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HomeMy WebLinkAboutAGMT - Alexander's Contract Services (Water Meter Reading Services Pilot Program)AMENDMENT NO. 1 PROFESSIONAL SERVICES AGREEMENT For Water Meter Reading Services Pilot Program between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 Alexander's Contract Services 8655 Morro Road, Suite C Atascadero, CA 93422 (805) 461-3458 This Amendment No. 1, dated December 11, 2023, amends that certain Professional Services Agreement ("the Agreement") dated March 28, 2022, by and between the City of Seal Beach ("City"), a California charter city and Alexander's Contract Services ("Consultant"), a California corporation, (collectively, "the Parties"). RECITALS A. City and Consultant are parties to the Agreement, pursuant to which Consultant provides water meter reading services to City. B. Effective March 28, 2022, City and Consultant entered into an Agreement for Consultant to provide water meter reading services for City through April 30, 2023. C. City and Consultant wish to amend the Agreement for Consultant to provide additional water meter reading services for the time period extending through December 31, 2023, and to pay Consultant's compensation in the not -to -exceed amount of $28,800 for those additional services, 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 2.0 (Term) of the Agreement is hereby amended to read as follows: "2.0 Term 2.1. The term of this Agreement shall commence as of the Effective Date and shall continue through December 31, 2023, unless previously terminated as provided by the Agreement." Section 2. Section 3.0 (Consultant's Compensation) of the Agreement is hereby amended to read as follows: "3.0 Consultant's Compensation City will pay Consultant in accordance with the fee schedule set forth in Exhibit A for Services but in no event will the City pay more than $71,618.40 (Seventy -One Thousand Six Hundred Eighteen Dollars and 40/100) for the Term, subject to the following: 3.1 For the portion of the Term extending from March 28, 2022 through April 30, 2023, City will pay Consultant not more than the cumulative not -to -exceed amount of $42,818.40 (Forty -Two Thousand, Eight Hundred Eighteen Dollars and 40/100). 3.2. For the portion of the Term extending from May 1, 2023 through December 31, 2023, pursuant to Amendment No. 1, City will pay Consultant in accordance with the rates shown on the fee schedule set forth in Exhibit A for Services but in no event will the City pay more than the cumulative not -to -exceed amount of $21,800 (Twenty -One Thousand Eight Hundred Dollars and 00/100) for said extension covered by Amendment No. 1. 3.3. Any additional work authorized by the City pursuant to Section 1.5 will be compensated in accordance with the fee schedule set forth in Exhibit A." Section 3. All references to the term "Agreement' throughout Sections 1.0 through 34.0, inclusive, of the Agreement are hereby modified to include this Amendment No. 1, dated December 11, 2023, as if all of those terms are fully set forth therein. Section 4. 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 the Agreement, the provisions of this Amendment No. 1 shall control. Section 5. The persons executing this Amendment No. 1 on behalf of Consultant each warrant that he or she is duly authorized to execute this Amendment No. 1 on behalf of said Party and that by his or her execution, Consultant is formally bound to the provisions of this Amendment No. 1. 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 By: Jill R. Ingram, Cit Attest: By: %Harper, lori Approved as to Form: 0-'- - �, By: ��Zo; �,, C Nicholas R. Ghirelli, City Attorney CONSULTANT: Alexander's Contract Services, :Zal/Ilmia corporation By: Chris Molina, CFO/COO By: TiF6 Alexand President (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.) Sean Sabo From: Chris Molina <chrism@alexander-co.com> Sent: Thursday, December 21, 2023 7:54 AM To: Sean Sabo Cc: Leslie Tavares Subject: Re: End of Contract Wrap Up Good morning Sean. Yes. I approve of this revision. On Wed, Dec 20, 2023 at 3:34 PM Sean Sabo <ssabo@sealbeachca.gov> wrote: Hi Chris, I just left you a voicemail. I was processing the amendment and discovered an error in Section 3.2. It states that "in no event the City pay more than the cumulative not -to -exceed amount of $21,800 (Twenty -One Thousand Eight Hundred Dollars and 00/100) for said extension". That amount needs to be revised and increased to $28,800 (Twenty -Eight Thousand Eight Hundred Dollars and 00/100). Please let me know if you approve this revision. Thank you, I Sean Sabo Management Analyst City of Seal Beach - 211 8th St., Seal Beach, CA 90740 (562) 431-2527 Ext. 1431 ! From: Chris Molina <chrism@alexander-co.com> Sent: Monday, December 4, 2023 12:52 PM To: Sean Sabo <ssabo@sealbeachca.gov> 11 AALEXCO-02 PATRADS ACORD" CERTIFICATE OF LIABILITY INSURANCE CnVFRAnFA CFRTIFICATF 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. DATE 1212212 0 2 3Y) 12/22/2023 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 # 0305584 CONTACT Heather Brock NAME: PHONE Et): (805 543-6887 177 FAX 805 543-3064 ) (A/c, No): ( ) Moms & Garritano Insurance Agency, Inc. PO Drawer 1189 San Luis Obispo, CA 93406 A nREs : HBrock@MorrisGarritano.com INSURER(S) AFFORDING COVERAGE NAIC # 1/1712024 INSURER A: Travelers Property Casualty Company of America 25674 _ DAMAGE TO RENTED $ 300,000 mce)MED INSURED INSURER B: Beazley Insurance Company, Inc. 37540 INSURER C: Alexander's Contract Services, Inc. INSURER D : 8655 Morro Rd. Ste C Atascadero, CA 93422 INSURER E INSURER F: X CnVFRAnFA CFRTIFICATF 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 LTRMM TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP (MMIDDNYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCURx 630-2W699479 1/17/2023 1/1712024 1'000'000 EACH OCCURRENCE $ _ DAMAGE TO RENTED $ 300,000 mce)MED EXP (Any oneperson) $ 10'000 PERSONAL & ADV INJURY $ 1'000'000 GEN'L AGGREGATE LIMIT APPLIES PER: X POLICY JECT 7 LOC [:] OTHER: GENERAL AGGREGATE $, 2'000'000 PRODUCTS -COMP/OPAGG $ 2'000,000 $ A AUTOMOBILE LIABILITY X ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY X 810-2W670474 1/17/2023 1/17/2024 EOMBcaeDcnt)SINGLELIMIT $ 1,000,000 BODILY INJURY Perperson) $ BODILY INJURY Per accident $ PeOacER7ZIIAMAGE $ Comp/Coll Dedt 1,000 A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE CUP -2W714426 1117/2023 111712024 EACH OCCURRENCE $ 10'000'000 AGGREGATE $ 10'000'000 DED I X I RETENTION$ 0 $ A WORKERS COMPENSATION AND EMPLOYERS'LIABILITY N ANY PROPRIETOR/PARTNER/EXECUTIVE YIN OFFICER/MEMBER EXCLUDED? � (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N / A UB2W702347 1/17/2023 1/17/2024 X PER OTH- TAT TE ER 1,000,000 E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYE $ 1,000,000 E.L. DISEASE - POLICY LIMIT B B Cyber Liability Professional Liabili IWG00005810AC W31FB8230201 8/2712023 417/2023 8/27/2024 4/7/2024 Limit 2,000,000 Per Claim/Aggregate 2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space Is required) See forms attached as triggered by written contract: GL: Al - CG D2 46 0419, PNC - CG T1 00 0219; AL: AI/PNC - CA T4 74 0216. rrco"ctrrATc unt nco CANCFI I ATInNi ACORD 25 (2016103) ©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 ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Public Works Director 211 - 8th Street Seal Beach, CA 90740 AUTHORIZED REPRESENTATIVE ACORD 25 (2016103) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (Includes Products -Completed Operations If Required By Contract) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that you agree in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only: a. With respect to liability for "bodily injury" or "property damage" that occurs, or for "personal injury" caused by an offense that is committed, subsequent to the signing of that contract or agreement and while that part of the contract or agreement is in effect; and b. If, and only to the extent that, such injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work" to which the written contract or agreement applies. Such person or organization does not qualify as an additional insured with respect to the independent acts or omissions of such person or organization. The insurance provided to such additional insured is subject to the following provisions: a. If the Limits of Insurance of this Coverage Part shown in the Declarations exceed the minimum limits required by the written contract or agreement, the insurance provided to the additional insured will be limited to such minimum required limits. For the purposes of determining whether this limitation applies, the minimum limits required by the written contract or agreement will be considered to include the minimum limits of any Umbrella or Excess liability coverage required for the additional insured by that written contract or agreement. This provision will not increase the limits of insurance described in Section III — Limits Of Insurance. (1) Any "bodily injury", "property damage" or "personal injury" arising out of the providing, or failure to provide, any professional architectural, engineering or surveying services, including: (a) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders or change orders, or the preparing, approving, or failing to prepare or approve, drawings and specifications; and (b) Supervisory, inspection, architectural or engineering activities. (2) Any "bodily injury" or "property damage" caused by "your work" and included in the "products -completed operations hazard" unless the written contract or agreement specifically requires you to provide such coverage for that additional insured during the policy period. c. The additional insured must comply with the following duties: (1) Give us written notice as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, such notice should include: (a) How, when and where the "occurrence" or offense took place; (b) The names and addresses of any injured persons and witnesses; and (c) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. The insurance provided to such additional (2) If a claim is made or "suit" is brought against insured does not apply to: the additional insured: CG D2 46 0419 0 2018 The Travelers indemnity Company. All rights reserved. Page 1 of 2 COMMERCIAL GENERAL LIABILITY (a) Immediately record the specifics of the claim or "suit" and the date received; and (b) Notify us as soon as practicable and see to it that we receive written notice of the claim or "suit" as soon as practicable. (3) Immediately send us copies of all legal papers received in connection with the claim or "suit", cooperate with us in the investigation or settlement of the claim or defense against the "suit", and otherwise comply with all policy conditions. (4) Tender the defense and indemnity of any claim or "suit" to any provider of other insurance which would cover such additional insured for a loss we cover. However, this condition does not affect whether the insurance provided to such additional insured is primary to other insurance available to such additional insured which covers that person or organization as a named insured as described in Paragraph 4., Other Insurance, of Section IV — Commercial General Liability Conditions. Page 2 of 2 m 2018 The Travelers Indemnity Company. All rights reserved. CG D2 46 04 19 COMMERCIAL GENERAL LIABILITY c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. d. Primary And Non -Contributory Insurance If Required By Written Contract If you specifically agree in a written contract or agreement that the insurance afforded to an insured under this Coverage Part must apply on a primary basis, or a primary and non- contributory basis, this insurance is primary to other insurance that is available to such insured which covers such insured as a named insured, and we will not share with that other insurance, provided that: (1) The "bodily injury' or "property damage" for which coverage is sought occurs; and (2) The ='personal and advertising injury' for which coverage is sought is caused by an offense that is committed; subsequent to the signing of that contract or agreement by you. S. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. 6. Representations By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete; b. Those statements are based upon representations you made to us; and c. We have issued this policy in reliance upon your representations. The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit' is brought. 8. Transfer Of Rights Of Recovery Against Others To Us If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V — DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding websites, only that part of a website that is about your goods, products or services for the purposes of attracting customers or supporters is considered an advertisement. Page 16 of 21 O 2017 The Travelers Indemnity Company. All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM PROVISIONS 1. The following is added to Paragraph A.1.c., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: This includes any person or organization who you are required under a written contract or agreement between you and that person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to name as an additional insured for Covered Autos Liability Coverage, but only for damages to which this insurance applies and only to the extent of that person's or organization's liability for the conduct of another "insured". 2. The following is added to Paragraph B.S., Other Insurance of SECTION IV — BUSINESS AUTO CONDITIONS: Regardless of the provisions of paragraph a. and paragraph d. of this part S. Other Insurance, this insurance is primary to and non-contributory with applicable other insurance under which an additional insured person or organization is the first named insured when the written contract or agreement between you and that person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, requires this insurance to be primary and non-contributory. CA T4 74 02 16 © 2016 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission. PROFESSIONAL SERVICES AGREEMENT for A Water Meter Reading Services Pilot Program between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 9 Alexander's Contract Services 8655 Morro Road, Suite C Atascadero, CA 93422 (805) 461-3458 This Professional Service Agreement ("the Agreement") is made as of March 28, 2022 (the "Effective Date"), by and between Alexander's Contract Services ("Consultant"), a California corporation, and the City of Seal Beach ("City"), a California charter city, (collectively, "the Parties"). RECITALS A. City desires to retain the professional services of a consultant to provide a Water Meter Reading Services Pilot Program. 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 water meter reading services in the manner set forth herein and more fully described in Section 1.0. C. Consultant represents that it is qualified and able by virtue of training, experience and expertise to provide City with 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 1.0 Scope of Services 1.1. Consultant shall provide those professional 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. 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 in accordance with such professional standards, 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. 2of19 1.5. Consultant will not be compensated for any work performed not specified in the Scope of Services unless 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 in accordance with Section 3.0. 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 March 28, 2022 and shall remain in full force and effect until April 30, 2023, unless sooner terminated as provided in Section 5.0 of this Agreement. 3.0 Consultant's Compensation 3.1. In consideration of Consultant's performance of the Services, City will pay Consultant in accordance with the proposal in Exhibit A. A monthly unit price of $1.20 per meter read shall be charged but in no event will the City pay more than the total -not -exceed amount of $42,818.40 (Forty -Two Thousand, eight hundred and eighteen dollars and 40/100) for the Term. 3.2. Payment for any additional services authorized by City pursuant to Section 1.5 will be compensated in accordance with the proposal set forth in Exhibit A, and shall not exceed the cumulative amount established by the City Council at the time of the award for the Term. 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, timecards, cost control sheets and other records maintained by Consultant in connection with this Agreement. City's rights under this Subsection 4.2 shall survive for three (3) years following the termination of this Agreement. 3of19 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 Public Works Director is the City's representative for purposes of this Agreement. 6.2. Bill Van Wagoner is the Consultant's primary representative for purposes of this Agreement. Leeroy Chastin 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, CA 90740 Attn: Public Works Director To Consultant: Alexander's Contract Services, Inc. 8655 Morro Road, Suite C Atascadero, CA 93422 Attn: Bill Van Wagoner 7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 8.0 Permits and Licenses Consultant and all of Consultant's employees and other personnel shall obtain and maintain during the Agreement term all necessary licenses, permits and 4 of 19 certificates required by law for the provision of the Services under this Agreement, including a business license as required by the Seal Beach Municipal Code. 9.0 Independent Contractor 9.1. 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. Consultant will determine the means, methods, and details by which Consultant and its 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. 9.2. 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. 9.3. 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 5of19 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. 9.4. Consultant shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and those City 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 related to Consultant's personnel practices or to the extent arising from, caused by or related to the violation of any of the provisions of this Section 9.0. 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. Consultant's covenants under this Section shall survive the termination and/or expiration of this Agreement. 10.0 PERS Compliance and Indemnification 10.1. 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. 10.2. 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 those City 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 10.0. This duty of indemnification is in addition to Consultant's duty to defend, indemnify and 6of19 hold harmless as set forth in any other provision of this Agreement. Consultant's covenants under this Section shall survive the termination and/or expiration of this Agreement. 11.0 Confidentiality 11.1. Consultant covenants that all data, reports, documents, surveys, studies, drawings, plans, maps, models, photographs, images, video files, media, discussion, or other information (collectively "Data & Documents") 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. Consultant, its directors, officers, employees, agents, or subcontractors shall not without written authorization from the City Manager or unless requested in writing by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the Services performed under this Agreement or relating to any project or property located within City. Response to a subpoena or court order considered "voluntary," provided Consultant gives City notice of such court order or subpoena. 11.2. Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder or with respect to any project or property located within the City. City may, but has no obligation to, represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate -fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, City's right to review any such response does not imply or mean the right by City to control, direct or rewrite the response. 