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AGMT - Duthie Electric Service Corporation dba Duthie Power Services (Preventative Maintenance for Emergency Power Generators)
MAINTENANCE SERVICES AGREEMENT for Preventative Maintenance for Emergency Power Generators between SEA( B>a ��_ �pFPORgTF,q�4�1 � )f ; y*$ c i Q5 41.CF,,.FA`27` _ lv City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 Duthie Electric Service Corporation dba Duthie Power Services 2335 E Cherry Industrial Circle Long Beach, CA 90805 (800) 899-3931 This Maintenance Services Agreement ("the Agreement") is made as of March 15, 2024 (the "Effective Date"), by and between Duthie Electric Service Corporation dba Duthie Power Services ("Contractor"), a California Corporation, and the City of Seal Beach ("City"), a California charter city, (collectively, "the Parties"). RECITALS A. City desires certain professional preventative maintenance services for City facility emergency generators. B. Pursuant to the authority provided by its City Charter and Seal Beach Municipal Code § 3.20.025(C), City desires to retain Contractor as an independent contractor as further defined and described with specificity in Section 1 .0 of this Agreement to provide preventative maintenance services for City facility emergency generators. C. Contractor represents that it is registered with the California Department of Industrial Relations (DIR Registration #1000027141), and the California State Contractors Licensing Board (CSLB License #708125), and that Contractor is licensed in the following classifications: C-10 Electrical Contractor. Contractor further represents that it is fully qualified to perform the services contemplated by this Agreement by virtue of its experience, and the training, education and expertise of its principals and employees. D. City desires to retain Contractor as an independent contractor and Contractor desires to serve City to perform those services in accordance with the terms and conditions of this Agreement. 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. Contractor's Services. In compliance with all terms, conditions and provisions of this Agreement, Contractor shall provide those preventative maintenance services (collectively "Services") set forth in the Contractor's accepted proposal dated October 10, 2023 ("Proposal"), attached hereto as Exhibit A and incorporated herein by this reference all to City's reasonable satisfaction. 1.2. Agreement Documents; Order of Precedence. 1.2.1. The Agreement Documents include this Agreement itself, and all of the following: (i) the Proposal (Exhibit A); and (ii) Terms for Compliance with California Labor Law Requirements (Exhibit B); all of which are incorporated herein by this reference. 1.2.2. The precedence of the Agreement Documents shall be as follows: (i) this Agreement; and then (ii) Exhibit B (Terms for Compliance with 2 of 23 California Labor Law Requirements); and then (iii) Exhibit A (the Proposal), shall control. In the event that there is any material discrepancy or conflict between this Agreement, on the one hand, and Exhibits A and B on the other hand, the terms of this Agreement shall control. 1.3. Standard of Care. As a material inducement to City to enter into this Agreement, Contractor hereby represents that it has the experience necessary to undertake the Services to be provided. In light of such status and experience, Contractor hereby covenants that it shall follow the customary professional standards in performing all Services. City relies upon the skill of Contractor, and Contractor's staff, if any, to do and perform the Services in a skillful, competent, and professional manner, and Contractor and Contractor's staff, shall perform the Services in such manner. Contractor shall, at all times, meet or exceed any and all applicable professional standards of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City. The acceptance of Contractor's work by City shall not operate as a release of Contractor from such standard of care and workmanship. 1.4. Familiarity with Services. By executing this Agreement, Contractor represents that, to the extent required by the standard of practice, Contractor (i) has investigated and considered the scope and level of services to be performed, (ii) has carefully considered how the Services should be performed, and (iii) understands the facilities, difficulties and restrictions attending performance of the Services under this Agreement. Contractor represents that Contractor, to the extent required by the standard of practice, has investigated any areas of work, as applicable, and is reasonably acquainted with the conditions therein. Should Contractor discover any latent or unknown conditions, which will materially affect the performance of services, Contractor shall immediately inform City of such fact and shall not proceed except at Contractor's risk until written instructions are received from City's Representative. 1.5. Compliance with Laws. In performing this Agreement, Contractor shall comply with all applicable provisions of federal, state, and local law. 1.6. Additional Services. Contractor 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 Director of Public Works may authorize extra work to fund unforeseen conditions up to the amount approved at the time of award by the Director of Public Works as specified in Subsections 3.1 and 3.2. Payment for additional work in excess of this amount requires prior Director of Public Works authorization. 2.0 Term 2.1. Original Term. The term of this Agreement shall commence as of the Effective Date and shall continue for a term of one (1) year ("Original Term") 3 of 23 and shall expire at midnight on March 15, 2025, unless sooner terminated or extended as provided by this Agreement. 