of Seal Beach, its directors, officials, officers, employees, agents and volunteers are additional insured with respect to general liability and auto liability per CG20101185, CG20370704 and VCA201062018. Excess Liability Follows Form. 30 day notice of cancellation applies per policy provisions per (GL) IL00171198, (AUTO) VIL619CA0811 & (WC) WC990607107. CERTIFICATE HOLDER CANCELLATION ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City CI of Seal Beach 211 - 8th Street THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Seal Beach, CA 90740 AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS (FORM B) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: As required by written contract executed by both parties prior to loss Applies to commercial work only (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) WHO IS AN INSURED (Section II) is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of "your Work" for that insured by or for you. CO20101185 Copyright, Insurance Services Office, Inc. Policy Number: 710-03-22-16-0007 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BROAD FORM AUTOMOBILE ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM This endorsement extends certain coverages. The following listing and the headers in this endorsement are only for convenience. Provisions in this endorsement might be modified by other endorsements. Read the entire policy carefully to determine rights, duties and what is and is not covered. A. Drive Other Car Coverage — Executive Officers 4. Loss of Use Expenses Increased and Certain Individuals 5. Other Coverage Extensions B. Section II — Covered Autos Liability Coverage a. Airbag Discharge b. Auto Theft Reward 1. Additional Insured — Written Contract, c. Loan/Lease Gap Coverage Agreement, Permit or Authorization d. Rental Reimbursement 2. Broadened Named Insured S. Diminution in Value 3. Employees as Insureds 7. Communications Equipment (Including Employee Hired Autos and 8. Deductible Waived For Glass Repair Fellow Employee Coverage) 4. Newly Acquired or Formed Organizations D. Section IV —Business Auto Conditions 5. Supplementary Payments — 1. Duties in Event of Accident, Claim, Suit or Loss Bail Bonds and Loss of Earnings 2. Waiver of Subrogation When Required by C. Section III — Physical Damage Coverage Written Contract or Agreement 1. Hired Auto Physical Damage Coverage E. Section V — Definitions 2. Towing — Any Covered Autos 1. Bodily Injury— Includes Mental Anguish 3. Transportation Expenses Increased 2. Executive Officer A. Drive Other Car Coverage — Executive Officers and Certain Individuals 1. The following is added to Section I — Covered Autos: Drive Other Car Coverage a. For Covered Autos Liability Coverage and Physical Damage Coverage, "autos" in the care, custody or control of an "insured" described in Paragraph 2. below, which you do not own, hire, lease or borrow, are covered "autos". But this does not include any "auto": (1) Owned by any "insured" described in Paragraph 2. below, or any member of their household, including any "auto" that is owned but not insured; (2) Used by an "insured" described in Paragraph 2. below while working in the business of selling, servicing, repairing or parking autos; or (3) Insured or covered under another policy. b. If Medical Payments, Uninsured/Underinsured Motorist, Personal Injury Protection or other compulsory coverages required by the governing jurisdiction are provided by this policy, then an "insured" described in Paragraph 2. below, and their family members residing in the same household, are "insureds" while: (1) Occupying as a passenger; or (2) A pedestrian when struck by; any "auto" you do not own, hire, lease or borrow, except an "auto" owned by an "insured" described in Paragraph 2. below or members of their household, or an "auto" insured or covered under any other policy. VCA 20106 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 5 Copyright 2018, INSURED 2. With respect to Drive Other Car Coverage only, Paragraph A.1. Who is an Insured of Section II — Liability Coverage is amended to include as an "insured" the following: If you are designated in the Declarations as: a. An individual, you and your spouse. b. A partnership, your partners and their spouses. c. An organization other than an individual or a partnership, your "executive officers" and their spouses. 3. Limit of Insurance and Deductible The most we will pay for Drive Other Car Coverage is the single highest Limit of Insurance for the applicable coverage for an "auto" you own. The Deductible for Drive Other Car Coverage is the largest Deductible for the applicable coverage for an "auto" you own. 4. Other Insurance Regardless of the existence of other insurance or Paragraph B.5. Other Insurance of Section IV — Business Auto Conditions, Drive Other Car Coverage is primary. B. Section 11— Covered Autos Liability Coverage 1. Additional Insured —Written Contract, Agreement, Permit or Authorization Paragraph A.1. Who is an Insured of Section II — Covered Autos Liability Coverage is amended to include as an additional "insured" any person or organization with whom you have agreed in a written contract, agreement, permit or authorization to provide insurance such as is afforded under this Coverage Form but only with respect to liability for "bodily injury" or "property damage" caused in whole or in part by your maintenance, operation or use of a covered "auto". But this insurance does not apply: a. Unless the written contract or agreement has been executed or the permit or authorization has been issued prior to the "accident" that caused the "bodily injury" or "property damage"; b. To any person or organization included as an "insured" under any other provisions of this policy, including this or any other endorsement; c. To the independent acts or omissions of such person or organization; or d. To any lessor of "autos" when their contract or agreement with you for such leased "auto" ends or the lessor or its agent takes possession of the "auto". 2. Broadened Named Insured Paragraph A.1. Who is an Insured of Section 11 — Covered Autos Liability Coverage is amended to include as a Named Insured any legally incorporated entity in which you maintain ownership of more than 50 percent of the voting stock on or after the effective date of this endorsement, but only if there is no other similar insurance available to that organization. This insurance does not apply to any organization that is an insured under another policy or would be an insured under such policy but for its termination or the exhaustion of its limits of insurance. 3. Employees as Insureds (Including Employee Hired Autos and Fellow Employee Coverage) a. Paragraph A.I. Who is an Insured of Section II — Covered Autos Liability Coverage is amended to include as an "insured" your "employee" while: (1) Using a covered "auto" you do not own, hire or borrow in your business or your personal affairs. (2) Operating an "auto" hired or rented under a contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business. b. Exclusion B.5. Fellow Employee of Section II — Covered Autos Liability is deleted. c. The following is added to B.5.b of Section IV — Business Auto Conditions: Any covered "auto" hired or rented without a driver by your "employee" under a contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business is also deemed to be a covered "auto" you own. VCA 20106 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 5 Copyright 2018, 4. Newly Acquired or Formed Organizations Paragraph A.1. Who is an Insured of Section II — Covered Autos Liability Coverage is amended to include as an "insured" any organization you newly acquire or form, other than a partnership or joint venture, and over which you maintain ownership or majority interest, if there is no other similar insurance available to that organization. But: (1) Coverage under this provision is afforded only until the end of the policy period; and (2) Coverage does not apply to "bodily injury" or "property damage" caused by an "accident' that occurred before you acquired or formed the organization. 5. Supplementary Payments — Bail Bonds and Loss of Earnings In Paragraph A.2.a. Supplementary Payments of Section II — Covered Autos Liability, the following replaces Paragraphs (2) and (4): (2) Up to $3,500 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. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. C. Section III — Physical Damage Coverage 1. Hired Auto Physical Damage Coverage a. If hired "autos" are covered "autos" under Section II — Covered Autos Liability Coverage and this policy provides Comprehensive, Specified Causes of Loss Coverage or Collison Coverage for any "auto" you own, a hired "auto" will be deemed a covered "auto" for Physical Damage Coverage subject to the provisions in Paragraph b. below. b. For Hired Physical Damage Coverage provided by paragraph a. above: (1) The most we will pay for "loss" to any hired "auto" is the lesser of: (a) $75,000 for "autos" of the private passenger type and $50,000 for all other "autos"; (b) The actual cash value of the damaged or stolen property as of the time of the "loss"; or (c) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality. (2) The Deductible is the largest Deductible for the applicable coverage for an "auto" you own. (3) This insurance is excess over any other valid and collectible insurance, whether such insurance is primary, excess, contingent or on any other basis. 2. Towing — Any Covered Autos The following replaces Paragraph A.2. Towing of Section III — Physical Damage Coverage.- We overage: We will pay up to $100 for towing and, if labor is performed at the place of disablement, labor costs incurred each time a covered "auto" is disabled if a premium charge for towing and labor is shown in the Schedule or the Declarations. 3. Transportation Expenses Increased In Paragraph A.4.a. Transportation Expenses of Section III — Physical Damage Coverage, the amounts we will pay amounts we will pay for temporary transportation expenses incurred by you because of the total theft of a covered "auto" of the private passenger type are increased to $75 per day, to a maximum of $2,250. 4. Loss of Use Expenses Increased The following replaces the last paragraph in Paragraph A.4.b. Loss Of Use Expenses of Section III — Physical Damage Coverage: However, the most we will pay for any expenses for loss of use is $1,000. 5. Other Coverage Extensions If you have Physical Damage Coverage, the following are added to Paragraph A.4. Coverage Extensions of Section III — Physical Damage Coverage: VCA 20106 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 5 Copyright 2018, a. Airbag Discharge We will pay to reset or replace a covered "auto's" airbag that accidentally discharges without the "auto" being involved in an "accident" if the airbag is not covered under a manufacturer's warranty and you did not intentionally cause the discharge. No Deductible applies to this Coverage Extension. b. Auto Theft Reward If you have Comprehensive or Specified Cause of Loss Coverage, we will pay a reward up to $2,000 for information leading to the arrest and conviction of anyone stealing a covered "auto". But we will not pay a reward to you, any family members or "employees" or any public officials while performing their duties. c. Loan/Lease Gap Coverage If a covered "auto" is subject to a long-term loan or lease that requires, in writing, that the lender or lessor be an additional "insured", and you are legally obligated for the remaining balance on the loan or lease, we will pay the difference between the actual cash value of the "auto" at the time of "loss" and the remaining balance on your loan or lease. But we will not pay for: (1) Any amount paid under the policy's Physical Damage Coverage; or (2) Any amounts for abnormal or excess wear and tear, additional or high mileage charges, carry-over balances from previous loans or leases, extended warranties or insurance purchased with the loan or lease, lease termination fees, taxes, overdue payments, unreturned security deposits or any penalties, interest or charges resulting from overdue payments. d. Rental Reimbursement We will pay for expenses to rent an "auto" of the private passenger type because of "loss" to a covered "auto" of the private passenger type. But: (1) We will only pay expenses incurred during the policy period at the time of the "loss" and ending, regardless of the policy period, six days after the "loss". (2) The most we will pay is the lesser of: (a) Reasonable and necessary expenses actually incurred; or (b) $50 per day. (3) This coverage does not apply if a spare or reserve "auto" is available to you. (4) If "loss" is because of the total theft of a covered "auto", we will pay only those amounts that are not already covered under Transportation Expenses. No Deductible applies to this Coverage Extension. 6. Diminution in Value The following is added to Exclusion B.6. of Section III — Physical Damage Coverage.- This overage: This exclusion does not apply to "diminution in value" of a covered "auto" of the private passenger type used in the conduct of the "insured's" business that is leased, rented, hired or borrowed without a driver for a period of 30 days or less. But the most we will pay for such "diminution in value" is the lesser of: a. 20 percent of the actual cash value of the "auto" as of the time of the "loss"; or b. $7,500. 7. Communications Equipment The following is added to Paragraph B. Exclusions of Section III — Physical Damage Coverage: Exclusions 4.c. and 4.d. do not apply to communications equipment, including its antenna and other accessories, that is permanently installed in, and not removable from, a covered "auto" and designed for use as a: a. Citizen's band radio; b. Two-way mobile radio or telephone; VCA 20106 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 5 Copyright 2018, c. Scanning monitor receiver; or d. GPS navigation system. No Deductible applies to "loss" to such communications equipment. But the most we will pay for all such communications equipment is $5,000 for any one "loss". 8. Deductible Waived For Glass Repair The following is added to Paragraph D. Deductible of Section III — Physical Damage Coverage: No Deductible applies if glass that is damaged is repaired rather than replaced. D. Section IV — Business Auto Conditions 1. Duties in the Event of Accident, Claim, Suit or Loss The following is added to Paragraph A.2. Duties in the Event of Accident, Claim, Suit or Loss of Section IV — Business Auto Conditions: The requirements that you must notify us of an "accident", claim, "suit" or "loss", or send us documents concerning a claim or "suit", apply only if the "accident", claim, "suit" or "loss" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) An "executive officer' or insurance or risk manager, if you are a corporation; or (4) A manager, if you are a limited liability company. The requirement that you must notify us as soon as practicable of an "accident", claim, "suit" or "loss" does not apply if you report the "accident", claim, "suit" or "loss" to your workers' compensation insurer and the "accident", claim, "suit" or "loss" later develops into a liability claim for which coverage is provided by this policy. But as soon as you become aware that an "accident", claim, "suit" or "loss" is a liability claim rather than a workers' compensation claim, you must comply with all parts of Paragraph A.2. Duties in the Event of Accident, Claim, Suit or Loss of Section IV — Business Auto Conditions. 