11.3. Consultant's covenants under this Section shall survive the termination and/or expiration of this Agreement. 12.0 Ownership of Documents and Work Product 12.1. All Data & Documents shall be and remain the property of City without restriction or limitation upon its use, duplication or dissemination by City. All Data & Documents shall be considered "works made for hire," and all Data & Documents and any and all intellectual property rights arising from their creation, including, but not limited to, all copyrights and other proprietary rights, shall be and remain the property of City without restriction or limitation upon their use, duplication or dissemination by City. Consultant shall not obtain or attempt to obtain copyright protection as to any Data & Documents. 7of19 12.2. Consultant hereby assigns to City all ownership and any and all intellectual property rights to the Data & Documents that are not otherwise vested in City pursuant to the paragraph directly above this one. 12.3. Consultant warrants and represents that it has secured all necessary licenses, consents or approvals to use any instrumentality, thing or component as to which any intellectual property right exists, including computer software, used in the rendering of the Services and the production of all Written Products produced under this Agreement, and that City has full legal title to and the right to reproduce the Data & Documents. Consultant shall defend, indemnify and hold City, and its elected officials, officers, employees, servants, attorneys, designated volunteers, and those City agents serving as independent contractors in the role of City officials, harmless from any loss, claim or liability in any way related to a claim that City's use of any of the Data & Documents is violating federal, state or local laws, or any contractual provisions, or any laws relating to trade names, licenses, franchises, copyrights, patents or other means of protecting intellectual property rights and/or interests in products or inventions. Consultant shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked documents, materials, equipment, devices or processes in connection with its provision of the Services and Data & Documents produced under this Agreement. In the event the use of any of the Written Products or other deliverables hereunder by City is held to constitute an infringement and the use of any of the same is enjoined, Consultant, at its expense, shall: (1) secure for City the right to continue using the Data & Documents and other deliverables by suspension of any injunction, or by procuring a license or licenses for City; or (2) modify the Data & Documents and other deliverables so that they become non -infringing while remaining in compliance with the requirements of this Agreement. These covenants shall survive the expiration and/or termination of this Agreement. 12.4. Upon expiration or termination of the Agreement, Consultant shall deliver to City all Data & Documents and other deliverables related to any Services performed pursuant to this Agreement without additional cost or expense to City. If Consultant prepares a document on a computer, Consultant shall provide City with said document both in a printed format and in an electronic format that is acceptable to City. 13.0 Subcontractors No portion of this Agreement shall be subcontracted without the prior written approval of the City. Consultant is fully responsible to City for the performance of any and all subcontractors. 14.0 Prohibition Against Assignment or Delegation Consultant shall not assign any of its rights or delegate any of its duties under this Agreement either in whole or in part, without City's prior written consent. Any purported assignment or delegation in violation of this Agreement shall be void and without effect, and shall entitle City to terminate this Agreement in addition to all other remedies under law. As used in this Section, "assignment" and "delegation" means any sale, gift, pledge, hypothecation, encumbrance or other transfer of all or any portion of the rights, obligations, or liabilities in or arising from this Agreement to any person or entity, whether by operation of law or otherwise, and regardless of the legal form of the transaction in which the attempted transfer occurs. 15.0 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 15.0 shall survive for three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. 16.0 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 outlined by CAL OSHA and other applicable local, state, and federal laws, industry safety orders and/or health orders. 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 Consultant. 17.0 Insurance 17.1. General Requirements. 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. 4. • 17.2. Minimum Scope and Limits of Insurance. Consultant shall, at its sole cost and expense, procure, maintain and keep in full force and effect 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, as follows: 17.2.1. Commercial General Liability Insurance. Consultant shall maintain limits no less than $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. Coverage shall be at least as broad as the latest version of Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). If Consultant is a limited liability company, the commercial general liability coverage shall be amended so that Consultant and its managers, directors, officers, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds. 17.2.2 Automobile Liability Insurance: Consultant shall maintain limits no less than $1,000,000 per accident for bodily injury and property damage. Coverage shall be at least as broad as Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); 17.2.3. Workers' Compensation Insurance in the amount required by law and Employer's Liability: $1,000,000 per accident and in the aggregate for bodily injury or disease. 17.2.4. Professional Liability (or Errors and Omissions Liability, as appropriate): Consultant shall maintain minimum limits of $1,000,000 per claimlaggregate, 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. 17.3. Acceptability of Insurers. The Insurance policies required under this Section shall 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. 17.4. Additional Insured. 17.4.1. For general liability insurance, City, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents acting as independent contractors in the role of City officials shall be covered as additional insureds with respect to the services or operations 10 of 19 performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work. 17.4.2. For automobile liability, City, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials, 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. 17.4.3. These additional insured provisions shall also apply to any excess/umbrella liability policies. 17.5. Cancellations or Modifications to Coverage. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the 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 elected and appointed officials, officers, employees, agents, designated volunteers, and those City agents serving as independent contractors in the role of City officials. 17.6. Primary and Non -Contributing. Coverage shall be primary insurance as respects the City, its elected and appointed officials, officers, employees, agents, designated volunteers, and those City agents serving as independent contractors in the role of City officials, 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 elected and appointed officials, officers, employees, agents, designated volunteers, and those City agents serving as independent contractors in the role of City officials. 17.7. Separation of Insureds. 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 elected and appointed officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials. 17.8. Deductibles and Self -Insured Retentions. 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 elected and appointed officials, officers, employees, agents, designated volunteers, and those City agents serving as independent contractors in the role 11 of 19 of City officials; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 17.9. Waiver of Subrogation. Each insurance policy required by this Agreement shall expressly waive the insurer's right of subrogation against City and its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials. Consultant hereby waives all rights of subrogation against City. 17.10. City Remedy for Noncompliance. If Consultant does not maintain the policies of insurance required under this Section in full force and effect during the term of this Agreement, or in the event any of Consultant's policies do not comply with the requirements under this Section, City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may, but has no duty to, take out the necessary insurance and pay, at Consultant's expense, the premium thereon. Consultant shall promptly reimburse City for any premium paid by City or City may withhold amounts sufficient to pay the premiums from payments due to Consultant. 17.11. Evidence of Insurance. Prior to the performance of Services under this Agreement, Consultant shall furnish City with original certificates of insurance and all original endorsements evidencing and effecting the coverages required under this Section on forms satisfactory to and approved by 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 City if requested. Consultant may provide complete, certified copies of all required insurance policies to City. Consultant shall maintain current endorsements on file with City's Risk Manager. All certificates and endorsements shall be received and approved by the City before work commences. City reserves the right to require complete, certified copies of all required insurance policies, at any time. Consultant shall also provide proof to City that insurance policies expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Consultant shall furnish such proof at least two weeks prior to the expiration of the coverages. 