2.2. Extensions. City, at its sole option, may elect to extend the Original Term of this Agreement, upon the same terms and conditions, for up to two (2) additional terms of one year each ("extension"), by providing written notice to Contractor at least one month prior to the expiration of an existing term. If timely elected by City, the first extension shall have a term extending from March 15, 2025 through and including March 15, 2026, unless sooner terminated or extended pursuant to this Agreement. If timely elected by City, the second extension shall be from March 15, 2026 through and including March 15, 2027, unless sooner terminated pursuant to this Agreement. Any extension shall not be effective except upon execution of a written amendment to this Agreement signed by the Director of Public Works and Contractor's authorized representatives. 3.0 Contractor's Compensation 3.1. Original Term. In consideration of Contractor's performance of the Services set forth in Section 1.0 and Exhibit A, City will pay Contractor in accordance with the hourly rates shown on the fee schedule set forth in Exhibit A for the Services but in no event will City pay more than the total not-to-exceed amount of $9,929.78 (Nine thousand nine hundred twenty nine dollars and 78/100) for the Original Term. Payment for any additional work authorized by City pursuant to Subsection 1.6 will be compensated in accordance with the fee schedule set forth in Exhibit A, and shall not exceed the cumulative amount established by the Director of Public Works at the time of award for the Original Term. 3.2. Extensions. In the event that City elects to extend the Original Term in accordance with Section 2.2 of this Agreement, and in consideration of Contractor's performance of the Services set forth in Section 1 .0 and Exhibits A, City will pay Contractor in accordance with the hourly rates shown on the fee schedule set forth in Exhibit A for Services but in no event will City pay more than the total not-to-exceed amount of $9,929.78 (Nine thousand nine hundred twenty nine dollars and 78/100) for each extension plus an amount equal to the lesser of either (a) five percent (5%) or (b) the increase in the Consumer Price Index ("CPI") for the 12-month period immediately preceding each annual extension date. As used herein, the term "Consumer Price Index" or "CPI" means the CPI for All items in Los Angeles-Long Beach-Anaheim, CA, all urban consumers, not seasonally adjusted. Payment for any additional work authorized by City for each extension pursuant to Subsection 1.6 will be compensated in accordance with the fee schedule set forth in Exhibit A, and shall not exceed the cumulative amount established by the Director of Public Works at the time of award for each extension. 4 of 23 4.0 Method of Payment Contractor 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 Contractor within 30 days of receiving Contractor's invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Contractor. 5.0 Termination 5.1 . Termination by City. 5.1.1. This Agreement may be terminated by City, without cause, upon giving Contractor written notice thereof not less than 30 days prior to the date of termination. 5.1.2. This Agreement may be terminated by City upon 10 days' notice to Contractor if Contractor 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. 5.2. Termination by Contractor. This Agreement may be terminated by Contractor based on reasonable cause, by serving written notice of termination to City, provided that Contractor has first served City with a written notice of default and demand to cure, and City has failed to cure such default within 30 days of receipt of such notice. 5.3. Obligations Upon Termination. Unless otherwise specified in the notice of termination, Contractor shall cease all work under this Agreement immediately upon receipt of notice of termination from City under Subsection 5.1, or immediately upon City's acknowledgment of receipt of Contractor's notice of termination to City under Subsection 5.1. Upon termination, City shall be immediately given title to and possession of all Work Product (as defined in Subsection 11 .1 of this Agreement) and all other documents, writings, and/or deliverables produced or developed pursuant to this Agreement. Provided that Contractor is not then in breach, City shall pay Contractor all undisputed amounts for any portion of the Services satisfactorily completed prior to termination, based on the reasonable value of the Services rendered. If said termination occurs prior to completion of any specific task for which a payment request has not been received, the charge for Services performed shall be the reasonable value of such Services, based on an amount agreed to by City and Contractor. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. In no event shall Contractor be entitled to payment for 5 of 23 unperformed services or services within the Scope of Services performed prior to the effective date of this Agreement; and Contractor shall not be entitled to receive more than the amount that would be paid to Contractor for the full performance of the Services up to date of termination. Contractor shall have no other claim against City by reason of such termination, including any claim for compensation or damages. 6.0 Party Representatives 6.1. The Director of Public Works is the City's representative for purposes of this Agreement. 6.2. Richard B. Duthie is the Contractor's primary representative for purposes of this Agreement. Richard B. Duthie shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the Services hereunder. Contractor may not change its representative without the prior written approval of City, which approval shall not be unreasonably withheld. 