2. Waiver of Subrogation When Required by Written Contractor Agreement The following is added to Paragraph A.5. Transfer of Rights of Recovery Against Others to Us of Section IV — Business Auto Conditions: We will waive any right of recovery against any person or organization because of payments we make for "bodily injury" or "property damage" arising out of the ownership, maintenance or use of a covered "auto" when you have assumed liability for such "bodily injury" or "property damage" under an "insured contract", but only if the "insured contract" is executed before the "accident" or "loss" occurs. E. Section V — Definitions 1. Bodily Injury — Includes Mental Anguish The following is added to Paragraph C. of Section V — Definitions: "Bodily injury" includes mental anguish resulting from bodily injury, sickness, or disease sustained by a person at any time. 2. Executive Officer The following is added to Section V — Definitions: "Executive officer" means a person holding any of the officer positions created by your charter, constitution, bylaws or any other similar governing document. VCA 20106 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 5 Copyright 2018, POLICY NUMBER: MKLV5PBC000525 COMMERCIAL GENERAL LIABILITY CG 20 37 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Location And Description Of Completed Operations As required by written contract executed by both parties Applies to Commercial Work only prior to loss Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury' or "property dam- age" caused, in whole or in part, by "your work" at the location designated and described in the sched- ule of this endorsement performed for that additional insured and included in the "products -completed operations hazard". CG 20 37 07 04 © ISO Properties, Inc., 2004 Page 1 of 1 0 COMMON POLICY CONDITIONS All Coverage Parts included in this policy are subject to the following conditions. A. Cancellation 1. The first Named Insured shown in the Declara- tions may cancel this policy by mailing or deliv- ering to us advance written notice of cancella- tion. 2. We may cancel this policy by mailing or deliver- ing to the first Named Insured written notice of cancellation at least: a. 10 days before the effective date of cancel- lation if we cancel for nonpayment of premi- um; or b. 30 days before the effective date of cancel- lation if we cancel for any other reason. 3. We will mail or deliver our notice to the first Named Insured's last mailing address known to us. 4. Notice of cancellation will state the effective date of cancellation. The policy period will end on that date. 5. If this policy is cancelled, we will send the first Named Insured any premium refund due. If we cancel, the refund will be pro rata. If the first Named Insured cancels, the refund may be less than pro rata. The cancellation will be ef- fective even if we have not made or offered a refund. 6. If notice is mailed, proof of mailing will be suffi- cient proof of notice. B. Changes This policy contains all the agreements between you and us concerning the insurance afforded. The first Named Insured shown in the Declarations is authorized to make changes in the terms of this policy with our consent. This policy's terms can be amended or waived only by endorsement issued by us and made a part of this policy. C. Examination Of Your Books And Records We may examine and audit your books and rec- ords as they relate to this policy at any time during the policy period and up to three years afterward. D. Inspections And Surveys 1. We have the right to: a. Make inspections and surveys at any time; INTERLINE IL 00 17 11 98 b. Give you reports on the conditions we find; and c. Recommend changes. 2. We are not obligated to make any inspections, surveys, reports or recommendations and any such actions we do undertake relate only to in- surability and the premiums to be charged. We do not make safety inspections. We do not un- dertake to perform the duty of any person or organization to provide for the health or safety of workers or the public. And we do not warrant that conditions: a. Are safe or healthful; or b. Comply with laws, regulations, codes or standards. 3. Paragraphs 1. and 2. of this condition apply not only to us, but also to any rating, advisory, rate service or similar organization which makes in- surance inspections, surveys, reports or rec- ommendations. 4. Paragraph 2. of this condition does not apply to any inspections, surveys, reports or recom- mendations we may make relative to certifica- tion, under state or municipal statutes, ordi- nances or regulations, of boilers, pressure ves- sels or elevators. E. Premiums The first Named Insured shown in the Declara- tions: 1. Is responsible for the payment of all premiums; and 2. Will be the payee for any return premiums we pay. F. Transfer Of Your Rights And Duties Under This Policy Your rights and duties under this policy may not be transferred without our written consent except in the case of death of an individual named insured. If you die, your rights and duties will be transferred to your legal representative but only while acting within the scope of duties as your legal representa- tive. Until your legal representative is appointed, anyone having proper temporary custody of your property will have your rights and duties but only with respect to that property. IL 0017 1198 Copyright, Insurance Services Office, Inc., 1998 Page 1 of 1 13 POLICY NUMBER: 710032216-0007 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CALIFORNIA CHANGES - CANCELLATION AND NONRENEWAL This endorsement modifies insurance provided under the following: COMMERCIAL AUTOMOBILE COVERAGE PART COMMERCIAL GENERAL LIABILITY COVERAGE PART COMMERCIAL INLAND MARINE COVERAGE PART COMMERCIAL UMBRELLA LIABILITY COVERAGE PART COMMERCIAL PROPERTY COVERAGE PART CRIME AND FIDELITY COVERAGE PART EQUIPMENT BREAKDOWN COVERAGE PART LIQUOR LIABILITY COVERAGE PART PROFESSIONAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART A. Paragraphs 2., 3. and 6. of the Cancellation Common Policy Condition are replaced by the following: 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 Insured, at the mailing address shown in the policy, and to the producer of record, advance written notice of cancellation, stating the reason for cancellation, at least: a. 10 days before the effective date of cancellation if we cancel for: (1) Nonpayment of premium; or (2) Discovery of fraud by: (a) Any insured or his or her representative in obtaining this insurance; or (b) You or your representative in pursuing a claim under this policy. b. 30 days before the effective date of cancellation if we cancel for any other reason. 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 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 issued and due during the current policy term covering the same risks. (2) Discovery of fraud or material misrepresentation by: (a) Any insured or his or her representative in obtaining this insurance; or (b) You or your representative in pursuing a claim under this policy. (3) A judgment by a court or an administrative 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 negligent acts or omissions, or of any violations of state laws or regulations establishing safety standards, by you or your representative, which materially increase any of the risks insured against. (6) Failure by you or your representative to implement reasonable loss control 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 reinsurance 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 VIL 619 CA 08 11 Includes copyrighted material of Insurance Services Office, Inc. Page 1 of 3 Copyright 2011, OneBeacon Insurance Group LLC E -INSURED (ii) Threaten our solvency. (7) A change by you or your representative 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 Insured, 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 nonpayment 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. 6. 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 purpose 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 Cancellation 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 coverage on tenants' household personal property in a residential unit, if such coverage is written under the following: Commercial Property Coverage Part a. If such coverage has been in effect for 60 days or less, and is not a renewal of coverage we previously issued, we may cancel this coverage for any reason, except as provided in b. and c. below. b. We may not cancel this policy solely because the first Named Insured has: (1) Accepted an offer of earthquake coverage; or (2) Cancelled or did not renew a policy issued by the California Earthquake Authority (CEA) that included an earthquake policy premium surcharge. 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 the following, which excludes loss or damage caused by or resulting from corrosive soil conditions: Commercial Property Coverage Part C. The following is added and supersedes any provisions to the contrary: Nonrenewal 1. 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 record, at the mailing address shown in the policy. 2. Residential Property This provision applies to coverage on real property used predominantly for residential purposes and consisting of not more than four dwelling units, and to coverage on tenants' household property contained in a residential unit, if such coverage is written under the following: Commercial Property Coverage Part a. We may elect not to renew such coverage for any reason, except as provided in b., c. and d. below. b. We will not refuse to renew such coverage solely because the first Named Insured has accepted an offer of earthquake coverage. Page 2 of 3 Includes copyrighted material of Insurance Services Office, Inc. VIL 618 CA 08 11 Copyright 2011, Onel3eacon Insurance Group LLC However, the following applies only to insurers who are associate participating insurers as established by Cal. Ins. Code Section 10089.16. We may elect not to renew such coverage after the first Named Insured has accepted an offer of earthquake coverage, if one or more of the following reasons applies: (1) The nonrenewal is based on sound underwriting principles that relate to the coverages provided by this policy and that are consistent with the approved rating plan and related documents filed with the Department of Insurance as required by existing law; (2) The Commissioner of Insurance finds that the exposure to potential losses will threaten our solvency or place us in a hazardous condition. A hazardous condition includes, but is not limited to, a condition in which we make claims payments for losses resulting from an earthquake that occurred within the preceding two years and that required a reduction in policyholder surplus of at least 25% for payment of those claims; or (3) We have: (a) Lost or experienced a substantial reduction in the availability or scope of reinsurance coverage; or (b) Experienced a substantial increase in the premium charged for reinsurance coverage of our residential property insurance policies; and the Commissioner has approved a plan for the nonrenewals that is fair and equitable, and that is responsive to the changes in our reinsurance position. c. We will not refuse to renew such coverage solely because the first Named Insured has cancelled or did not renew a policy, issued by the California Earthquake Authority, that included an earthquake policy premium surcharge. d. We will not refuse to renew such coverage solely because corrosive soil conditions exist on the premises. This restriction (d.) applies only if coverage is subject to the following, which excludes loss or damage caused by or resulting from corrosive soil conditions: Commercial Property Coverage Part 3. We are not required to send notice of nonrenewal in the following situations: a. If the transfer or renewal of a policy, without any changes in terms, conditions or rates, is between us and a member of our insurance group. b. If the policy has been extended for 90 days or less, provided that notice has been given in accordance with Paragraph CA. c. If you have obtained replacement coverage, or if the first Named Insured has agreed, in writing, within 60 days of the 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 renewed. e. If the first Named Insured requests a change in the terms or conditions or risks covered by the policy within 60 days of the end of the policy period. f. 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%. VIL 619 CA 0811 Includes copyrighted material of Insurance Services Office, Inc. Page 3 of 3 Copyright 2011, OneBeacon Insurance Group LLC WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 06 07 (Ed 1-07) CALIFORNIA CANCELLATION ENDORSEMENT This endorsement applies only to the insurance provided by the policy because California is shown in Item 3.A. of the Information Page. The cancellation condition in Part Six (Conditions) of the policy is replaced by these conditions: Cancellation: You may cancel this policy. You must mail or deliver advance written notice to us stating when the cancellation is to take effect. We may cancel this Policy for one or more of the following reasons: a. Non-payment of premium; b. Failure to report payroll; c. Failure to permit us to audit payroll as required by the terms of this policy or of a previous policy issued by us; d. Failure to pay any additional premium resulting from an audit of payroll required by the terms of this policy or any previous policy issued by us; e. Material misrepresentation made by you or your agent; f. Failure to cooperate with us in the investigation of a claim; g. Failure to comply with Federal or State safety orders; h. Failure to comply with written recommendations of our designated loss control representatives; i. The occurrence of a material change in the ownership of your business; j. The occurrence of any change in your busirfess or operations that materially increases the hazard for frequency or severity of loss; k. The occurrence of any change in your business or operation that requires additional or different classification for premium calculation; I. The occurrence of any change in your business or operation which contemplates an activity excluded by our reinsurance treaties. 3. If we cancel your policy for any of the reasons listed in (a) through (f), we will give you 10 days advance written notice, stating when the cancellation is to take effect. Mailing that notice to you at your mailing address shown in Item 1 of the Information Page will be sufficient to provide notice. If we cancel your policy for any of the reasons listed in Items (g) through (1), we will give you 30 days advance written notice; however, we agree that in the event of cancellation and reissuance of a policy effective upon a material change in ownership or operations, notice will not be provided. 4. The policy period will end on the day and hour stated in the cancellation notice_ 5. If you cancel this policy or if we cancel due to non-payment of premium. First, the premium computed in accordance with Section 1, Rule 2, will be multiplied by the quotient of the number of days for which the policy was written divided by the number of days the policy remained in force to produce the full policy premium. Second, the extended number of days will be determined by dividing the number of days the policy was in force by the number of days for which the policy was written and multiplying the quotient by 365 days. (When the Policy was written for a one-year period, the extended number of days will equal the number of days the policy remained in force). Third, the short rate percentage corresponding to the extended number of days *11 be obtained from the short rate cancellation table. Fourth, the short rate premium will be equal to the product of the full policy premium times the short rate percentage. The Short Rate Table below will be used in computing the Short Rate Premium. In no event will the final earned premium be less than the policy minimum premium. WC 99 06 07 Page 1 of 2 (Ed 1-07) COMMERCIAL AUTO AC 70 05 0316 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO PROTECTION - GOLD This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM SUMMARY OF COVERAGES A. Effect of This Endorsement B. Newly Acquired or Formed Entities C. Employees as Insureds — Nonowned Autos D. Additional Insured by Contract, Permit or Agreement E. Supplementary Payments — Bail Bonds F. Supplementary Payments — Loss of Earnings G. Personal Effects and Property of Others Extension H. Prejudgment Interest Coverage I. Fellow Employee — Officer, Managers and Supervisors J. Hired Auto Physical Damage K. Temporary Substitute Autos — Physical Damage Coverage L. Expanded Towing Coverage M. Auto Loan or Lease Coverage N. Original Equipment Manufacturer Parts — Leased Private Passenger Types O. Deductible Amendments P. Rental Reimbursement Coverage Q. Expanded Transportation Expense R. Extra Expense — Stolen Autos S. Physical Damage Limit of Insurance T. New Vehicle Replacement Cost U. Physical Damage Coverage Extension V. Transfer of Rights of Recovery Against Others To Us W. Section IV — Business Auto Conditions — Notice of and Knowledge of Occurrence X. Hired Car Coverage Territory Y. Emergency Lock Out Z. Cancellation Condition AC 70 05 0316 Includes copyrighted material of Insurance Services Office, Inc. Page 1 of 7 with its permission COMMERCIAL AUTO AC 70 05 0316 A. EFFECT OF THIS ENDORSEMENT Coverage provided under this policy is modified by the provisions of this endorsement. If there is any conflict between the provisions of this endorsement and the provision(s) of any state - specific endorsement also attached to this poli- cy, then the provision(s) of the state -specific endorsement shall apply instead of the provi- sions of this endorsement that are in conflict, but only to the extent of the conflict, and only to the extent necessary to bring such provisions into conformance with the state requirement(s) contained in the provision(s) of the state -specific endorsement. B. NEWLY ACQUIRED OR FORMED ENTITIES The Named Insured shown in the Declarations is amended to include any organization you newly acquire or form, other than a partnership, joint venture, or limited liability company, and over which you maintain ownership or majority (more than 50%) interest; if there is no other similar in- surance available to that organization. Coverage under this provision is afforded until the 1801h day after you acquire or form the organization or the end of the policy period, whichever is later. C. EMPLOYEES AS INSUREDS — NONOWNED AUTOS The following is added to paragraph A.1. Who Is An Insured of SECTION II — COVERED AUTOS LIABILITY COVERAGE: d. Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow in your business or your per- sonal affairs. D. ADDITIONAL INSURED BY CONTRACT, PERMIT OR AGREEMENT The following is added to A.1. Who Is An In- sured of SECTION II — COVERED AUTOS LIABILITY COVERAGE: Any person or organization that you are re- quired to name as an additional insured in a written contract or agreement that is executed or signed by you prior to a "bodily injury' or "property damage" occurrence is an "insured" for Covered Auto Liability coverage. How- ever, with respect to covered "autos", such person or organization is an insured only to the extent that person or organization qualifies as an "insured" under A.1. Who is an Insured of SECTION II — COVERED AUTOS LIABILITY COVERAGE: If specifically required by the written contract or agreement referenced in the paragraph above, any coverage provided by this endorsement to an additional insured shall be primary and any other valid and collectible insurance avail- able to the additional insured shall be non- contributory with this insurance. If the written contract does not require this coverage to be primary and the additional insured's coverage to be non-contributory, then this insurance will be excess over any other valid and collectible insur- ance available to the additional insured. E. SUPPLEMENTARY PAYMENTS — BAIL BONDS Supplementary Payments of SECTION II — COVERED AUTOS LIABILITY COVERAGE is revised as follows: (2) Up to $2,500 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. F. SUPPLEMENTARY PAYMENTS — LOSS OF EARNINGS Supplementary Payments of the SECTION 11 — COVERED AUTOS LIABILITY COVERAGE is revised as follows: (4) All reasonable expenses incurred by the "in- sured" at our request, including actual loss of earnings up to $500 a day because of time off from work. G. PERSONAL EFFECTS AND PROPERTY OF OTHERS EXTENSION 1. The. Care, Custody or Control Exclusion of SECTION 11 — COVERED AUTOS LIABILITY COVERAGE, does not apply to "property damage" to property, other than your property, up to an amount not exceed- ing $250 in any one "accident". Coverage is excess over any other valid and collectible insurance. 2. The following paragraph is added to A.4. Coverage Extensions of SECTION III — PHYSICAL DAMAGE COVERAGE: c. We will pay up to $500 for your property that is lost or damaged as a result of a covered "loss", without applying a de- ductible. Coverage is excess over any other valid and collectible insurance. Page 2 of 7 Includes copyrighted material of Insurance Services Office, Inc. AC 70 05 03 16 with its permission COMMERCIAL AUTO AC 70 05 0316 H. PREJUDGMENT INTEREST COVERAGE substitute for a covered "auto" you own that The following paragraph is added to SECTION II is out of service because of its: — COVERED AUTOS LIABILITY COVERAGE, a. Breakdown; 2. Coverage Extensions, a. Supplementary b. Repair; Payments: (7) Prejudgment interest awarded against the c. Servicing; "insured" on that part of the judgment we d. "Loss"; or pay. If we make an offer to pay the appli- e. Destruction cable limit of insurance, we will not pay The coverage that applies is the same as any prejudgment interest based on that the coverage provided for the vehicle being period of time after the offer. replaced. 1. FELLOW EMPLOYEE — OFFICERS, MANAGERS, AND SUPERVISORS L. EXPANDED TOWING COVERAGE The Fellow Employee Exclusion in SECTION II 1. We will pay up to: — COVERED AUTOS LIABILITY COVERAGE is replaced as follows; a. $100 for a covered "auto" you own of A. "Bodily injury" to any fellow "employee" of the private passenger type, or the "insured" arising out of and in the course b. $500 for a covered "auto" you own that of the fellow employees employment or is not of the private passenger type, while performing duties related to the con- for towing and labor costs incurred each duct of your business. This exclusion does time the covered "auto" is disabled. Howev- not apply to an "insured" who occupies a er, the labor must be performed at the place position as an officer, manager, or supervi- of disablement. sor. 2. This coverage applies only for an "auto" J. HIRED AUTO PHYSICAL DAMAGE covered on this policy for Comprehensive or If covered "auto" designation symbols 1 or 8 ap- Specified Causes of Loss Coverage and ply to Liability Coverage and if at least one "au- Collision Coverages. to" you own is covered by this policy for Com- 3. Payment applies in addition to the otherwise prehensive, Specified Causes of Loss, or Colli- applicable amount of each coverage you sion coverages, then the Physical Damage have on a covered "auto". coverages provided are extended to "autos" you M. AUTO LOAN OR LEASE COVERAGE lease, hire, rent or borrow without a driver; and 1. In the event of a total "loss" to a covered provisions in the Business Auto Coverage Form "auto", we will pay any unpaid amount due applicable to Hired Auto Physical Damage apply on the loan or lease, including up to a max - up to a limit of $100,000. The deductible will be imum of $500 for early termination fees or equal to the largest deductible applicable to any penalties, for your covered "auto" less: owned auto for that coverage. Any Compre- hensive deductible does not apply to fire or a. The amount paid under SECTION III — lightning. PHYSICAL DAMAGE COVERAGE of K. TEMPORARY SUBSTITUTE AUTOS — this policy; and PHYSICAL DAMAGE COVERAGE b. Any: The following is added to paragraph C. Certain 1) Overdue lease/loan payments at the Trailers, Mobile Equipment And Temporary time of the "loss"; Substitute Autos of SECTION I - COVERED 2) Financial penalties imposed under a AUTOS: lease for excessive use, abnormal If Physical Damage Coverage is provided by wear and tear or high mileage; this Coverage Form, the following types of 3) Security deposits not refunded by a vehicles are also covered "autos" for Physi- lessor; cal Damage Coverage: 4) Costs of extended warranties, Credit Any "auto" you do not own while used with Life insurance, Health, Accident, or the permission of its owner as a temporary Disability insurance purchased with the lease; and AC 70 05 03 16 Includes copyrighted material of Insurance Services Office, Inc., Page 3 of 7 with its permission COMMERCIAL AUTO AC 70 05 0316 5) Carry-over balances from previous leases. 2. This coverage only applies to a "loss" which is also covered under this policy for Com- prehensive, Specified Causes of Loss, or Collision coverage. 3. Coverage does not apply to any unpaid amount due on a loan for which the covered "auto" is not the sole collateral. N. ORIGINAL EQUIPMENT MANUFACTURER PARTS — LEASED PRIVATE PASSENGER TYPES Under Paragraph C. Limit of Insurance of SECTION III — PHYSICAL DAMAGE COVERAGE, Section 4 is added as follows: 4. We will use new original equipment vehicle manufacturer parts for any private passen- ger type covered "auto" where required by the lease agreement which has a term of at least six months. If a new original equip- ment vehicle manufacturer part is not in pro- duction or distribution we may use a like, kind and quality replacement part. O. DEDUCTIBLE AMENDMENTS The following are added to the Deductible provi- sion of SECTION III — PHYSICAL DAMAGE COVERAGE: If another policy or coverage form that is not an automobile policy or coverage form issued by this company applies to the same "accident', the following applies: 1. If the deductible under this coverage is the smaller (or smallest) deductible, it will be waived: 2. If the deductible under this coverage is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible. If a Comprehensive or Specified Causes of Loss Coverage "loss" from one "accident" involves two or more covered "autos", only the highest deductible applicable to those coverages will be applied to the "accident," if the cause of the loss is covered for those vehicles. This provision only applies if you cant' Comprehensive or Specified Causes of Loss Coverage for those vehicles, and does not extend coverage to any covered "autos" for which you do not carry such coverage. No deductible applies to glass if the glass is re- paired, in a manner acceptable to us, rather than replaced. P. RENTAL REIMBURSEMENT COVERAGE 1. This coverage applies only to a covered "au- to" for which Physical Damage Coverage is provided on this policy. 2. We will pay for rental reimbursement ex- penses incurred by you for the rental of an "auto" because of 'loss" to a covered "auto". Payment applies in addition to the otherwise applicable amount of each coverage you have on a covered "auto." No deductibles apply to this coverage. 3. We will pay only for those expenses incurred during the policy period beginning 24 hours after the "loss" and ending, regardless of the policy's expiration, with the lesser of the following number of days: a. The number of days reasonably required to repair or replace the covered "auto". If "loss" is caused by theft, this number of days is added to the number of days it takes to locate the covered "auto" and return it to you. b. The number of days shown in the Schedule. 4. Our payment is limited to the lesser of the following amounts: a. Necessary and actual expenses incurred. b. $75 for any one day or for a maximum of 30 days. 5. This coverage does not apply while there are spare or reserve "autos" available to you for your operations. 6. If "loss" results from the total theft of a cov- ered "auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement ex- penses which is not already provided for un- der SECTION III — PHYSICAL DAMAGE COVERAGE Coverage Extension. Q. EXPANDED TRANSPORTATION EXPENSE Paragraph A.4.a. of SECTION III — PHYSICAL DAMAGE COVERAGE is replaced by the follow- ing: We will pay up to $50 per day to a maximum of $1500 for temporary transportation expense in- curred by you because of the total theft of a Page 4 of 7 Includes copyrighted material of Insurance Services Office, Inc AC 70 05 03 16 with its permission. covered "auto" of the private passenger type. We will only pay for those covered "autos" for which you carry Comprehensive or Specified Causes of Loss Coverage. We will pay for tem- porary transportation expenses incurred during the period beginning 24 hours after the theft and ending, regardless of the policy's expiration, when the covered "auto" is returned to use or we pay for its "loss". R. EXTRA EXPENSE — STOLEN AUTOS The following paragraph is added to Coverage Extensions of SECTION III — PHYSICAL DAMAGE COVERAGE: c. We will pay for up to $5,000 for the expense of returning a stolen covered "auto" to you. We will pay only for those covered "autos" for which you cant' Comprehensive or Spec- ified Causes of Loss Coverage S. PHYSICAL DAMAGE LIMIT OF INSURANCE T. Under SECTION 111 — PHYSICAL DAMAGE COVERAGE, Paragraph C., Limit of Insurance is replaced by the following: 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. 2. $1500 is the most we will pay for "loss" in any one "accident" to all electronic equip- ment that reproduces, receives or transmits audio, visual or data signals which, at the time of "loss", is: a. Permanently installed in or upon the covered "auto" in a housing, opening or other location that is not normally used by the "auto" manufacturer for the in- stallation 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". COMMERCIAL AUTO AC 70 05 0316 ment manufacturer or other sources in- cluding non -original equipment manu- facturers and b. If a repair or replacement results in bet- ter than like kind or quality, we will not pay for the amount of the net improve- ment. 5. If we offer to pay the actual cash value of the damaged or stolen property, we will value auto advertising wraps, paint customi- zation, and similar business related advertis- ing modifications, in addition to the actual cash value of the property. Auto advertising wraps, paint customization, and similar business related advertising modifications will be valued at the cost to replace them with an adjustment made for depreciation and physical condition. NEW VEHICLE REPLACEMENT COST The following is added to the Limit of Insurance provision of SECTION III — PHYSICAL DAMAGE COVERAGE: 5. The provisions of paragraphs 1. and 3. do not apply to a covered "auto" of the private passenger type or a vehicle with a gross vehicle weight rating of 20,000 pounds or less which is a "new vehicle." In the event of a total "loss" to your new ve- hicle to which this coverage applies, we will pay at your option: a. The verifiable "new vehicle" purchase price you paid for your damaged vehi- cle, not including any insurance or war- ranties purchased; b. If it is available, the purchase price, as negotiated by us, of a "new vehicle" of the same make, model, and equipment or the most similar model available, not including any furnishings, parts, or equipment not installed by the manufac- turer or manufacturers' dealership; or. c. The market value of your damaged ve- hicle, not including any furnishings, parts, or equipment not installed by the manufacturer or manufacturer's dealer- ship. We will not pay for initiation or set up costs associated with loans or leases As used in this endorsement, a "new 4. The cost of repairing or replacing may: vehicle" means an "auto" of which you are a. Be based on an estimate which includes the original owner that has not been previ- parts furnished by the original equip - AC 70 05 0316 Includes copyrighted material of Insurance Services Office, Inc., Page 5 of 7 with its permission COMMERCIAL AUTO AC 70 05 0316 ously titled and which you purchased less than 365 days before the date of the "loss". U. PHYSICAL DAMAGE COVERAGE EXTENSIONS Under SECTION III — PHYSICAL DAMAGE COVERAGE, A. Coverage, Coverage Exten- sions, b. Loss of Use Expenses is replaced by the following: 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 ex- penses if caused by: (1) Other than collision if the Declarations 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 provided for any covered "auto'; or (3) Collision only if the Declarations indicate that Collision Coverage is provided for any covered "auto." However, the most we will pay for any expenses for loss of use is $50 per day, to a maximum of $1,500. The insurance provided by this provision is excess over any other collectible insurance. V. TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US The following is added to the Transfer Of Rights Of Recovery Against Others To Us Condition: We waive any right of recovery we may have against any person or organization to the extent required of you by a written con- tract executed prior to any "accident' be- cause of payments we make for damages under this coverage form. W. NOTICE OF AND KNOWLEDGE OF OCCURRENCE a. Your obligation in the Duties in the Event of Accident, Claim, Suit or Loss Condi- tion relative to notification requirements applies only when the "accident' or "loss" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) A member, if you are a limited liability company; or (4) An executive officer or insurance manager, if you are a corporation. b. Your obligation in the. Duties in the Event of Accident, Claim, Suit or Loss Condition relative to providing us with documents concerning a claim or "suit' will not be considered breached unless the breach occurs after such claim or "suit' is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) A member, if you are a limited liability company; or (4) An executive officer or insurance manager, if you are a corporation. X. HIRED CAR — COVERAGE TERRITORY Item (5) of the Policy Period, Coverage Territory General Conditions is replaced by the following: (5) Anywhere in the world if a covered "auto' is leased, hired, rented or borrowed without a driver for a period of 30 days or less; and Y. EMERGENCY LOCKOUT We will reimburse you up to $100 for reasonable expense incurred for the services of a locksmith to gain entry into your covered "auto" subject to these provisions: 1. Your door key, electronic key or key entry pad has been lost, stolen or locked in your covered "auto" and you are unable to enter such "auto' , or 2. Your keyless entry device battery dies and you are unable to enter such "auto' as a re- sult, SECTION IV — BUSINESS AUTO 3. Your key, electronic key or key entry pad CONDITIONS, Paragraph A is amended as has been lost or stolen and you have follows: changed the lock to prevent an unauthorized 6. NOTICE OF AND KNOWLEDGE OF entry; and OCCURRENCE Page 6 of 7 Includes copyrighted material of Insurance Services Office, Inc AC 70 05 03 16 with its permission. 