12 of 19 17.12. Indemnity Requirements Not Limiting. Procurement of insurance by Consultant shall not be construed as a limitation of Consultant's liability or as full performance of Consultant's duty to indemnify City under Section 18.0. 17.13. Broader Coverage/Higher Limits. If Consultant maintains broader coverage and/or higher limits than the minimums required above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. 17.14. Subcontractor .Insurance Requirements. Consultant shall require each of its subcontractors that perform Services under this Agreement to maintain insurance coverage that meets all of the requirements of this Section. 18.0 Indemnification, Hold Harmless, and Duty to Defend 18.1. Consultant's Duty. 18.1.1. To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, protect, defend, hold harmless and indemnify City and its elected and appointed 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 18.0), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, bid protests, stop notices, liens and losses or injury of any nature whatsoever, to persons or property, including bodily injury, death, personal injury, property damage, including but not limited to fees of accountants, attorneys and other professionals, and all costs associated therewith, and the payment of all consequential damages (collectively Liabilities"), in law or equity, whether actual, alleged or threatened, which arise out of, pertain to, or relate to any breach of this Agreement and/or 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 Liabilities 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 Liabilities 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. 18.1.2. Consultant shall indemnify and hold harmless City in accordance with Sections 9.0 and 10.0. 13 of 19 18.2. Subcontractor Indemnification. Consultant shall obtain executed indemnity agreements with provisions identical to those in this Section 18.0 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 Liabilities 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 directors, 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 Liabilities 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. 18.3. Workers' Compensation Acts Not Limiting. Consultant's indemnification obligations under this Section 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 City, its elected and appointed officers, officials, agents, employees, designated volunteers and those City agents serving as independent contractors in the role of City officials. 18.4. Insurance Requirements Not Limiting. City does not, and shall not, waive any rights that it may possess against Consultant because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. The indemnities and obligations in this Section shall apply regardless of whether or not any insurance policies are determined to be applicable to the Liabilities asserted against City or any of the other Indemnitees. 18.5. Survival of Terms. Consultant's covenants under this Section 18.0 shall survive the expiration or termination of this Agreement. 19.0 Non -Discrimination and 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, gender, sexual orientation, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, or any other basis prohibited by law. Consultant will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated 14 of 19 during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation, or any other basis prohibited by law. 20.0 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. 21.0 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. 22.0 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. 23.0 Governing Law and Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California, except that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in interpreting this Agreement. Any dispute that arises under or relates to this Agreement, including but not limited to any action brought to enforce or interpret this Agreement, (whether contract, tort or both) shall be brought in a state or federal court situated in the County of Orange, State of California. 24.0 No Third Party Beneficiaries This Agreement is made solely for the benefit of the Parties to this Agreement and their respective successors and assigns, and no other person or entity shall be deemed to have any rights hereunder against either party as a result of this Agreement. 25.0 Waiver No delay or omission to exercise any right, power or remedy accruing to City under this Agreement shall impair any right, power or remedy of City, nor shall it 15 of 19 be construed as a waiver of, or consent to, any breach or default. No waiver of any breach, any failure of a condition, or any right or remedy under this Agreement shall be (1) effective unless it is in writing and signed by the Party making the waiver, (2) deemed to be a waiver of, or consent to, any other breach, failure of a condition, or right or remedy, or (3) deemed to constitute a continuing waiver unless the writing expressly so states. 26.0 Prohibited Interests; Conflict of Interest 26.1. 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 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. 26.2. 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. 26.3. 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. 27.0 Final Payment Acceptance Constitutes Release The acceptance by Consultant of the final payment made under this Agreement shall operate as and be a release of City from all claims and liabilities for compensation to Consultant for anything done, furnished or relating to Consultant's work or services. Acceptance of payment shall be any negotiation of 16 of 19 City's check or the failure to make a written extra compensation claim within ten calendar days of the receipt of that check. However, approval or payment by City shall not constitute, nor be deemed, a release of the responsibility and liability of Consultant, its employees, subcontractors and agents for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by City for any defect or error in the work prepared by Consultant, its employees, subcontractors and/or agents. 28.0 Corrections In addition to the indemnification obligations set forth above, Consultant shall correct, at its expense, all errors in the work which may be disclosed during City's review of Consultant's report or plans. Should Consultant fail to make such correction in a reasonably timely manner, such correction may be made by City, and the cost thereof shall be charged to Consultant. In addition to all other available remedies, City may deduct the cost of such correction from any retention amount held by City or may withhold payment otherwise owed Consultant under this Agreement up to the amount of the cost of correction. 29.0 Non -Appropriation of Funds Payments to be made to Consultant by City for any Services performed within the current fiscal year are within the current fiscal budget and within an available, unexhausted fund. In the event that City does not appropriate sufficient funds for payment of Consultant's Services beyond the current fiscal year, this Agreement shall cover payment for Consultant's Services only to the conclusion of the last fiscal year in which City appropriates sufficient funds and shall automatically terminate at the conclusion of such fiscal year. 30.0 Mutual Cooperation 30.1. City's Cooperation. City shall provide Consultant with all pertinent Data, documents and other requested information as is reasonably available for Consultant's proper performance of the Services required under this Agreement. 30.2. Consultant's Cooperation. In the event any claim or action is brought against City relating to Consultant's performance of Services rendered under this Agreement, Consultant shall render any reasonable assistance that City requires. 31.0 Time of the Essence Time is of the essence in respect to all provisions of this Agreement that specify a time for performance; provided, however, that the foregoing shall not be 17 of 19 construed to limit or deprive a Party of the benefits of any grace or use period allowed in this Agreement. 32.0 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. 33.0 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. 34.0 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. 18 of 19 IN Wl T NESS WHEREOF, the Parties hereto, through their respective authorized represertaffives have executed this Agreement as cf the date and year first above written. CITY OF SEAL BEACH CCNSULTA Alexander's Conte a Services, mia corporation By: (Al V.Ingrarn, City Manager Vie: 1 Its: e? -A 46wl Attest: Ely./f A18�gC' tvamw. � r ,` 4 F� ♦g Its: �2�5 r�?,�„+a-� 1 1 Icria D. Harper; t C r c Q cc nam, tam signatures requbw o \�,h f corporWbna Pursuard to Caffibmia APpmved as to Fo CQM0rdkns Cade Seeti!an 313 fram easy of me koftft caftw&w (1) me ChairpeMn of Dw boat% the pms*wd By: Or anY V= fA md (1-1) ow swe&19 Steele, Cky Attorney �ra�l or enany as-ftbntemyassilel, Me ftwurer of such CW0r8&w.) 19 of 19 EXHIBIT A Consultant's Proposal ""6 Alexande-r 5 Contract Services, Inc. <: t- _- To: Thom Coughran —City of Seal Beach From: Bill Van Wagoner—Alexander's Contract Services, Inc. Re: Pilot Water Meter Reading Services Date: March 17, 2022 Thank you for the opportunity of allowing Alexanders Contract Services to provide a quote for your pilot meter reading requirements. ACS understands that the pilot could run for a period of 12 months, but may be extended to a formal contract following the pilot evaluation. For well over 50 years, ACS has provided the highest level of professional meter reading services and products for water utilities. Below is a breakdown of the costs and responsibilities associated with reading the 5,382 meters (bl-monthly) at the City of Seal Beach. Manual Monthly Meter Reading Pricing: Odd Months = 2,691 Meters X $1.20 + $339.00 Base" = $3,568.20 Per Monthly Read Cycle Even Months = 2,691 Meters x $1.20 + $339.0D Base' = $3,568.20 Per Monthly