7.0 Notices 7.1. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the United States Mail, first class postage prepaid and addressed to the party at the following addresses: To City: City of Seal Beach 211-8th Street Seal Beach, California 90740 Attn: Director of Public Works To Contractor: Duthie Power Services 2335 E Cherry Industrial Circle Long Beach, CA 90805 Attn: Richard B. Duthie 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 For the duration of this Agreement, Contractor and all subcontractors performing the Services shall be registered with the Department of Industrial Relations (DIR), and the California State Contractors Licensing Board ("CSLB"). Contractor and all subcontractors performing any of the Services shall possess any and all current licenses required by law to perform the Services. Contractor and all of Contractor's employees and other personnel 6 of 23 shall also obtain and maintain during the Agreement term all necessary licenses, registrations, permits and 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. Contractor is an independent contractor and not an employee of City. All work or other Services provided pursuant to this Agreement shall be performed by Contractor or by Contractor's employees or other personnel under Contractor's supervision. Contractor will determine the means, methods, and details by which Contractor's employees and other personnel will perform the Services. Contractor 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 Contractor's employees and other personnel performing any of the Services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor's exclusive direction and control. Contractor and Contractor's personnel shall not supervise any of City's employees; and City's employees shall not supervise Contractor's personnel. Contractor'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 Contractor'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. Contractor shall acquire and maintain at its sole cost and expense such vehicles, equipment and supplies as Contractor's personnel require to perform any of the Services required by this Agreement. Contractor shall perform all Services off of City premises at locations of Contractor's choice, except (i) as otherwise required for the performance of Services on City real property, facilities, vehicles or equipment; (ii) as otherwise may from time to time be necessary in order for Contractor's personnel to receive projects from City, review plans on file at City, pick up or deliver any work product related to Contractor's performance of any Services under this Agreement, or (iii) 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 Contractor from time to time for Contractor's personnel to obtain information about or to check on the status of projects pertaining to the Services under this Agreement. 9.3. In addition to all other provisions of this Agreement, Contractor shall be responsible for and pay all wages, salaries, benefits and other amounts due to Contractor's personnel in connection with their performance of any Services under this Agreement and as required by law. Contractor 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 7 of 23 policy, rule, regulation, statute or ordinance to the contrary, Contractor and any of its officers, employees, agents, and subcontractors providing any of the Services under this Agreement shall not 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. Contractor shall defend, indemnify and hold harmless City, its elected and appointed officials, officers, employees, agents, servants, 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 Contractor's personnel practices. or to the extent arising from, caused by or relating 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 Contractor under this Agreement any amount due to City from Contractor as a result of Contractor's failure to promptly pay to City any reimbursement or indemnification arising under this Section. This duty of indemnification is in addition to Contractor's duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. Contractor's covenants and obligations under this Section shall survive the expiration or termination 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. Contractor agrees that, in providing its employees and any other personnel to City to perform any work or other Services under this Agreement, Contractor shall assure compliance with the Public Employees' Retirement Law ("PERL"), commencing at Government Code § 20000, as amended by the Public Employees' Pension Reform Act of 2013 ("PEPRA"), and the regulations of PERS, as amended from time to time. Without limitation to the foregoing, Contractor 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 PERL, PEPRA or any other applicable retirement laws and regulations. 10.2. Indemnification. To the maximum extent permitted by law, Contractor shall defend (with legal counsel approved by City, whose approval shall not be unreasonably withheld), indemnify and hold harmless City, its elected and appointed officials, officers, employees, agents, servants, volunteers, 8 of 23 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 Contractor's violation of any provisions of this Section 10.0. This duty of indemnification is in addition to Contractor's duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. Contractor's covenants and obligations under this Section shall survive the expiration or termination of this Agreement. 