4. Original copies of receipts for services of a locksmith must be provided before reim- bursement is payable. Z. CANCELLATION CONDITION Paragraph A.2. of the COMMON POLICY CONDITION — CANCELLATION applies except as follows: COMMERCIAL AUTO AC 70 05 0316 If we cancel for any reason other than non- payment of premium, we will mail or deliver to the First Named Insured written notice of cancellation at least 60 days before the ef- fective date of cancellation. This provision does not apply in those states that require more than 60 days prior notice of cancella- tion. AC 70 05 03 16 Includes copyrighted material of Insurance Services Office, Inc., Page 7 of 7 with its permission WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC990410C (Ed. 01-19) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT -CALIFORNIA BLANKET BASIS We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) The additional premium for this endorsement shall be calculated by applying a factor of 2% to the total manual premium, with a minimum initial charge of $350, then applying all other pricing factors for the policy to this calculated charge to derive the final cost of this endorsement. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Blanket Waiver Person/Organization Blanket Waiver — Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. Job Description Waiver Premium (prior to adjustments) All CA Operations 633.00 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: 03/02/2020 PolicyNo.: PAWC126019 Endorsement No.: Insured: Premium $ Insurance Company: Oak River Insurance Company Countersigned by WC990410C (Ed. 01-19) RESOLUTION 7019 A RESOLUTION OF THE SEAL BEACH CITY COUNCIL APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTE AMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES AGREEMENT WITH PACIFIC ADVANCED CIVIL ENGINEERING, INC. FOR THE LAMPSON WELL TREATMENT ANALYSIS — PILOT PROJECT, PROFESSIONAL ENGINEER SERVICES WHEREAS, On December 19, 2019, the City entered into a Professional Services Agreement with Pacific Advanced Civil Engineering, Inc. (PACE) in the amount of $33,000 to provide professional engineering services for the Lampson Well Treatment Analysis — Pilot Project ("Project"). WHEREAS, the City desires to engage PACE to provide additional professional engineering services to support the Project. WHEREAS, PACE provided a cost proposal to provide these additional services in a not -to -exceed amount of $29,500; and, WHEREAS, PACE also provided a cost proposal for two (2) optional tasks for a —" not -to -exceed amount of $30,000. NOW, THEREFORE, THE SEAL BEACH CITY COUNCIL DOES HEREBY RESOLVE: SECTION 1. The City Council hereby approves Amendment No. 1 dated April 13, 2020 to the Professional Services Agreement dated December 19, 2019 between the City of Seal Beach and Pacific Advanced Civil Engineering, Inc., as follows: A. Authorizing additional Lampson Well Treatment Analysis — Pilot Project professional engineering services (collectively "Additional Services"), as set forth in Exhibit "A-1" to Amendment No. 1, attached hereto and incorporated herein by this reference, with a term ending April 13, 2021; and, B. Increasing Consultant's compensation by $29,500 for the Additional Services, as set forth in Exhibit "A-1" to Amendment No. 1, for a revised total contract amount not -to -exceed $62,500 for all services under the Agreement and Amendment No. 1. SECTION 2. The City Council hereby authorizes the City Manager to approve Optional Tasks, as set forth in Exhibit "A-1" to Amendment No. 1, and to amend the Agreement, at her discretion, in a not -to -exceed amount of $30,000, for a combined total contract amount not -to -exceed $92,500. SECTION 3. The City Council hereby authorizes the City Manager to execute Amendment No. 1. PASSED, APPROVED AND ADOPTED by the Seal Beach City Council at a regular meeting held on the 27th day of April, 2020 by the following vote: AYES: Council Members: Kalmick, Massa-Lavitt, Moore, Sustarsic, Varipapa NOES: Council Members: None ABSENT: Council Members: None ABSTAIN: Council Members: None ATTEST: ST G o is D. Hap r, City Clerk STATE OF CALIFORNIA } COUNTY OF ORANGE } SS CITY OF SEAL BEACH } Schelly Sustarsic, Mayor SpA I, Gloria D. Harper, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution 7019 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 27th day of April, 2020. Gloria D. Helper, C1tyClerk PROFESSIONAL SERVICES AGREEMENT for Lampson Well Treatment Analysis — Pilot Project Professional Engineer Services between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 0 Pacific Advanced Civil Engineering, Inc. 17520 Newhope Street, Suite 200 Fountain Valley, CA 92708 (714) 714-481-7300 This Professional Service Agreement ("the Agreement') is made as of December 19, 2019 (the "Effective Date"), by and between Pacific Advanced Civil Engineering, Inc. ("Consultant'), a California C Corporation, and the City of Seal Beach ("City"), a California charter city, (collectively, "the Parties"). RECITALS A. City desires certain professional engineering services for the Lampson Well Treatment Analysis — Pilot Project. B. Pursuant to the authority provided by its City Charter and Seal Beach Municipal Code § 3.20.025(C), City desires to engage Consultant to provide professional engineering services in the manner set forth herein and more fully described in Section 1.0. C. Consultant represents that the principal members of its firm are qualified professional engineers and are fully qualified to perform the services contemplated by this Agreement in a good and professional manner; and it desires to perform such services as provided herein. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. AGREEMENT 1.OScope of Services 1.1. Consultant shall provide those services (collectively "Services") set forth in the Scope of Services attached hereto as Exhibit A and incorporated herein by this reference. To the extent that there is any conflict between Exhibit A and this Agreement, this Agreement shall control. 1.2. Consultant shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City. 1.3. In performing this Agreement, Consultant shall comply with all applicable provisions of federal, state, and local law. 1.4. As a material inducement to City to enter into this Agreement, Consultant hereby represents that it has the experience necessary to undertake the Services to be provided. In light of such status and experience, Consultant hereby covenants that it shall follow the customary professional standards in performing all Services. The City relies upon the skill of Consultant, and Consultant's staff, if any, to do and perform the Services in a skillful, competent, and professional manner, and Consultant and Consultant's staff, shall perform the Services in such manner. Consultant shall, at all times, meet or exceed any and all applicable professional standards of care. The acceptance of Consultant's work by the City shall not operate as a release of Consultant from such standard of care and workmanship. 2of14 1.5. Consultant will not be compensated for any work performed not specified in the Scope of Services unless the City authorizes such work in advance and in writing. The City Manager may authorize extra work to fund unforeseen conditions up to the amount approved at the time of award by the City Council. Payment for additional work in excess of this amount requires prior City Council authorization. 2.0 Term 2.1. The term of this Agreement shall commence on December 19, 2019, and shall remain in full force and effect until June 30, 2020 unless sooner terminated as provided in Section 5.0 of this Agreement. 3.0 Consultant's Compensation 3.1. City will pay Consultant in accordance with the hourly rates shown on the fee schedule set forth in Exhibit A for the Services but in no event will the City pay more than the total not -to -exceed amount of $33,000.00 (Thirty -Three Thousand dollars) for the Original Term. 3.2. Consultant will not be compensated for any work performed not specified in the Scope of Services unless the City authorizes such work in advance and in writing. The City Manager may authorize extra work to fund unforeseen conditions up to the amount approved at the time of award by the City Council. Payment for additional work in excess of this amount requires prior City Council authorization. Any additional work authorized by the City Council pursuant to this Section will be compensated in accordance with the fee schedule set forth in Exhibit A. 4.0 Method of Payment 4.1. Consultant shall submit to City monthly invoices for all Services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end of the month during which the Services were rendered and shall describe in detail the Services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the Services performed for each day in the period. City will pay Consultant within 30 days of receiving Consultant's invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Consultant. 4.2. Upon 24-hour notice from City, Consultant shall allow City or City's agents or representatives to inspect at Consultant's offices during reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this Agreement. City's rights 3of14 under this Section 4.2 shall survive for three (3) years following the termination of this Agreement. 5.0 Termination 5.1. This Agreement may be terminated by City, without cause, or by Consultant based on reasonable cause, upon giving the other party written notice thereof not less than 30 days prior to the date of termination. 5.2. This Agreement may be terminated by City upon 10 days' notice to Consultant if Consultant fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy. 6.0 Party Representatives 6.1. The City Manager is the City's representative for purposes of this Agreement. 6.2. Duncan Lee is the Consultant's primary representative for purposes of this Agreement. Duncan Lee shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the Services hereunder. Consultant may not change its representative without the prior written approval of City, which approval shall not be unreasonably withheld. 7.0 Notices 7.1. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the United States Mail, first class postage prepaid and addressed to the party at the following addresses: To City: City of Seal Beach 211 -8th Street Seal Beach, California 90740 Attn: City Manager To Consultant: Pacific Advanced Civil Engineering, Inc. 17520 Newhope Street, Suite 200 Fountain Valley, CA 92708 Attn: Duncan Lee, P.E. 7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 4of14 8.0 Independent Contractor 8.1. Consultant is an independent contractor and not an employee of the City. All work or other Services provided pursuant to this Agreement shall be performed by Consultant or by Consultant's employees or other personnel under Consultant's supervision, and Consultant and all of Consultant's personnel shall possess the qualifications, permits, and licenses required by State and local law to perform such Services, including, without limitation, a City of Seal Beach business license as required by the Seal Beach Municipal Code. Consultant will determine the means, methods, and details by which Consultant's personnel will perform the Services. Consultant shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Services and compliance with the customary professional standards. 8.2. All of Consultant's employees and other personnel performing any of the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant and Consultant's personnel shall not supervise any of City's employees; and City's employees shall not supervise Consultant's personnel. Consultant's personnel shall not wear or display any City uniform, badge, identification number, or other information identifying such individual as an employee of City; and Consultant's personnel shall not use any City e-mail address or City telephone number in the performance of any of the Services under this Agreement. Consultant shall acquire and maintain at its sole cost and expense such vehicles, equipment and supplies as Consultant's personnel require to perform any of the Services required by this Agreement. Consultant shall perform all Services off of City premises at locations of Consultant's choice, except as otherwise may from time to time be necessary in order for Consultant's personnel to receive projects from City, review plans on file at City, pick up or deliver any work product related to Consultant's performance of any Services under this Agreement, or as may be necessary to inspect or visit City locations and/or private property to perform such Services. City may make a computer available to Consultant from time to time for Consultant's personnel to obtain information about or to check on the status of projects pertaining to the Services under this Agreement. 8.3. Consultant shall be responsible for and pay all wages, salaries, benefits and other amounts due to Consultant's personnel in connection with their performance of any Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, other retirement or pension benefits, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Notwithstanding any other agency, State, or federal policy, rule, regulation, statute or ordinance to the contrary, Consultant and any of its officers, employees, agents, and subcontractors providing any of the Services under this Agreement shall not 5of14 become entitled to, and hereby waive any claims to, any wages, salaries, compensation, benefit or any incident of employment by City, including but not limited to, eligibility to enroll in, or reinstate to membership in, the California Public Employees Retirement System ("PERS") as an employee of City, and entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits. 8.4. Consultant shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Consultant's personnel practices. or to the extent arising from, caused by or relating to the violation of any of the provisions of this Section 8.0. In addition to all other remedies available under law, City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this Section. This duty of indemnification is in addition to Consultant's duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. 