Read Cycle Annual Expense to the CiW of Seal Beach = $42,818.40 Re-Reads/Abnormals would be $7.79 per occurrence and those would be performed ONLY one day per month. * Monthly Base Fee — The monthly base fee involves additional travel of crews and miscellaneous monthly expenses related to actual per meter read of the City of Seal Beach meters. Alexander's Contract Services Provides: - Set-up, file interface, training, ongoing support and access to Cloud RouteManager 4.0 meter reading system (No set-up charges will be assessed) - Meter Readers from ACS local crews to read all meters - Reading of all water meters using ACS equipment and software on a bl-monthly basis - ACS provides own transportation, insurance, uniforms, tools and equipment necessary to read meters -Approximate read schedule to be each week ofeach manth. - ACS provides the client secure access to Cloud RouteManager 4.0 Web -Server Reports, Photos and Features - Provide client with accurate reads, notes, photos (Negative, Maintenance, Unread with Notes and Double Highs) - Provide consistent and timely reads to allow client's management to create compatible Billing File each month - Import of file to the billing system will be immediately available upon completion of reading file. Client Provides: - Billing and Read File definition of accounts (to be read) and weekly creation for use by ACS meter readers - Weekly Upload of read file 1-2 days prior to scheduled reading of meters - Download/lenport of completed readings file to billing system - Regular contact to ACS Supervisor regarding processes, operations and issues. Approvals: Far "Client' , City of Seal Beach Date Authorized Signature Name (Please Print) Title gulLtharized e's Contract services Inc. Date Signature Name (Please Print) Tette Alexander's Contract Services 0 8655 Morro Road, Suite C, Atascadero, CA 93422 a 805-461-3458 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. /® A� oCERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY) 4/5/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terns 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 CONTANAME: C Carmen Trejo aC, NO; (805)928-7210 pA1CNN Ext: (805)925-860777777) Leavitt Coastal Valley Insurance Services, Inc E-MAIL carmen-trejo@leavitt.com ADDRESS: License #0598871 204 E. Enos Dr Suite B INSURERS AFFORDING COVERAGE NAIC # INSURERA:Depositors Insurance Company 42587 Santa Maria CA 93454 INSURED INSURER B: Federal Insurance Company 20281 INSURERC:State Compensation Insurance Fund 35076 Alexander's Contract Services, Inc. INSURER D:Lloyd's of London 85202 Alexander's Meter Reading Solutions INSURER E: 8655 Morro Rd. Ste. C INSURER F: Atascadero CA 93422 COVERAGES CERTIFICATE NUMBER:22/23 CA REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUBR POLICYNUMBER POLICY EFF MMIDDIYYYY POLICY EXP MMIDD/YYYY LIMITS X COMMERCIAL GENERAL LIABILITY Carmen Trejo/CATREJ r EACH OCCURRENCE $ 1,000,000 A CLAIMS -MADE OCCUR PREM SESOEa occuDence $ 100,000 MED EXP (Any one person) $. 5,000 X ACP3029605060 1/17/2022 1/17/2023 PERSONAL & ADV INJURY S 1,000,000 GEN'LAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY/ PRO 7 LOC JECT PRODUCTS- S 2,000,000 $ OTHERI AUTOMOBILE LIABILITY COMBEDSINGLE LIMIT Ea acci$ 1,000,000 BODILY INJURY (Per person) S A X ANYAUTO ALL OWNEDSCHEDULED AUTOS AUTOS X ACP3029605060 1/17/2022 1/17/2023 BODILY INJURY (Per accident) S PROPERTY DAMAGE S Per accident NON -OWNED HIRED AUTOS AUTOS $ X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 10,000,000 AGGREGATE $ 10,000,000 BEXCESS LIAB CLAIMS -MADE DED I I RET $ 1 7818-67-80 1/17/2022 1/17/2023 WORKERS COMPENSATIONX AND EMPLOYERS' LIABILITY Y / N PER OTH- STATUTE ER ANY PROPRIETORIPARTNER/EXECUTIVE1:1NIA E.L. EACH ACCIDENT $ 1,000,000 C OFFICERIMEMBER EXCLUDED? (Mandatory in NH) 9122761-22 1/17/2022 1/17/2023 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE- POLICY LIMIT S 1,000,000 D CYBER TECH LIABILITY WGOOOOSB10AA 8/27/2021 8/27/2022 OMIT 2,000,000 D PROFESSIONAL LIABILITY W31FB8220101 4/7/2022 4/7/2023 LIMIT 2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) The City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with primary and non-contributory with respects to General and Auto Liability per attached form. All forms apply when required by written contract. CERTIFICATE HOLDER CANCELLATION ecamarena@sealbeachca.gov SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Seal Beach THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Elizabeth Camarena, MPA ACCORDANCE WITH THE POLICY PROVISIONS. Executive Assistant AUTHORIZED REPRESENTATWE 211 Eighth Street Seal Beach, CA 90740 Carmen Trejo/CATREJ r U 1958-2014 AGURU GORRUROCNON. A11 rlgnis reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD INS025 (201401) m COMMERCIAL GENERAL LIABILITY CG 20 01 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance (2) You have agreed in writing in a contract or Condition and supersedes any provision to the agreement that this insurance would be contrary: primary and would not seek contribution Primary And Noncontributory Insurance from any other insurance available to the This insurance is primary to and will not seek additional insured. contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and All terms and conditions of this policy apply unless modified by this endorsement. CG 20 0104 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 COMMERCIAL GENERAL LIABILITY CG 72 12 12 16 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY COVERAGE ENHANCEMENT ENDORSEMENT INCLUDING MEDICAL PAYMENTS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2. Exclusions is amended as follows: 1. Paragraph (2)(a) of Exclusion g. Aircraft, Auto Or Watercraft is replaced with: (a) Less than 51 feet long; and 2. The following is added to Exclusion I. Damage To Property: (a) Paragraphs (3) and (4) does not apply to "property damage" to borrowed equipment while not in use, while at the insured's premises or a job site; or (b) Paragraph (4) does not apply "property damage" to customers goods while on the insured's premises for the purpose of being worked on or used in a manufacturing process. Limit of Insurance - The most we will pay for damages for "property damage" coverage provided by this coverage in any one "occurrence" is $10,000. Deductible - Our obligation to pay for a covered loss applies only to the amount of loss in excess of $500. We will pay the deductible amount to effect settlement of any claim or "suit" and, upon notification of this action having been taken, you shall promptly reimburse us for the deductible as has been paid by us. This insurance is excess over any other valid and collectible insurance. 3. The last paragraph of 2. Exclusions is replaced with: If Damage To Premises Rented To You is not otherwise excluded, exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or sprinkler leakage to premises while rented to you or temporarily occupied by you rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section 111- Limits of Insurance. SECTION 1 — COVERAGES, SUPPLEMENTARY PAYMENTS — COVERAGES A AND B is amended as follows: 1. Paragraph 1. b. is replaced with: b. Up to $2,500 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. 2. Paragraph 1. d. is replaced with: d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit', including actual loss of earnings up to $500 a day because of time off from work. SECTION II — WHO IS AN INSURED is amended as follows: 1. Paragraph 3. a. is replaced with: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; 2. The following is added: 4. Additional Insured — Automatic Status When Required In An Agreement With You Who Is An Insured includes person(s) or organization(s) described in Paragraphs a. — i. below with whom you have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy. a. Co -Owners Of Insured Premises — with respect to their liability as co-owner of the premises. CG 7212 1216 Includes copyrighted material of ISO Properties, Inc., with its Page 1 of 5 permission. CG 72 12 12 16 However, their status as additional insured under this policy ends when you cease to co-own such premises with that person or organization. b. Controlling Interest — with respect to their liability arising out of their financial control of you; or premises they own, maintain, or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. However, their status as additional insured under this policy ends when they cease to have such controlling interest. c. Grantor of Franchise or License — with respect to their liability as grantor of a franchise or license to you. However, their status as additional insured under this policy ends: (1) when their contract or agreement with you granting the franchise or license ends or expires; or (2) when your license is terminated or revoked prior to expiration of the license as stipulated by the contract or agreement. M e. Lessors of Leased Equipment — with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by your maintenance, operation or use of equipment leased to you by such person(s) or organization (s). This insurance does not apply to any "occurrence" which takes place after the equipment lease expires. However, their status as additional insured under this policy ends when their lease, contract, or agreement with you for such leased equipment ends. Managers, or Lessors of Premises — with respect to liability arising out of the ownership, maintenance, or use of that part of the premises leased to you. This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant in that premises. Structural alterations, new construction, or demolition operations performed by or on behalf of the person or organization. However, their status as additional insured under this policy ends when you cease to be a tenant of such premises. f. Mortgagee, Assignee, or Receiver — with respect to their liability as mortgagee, assignee, or receiver and arising out of the ownership, maintenance, or use of the premises by you. This insurance does not apply to structural alterations, new