11.0 Ownership of Work Product 11 .1. Unless otherwise agreed upon in writing, all field notes and other notes, draft and final reports, drawings, specifications, data, surveys, studies, plans, maps, models, photographs, images, ideas, concepts, designs including but not limited to website designs, source code, object code, computer files, electronic data and/or electronic files, other media of any kind whatsoever and any other documents and written material of any kind created, developed, prepared or used by Contractor in the performance of this Agreement (collectively "Work Product") shall be considered "works made for hire" for the benefit of City. Upon completion of, or in the event of, termination or expiration of this Agreement, all Work Product 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 upon final payment being made in accordance with Subsection 5.3, and may be used, reused or otherwise disposed of by City for any purpose without Contractor's consent; provided that any use, reuse or modification of the Work Product by City for any purpose other than the purpose for which the Work Product was prepared or provided under this Agreement shall be at City's own risk. Contractor shall not obtain or attempt to obtain copyright protection as to any Work Product. 11.2. Contractor hereby assigns to City all ownership and any and all intellectual property rights to the Work Product that are not otherwise vested in City pursuant to Subsection 11.1. 11.3. Contractor 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 Work Product produced under this Agreement, and that City has full legal title to and the right to reproduce the Work Product for any purpose. Contractor shall defend, indemnify and hold City, its elected and appointed officials, officers, employees, agents, servants, attorneys, 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 Work Product violates federal, state or local laws, any contractual provisions, or any laws relating to trade names, licenses, franchises, copyrights, patents or other means 9 of 23 of protecting intellectual property rights and/or interests in products or inventions. Contractor 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 Work Product produced under this Agreement. In the event the use of any of the Work Product or other deliverables hereunder by City is held to constitute an infringement and the use of any of the same is enjoined, Contractor, at its expense, shall: (i) secure for City the right to continue using the Work Product and other deliverables by suspension of any injunction, or by procuring a license or licenses for City; or (ii) modify the Work Product and other deliverables so that they become non-infringing while remaining in compliance with the requirements of this Agreement. Contractor's covenants and obligations shall survive the expiration and/or termination of this Agreement. 11.4. Upon expiration or termination of the Agreement, Contractor shall deliver to City all Work Product and other deliverables related to any Services performed pursuant to this Agreement without additional cost or expense to City. If Contractor prepares a document on a computer, Contractor shall provide City with said document both in a printed format and in an electronic format that is acceptable to City. 12.0 Confidentiality 12.1. Contractor may have access to financial, accounting, statistical, and personnel data of individuals and City employees, trade secrets, and/or other information that may be protected under other applicable laws relating to privacy, confidentiality and/or privilege. Contractor covenants that all Work Product (as defined in Subsection 11.1), and/or any other data, documents, writings, discussion, or other information created, developed, prepared, received by or provided to Contractor in the performance of this Agreement are deemed confidential unless such information is in the public domain or already known to Contractor. Contractor shall not release or disclose any such Work Product, data, documents, writings, discussion or other information to persons or entities other than City without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure. Contractor, its officers, employees, agents, servants, and/or subcontractors shall not without written authorization from the Director of Public Works 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 shall not be considered "voluntary," provided Contractor gives City timely notice of such court order or subpoena. 12.2. Contractor shall promptly notify City should Contractor, its officers, employees, agents, servants, and/or subcontractors be served with any 10 of 23 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 Services performed thereunder or with respect to any project or property located within City. City may, but has no obligation to, represent Contractor or be present at any deposition, hearing or similar proceeding. Contractor agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Contractor. 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. 12.3. Contractor's covenants and obligations under this Section shall survive the termination or expiration of this Agreement. 13.0 Subcontractors No portion of this Agreement shall be subcontracted without the prior written approval of City. Contractor is fully responsible to City for the performance of any and all subcontractors, and Contractor shall monitor and review all work and other services performed by any subcontractor to ensure that all Services performed by such subcontractor comply with the requirements and provisions of this Agreement. 14.0 Prohibition Against Assignment, Transfer or Delegation Contractor shall not assign or transfer this Agreement or any of its rights, obligations or interest in this Agreement, or delegate any of its duties under this Agreement, either in whole or in part, without City's prior written consent, which may be withheld for any reason. Any purported assignment, transfer or delegation without City's consent shall be void and without effect, and shall entitle City to terminate this Agreement. 