9.0 PERS Compliance and Indemnification 9.1. General Requirements. The Parties acknowledge that City is a local agency member of PERS, and as such has certain pension reporting and contribution obligations to PERS on behalf of qualifying employees. Consultant agrees that, in providing its employees and any other personnel to City to perform any work or other Services under this Agreement, Consultant shall assure compliance with the Public Employees' Retirement Law, commencing at Government Code § 20000, the regulations of PERS, and the Public Employees' Pension Reform Act of 2013, as amended. Without limitation to the foregoing, Consultant shall assure compliance with regard to personnel who have active or inactive membership in PERS and to those who are retired annuitants and in performing this Agreement shall not assign or utilize any of its personnel in a manner that will cause City to be in violation of the applicable retirement laws and regulations. 9.2. Indemnification. Consultant shall defend (with legal counsel approved by City, whose approval shall not be unreasonably withheld), indemnify and hold harmless City, and its City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Consultant's violation of any provisions of this Section 9.0. This duty of indemnification is in addition to Consultant's duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. 6of14 10.0 Confidentiality Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure. All City data shall be returned to City upon the termination of this Agreement. Consultant's covenant under this Section shall survive the termination of this Agreement. 11.0 Subcontractors No portion of this Agreement shall be approval of the City. Consultant is fully of any and all subcontractors. 12.0 Assignment subcontracted without the prior written responsible to City for the performance Consultant shall not assign or transfer any interest in this Agreement whether by assignment or novation, without the prior written consent of City. Any purported assignment without such consent shall be void and without effect. 13.0 Inspection and Audit of Records Consultant shall maintain complete and accurate records with respect to all Services and other matters covered under this Agreement, including but expressly not limited to, all Services performed, salaries, wages, invoices, time cards, cost control sheets, costs, expenses, receipts and other records with respect to this Agreement. Consultant shall maintain adequate records on the Services provided in sufficient detail to permit an evaluation of all Services in connection therewith. All such records shall be clearly identified and readily accessible. At all times during regular business hours, Consultant shall provide City with free access to such records, and the right to examine and audit the same and to make copies and transcripts as City deems necessary, and shall allow inspection of all program data, information, documents, proceedings and activities and all other matters related to the performance of the Services under this Agreement. Consultant shall retain all financial and program service records and all other records related to the Services and performance of this Agreement for at least three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. City's rights under this Section 13.0 shall survive for three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. 14.0 Safety Requirements All work performed under this Agreement shall be performed in such a manner as to provide safety to the public and to meet or exceed the safety standards 7of14 outlined by CAL OSHA. The City may issue restraint or cease and desist orders to Consultant when unsafe or harmful acts are observed or reported relative to the performance of the Services. Consultant shall maintain the work sites free of hazards to persons and property resulting from its operations. Consultant shall immediately report to the City any hazardous condition noted by Contractor. 15.0 Insurance 15.1. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that Consultant has secured all insurance required under this Section. Consultant shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements shall be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 15.2. Consultant shall, at its expense, procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); (3) Workers' Compensation and Employer's Liability coverages; and (4) if required by the City, Professional Liability coverage (or Errors and Omissions coverage). Consultant shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; (3) Workers' Compensation in the amount required by law and Employer's Liability: $1,000,000 per accident and in the aggregate for bodily injury or disease; and (4) Professional Liability (or Errors and Omissions Liability, as appropriate): $1,000,000 per claim/aggregate, and if a "claims made" policy is provided, then the policy shall be endorsed to provide an extended reporting period of not less than three years. 15.3. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the 8of14 City to state: (1) coverage shall not be suspended, voided, reduced or canceled except after 30 days prior written notice by certified mail, return receipt requested, has been given to the City; (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, (3) coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage and that any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it; (4) for general liability insurance, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the services or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (5) for automobile liability, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible. 15.4. All insurance required by this Section shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents, and volunteers. 15.5. Any deductibles or self-insured retentions shall be declared to and approved by the City. Consultant guarantees that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its directors, officials, officers, employees, agents, and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 16.0 Indemnification, Hold Harmless, and Duty to Defend Consultant and the City agree that the City, its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively "Indemnitees" in this Section 16.0) should, to the fullest extent permitted by law, be fully protected from any loss, injury, damage, claim, liability, lawsuit, cost, expense, attorneys' fees, litigation costs, defense costs, court costs and/or any other cost arising out of or in any way related to the performance of this Agreement. Accordingly, the provisions of this indemnity provision are intended by the Parties to be interpreted and construed to provide the fullest protection possible under the law to the City and all other Indemnitees. Consultant acknowledges that the City would not have entered into this 9of14 Agreement in the absence of the commitment of Consultant to indemnify and protect the City and the other Indemnitees, as set forth in this Agreement. 16.1. Indemnity for Desiqn Professional Services. To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, indemnify and hold harmless the City, its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively "Indemnitees" in this Section 16.0), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, liens, and losses of any nature whatsoever, including fees of accountants and other professionals, and all costs associated therewith, and reimbursement of attorneys' fees and costs of defense (collectively "Claims"), whether actual, alleged or threatened, which arise out of, pertain to, or relate to, in whole or in part, the negligence, recklessness or willful misconduct of Consultant, and/or its officers, agents, servants, employees, subcontractors, contractors or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of design professional services under this Agreement by a "design professional," as the term is defined under California Civil Code § 2782.8(c). Notwithstanding the foregoing and as required by Civil Code § 2782.8(a), in no event shall the cost to defend the Indemnitees that is charged to Consultant exceed Consultant's proportionate percentage of fault. 16.2. Other Indemnitees. Other than in the performance of design professional services, and to the fullest extent permitted by law, Consultant shall, at its sole cost and expense, protect, defend, hold harmless and indemnify the Indemnitees from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, liens and losses of any nature whatsoever, including fees of accountants, attorneys and other professionals, and all costs associated therewith, and the payment of all consequential damages (collectively "Damages"), in law or equity, whether actual, alleged or threatened, which arise out of, pertain to, or relate to the acts or omissions of Consultant, its officers, agents, servants, employees, subcontractors, materialmen, suppliers, or contractors, or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence, except for Damages arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. Consultant shall defend the Indemnitees in any action or actions filed in connection with any Damages with counsel of the Indemnitees' choice, and shall pay all costs and expenses, including all attorneys' fees and experts' costs actually incurred in connection with such defense. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by the Indemnitees in connection therewith. 10 of 14 16.3. Subcontractor Indemnification. Consultant shall obtain executed indemnity agreements with provisions identical to those in this Section 16.0 from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. If Consultant fails to obtain such indemnities, Consultant shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Claims in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant's subcontractor, its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual that Consultant's subcontractor shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence, except for Claims or Damages arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. 16.4. The obligations of Consultant under this or any other provision of this Agreement shall not be limited by the provisions of any workers' compensation act or similar act. Consultant expressly waives any statutory immunity under such statutes or laws as to the Indemnitees. Consultant's indemnity obligation set forth in this Section 16.0 shall not be limited by the limits of any policies of insurance required or provided by Consultant pursuant to this Agreement. 16.5. Consultant's covenants under this Section 16.0 shall survive the expiration or termination of this Agreement. 17.0 Equal Opportunity Consultant affirmatively represents that it is an equal opportunity employer. Consultant shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, sexual orientation, or age. Such non-discrimination includes, but is not limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. 18.0 Labor Certification By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 11 of 14 19.0 Prevailing Wage and Payroll Records If this Agreement calls for services that, in whole or in part, constitute "public works" as defined in the California Labor Code, then Consultant shall comply in all respects with all applicable provisions of the California Labor Code, including those set forth in Exhibit B, attached hereto and incorporated by reference herein. 20.0 Entire Agreement This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both Parties. 21.0 Severability The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement. 22.0 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of California. 23.0 No Third Party Rights No third party shall be deemed to have any rights hereunder against either party as a result of this Agreement. 24.0 Waiver No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise. 25.0 Prohibited Interests; Conflict of Interest 25.1. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Consultant shall not accept any 12 of 14 employment or representation during the term of this Agreement which is or may likely make Consultant "financially interested" (as provided in California Government Code §§ 1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained. 25.2. Consultant further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Nor has Consultant paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift. 25.3. Consultant warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, non - contractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in this subsection 26.0 Attorneys' Fees If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party all of its attorneys' fees and other costs incurred in connection therewith. 27.0 Exhibits All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control. 28.0 Corporate Authority The person executing this Agreement on behalf of Consultant warrants that he or she is duly authorized to execute this Agreement on behalf of said party and that by his or her execution, the Consultant is formally bound to the provisions of this Agreement. 13 of 14 IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. CITY OF SEAL JrCH CONSULTANT: Pacific Advanced Civil o Engineering, Inc., a California C ty-{Manager By. .. - S� erg "VV -0 -, n"Ce o- 04 Name: Its: Attest: By: �� r i, Approved as to Form: u L U By: Craig A. Steele, City Attorney PrCtte+�t� f '(Please note, two signatures required for corporations pursuant to California Corporations Code Section 313 from each of the following categories: (i) the chairperson of the board, the president or any vice president, and (ii) the secretary, any assistant secretary, the chief financial officer or any assistant treasurer of such corporation.) 14 of 14 EXHIBIT A Consultant's Proposal PACE Advanced Water Engineering December 9, 2019 Iris Lee, Deputy Public Works Director/ City Engineer City of Seal Beach Public Works Department 211 Eighth Street Seal Beach, CA 90740 (562) 431-2527 x1322 Re: City of Seal Beach # B629 Lampson Well Treatment Analysis - Pilot Program Dear Iris, PACE is pleased to provide our proposal for engineering services for the "Lampson Well Treatment Analysis - Pilot Program". Attached are our Scope of Services, Compensation, Hourly Rate Schedule and Provisions. We appreciate the opportunity to be of service to the City of Seal Beach and look forward to working with you and your staff for the pilot study. Please contact me if there are any questions or if we may provide any additional information. Sincerely, Duncan Lee, PE Principal, QA/QC Manager— Utilities Division DL/sg Enclosures: Scope of Services, Compensation, Hourly Rate Schedule and Provisions. PROPOSAL FOR PROFESSIONAL ENGINEERING SERVICES City of Seal Beach Lampson Well Treatment Analysis - Pilot Program #8629 The Lampson Water Well (Well) is owned and operated by the City of Seal Beach (City) and is located at the easterly end of the Old Ranch Country Club on Lampson Avenue. This Well is one (1) of four (4) City water wells, with onsite sodium hypochlorite (NaOCI) disinfection system. Historical water quality data provided by City staff showed relatively high range of sulfide concentrations level and City has encountered instances of customer complaints about odor issues. Consequently, this newest City well, built around 2009 is operating at low flow rates to minimize concerns for odor complaints. At the recent pre -proposal site visit by PACE, water quality analysis performed by PACE staff revealed that ground water from the Well does have hydrogen sulfides (H2S) concentration around 50 µg/L (0.050 mg/L), which will produce a nuisance odor. Odor is identified under the National Secondary Drinking Water Regulations for aesthetic effects, and is not a health and safety concern. Another side effect is typical chlorine dosage rate is significantly higher when the ground water has such concentration of H2S, driving up chemical cost at this Well. This proposal is submitted to the City to investigate the feasibility of PACE's Hybrid Biological Activated Carbon (HBAC) treatment to reduce/remove H2S odor, and to reduce chlorine chemical dosage. This pilot study will be carried out by deploying PACE's 5 -column pilot skid and the 8 -foot tall pilot skid. OBJECTIVE: The proposed pilot system shall operate for approximately 9 weeks, which would provide preliminary design parameters including much needed information for State Health Department approval and potential funding opportunities. Our services will include the following tasks: (1) deploy, startup, water sample monitoring, and demobilize pilot skids (9 weeks), (2) Chlorine demand test and microbial diversity