constructions, and demolition operations performed by or for that person or organization. However, their status as additional insured under this policy ends when their status as mortgagee, assignee, or receiver ends. g. Owners or Other Interest from Whom Land has been Leased — with respect to their liability arising out of the ownership, maintenance, or use of that part of the land leased to you. This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to lease the land; or (2) Structural alterations, new construction, or demolition operations performed by or on behalf of the person or organization. However, their status as additional insured under this policy ends when you cease to lease that land. h. State or Political Subdivisions — Permits Relating to Premises — with respect to the following hazards for which the state or governmental agency or subdivision `or political subdivision has issued a permit or authorization in connection with premises you own, rent, or control and to which this insurance applies: (1) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal Page 2 of 5 Includes copyrighted material of ISO Properties, Inc., with its CG 72 1212 16 permission. holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners or decorations and similar exposures; or (2) The construction, erection, or removal of elevators; or (3) The ownership, maintenance or use of any elevators covered by this insurance. This insurance does not apply to: (1) "Bodily injury" or "property damage" or "personal or advertising injury' arising out of operations performed ,for the state or municipality; or (2) "Bodily injury" or "property damage" included within the "products - completed operations hazard". However, such state or political subdivision's status as additional insured under this policy ends when the permit ends. Vendors — but only with respect to "bodily injury' or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: (1) The insurance afforded the vendor does not apply to: (a) "Bodily injury' or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unau- thorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the CG 72 12 12 16 manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing, or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Subparagraphs d. or f.; or (ii) Such inspections, adjust- ments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2)This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accom- panying or containing such products. CG 72 12 12 16 Includes copyrighted material of ISO Properties, Inc., with its Page 3 of 5 permission. CG 72 12 12 16 With respect to the insurance afforded to such additional insureds a. — d. described above the following is added to the Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. However, this insurance afforded to such additional insureds a. — I. described above: 1. Only applies to the extent permitted by law; and 2. Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. SECTION 111— LIMITS OF INSURANCE 1. The following is added to Paragraph 2: The General Aggregate Limit applies separately to each of your "locations" owned by or rented to you or temporarily occupied by you with the permission of the owner. 2. Paragraph 6. is replaced with: 6. Subject to 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning, explosion, smoke, or sprinkler leakage, while rented to or temporarily occupied by you with permission of the owner. The limit is increased to $1,000,000. 3. Paragraph 7. is replaced with: 7. Subject to 5. above, the higher of: a. $10,000; or b. The amount shown in ,the Declarations for Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by one person. This coverage does not apply if Coverage C - Medical Payments is excluded either by the provisions of any coverage forms attached to the policy or by endorsement. SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS 1. Condition 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit is amended to include: e. Knowledge of an "occurrence", offense, claim or "suit" by an agent or employee of any insured shall not in itself constitute knowledge of the insured unless you, a partner, if you are a partnership; or an executive officer or insurance manager, if you are a corporation receives such notice of an 'occurrence", offense, claim or "suit" from the agent or employee. 2. Paragraph b. Excess Insurance (1) (b) (ii) of condition 4. Other Insurance is replaced with: (if) That is Fire insurance for premises rented to you or temporarily occupied by you with permission of the owner; 3. Condition 6. Representations is amended to include: d. Your failure to disclose all hazards or prior "occurrences" or offenses existing as of the inception date of the policy shall not prejudice the coverage afforded by this policy provided such failure to disclose all hazards or prior "occurrences" or offenses is not intentional. This provision does not affect our right to collect additional premium or exercise our right of cancellation or non- renewal. 4. Condition 8. Transfer Of Rights Of Recovery Against Others To Us is amended to include: If required by a written contract executed prior to loss, we waive any right of subrogation we may have against the contracting person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products -completed operations hazard". 5. The following condition is added: 10. Liberalization If we revise this coverage form to provide more coverage without additional premium charge, your policy will automatically provide the additional coverage as of the day the revision is effective in your state. Page 4 of 5 Includes copyrighted material of ISO Properties, Inc., with its CG 72 12 12 16 permission. CG 72 12 12 16 SECTION V — DEFINITIONS or death resulting from any of these at any 1. Definition 3. "Bodily Injury" is replaced with: time. 3. "Bodily injury" means bodily injury, sickness 2. The following definition is added: or disease sustained by a person, including "Location" means premises involving the same mental anguish, mental injury, shock, fright or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway, or right-of-way of a railroad. All terms and conditions apply unless modified by this endorsement. CG 72 12 12 16 Includes copyrighted material of ISO Properties, Inc., with its Page 5 of 5 permission. 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 180th 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.I. 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 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: c. Servicing; (7) Prejudgment interest awarded against the "insured" d. "Loss'; or on that part of the judgment we 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 a. $100 for a covered "auto" you own of replaced as follows; the private passenger type, or A. "Bodily injury" to any fellow "employee" of "insured" b . $500 for a covered "auto" you own that the arising out of and in the course "employee's" is not of the private passenger type, of the fellow employment or 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 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 carry Comprehensive or Spec- ified Causes of Loss Coverage S. PHYSICAL DAMAGE LIMIT OF INSURANCE T. 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". COMMERCIAL AUTO AC 70 05 03 16 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. 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 word 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 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 03 16 Includes copyrighted material of Insurance Services Office, Inc., Page 7 of 7 with its permission ORE A ® CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDD/YYYY) 1/14/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies), must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Leavitt Coastal Valley Insurance Services, Inc License #0598871 204 E. Enos Dr Suite B Santa Maria CA 93454 ' NSE. Carmen Trejo PHHCNE E (805)925-8607 AAX IC No): (805)928-7210 noWDREssccarmen-trejo@leavitt.com INSURERS AFFORDING COVERAGE NAIC # INSURER A:Depositors Insurance Company 42587 INSURED Alexander's Contract Services, Inc. Alexander's Meter Reading Solutions 8655 Morro Rd. Ste. C Atascadero CA 93422 INSURER B: Federal Insurance Company 20281 INSURERC:State Compensation Insurance Fund 35076 INSURER D:Lloyd's of London 85202 INSURER E: Landmark American Ins Company 33138 INSURER F: COVERAGES CERTIFICATE NUMBER:22/23 CA 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 CONTRACTOR OTHER DOCUMENT WITH RESPECTTO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECTTO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR ACCORDANCE WITH THE POLICY PROVISIONS. ADDLITYPEOFINSURANCE INSO SUER POLICY NUMBER MMIDDIYYYPCLICYEF PMIDDY�P LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S 1,000,000 A CLAIMS -MADE ❑X OCCUR GE ToNTED PREM SES (Ea occurrence) $ 100,000 MED EXP (Any one person) S 5,000 X ACP3029605060 1/17/2022 1/17/2023 PERSONAL BADV INJURY S 1,000,000 GENIAGGREGATE LIMIT APPLIES PER. GENERALAGGREGATE S 2,000,000 POLICY PEC LOC PRODUCTS -COMPIOPAGG S 2,000,000 S OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT S 1,000,000 Ea accident BODILY INJURY (Per person) S A �[ ANYAUTO ALL OWNED SCHEDULED AUTOS AUTOS X ACP3029605060 1/17/2022 1/17/2023 BODILY INJURY (Per accident) S PROPERTY DAMAGE S Per accident NON -OWNED HIRED AUTOS AUTOS 5 X UMBRELLA LIAS X OCCUR EACH OCCURRENCE S 10,000,000 _ AGGREGATE S 10,000,000 B EXCESS L1AS CLAIMS -MADE DED I I RETENTION S S 7818-67-80 1/17/2022 1/17/2023 WORKERS COMPENSATION AND EMPLOYERS'LIABILITY YIN ANY PROPRIEfORIPARTNERIEXECUTNE X PEROTH- STATUTE ER E.L. EACH ACCIDENT S 1,000,000 C OFFICER/MEMBER EXCLUDED? ❑ (Mandatory In NH) NIA 9122761-22 1/17/2022 1/17/2023 E.L.DISEASE -F1IEMPLOYEE S 1,000,000 E.L. DISEASE - POLICY LIMIT S 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below D TECH CYBER LIABILITY WG00005:10AA 8/27/2021 8/27/2022 LIMIT 2,000,000 E PROFESSIONAL LIABILITY LERS3986 4/7/2021 4/7/2022 LIMIT 2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more spam is required) The City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with primary and non-contributory with respects to General and Auto Liability per attached form. 30 -day notice of cancellation applies. All forms apply when required by written contract. CPRTIFIrATF i4ni nER CANCELLATION U 79t3t3-LU74 ACUKU CURPORA ium Ali rights reserve0. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD INS025 (201401) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Seal Beach THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn • Public Works Director ACCORDANCE WITH THE POLICY PROVISIONS. 211 - 8th Street AUTHORIZED REPRESENTATIVE Seal Beach, CA 90740 Carmen 'Trejo/CATREJ(sr^tiT-- U 79t3t3-LU74 ACUKU CURPORA ium Ali rights reserve0. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD INS025 (201401) COMMERCIAL GENERAL LIABILITY CG 20 0104 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance (2) You have agreed in writing in a contract or Condition and supersedes any provision to the agreement that this insurance would be contrary: primary and would not seek contribution Primary And Noncontributory Insurance from any other insurance available to the This insurance is primary to and will not seek additional insured. contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and All terms and conditions of this policy apply unless modified by this endorsement. CG 20 0104 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 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 1. 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 03 16 Includes copyrighted material of Insurance Services Office, Inc. Page 1 of'7 with its permission COMMERCIAL AUTO AC 70 05 031,6 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 1 Both 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.I. 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.I. 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 COMMERCIAL AUTO AC 70 05 03 16 H. PREJUDGMENT INTEREST COVERAGE substitute for a covered "auto" you own that The following paragraph is added to SECTION 11 is out of service because of its: — COVERED AUTOS LIABILITY COVERAGE, a. Breakdown; 2. Coverage Extensions, a. Supplementary b. Repair; Payments: c. Servicing; (7) Prejudgment interest awarded against the d. "Loss"; or "insured" on that part of the judgment we 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 a. $100 for a covered "auto" you own of replaced as follows; the private passenger type, or A. "Bodily injury" to any fellow "employee" of "insured" b. $500 for a covered "auto" you own that the arising out of and in the course "employee's" is not of the private passenger type, of the fellow employment or 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- a. The amount paid under SECTION III — hensive deductible does not apply to fire or PHYSICAL DAMAGE COVERAGE of lightning. this policy; and K. TEMPORARY SUBSTITUTE AUTOS — b. Any: PHYSICAL DAMAGE COVERAGE The following is added to paragraph C. Certain 1) Overdue lease/loan payments at the "loss"; Trailers, Mobile Equipment And Temporary time of the Substitute Autos of SECTION 1 - 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 x 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 No deductible applies to glass if the glass is re- leases. paired, in a manner acceptable to us, rather than 2. This coverage only applies to a "loss" which replaced. is also covered under this policy for Com- P. RENTAL REIMBURSEMENT COVERAGE prehensive, Specified Causes of Loss, or 1. This coverage applies only to a covered "au - Collision coverage. to" for which Physical Damage Coverage is 3. Coverage does not apply to any unpaid provided on this policy. amount due on a loan for which the covered "auto" 2. We will pay for rental reimbursement ex - is not the sole collateral. penses incurred by you for the rental of an N. ORIGINAL EQUIPMENT MANUFACTURER "auto" because of "loss" to a covered "auto". PARTS — LEASED PRIVATE PASSENGER Payment applies in addition to the otherwise TYPES applicable amount of each coverage you Under Paragraph C. Limit of Insurance of have on a covered. "auto." No deductibles SECTION III — PHYSICAL DAMAGE apply to this coverage. COVERAGE, Section 4 is added as follows: 3. We will pay only for those expenses incurred 4. We will use new original equipment vehicle during the policy period beginning 24 hours manufacturer parts for any private passen- after the "loss" and ending, regardless of the ger type covered "auto" where required by policy's expiration, with the lesser of the the lease agreement which has a term of at following number of days: least six months. If a new original equip- a. The number of days reasonably ment vehicle manufacturer part is not in pro- required to repair -or replace the covered duction or distribution we may use a like, "auto". If "loss" is caused by theft, this kind and quality replacement part. number of days is added to the number O. DEDUCTIBLE AMENDMENTS of days it takes to locate the covered The following are added to the Deductible provi- "auto" and return it to you. sion of SECTION III — PHYSICAL DAMAGE b. The number of days shown in the COVERAGE: Schedule. If another policy or coverage form that is not an 4. Our payment is limited to, the lesser of the automobile policy or coverage form issued by following amounts: this company applies to the same "accident", the a. Necessary and actual expenses following applies: incurred. 1. If the deductible under this coverage is the b. $75 for any one day or for a maximum smaller (or smallest) deductible, it will be of 30 days. waived: 5. This coverage does not apply while there 2. If the deductible under this coverage is not are spare or reserve "autos" available to you the smaller (or smallest) deductible, it will be for your operations. reduced by the amount of the smaller (or 6. If "loss" results from the total theft of a cov- smallest) deductible. ered "auto" of the private passenger. type, If a Comprehensive or Specified Causes of Loss we will pay under this coverage only that Coverage "loss" from one "accident" involves amount of your rental reimbursement ex - two or more covered "autos", only the highest penses which `is not already provided for un - deductible applicable to those coverages will be der SECTION III — PHYSICAL DAMAGE applied to the "accident," if the cause of the loss COVERAGE Coverage Extension. is covered for those vehicles. This provision only Q. EXPANDED TRANSPORTATION EXPENSE applies if you carry Comprehensive or Specified Causes of Loss Coverage for those vehicles, Paragraph AA.a. of SECTION III — PHYSICAL and does not extend coverage to any covered DAMAGE COVERAGE is replaced by the follow - "autos" for which you do not cant' such mg: coverage. 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 AC470 05 0316 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 carry Comprehensive or Spec- ified Causes of Loss Coverage S. PHYSICAL DAMAGE LIMIT OF INSURANCE T. UnderSECTION 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". COMMERCIAL AUTO AC 70 05 03 16 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 SECTION IV — BUSINESS AUTO CONDITIONS, Paragraph A is amended as follows: 6. 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, 3. Your key, electronic key or key entry pad has been lost or stolen and you have changed the lock to prevent an unauthorized entry; and 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 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 COMMERCIAL GENERAL LIABILITY CG 72 12 12 16 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY COVERAGE ENHANCEMENT ENDORSEMENT INCLUDING MEDICAL PAYMENTS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2. Exclusions is amended as follows: 1. Paragraph (2)(a) of Exclusion g. Aircraft, Auto Or Watercraft is replaced with: (a) Less than 51 feet long; and 2. The following is added to Exclusion j. Damage To Property: (a) Paragraphs (3) and (4) does not apply to "property damage" to borrowed equipment while not in use, while at the insured's premises or a job site; or (b) Paragraph (4) does not apply "property damage" to customers goods while on the insured's premises for the purpose of being worked on or used in a manufacturing process. Limit of Insurance - The most we will pay for damages for "property damage" coverage provided by this coverage in any one "occurrence" is $10,000. Deductible - Our obligation to pay for a covered loss applies only to the amount of loss in excess of $500. We will pay the deductible amount to effect settlement of any claim or "suit" and, upon notification of this action having been taken, you shall promptly reimburse us for the deductible as has been paid by us. This insurance is excess over any other valid and collectible insurance. 3. The last paragraph of 2. Exclusions is replaced with: If Damage To Premises Rented To You is not otherwise excluded, exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or sprinkler leakage to premises while rented to you or temporarily occupied by you rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section III - Limits of Insurance. SECTION I — COVERAGES, SUPPLEMENTARY PAYMENTS — COVERAGES A AND B is amended as follows: 1. Paragraph 1. b. is replaced with: b. Up to $2,500 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. 