15.0 Inspection and Audit of Records Contractor 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, payroll, invoices, time cards, cost control sheets, costs, expenses, receipts and other records and Work Product with respect to this Agreement. Contractor 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. Upon 24 hours' notice by City, during regular business hours Contractor 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. 11 of 23 Contractor 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 state and federal laws. City may issue restraint or cease and desist orders to Contractor when unsafe or harmful acts are observed or reported relative to the performance of the Services. Contractor shall maintain the work sites free of hazards to persons and property resulting from its operations. Contractor shall immediately report to City any hazardous condition noted by Contractor. 17.0 Insurance 17.1. General Requirements. Contractor shall not commence work under this Agreement until it has provided evidence satisfactory to City that Contractor has secured all insurance required under this Section. 17.2. Minimum Scope and Limits of Insurance. Contractor 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: Contractor shall maintain limits no less than $2,000,000 per occurrence for bodily injury, death, 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 Contractor is a limited liability company, the commercial general liability coverage shall be amended so that Contractor and its managers, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds. 17.2.2. Automobile Liability Insurance: Contractor 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). 12 of 23 17.2.3. Workers' Compensation Insurance in the amount required by law; and Employer's Liability: with limits no less than $1,000,000 per accident and in the aggregate for bodily injury or disease. 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 City. 17.4. Additional Insureds. 17.4.1. For general liability insurance, City, its elected and appointed officials, officers, employees, agents, servants, 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 services or operations performed by or on behalf of Contractor, including materials, parts or equipment furnished in connection with such work. 17.4.2. For automobile liability insurance, City, its elected and appointed officials, officers, employees, agents, servants, 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 Contractor or for which Contractor 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 Contractor shall provide endorsements on forms supplied or approved by City to state: (i) coverage shall not be suspended, voided, reduced or canceled except after 30 days (or ten days for nonpayment) prior written notice by certified mail, return receipt requested, has been given to City; (ii) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to City, its elected and appointed officials, officers, employees, agents, servants, 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 City, its elected and appointed officials, officers, employees, agents, servants, 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 Contractor's scheduled underlying coverage and that any insurance or self-insurance maintained by City, its elected and appointed officials, officers, employees, agents, servants, 13 of 23 volunteers and those City agents serving as independent contractors in the role of City officials, shall be excess of Contractor's insurance and shall not be called upon to contribute with it. 17.7. Separation of Insureds. Each insurance policy shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to City, its elected and appointed officials, officers, employees, agents, servants, 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 City. Contractor guarantees that, at the option of City, either: (i) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City, its elected and appointed officials, officers, employees, agents, servants, volunteers and those City agents serving as independent contractors in the role of City officials; or (ii) Contractor 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, its elected and appointed officials, officers, employees, agents, servants, volunteers and those City agents serving as independent contractors in the role of City officials. Contractor hereby waives its own right of recovery and all rights of subrogation against City, and shall require similar express written waivers from any subcontractor. 17.10. Enforcement of Agreement Provisions (Non-Estoppel). Contractor acknowledges and agrees that any actual or alleged failure on City's part to inform Contractor of non-compliance with any insurance requirement does not impose additional obligations on City, nor does it waive any rights hereunder. 17.11. City Remedy for Noncompliance. If Contractor 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 Contractor'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 Contractor's expense, the premium thereon. Contractor shall promptly reimburse City for any premium paid by City or City may withhold amounts sufficient to pay the premiums from payments due to Contractor. 