analysis (2 weeks), and (3) a technical memorandum with a PowerPoint presentation (3 weeks). PACE anticipates a total of 14 weeks to complete all identified tasks. SECTION A - SCOPE OF SERVICES: A. PACE agrees to perform the following services: Task 1— Pilot Skids Installation, Water Sample Monitoring and Demobilization PACE shall provide equipment, materials, and labor to perform an approximate 9 -weeks pilot test at the Well. Both the 5 -column pilot skid and the 8 -foot tall pilot skid will be deployed at the Well site. PACE shall be responsible for transportation, installation and startup of pilot skids while the City shall be responsible to provide required footprint, access, electrical power and raw well water supply. The 5 -column pilot skid consist of transparent filtration columns (3 -inch diameter and 2.5 feet length) which could be configured in parallel or series flow configuration. Individual columns can be separately �1 PACE Lampson Well - Lampson Well Treatment Analysis - Pilot Program (City of Seal Beach) December 9, 2019 Scope and Compensation for ##629 Page 2 of 4 backwashed and air -scoured with raw water and portable air compressor respectively. The proposed configuration plan for the Well is shown on Figure 1. Lampson Well — Raw Feed (without Pretreatment) Filter Filter Filter 1 2 3 (15" of (15" of (15' of GAC) f GAC) i i I GAC) i n Filter Filter 4 5 (15" of (15" of Plastic GAC) Media) 700gpm ( 8.91 gpm/ Figure 1: Proposed pilot configuration for five -column pilot skid First three filter columns shall be configured in parallel to evaluate different surface loading rates for full scale treatment design and backwash frequency for conventional Biological Activated Carbon (BAC) only treatment while filter column 4 and S will be in series to illustrate performance of PACE's HBAC treatment option. The 9 -week duration of pilot has been tentatively scheduled as follows. e 1 — 3 Weeks: - Initiation of HBAC treatment to exhaust Granular Activated Carbon GAC (GAC) media and to allot time for natural sulfide oxidizing bacterial growth e 4 — 6 Weeks: - 15Y Cycle of Treatment (Initiated after backwashing all filter columns) e 7 — 9 Weeks: - 2"d Cycle of treatment (Initiating after backwashing required columns only) The 8 -foot tall pilot skid will be filled with 4 feet of plastic media (NSF61 approved) and 2 feet of GAC media. This skid will also be capable of raw water backwash and air -scouring. Water samples will be collected at least once a week to monitor odor, hydrogen sulfide, and other water quality parameters as outlined in Table 1 below. Sensitive water quality parameters will be tested on site while other water quality tests will be carried out at PACE lab within 24 -hours after sampling. Individual flow rates and change in differential pressures for all filter columns will also be record to estimate full scale backwash frequency. PACE will coordinate and work in good faith with City's water distribution operations to conduct analysis to not create undue burden on the City's system. PACE 500 gpm :. (6.37 Bpm/ -._-- 700 gpm _ ( 8.91 gpm/ 900 gpm (11.46 gpm/ 700 gpm (8.91 gpm/ 700gpm ( 8.91 gpm/ sgft 5q -ft.) 5aR.) sq.ft.) , I sq -ft.) Figure 1: Proposed pilot configuration for five -column pilot skid First three filter columns shall be configured in parallel to evaluate different surface loading rates for full scale treatment design and backwash frequency for conventional Biological Activated Carbon (BAC) only treatment while filter column 4 and S will be in series to illustrate performance of PACE's HBAC treatment option. The 9 -week duration of pilot has been tentatively scheduled as follows. e 1 — 3 Weeks: - Initiation of HBAC treatment to exhaust Granular Activated Carbon GAC (GAC) media and to allot time for natural sulfide oxidizing bacterial growth e 4 — 6 Weeks: - 15Y Cycle of Treatment (Initiated after backwashing all filter columns) e 7 — 9 Weeks: - 2"d Cycle of treatment (Initiating after backwashing required columns only) The 8 -foot tall pilot skid will be filled with 4 feet of plastic media (NSF61 approved) and 2 feet of GAC media. This skid will also be capable of raw water backwash and air -scouring. Water samples will be collected at least once a week to monitor odor, hydrogen sulfide, and other water quality parameters as outlined in Table 1 below. Sensitive water quality parameters will be tested on site while other water quality tests will be carried out at PACE lab within 24 -hours after sampling. Individual flow rates and change in differential pressures for all filter columns will also be record to estimate full scale backwash frequency. PACE will coordinate and work in good faith with City's water distribution operations to conduct analysis to not create undue burden on the City's system. PACE Lampson Well - Lampson Well Treatment Analysis - Pilot Program (City of Seal Beach) December 9, 2019 Scope and Compensation for #B629 Page 3 of 4 The following water quality parameters will be tested on a weekly basis. Table 1— Water quality parameters tested in Task 01 Clans, Parameter Me d Equipment ".Nlajt�r pH* Handheld probe Hach HQ40d Secondary Drinking Water Standard Conductivity Handheld probe OAKTON PCTS 50 Secondary Drinking Water Standard Secondary Drinking Water TDS Handheld probe OAKTON PCTS 50 Standard ORP* Handheld probe ORPTestr 10 Oxidation Status of the Well General water DO* Handheld probe Hach HQ40d Sensitive for Sulfide Oxidation HACH DR 2800 / Hach Secondary Drinking Water Color* HACH 8025 DR 900 Standard Turbidity _ HACH 2100 Secondary Drinking Water TURBIDIMETER Standard Temperature* Handheld probe Hach HQ40d Sensitive for biological activity Sulfide* HACH 8131 HACH DR 2800 Ion of Concern Sulfate HACH 8051 HACH DR 2800 By product of Sulfide Oxidation Nutrient / Sensitive for Sulfide Nitrate- N HACH 10206 HACH DR 2800 Oxidation Ions Ammonia - N HACH 10023 HACH DR 2800 Nutrient for biological activity Secondary Drinking Water Iron HACH 8008 HACH DR 2800 Standard Secondary Drinking Water Manganese HACH 8149 HACH DR 2800 Standard Remarks: * tests will be conducted onsite for sensitive water quality parameters. After completion of the pilot study, PACE shall remove all pilot equipment from Well site. Task 02 — Chlorine Demand Test and Microbial Diversity Analysis PACE shall provide equipment, materials, and labor to perform a comprehensive chlorine demand tests on raw water and chlorinated water from the Well, to determine the amount of reduction in chlorine demand from the HBAC treatment system. The chlorine demand test shall be conducted on site immediately after the samples are collected. PACE shall carryout microbial diversity analysis on raw well water and biomass growth on GAC media with duplicates to confirm presence of sulfide oxidizing bacterial population. These samples shall be collected twice during end of each stages of treatment and PACE will send them to RTL genomics laboratory for microbial diversity analysis. O PACE Lampson Well - Lampson Well Treatment Analysis - Pilot Program (City of Seal Beach) December 9, 2019 Scope and Compensation for #8629 Page 4 of 4 Task 03 —Technical Memorandum and Presentation PACE shall prepare a Technical Memorandum (TM) to summarize results of the analysis, findings, and provide recommendations data collected from Task 01 and Task 02. Should the City decide to pursue a full scale implementation of PACE's HBAC treatment system, the TM will need to be submitted to the state health regulatory agency for future approval. PACE will also prepare a PowerPoint presentation for the City. SECTION B - COMPENSATION: PACE will complete the work outlined herein and invoice client monthly on a not -to -exceed fee of $33,000 in accordance with the attached "Hourly Labor and Expenses Rates Schedule". Task Description Professional Fee 01 Pilot Skids Installation, Water Sample Monitoring and Demobilization $ 21,000 02 Chlorine Demand Test and Microbial Diversity Analysis $ 5,000 03 Technical Memorandum and Presentation 7,000 TOTAL FEE (Not -to -Exceed): $33,000 ASSUMPTIONS AND EXCLUSIONS: 1. The City shall provide PACE with all available base data and project information in a timely manner, coordination and management of other team consultant(s) to assure that the project schedule can be met, and prompt payment of invoices in accordance with the terms and conditions included herein. The specific items that are to be provided by the City or other consultant(s) include the following: a. Historical water quality monitoring results b. As built drawings for the Well site including mechanical and electrical drawings c. Distribution system maps to identify service area boundaries and piping 2. Any proposed project changes initiated by the City, and not a result of PACE's conduct of business which affect work in progress or previously completed will be justification for additional compensation. 3. No environmental documentation or support, including no environmental permitting. 4. No surveying or construction staking is included. 5. Local government approval meetings, hearings, etc. will be under separate work authorization, if required. 6. Existing utility information research and mapping is not included and will be provided by the City. 7. The fees proposed herein shall apply until one year from date of agreement. Due to ever- changing costs, PACE will increase those portions of the contract fee for which work must still be completed after one year from date of proposal, as negotiated with the City up to a maximum of five -percent (5%). PACE }\\\77\\| w 2 2§Ipx _ U.§uz2\m 77 2 m w I6Z0L ! EXHIBIT B TERMS FOR COMPLIANCE WITH CALIFORNIA LABOR LAW REQUIREMENTS 1. This Agreement calls for services that, in whole or in part, constitute "public works" as defined in Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code ("Chapter 1"). Further, Consultant acknowledges that this Agreement is subject to (a) Chapter 1 and (b) the rules and regulations established by the Department of Industrial Relations ("DIR") implementing such statutes. Therefore, as to those Services that are "public works", Consultant shall comply with and be bound by all the terms, rules and regulations described in 1(a) and 1(b) as though set forth in full herein. 2. California law requires the inclusion of specific Labor Code provisions in certain contracts. The inclusion of such specific provisions below, whether or not required by California law, does not alter the meaning or scope of Section 1 above. 3. Consultant shall be registered with the Department of Industrial Relations in accordance with California Labor Code Section 1725.5, and has provided proof of registration to City prior to the Effective Date of this Agreement. Consultant shall not perform work with any subcontractor that is not registered with DIR pursuant to Section 1725.5. Consultant and subcontractors shall maintain their registration with the DIR in effect throughout the duration of this Agreement. If Consultant or any subcontractor ceases to be registered with DIR at any time during the duration of the project, Consultant shall immediately notify City. 4. Pursuant to Labor Code Section 1771.4, Consultant's Services are subject to compliance monitoring and enforcement by DIR. Consultant shall post job site notices, as prescribed by DIR regulations. 5. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages for each craft, classification, or type of worker needed to perform the Agreement are on file at City Hall and will be made available to any interested party on request. Consultant acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and Consultant shall post such rates at each job site covered by this Agreement. 6. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. Consultant shall, as a penalty to City, forfeit $200.00 for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Consultant or by any subcontractor. 7. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform City of the location of the records. 8. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6 and 1777.7 and California Code of Regulations, Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Consultant shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within 60 days after concluding work pursuant to this Agreement, Consultant and each of its subcontractors shall submit to City a verified statement of the journeyman and apprentice hours performed under this Agreement. 9. Consultant shall not perform work with any Subcontractor that has been debarred or suspended pursuant to California Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. Consultant and subcontractors shall not be debarred or suspended throughout the duration of this Contract pursuant to Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. If Consultant or any subcontractor becomes debarred or suspended during the duration of the project, Consultant shall immediately notify City. 10. Consultant acknowledges that eight hours labor constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code Section 1810. Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. Consultant shall, as a penalty to City, forfeit $25.00 for each worker employed in the performance of this Agreement by Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code Section 1815, work performed by employees of Consultant in excess of eight hours per day, and 40 hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of eight hours per day at not less than one and one-half times the basic rate of pay. 11. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Consultant hereby certifies as follows: "I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract." 12. For every subcontractor who will perform work on the project, Consultant shall be responsible for such subcontractor's compliance with Chapter 1 and Labor Code Sections 1860 and 3700, and Consultant shall include in the written contract between it and each subcontractor a copy of those statutory provisions and a requirement that each subcontractor shall comply with those statutory provisions. Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a periodic review of the certified payroll records of the subcontractor and upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take corrective action to halt or rectify any failure. 