2. Paragraph 1. d. is replaced with: d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. SECTION II — WHO IS AN INSURED is amended as follows: 1. Paragraph 3. a. is replaced with: a. Coverage under this provision is afforded only until the 1801h day after you acquire or form the organization or the end of the policy period, whichever is earlier; 2. The following is added: 4. Additional Insured — Automatic Status When Required In An Agreement With You Who Is An Insured includes person(s) or organization(s) described in Paragraphs a. — i. below with whom you have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy. a. Co -Owners Of Insured Premises — with respect to their liability as co-owner of the premises. CG 7212 12 16 Includes copyrightedmaterial of ISO Properties, Inc., with its Page 1 of 5 permission. CG 72 12 12 16 However, their status as additional insured under this policy ends when you cease to co-own such premises with that person or organization. b. Controlling Interest — with respect to their liability arising out of their financial control of you; or premises they own, maintain, or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. However, their status as additional insured under this policy ends when they cease 'to have such controlling interest. c. Grantor of Franchise or License — with respect to their liability as grantor of a franchise or license to you. However, their status as additional insured under this policy ends: (1) when their contract or agreement with you granting the franchise or license ends or expires; or (2) when your license is terminated or revoked prior to expiration of the license as stipulated by the contract or agreement. d. Lessors of Leased Equipment — with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s). This insurance does not apply to any "occurrence" which takes place after the equipment lease expires. However, their status as additional insured under this policy ends when their lease, contract, or agreement with you for such leased equipment ends. e. Managers, or Lessors of Premises — with respect to liability arising out of the ownership, maintenance, or use of that part of the premises leased to you. This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant in that premises. Structural alterations, new construction, or demolition operations performed by or on behalf of the person or organization. However, their status as additional insured under this policy ends when you cease to be a tenant of such premises. f. Mortgagee, Assignee, or Receiver — with respect to their liability as mortgagee, assignee, or receiver and arising out of the ownership, maintenance, or use of the premises by you. This insurance does not apply to structural alterations, new constructions, and demolition operations performed by or for that person or organization. However, their status as additional insured under this policy ends when their status as mortgagee, assignee, or receiver ends. g. Owners or Other Interest from Whom Land has been Leased — with respect to their liability arising out of the ownership, maintenance, or use of that part of the land leased to you. This insurance does not apply to: (1) Any 'occurrence" which takes place after you cease to lease the land; or (2) Structural alterations, new construction, or demolition operations performed by or on behalf of the person or organization. However, their status as additional insured under this policy ends when you cease to lease that land. h. State or Political Subdivisions — Permits Relating to Premises — with respect to the following hazards for which the state or governmental agency or 'subdivision or political subdivision has issued a permit or authorization in connection with premises you own, rent, or control and to which this insurance applies: (1) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal Page 2 of 5 Includes copyrighted material of ISO Properties, Inc., with its CG 72 12 12 16 permission. CG 72 12 12 16 holes, driveways, manholes, manufacturer, and then marquees, hoist away openings, repackaged in the original sidewalk vaults, street banners or container; decorations and similar exposures; (e) Any failure to make such or inspections, adjustments, tests (2) The construction, erection, or or servicing as the vendor has removal of elevators; or agreed to make or normally (3) The ownership, maintenance or use undertakes to make in the usual of any elevators covered by this course of business, in insurance. connection with the distribution This insurance does not apply to: or sale of the products; (1) "Bodily injury" or "property damage" (f) Demonstration, installation, or "personal or advertising injury" servicing, or repair operations, arising out of operations performed except such operations for the state or municipality; or performed at the vendor's premises in connection with the (2) "Bodily injury" or "property damage" sale of the product; included within the "products- completed operations hazard". (g) Products which, after distribution or sale by you, have However, such state or political been labeled or relabeled or subdivision's status as additional used as a container, part or insured under this policy ends when the ingredient of any other thing or permit ends. substance by or for the vendor; L Vendors — but only with respect to or "bodily injury" or "property damage" (h) "Bodily injury" or "property arising out of "your products" which are damage" arising out of the sole distributed or sold in the regular course negligence of the vendor for its of the vendor's business, subject to the own acts or omissions or those following additional exclusions: of its employees or anyone else (1) The insurance afforded the vendor acting on its behalf. However, does not apply to: this exclusion does not apply to: (a) "Bodily injury" or "property (i) The exceptions contained in damage" for which the vendor is Subparagraphs d. or f.; or obligated to pay damages by (ii) Such inspections, adjust - reason of the assumption of ments, tests or servicing as liability in a contract or the vendor has agreed to agreement. This exclusion does make or normally not apply to liability for damages undertakes to make in the that the vendor would have in usual course of business, in the absence of the contract or connection with the agreement; distribution or sale of the (b) Any express warranty unau- products. thorized by you; (2)This insurance does not apply to any (c) Any physical or chemical insured person or organization, from change in the product made whom you have acquired such intentionally by the vendor; products, br any ingredient, part or (d) Repackaging, except when container, entering into, accom- unpacked solely for the purpose panying or containing such of inspection, demonstration, products. testing, or the substitution of parts under instructions from the CG 7212 1216 Includes copyrighted material of ISO Properties, Inc., with its Page 3, of 5 permission. CG 72 12 12 16 With respect to the insurance afforded to such additional insureds a. — d. described above the following is added to the Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. However, this insurance afforded to such additional insureds a. — i. described above: 1. Only applies to the extent permitted by law; and 2. Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. SECTION III — LIMITS OF INSURANCE 1. The following is added to Paragraph 2: The General Aggregate Limit applies separately to each of your "locations" owned by or rented to you or temporarily occupied by you with the permission of the owner. 2. Paragraph 6. is replaced with: 6. Subject to 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning, explosion, smoke, or sprinkler leakage, while rented to or temporarily occupied by you with permission of the owner. The limit is increased to $1,000,000. 3. Paragraph 7. is replaced with: 7. Subject to 5. above, the higher of: a. $10,000; or b. The amount shown in the Declarations for Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by one person. This coverage does not apply if Coverage C - Medical Payments is excluded either by the provisions of any coverage forms attached to the policy or by endorsement. SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS 1. Condition 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit is amended to include: e. Knowledge of an "occurrence", offense, claim or "suit" by an agent or employee of any insured shall not in itself constitute knowledge of the insured unless you, a partner, if you are a partnership; or an executive officer or insurance manager, if you are a corporation receives such notice of an 'occurrence", offense, claim or "suit" from the agent or employee. 2. Paragraph b. Excess Insurance (1) (b) (ii) of condition 4. Other Insurance is replaced with: (ii) That is Fire insurance for premises rented to you or temporarily occupied by you with permission of the owner; 3. Condition 6. Representations is amended to include: d. Your failure to disclose all hazards or prior "occurrences" or offenses existing as of the inception date of the policy shall not prejudice the coverage afforded by this policy provided such failure to disclose all hazards or prior "occurrences" or offenses is not intentional. This provision does not affect our right to collect additional premium or exercise our right of cancellation or non- renewal. 4. Condition 8. Transfer Of Rights Of Recovery Against Others To Us is amended to include: If required by a written contract executed prior to loss, we waive any right of subrogation we may have against the contracting person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products -completed operations hazard". 5. The following condition is added: 10. Liberalization If we revise this coverage form to provide more coverage without additional premium charge, your policy will automatically provide the additional coverage as of the day the revision is effective in your state. Page 4 of 5 Includes copyrighted material of ISO Properties, Inc., with its CG 72 12 12 16 permission. CG 72 12 12 16 SECTION V — DEFINITIONS or death resulting from any of these at any 1. Definition 3. `Bodily Injury" is replaced with: time. 3. `Bodily injury" means bodily injury, sickness 2. The following definition is. added: or disease sustained by a person, including "Location" means premises involving the same mental anguish, mental injury, shock, fright or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway, or right-of-way of a railroad. All terms and conditions apply unless modified by this endorsement. CG 7212 1216 Includes copyrighted material of ISO Properties, Inc., with its Page 5 of 5 permission.