17.12. Evidence of Insurance. Prior to the performance of Services under this Agreement, Contractor 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 14 of 23 authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by City if requested. Contractor may provide complete, certified copies of all required insurance policies to City. Contractor shall maintain current endorsements on file with City's Risk Manager. All certificates and endorsements shall be received and approved by City before work commences. City reserves the right to require complete, certified copies of all required insurance policies, at any time. Contractor 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. Contractor shall furnish such proof at least two weeks prior to the expiration of the coverages. 17.13. Insurance Requirements Not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. 17.14. Broader Coverage/Higher Limits. No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of Contractor under this Agreement. Contractor may also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Services. If Contractor 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 Contractor. 17.15. Timely Notice of Claims. Contractor shall give City prompt and timely notice of demands or claims made or suits instituted that arise out of or result from Contractor's performance under this Agreement, and that involve or may involve coverage under any of the required insurance policies. 17.16. Subcontractor Insurance Requirements/Pass-Through Clause. Contractor 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. Contractor agrees to monitor and review all such coverages and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Section. Contractor agrees to submit all agreements with contractors, subcontractors, and others engaged in the Services upon City's request. 18.0 Indemnification, Hold Harmless, and Duty to Defend 18.1. Indemnities. 15 of 23 18.1 .1. To the fullest extent permitted by law, Contractor shall, at its sole cost and expense, protect, defend, hold harmless and indemnify City, its elected and appointed officials, officers, attorneys, agents, employees, 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 or losses of any nature whatsoever, 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 "Claims"), in law or equity, whether actual, alleged or threatened, to persons or property, including bodily injury, death, personal injury, and property damage, in any manner arising out of, claimed to arise out of, pertaining to, or relating to any breach of this Agreement and/or any acts, errors, omissions, negligence, or willful misconduct of Contractor, its officers, agents, servants, employees, contractors, subcontractors, materialmen, or suppliers, or their officers, agents, servants or employees (or any entity or individual for whom Contractor shall bear legal liability) in the performance of the Services and/or this Agreement, except to the extent the Claims arise 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. Contractor 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. Contractor shall reimburse the Indemnitees for any and all legal expenses and costs incurred by the lndemnitees in connection therewith. 18.1.2. Contractor shall defend, indemnify and hold harmless City in accordance with Sections 9.0 and 10.0. 18.2. Subcontractor Indemnification. Contractor 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 Contractor in the performance of this Agreement. If Contractor fails to obtain such indemnity agreements, Contractor shall be fully responsible and indemnify, hold harmless and defend the lndemnitees from and against any and all Claims in law or equity, whether actual, alleged or threatened, arising out of, claimed to arise out of, pertaining to, or relating to any breach of this Agreement, any acts, errors, omissions, negligence or willful misconduct of Contractor's subcontractor, its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual for whom Contractor's subcontractor shall bear the legal liability) in the performance of this Agreement, except to the extent the Claims arise from the sole negligence or willful misconduct of the Indemnitees as determined by final arbitration or court decision or by the agreement of the Parties. 16 of 23 18.3. Workers' Compensation Acts Not Limiting. Contractor'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. Contractor expressly waives its statutory immunity under such statutes or laws as to City, its elected and appointed officers, officials, agents, servants, employees, volunteers and those City agents serving as independent contractors in the role of City officials. 18.4. Indemnification Not Limited By Insurance. Procurement of insurance by Contractor is not and shall not be construed as a limitation of Contractor's liability, or as a waiver of or limitation on full performance of Contractor's duties of defense and indemnification, under this Section 18.0 or under any other provision of this Agreement. Contractor's defense and indemnification obligations under this Agreement shall apply regardless of whether or not any insurance policies are determined to be applicable to the Claims or Liabilities asserted against City or any of the other Indemnitees as defined in this Section 18.0, and Contractor's defense and indemnification obligations under this Agreement shall not be restricted to insurance proceeds, if any, received by Contractor, City, or any of the other Indemnitees. 18.5. Survival of Terms. Contractor's covenants and obligations under this Section 18.0 shall survive the expiration or termination of this Agreement. 19.0 Warranty 19.1. Warranty Period. The Services shall be warranted by Contractor against defective materials and workmanship for a period of one year. The warranty period shall start on the date the work is completed as determined by the Project Administrator. 19.1. Commencement. The warranty period for specific items covered under manufacturers' or suppliers' warranties shall commence on the date they are placed into service at the direction of or as approved by the City Representative in writing. 