13. To the maximum extent permitted by law, Consultant shall indemnify, hold harmless and defend (at Consultant's expense with counsel reasonably acceptable to City) City, its officials, officers, employees, agents and independent contractors serving in the role of City officials, and volunteers from and against any demand or claim for damages, compensation, fines, penalties or other amounts arising out of or incidental to any acts or omissions listed above by any person or entity (including Consultant, its subcontractors, and each of their officials, officers, employees and agents) in connection with any work undertaken or in connection with the Agreement, including without limitation the payment of all consequential damages, attorneys' fees, and other related costs and expenses. All duties of Consultant under this Section shall survive the termination of the Agreement. PACIAOU-01 ARODRIGUE ACORO CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 12/6/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License # 0757776 CONTACT Laura Lettieri NAME: HUB International Insurance Services Inc. PHONE FAX 4695 MacArthur Court, Suite 600 (A/C, No, Ext): (A/C, No): NewP ort Beach, CA 92660 E-MAIL ADDRESS: laura.leffieri@hubinternational.com INSURED Pacific Advanced Civil Engineering Inc. (PACE) 17520 Newhope Street Suite 120 Fountain Valley, CA 92708 INSURER(S) AFFORDING COVERAGE INSURER A: Evanston Insurance Company INSURER B: Atlantic Specialty Ins. Co. INSURER C: Berkshire Hathaway Homestate Insurance Company INSURERD:Arch Specialty Insurance Company INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: NAIC # 35378 27154 20044 21199 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. AUTHORIZED REPRESENTATIVE INSR ADOL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE I WVD POLICY NUMBER MM1OD1YYYYI IMWDDIYYYY)LIMITS A X COMMERCIAL GENERAL LIABILITY I EACH OCCURRENCE $ 1'000'000 CLAIMS -MADE X OCCURMKLV5PBC000525 4/30/2019 4/30/2020 X DAMAGE TO RENTED PREMISES (Ea occurrence) _ $ 300,000 X $5,000 Ded MED EXP (Any one person) $ PERSONAL & ADV INJURY $ 1'000'000 GEN'L AGGREGATE LIMIT APPLIES PER. GENERAL AGGREGATE $ 2'000'000 o POLICY X ECT LOC PRODUCTS -COMP/OP AGG $ 2,000,000 CAP:$10,000,000 OTHER $ B AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 X ANY AUTO X 7100322160007 4/30/2019 4/30/2020 BODILY INJURY (Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS SSWN BODILY INJURY (Per accident) $ AUTOS AUTOS (Peri acEciidentDAMAGE ONLY ONLDY $ A UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 10,000,000 X EXCESS UAB CLAIMS -MADE MKLV5EUL101645 4/30/2019 4/30/2020 _ AGGREGATE $ 10'000'000 DED RETENTION $ $ C WORKERS COMPENSATIONPER AND EMPLOYERS' LIABILITY OTH- X STATUTE ER - Y / N IPAWC019790 3/2/2019 3/2/2020 ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N / A (Mandatory in NH) 1'000'000 If yes, describe under E . DISEASE - EA EMPLOYEE $ 1,000,000 DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ D PROF & POLL LIAB CPPOO55298-06 4/30/2019 4/30/2020 EACH CLAIM $3M / DED 100,000 D RETRO DATE: 1/1/1995 CPP0055298-06 4/30/2019 4/30/2020 AGGR $6M / DED 300,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: Operations of the named insued during the current policy term. City of Seal Beach, its directors, officials, officers, employees, agents and volunteers are additional insured with respect to general liability and auto liability per CG20101185, CG20370704 and VCA201062018. Excess Liability Follows Form. 30 day notice of cancellation applies per policy provisions per (GL) IL00171198, (AUTO) VIL619CA0811 & IWC) WC990607107. CERTIFICATE HOLDER CANCELLATION ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City Ci of Seal Beach 211 - 8th Street THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Seal Beach, CA 90740 AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS (FORM B) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: As required by written contract executed by both parties prior to loss Applies to commercial work only (If no entry appears above, information required to complete this endorsement MR be shown in the Declarations as appkcable to this endorsement.) WHO IS AN INSURED (Section II) is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liabi{ity arising out of "your Work" for that insured by or for you. CO20101185 Copyright, Insurance Services Office, Inc. Policy Number: 710-03-22-16-0007 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BROAD FORM AUTOMOBILE ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM This endorsement extends certain coverages. The following listing and the headers in this endorsement are only for convenience. Provisions in this endorsement might be modified by other endorsements. Read the entire policy carefully to determine rights, duties and what is and is not covered. A. Drive Other Car Coverage — Executive Officers 4. Loss of Use Expenses Increased and Certain Individuals 5. Other Coverage Extensions B. Section If — Covered Autos Liability Coverage a. Airbag Discharge b. Auto Theft Reward 1. Additional Insured — Written Contract, c. Loan/Lease Gap Coverage Agreement, Permit or Authorization d. Rental Reimbursement 2. Broadened Named Insured 6. Diminution in Value 3. Employees as Insureds 7. Communications Equipment (Including Employee Hired Autos and 8. Deductible Waived For Glass Repair Fellow Employee Coverage) 4. Newly Acquired or Formed Organizations D. Section IV —Business Auto Conditions 5. Supplementary Payments — 1. Duties in Event of Accident, Claim, Suit or Loss Bail Bonds and Loss of Earnings 2. Waiver of Subrogation When Required by C. Section III — Physical Damage Coverage Written Contract or Agreement 1. Hired Auto Physical Damage Coverage E. Section V — Definitions 2. Towing — Any Covered Autos 1. Bodily Injury — Includes Mental Anguish 3. Transportation Expenses Increased 2. Executive Officer A. Drive Other Car Coverage — Executive Officers and Certain Individuals 1. The following is added to Section I — Covered Autos: Drive Other Car Coverage a. For Covered Autos Liability Coverage and Physical Damage Coverage, "autos" in the care, custody or control of an "insured" described in Paragraph 2. below, which you do not own, hire, lease or borrow, are covered "autos". But this does not include any "auto": (1) Owned by any "insured" described in Paragraph 2. below, or any member of their household, including any "auto" that is owned but not insured; (2) Used by an "insured" described in Paragraph 2. below while working in the business of selling, servicing, repairing or parking autos; or (3) Insured or covered under another policy. b. If Medical Payments, Uninsured/Underinsured Motorist, Personal Injury Protection or other compulsory coverages required by the governing jurisdiction are provided by this policy, then an "insured" described in Paragraph 2. below, and their family members residing in the same household, are "insureds" while.- (1) hile: (1) Occupying as a passenger; or (2) A pedestrian when struck by; any "auto" you do not own, hire, lease or borrow, except an "auto" owned by an "insured" described in Paragraph 2. below or members of their household, or an "auto" insured or covered under any other policy. VCA 201 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 6 Copyright 2018, INSURED 2. With respect to Drive Other Car Coverage only, Paragraph A.I. Who is an Insured of Section II — Liability Coverage is amended to include as an "insured" the following: If you are designated in the Declarations as: a. An individual, you and your spouse. b. A partnership, your partners and their spouses. c. An organization other than an individual or a partnership, your "executive officers" and their spouses. 3. Limit of Insurance and Deductible The most we will pay for Drive Other Car Coverage is the single highest Limit of Insurance for the applicable coverage for an "auto" you own. The Deductible for Drive Other Car Coverage is the largest Deductible for the applicable coverage for an "auto" you own. 4. Other Insurance Regardless of the existence of other insurance or Paragraph B.5. Other Insurance of Section IV — Business Auto Conditions, Drive Other Car Coverage is primary. B. Section II — Covered Autos Liability Coverage 1. Additional Insured —Written Contract, Agreement, Permit or Authorization Paragraph A.I. Who is an Insured of Section II — Covered Autos Liability Coverage is amended to include as an additional "insured" any person or organization with whom you have agreed in a written contract, agreement, permit or authorization to provide insurance such as is afforded under this Coverage Form but only with respect to liability for "bodily injury" or "property damage" caused in whole or in part by your maintenance, operation or use of a covered "auto". But this insurance does not apply: a. Unless the written contract or agreement has been executed or the permit or authorization has been issued prior to the "accident" that caused the "bodily injury" or "property damage"; b. To any person or organization included as an "insured" under any other provisions of this policy, including this or any other endorsement; c. To the independent acts or omissions of such person or organization; or d. To any lessor of "autos" when their contract or agreement with you for such leased "auto" ends or the lessor or its agent takes possession of the "auto". 2. Broadened Named Insured Paragraph A.1. Who is an Insured of Section 11 — Covered Autos Liability Coverage is amended to include as a Named Insured any legally incorporated entity in which you maintain ownership of more than 50 percent of the voting stock on or after the effective date of this endorsement, but only if there is no other similar insurance available to that organization. This insurance does not apply to any organization that is an insured under another policy or would be an insured under such policy but for its termination or the exhaustion of its limits of insurance. 3. Employees as Insureds (Including Employee Hired Autos and Fellow Employee Coverage) a. Paragraph A.1. Who is an Insured of Section II — Covered Autos Liability Coverage is amended to include as an "insured" your "employee" while: (1) Using a covered "auto" you do not own, hire or borrow in your business or your personal affairs. (2) Operating an "auto" hired or rented under a contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business. b. Exclusion B.5. Fellow Employee of Section II — Covered Autos Liability is deleted. c. The following is added to B.5.b of Section IV — Business Auto Conditions: Any covered "auto" hired or rented without a driver by your "employee" under a contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business is also deemed to be a covered "auto" you own. VCA 201 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 6 Copyright 2018, 4. Newly Acquired or Formed Organizations Paragraph A.1. Who is an Insured of Section II — Covered Autos Liability Coverage is amended to include as an "insured" any organization you newly acquire or form, other than a partnership or joint venture, and over which you maintain ownership or majority interest, if there is no other similar insurance available to that organization. But: (1) Coverage under this provision is afforded only until the end of the policy period; and (2) Coverage does not apply to "bodily injury" or "property damage" caused by an "accident' that occurred before you acquired or formed the organization. 5. Supplementary Payments — Bail Bonds and Loss of Earnings In Paragraph A.2.a. Supplementary Payments of Section II — Covered Autos Liability, the following replaces Paragraphs (2) and (4): (2) Up to $3,500 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. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. C. Section III — Physical Damage Coverage 1. Hired Auto Physical Damage Coverage a. If hired "autos" are covered "autos" under Section If — Covered Autos Liability Coverage and this policy provides Comprehensive, Specified Causes of Loss Coverage or Collison Coverage for any "auto" you own, a hired "auto" will be deemed a covered "auto" for Physical Damage Coverage subject to the provisions in Paragraph b. below. b. For Hired Physical Damage Coverage provided by paragraph a. above: (1) The most we will pay for "loss" to any hired "auto" is the lesser of: (a) $75,000 for "autos" of the private passenger type and $50,000 for all other "autos"; (b) The actual cash value of the damaged or stolen property as of the time of the "loss"; or (c) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality. (2) The Deductible is the largest Deductible for the applicable coverage for an "auto" you own. (3) This insurance is excess over any other valid and collectible insurance, whether such insurance is primary, excess, contingent or on any other basis. 2. Towing — Any Covered Autos The following replaces Paragraph A.2. Towing of Section III — Physical Damage Coverage: We will pay up to $100 for towing and, if labor is performed at the place of disablement, labor costs incurred each time a covered "auto" is disabled if a premium charge for towing and labor is shown in the Schedule or the Declarations. 3. Transportation Expenses Increased In Paragraph A.4.a. Transportation Expenses of Section III — Physical Damage Coverage, the amounts we will pay amounts we will pay for temporary transportation expenses incurred by you because of the total theft of a covered "auto" of the private passenger type are increased to $75 per day, to a maximum of $2,250. 4. Loss of Use Expenses Increased The following replaces the last paragraph in Paragraph A.4.b. Loss Of Use Expenses of Section III — Physical Damage Coverage: However, the most we will pay for any expenses for loss of use is $1,000. 5. Other Coverage Extensions If you have Physical Damage Coverage, the following are added to Paragraph A.4. Coverage Extensions of Section III — Physical Damage Coverage: VCA 201 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 5 Copyright 2018, a. Airbag Discharge We will pay to reset or replace a covered "auto's" airbag that accidentally discharges without the "auto" being involved in an "accident" if the airbag is not covered under a manufacturer's warranty and you did not intentionally cause the discharge. No Deductible applies to this Coverage Extension. b. Auto Theft Reward If you have Comprehensive or Specified Cause of Loss Coverage, we will pay a reward up to $2,000 for information leading to the arrest and conviction of anyone stealing a covered "auto". But we will not pay a reward to you, any family members or "employees" or any public officials while performing their duties. c. Loan/Lease Gap Coverage If a covered "auto" is subject to a long-term loan or lease that requires, in writing, that the lender or lessor be an additional "insured", and you are legally obligated for the remaining balance on the loan or lease, we will pay the difference between the actual cash value of the "auto" at the time of "loss" and the remaining balance on your loan or lease. But we will not pay for: (1) Any amount paid under the policy's Physical Damage Coverage; or (2) Any amounts for abnormal or excess wear and tear, additional or high mileage charges, carry-over balances from previous loans or leases, extended warranties or insurance purchased with the loan or lease, lease termination fees, taxes, overdue payments, unreturned security deposits or any penalties, interest or charges resulting from overdue payments. d. Rental Reimbursement We will pay for expenses to rent an "auto" of the private passenger type because of "loss" to a covered "auto" of the private passenger type. But: (1) We will only pay expenses incurred during the policy period at the time of the "loss" and ending, regardless of the policy period, six days after the "loss". (2) The most we will pay is the lesser of: (a) Reasonable and necessary expenses actually incurred; or (b) $50 per day. (3) This coverage does not apply if a spare or reserve "auto" is available to you. (4) If "loss" is because of the total theft of a covered "auto", we will pay only those amounts that are not already covered under Transportation Expenses. No Deductible applies to this Coverage Extension. 6. Diminution in Value The following is added to Exclusion 13.6. of Section III — Physical Damage Coverage.- This overage: This exclusion does not apply to "diminution in value" of a covered "auto" of the private passenger type used in the conduct of the "insured's" business that is leased, rented, hired or borrowed without a driver for a period of 30 days or less. But the most we will pay for such "diminution in value" is the lesser of: a. 20 percent of the actual cash value of the "auto" as of the time of the "loss"; or b. $7,500. 7. Communications Equipment The following is added to Paragraph B. Exclusions of Section III — Physical Damage Coverage: Exclusions 4.c. and 4.d. do not apply to communications equipment, including its antenna and other accessories, that is permanently installed in, and not removable from, a covered "auto" and designed for use as a: a. Citizen's band radio; b. Two-way mobile radio or telephone; VCA 20106 18 Includes copyrighted material of Insurance Sendces Office, Inc., with its permission. Page 4 of 5 Copyright 2018, c. Scanning monitor receiver; or d. GPS navigation system. No Deductible applies to "loss" to such communications equipment. But the most we will pay for all such communications equipment is $5,000 for any one "loss". 8. Deductible Waived For Glass Repair The following is added to Paragraph D. Deductible of Section III — Physical Damage Coverage: No Deductible applies if glass that is damaged is repaired rather than replaced. D. Section IV — Business Auto Conditions 1. Duties in the Event of Accident, Claim, Suit or Loss The following is added to Paragraph A.2. Duties in the Event of Accident, Claim, Suit or Loss of Section IV — Business Auto Conditions: The requirements that you must notify us of an "accident", claim, "suit" or "loss", or send us documents concerning a claim or "suit", apply only if the "accident", claim, "suit" or "loss" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) An "executive officer" or insurance or risk manager, if you are a corporation; or (4) A manager, if you are a limited liability company. The requirement that you must notify us as soon as practicable of an "accident", claim, "suit" or "loss" does not apply if you report the "accident", claim, "suit" or "loss" to your workers' compensation insurer and the "accident", claim, "suit" or "loss" later develops into a liability claim for which coverage is provided by this policy. But as soon as you become aware that an "accident", claim, "suit" or "loss" is a liability claim rather than a workers' compensation claim, you must comply with all parts of Paragraph A.2. Duties in the Event of Accident, Claim, Suit or Loss of Section IV — Business Auto Conditions. 2. Waiver of Subrogation When Required by Written Contractor Agreement The following is added to Paragraph A.5. Transfer of Rights of Recovery Against Others to Us of Section IV — Business Auto Conditions: We will waive any right of recovery against any person or organization because of payments we make for "bodily injury" or "property damage" arising out of the ownership, maintenance or use of a covered "auto" when you have assumed liability for such "bodily injury" or "property damage" under an "insured contract", but only if the "insured contract" is executed before the "accident" or "loss" occurs. E. Section V — Definitions 1. Bodily Injury — Includes Mental Anguish The following is added to Paragraph C. of Section V — Definitions: "Bodily injury" includes mental anguish resulting from bodily injury, sickness, or disease sustained by a person at any time. 2. Executive Officer The following is added to Section V — Definitions: "Executive officer" means a person holding any of the officer positions created by your charter, constitution, bylaws or any other similar governing document. VCA 201 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 5 Copyright 2018, POLICY NUMBER: MKLV5PBC000525 COMMERCIAL GENERAL LIABILITY CG 20 37 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Location And Description Of Completed Operations As required by written contract executed by both parties Applies to Commercial Work only prior to loss Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property dam- age" caused, in whole or in part, by "your work" at the location designated and described in the sched- ule of this endorsement performed for that additional insured and included in the "products -completed operations hazard". CG 20 37 07 04 C ISO Properties, Inc., 2004 Page 1 of 1 17 COMMON POLICY CONDITIONS All Coverage Parts included in this policy are subject to the following conditions. A. Cancellation 1. The first Named Insured shown in the Declara- tions may cancel this policy by mailing or deliv- ering to us advance written notice of cancella- tion. 2. We may cancel this policy by mailing or deliver- ing to the first Named Insured written notice of cancellation at least: a. 10 days before the effective date of cancel- lation if we cancel for nonpayment of premi- um; or b. 30 days before the effective date of cancel- lation if we cancel for any other reason. 3. We will mail or deliver our notice to the first Named Insured's last mailing address known to us. 4. Notice of cancellation will state the effective date of cancellation. The policy period will end on that date. 5. If this policy is cancelled, we will send the first Named Insured any premium refund due. If we cancel, the refund will be pro rata. If the first Named Insured cancels, the refund may be less than pro rata. The cancellation will be ef- fective even if we have not made or offered a refund. 6. If notice is mailed, proof of mailing will be suffi- cient proof of notice. B. Changes This policy contains all the agreements between you and us concerning the insurance afforded. The first Named Insured shown in the Declarations is authorized to make changes in the terms of this policy with our consent. This policy's terms can be amended or waived only by endorsement issued by us and made a part of this policy. C. Examination Of Your Books And Records We may examine and audit your books and rec- ords as they relate to this policy at any time during the policy period and up to three years afterward. D. Inspections And Surveys 1. We have the right to: a. Make inspections and surveys at any time; INTERLINE IL 00 17 11 98 b. Give you reports on the conditions we find; and c. Recommend changes. 2. We are not obligated to make any inspections, surveys, reports or recommendations and any such actions we do undertake relate only to in- surability and the premiums to be charged. We do not make safety inspections. We do not un- dertake to perform the duty of any person or organization to provide for the health or safety of workers or the public. And we do not warrant that conditions: a. Are safe or healthful; or b. Comply with laws, regulations, codes or standards. 3. Paragraphs 1. and 2. of this condition apply not only to us, but also to any rating, advisory, rate service or similar organization which makes in- surance inspections, surveys, reports or rec- ommendations. 4. Paragraph 2. of this condition does not apply to any inspections, surveys, reports or recom- mendations we may make relative to certifica- tion, under state or municipal statutes, ordi- nances or regulations, of boilers, pressure ves- sels or elevators. E. Premiums The first Named Insured shown in the Declara- tions: 1. Is responsible for the payment of all premiums; and 2. Will be the payee for any return premiums we pay. F. Transfer Of Your Rights And Duties Under This Policy Your rights and duties under this policy may not be transferred without our written consent except in the case of death of an individual named insured. If you die, your rights and duties will be transferred to your legal representative but only while acting within the scope of duties as your legal representa- tive. Until your legal representative is appointed, anyone having proper temporary custody of your property will have your rights and duties but only with respect to that property. IL 00 17 11 98 Copyright, Insurance Services Office, Inc., 1998 Page 1 of 1 POLICY NUMBER: 710032216-0007 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CALIFORNIA CHANGES - CANCELLATION AND NONRENEWAL This endorsement modifies insurance provided under the following COMMERCIAL AUTOMOBILE COVERAGE PART COMMERCIAL GENERAL LIABILITY COVERAGE PART COMMERCIAL INLAND MARINE COVERAGE PART COMMERCIAL UMBRELLA LIABILITY COVERAGE PART COMMERCIAL PROPERTY COVERAGE PART CRIME AND FIDELITY COVERAGE PART EQUIPMENT BREAKDOWN COVERAGE PART LIQUOR LIABILITY COVERAGE PART PROFESSIONAL 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 following: 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 Insured, at the mailing address shown in the policy, and to the producer of record, advance written notice of cancellation, stating the reason for cancellation, at least: a. 10 days before the effective date of Cancellation if we cancel for: (1) Nonpayment of premium; or (2) Discovery of fraud by: (a) Any insured or his or her representative in obtaining this insurance; or (b) You or your representative in pursuing a claim under this policy. b. 30 days before the effective date of cancellation if we cancel for any other reason. 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 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 issued and due during the current policy term covering the same risks. (2) Discovery of fraud or material misrepresentation by (a) Any insured or his or her representative in obtaining this insurance; or (b) You or your representative in pursuing a claim under this policy. (3) A judgment by a court or an administrative 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 negligent acts or omissions, or of any violations of state laws or regulations establishing 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 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 reinsurance 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 VIL 619 CA 08 11 Includes copyrighted material of Insurance Services Office, Inc. Page 1 of 3 Copyright 2011, OneBeacon Insurance Group LLC E -INSURED (ii) Threaten our solvency. (7) A change by you or your representative 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 Insured, 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 nonpayment 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 purpose 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 Cancellation 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 coverage on tenants' household personal property in a residential unit, if such coverage is written under the following: Commercial Property Coverage Part a. If such coverage has been in effect for 60 days or less, and is not a renewal of coverage we previously issued, we may cancel this coverage for any reason, except as provided in b. and c. below. b. We may not cancel this policy solely because the first Named Insured has: (1) Accepted an offer of earthquake coverage; or (2) Cancelled or did not renew a policy issued by the California Earthquake Authority (CEA) that included an earthquake policy premium surcharge. 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 the following, which excludes loss or damage caused by or resulting from corrosive soil conditions: Commercial Property Coverage Part C. The following is added and supersedes any provisions to the contrary: Nonrenewal 1. 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 record, at the mailing address shown in the policy. 2. Residential Property This provision applies to coverage on real property used predominantly for residential purposes and consisting of not more than four dwelling units, and to coverage on tenants' household property contained in a residential unit, if such coverage is written under the following: Commercial Property Coverage Part a. We may elect not to renew such coverage for any reason, except as provided in b., c. and d. below. b. We will not refuse to renew such coverage solely because the first Named Insured has accepted an offer of earthquake coverage. Page 2 of 3 Includes copyrighted material of Insurance Services Office, Inc. VIL 619 CA 08 11 Copyright 2011, OneBeacon Insurance Group LLC However, the following applies only to insurers who are associate participating insurers as established by Cal. Ins, Code Section 10089.16. We may elect not to renew such coverage after the first Named Insured has accepted an offer of earthquake coverage, if one or more of the following reasons applies: (1) The nonrenewal is based on sound underwriting principles that relate to the coverages provided by this policy and that are consistent with the approved rating plan and related documents filed with the Department of Insurance as required by existing law; (2) The Commissioner of Insurance finds that the exposure to potential losses will threaten our solvency or place us in a hazardous condition. A hazardous condition includes, but is not limited to, a condition in which we make claims payments for losses resulting from an earthquake that occurred within the preceding two years and that required a reduction in policyholder surplus of at least 25% for payment of those claims; or (3) We have: (a) Lost or experienced a substantial reduction in the availability or scope of reinsurance coverage; or (b) Experienced a substantial increase in the premium charged for reinsurance coverage of our residential property insurance policies; and the Commissioner has approved a plan for the nonrenewals that is fair and equitable, and that is responsive to the changes in our reinsurance position. c. We will not refuse to renew such coverage solely because the first Named Insured has cancelled or did not renew a policy, issued by the California Earthquake Authority, that included an earthquake policy premium surcharge. d. We will not refuse to renew such coverage solely because corrosive soil conditions exist on the premises. This restriction (d.) applies only if coverage is subject to the following, which excludes loss or damage caused by or resulting from corrosive soil conditions: Commercial Property Coverage Part 3. We are not required to send notice of nonrenewal in the following situations: a. If the transfer or renewal of a policy, without any changes in terms, conditions or rates, is between us and a member of our insurance group. b. If the policy has been extended for 90 days or less, provided that notice has been given in accordance with Paragraph C.1. c. If you have obtained replacement coverage, or if the first Named Insured has agreed, in writing, within 60 days of the 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 renewed. e. If the first Named Insured requests a change in the terms or conditions or risks covered by the policy within 60 days of the end of the policy period. f. 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%. VIL 619 CA 08 11 Includes copyrighted material of Insurance Services Office, Inc Page 3 of 3 Copyright 2011, OneBeacon Insurance Group LLC WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 06 07 (Ed 1-07) CALIFORNIA CANCELLATION ENDORSEMENT This endorsement applies only to the insurance provided by the policy because California is shown in Item 3.A. of the Information Page. The cancellation condition in Part Six (Conditions) of the policy is replaced by these conditions: Cancellation: You may cancel this policy. You must mail or deliver advance written notice to us stating when the cancellation is to take effect. We may cancel this Policy for one or more of the following reasons: a. Non-payment of premium; b. Failure to report payroll; C. Failure to permit us to audit payroll as required by the terms of this policy or of a previous policy issued by us; d. Failure to pay any additional premium resulting from an audit of payroll required by the terms of this policy or any previous policy issued by us; e. Material misrepresentation made by you or your agent; f. Failure to cooperate with us in the investigation of a claim; g. Failure to comply with Federal or State safety orders; h. Failure to comply with written recommendations of our designated loss control representatives; i. The occurrence of a material change in the ownership of your business; j. The occurrence of any change in your business or operations that materially increases the hazard for frequency or severity of loss; k. The occurrence of any change in your business or operation that requires additional or different classification for premium calculation; I. The occurrence of any change in your business or operation which contemplates an activity excluded by our reinsurance treaties. 3. If we cancel your policy for any of the reasons listed in (a) through (f), we will give you 10 days advance written notice, stating when the cancellation is to take effect Mailing that notice to you at your mailing address shown in Item 1 of the Information Page will be sufficient to provide notice. If we cancel your policy for any of the reasons listed in Items (g) through (1), we will give you 30 days advance written notice; however, we agree that in the event of cancellation and reissuance of a policy effective upon a material change in ownership or operations, notice will not be provided. 4. The policy period will end on the day and hour stated in the cancellation notice. 5. If you cancel this policy or if we cancel due to ran -payment of premium. First, the premium computed in accordance with Section 1, Rule 2, will be multiplied by the quotient of the number of days for which the policy was written divided by the number of days the policy remained in force to produce the full policy premium. Second, the extended number of days will be determined by dividing the number of days the policy was in force by the number of days for which the policy was written and multiplying the quotient by 365 days. (When the Policy was written for a one-year period, the extended number of days will equal the number of days the policy remained in force). Third, the short rate percentage corresponding to the extended number of days will be obtained from the short rate cancellation table. Fourth, the short rate premium will be equal to the product of the full policy premium times the short rate percentage. The Short Rate Table below will be used in computing the Short Rate Premium. In no event will the final earned premium be less than the policy minimum premium. WC 99 06 07 Page 1 of 2 (Ed 1-07)