19.2. Assignment. All warranties, express or implied, from subcontractors, manufacturers, or suppliers, of any tier, for the materials furnished and work performed shall be assigned, in writing, to City, and such warranties shall be delivered to the City Representative prior to acceptance of Contractor's performance of the Agreement. 19.3. Warranty Obligation. Contractor shall re-perform any defective work, and replace or repair any defective materials, in a manner satisfactory to the City Representative, after notice to do so from the City Representative, and within the time specified in the notice. If Contractor fails to re-perform the work or make such replacement or repairs within the time specified in the notice, City 17 of 23 may perform the work, replacement or repairs at Contractor's expense. Contractor shall promptly pay any invoice for such work, repair or replacement. This Section shall survive expiration and/or termination of this Agreement. 20.0 Non-Discrimination Equal and Employment Opportunity Contractor affirmatively represents that it is an equal opportunity employer. In the performance of this Agreement, Contractor shall not discriminate, harass or retaliate against any of its employees, applicants for employment, contractors or subcontractors because of race, religion, color, national origin, handicap, ancestry, sex, gender, sexual orientation, gender identity, gender expression, marital status, ancestry, age, physical disability, mental disability, medical condition, genetic information, military or veteran status, or any other basis prohibited by law. Contractor further covenants that in the performance of this Agreement, Contractor shall not discriminate, harass or retaliate against City of any of City's elected or appointed officials, officers, employees, agents, servants, volunteers, those City agents serving as independent contractors in the role of City officials, contractors, or subcontractors on any basis prohibited by law. 21.0 Labor Certification By its signature hereunder, Contractor 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. 22.0 Prevailing Wage and Payroll Records To the extent that this Agreement calls for services that, in whole or in part, constitute "public works" as defined in the California Labor Code, Contractor shall comply in all respects with all applicable provisions of the California Labor Code, including those set forth in Exhibit C, attached hereto and incorporated by reference herein. 23.0 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. 24.0 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. 18 of 23 25.0 Government Code Claim Compliance In addition to any and all requirements of this Agreement pertaining to notices of and requests for compensation or payment for extra work, additional services, disputed work, claims and/or changed conditions, Contractor must comply with the claim procedures set forth in Government Code Section 900 et seq. prior to filing any lawsuit against City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, additional services, disputed work, claims, and/or changed conditions have been followed by Contractor. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Contractor shall be barred from bringing and maintaining a lawsuit against City. 26.0 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. Orange County, California, shall be the venue for any action or proceeding that may be brought by reason of, that arises out of, and/or relates to any dispute under any provision of this Agreement (whether contract, tort or both). 27.0 Non-Exclusive Agreement City reserves the right to employ or retain any other contractors in connection with the Services. 28.0 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 by virtue of this Agreement. 29.0 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 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 (i) effective unless it is in writing and signed by the Party making the waiver, (ii) deemed to be a waiver of, or consent to, any other breach, 19 of 23 failure of a condition, or right or remedy, or (iii) deemed to constitute a continuing waiver unless the writing expressly so states. 30.0 Prohibited Interests; Conflict of Interest 30.1. Contractor 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. Contractor further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Contractor shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Contractor shall not accept any employment or representation during the term of this Agreement which is or may likely make Contractor "financially interested" (as provided in California Government Code §§ 1090 and 87100) in any decision made by City on any matter in connection with which Contractor has been retained. 30.2. Contractor further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Contractor, to solicit or obtain this Agreement. Nor has Contractor paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Contractor, 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 Contractor hereunder the full amount or value of any such fee, commission, percentage or gift. 30.3. Contractor 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 Contractor, and that if any such interest comes to the knowledge of Contractor at any time during the term of this Agreement, Contractor 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 Section. 31.0 Final Payment Acceptance Constitutes Release The acceptance by Contractor 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 Contractor for anything done, furnished or relating to Contractor's work or services. Acceptance of payment shall be any negotiation of 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 Contractor, its employees, subcontractors and agents for the accuracy and 20 of 23 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 Contractor, its employees, subcontractors and agents. 32.0 Corrections In addition to the indemnification obligations set forth above, Contractor shall correct, at its expense, all errors in the work which may be disclosed during City's review of Contractor's report or plans. Should Contractor 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 Contractor. 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 Contractor under this Agreement up to the amount of the cost of correction. 33.0 Non-Appropriation of Funds Payments to be made to Contractor 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 Contractor's Services beyond the current fiscal year, this Agreement shall cover payment for Contractor'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. 34.0 Mutual Cooperation 34.1. City's Cooperation. City shall provide Contractor with all pertinent data, documents and other requested information as is reasonably available for Contractor's proper performance of the Services required under this Agreement. 34.2. Contractor's Cooperation. Contractor agrees to work closely and cooperate fully with City's representative and any other agencies that may have jurisdiction or interest in the Services to be performed. In the event any claim or action is brought against City relating to Contractor's performance of Services rendered under this Agreement, Contractor shall render any reasonable assistance that City requires. 35.0 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 construed to limit or deprive a Party of the benefits of any grace or use period allowed in this Agreement. 21 of 23 36.0 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. 37.0 Titles and Headings The titles and headings used in this Agreement are for convenience only and shall in no way define, limit or describe the scope or intent of this Agreement or any part of it. 38.0 Recitals City and Contractor acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 39.0 Corporate Authority The person executing this Agreement on behalf of Contractor 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 Contractor is formally bound to the provisions of this Agreement. [signatures on following page] 22 of 23 IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. CITY OF SEAL BEACH CONTRACTOR: Duthie Electric Service Corporation dba Duthie Power Services, a Californi corporation, Iris By: 'rector of Public Works Richard B. Duthie Chief Executive OffiN Attest: By: (1--P- 7 Christina E. Duthie By: Chief Financial Officer/Secretary Gloria D. Harper, City Clerk (Please note, two signatures required for corporations pursuant to California Approved a orm: Corporations Code Section 313 from each of the following categories: (i) the chairperson of the board, the president By: or any vice president, and (ii) the Nicholas Ghirelli, City Attorney secretary, any assistant secretary, the chief financial officer or any assistant treasurer of such corporation.) 23 of 23 EXHIBIT A CONTRACTOR'S PROPOSAL (Emergency Power Generator Preventative Maintenance Service Quotation Proposal, dated October 10, 2023) I1II1!tiIE The Generator Experts License#708125 POWER SERVICES 24 Hour Service THE GENERATOR EXPERTS www.duthiepower.com 2023-10-10 City of Seal Beach Maint&Utilities 1776 Adolfo Lopez Dr Seal Beach,CA 90740 Attention:Scott Smith,Director Subject:Emergency Power Generator Preventative Maintenance Service Quotation To authorize service,please sign and date the Scheduled Service Agreement page and fax or email it back to my attention.In lieu of the service agreement,you may fax a signed purchase order.Verbal orders are not normally acceptable.If the emergency back up unit will not start during a scheduled service and/or if the technician is unable to access the unit the visit will turn into a service call and will be billed at our standard service call rates In addition to our generator and fire pump engine service we can also offer the following services: • Auto transfer switch cleaning and calibration • Complete load tests and system tests • Fuel delivery and fuel cleaning • Rental generators up to 5000 KW paralleled • Rental cable and hook up to your building • Circuit breaker and switchgear service and testing • Maintenance and construction electricians on staff to complete all of your electrical requirements All of our services are available 24 hours,7 days a week. If you have any questions,please do not hesitate to call. Thank you for allowing me to be of service.For over 50 years,Duthie Power has been lucky to serve as Southern California's"Generator Experts."We appreciate your business and look forward to continuing to serve you! Respectfully, DUTHIE POWER SERVICES Alike auovikuak Mike Goodman Sales Engineer Duthie Power Services 2335 E Cherry Industrial Circle.Long Beach,CA 90805 nit The Generator Experts License#708125 POWER SERVICES 24 Hour Service THE GENERATOR EXPERTS www.duthiepower.com Preventative Maintenance Service Proposal 2023-10-10 Sales Engineer: Mike Goodman Prepared for: Scott Smith Date Created: 2023-10-10 Director Valid Until: City of Seal Beach Maint&Utilities 1776 Adolfo Lopez Dr Seal Beach,CA 90740 We propose to service your auxiliary power generator per the schedule below to keep your equipment in proper condition.(You have the option to have a service performed on an increased or decreased time schedule per year if desired)We recommend a minimum of two services per year.See information below for details on each service to be provided. QUANTITY QUOTED LINE ITEM BRAND/ATS TOD LOCATION/ SERVICE MONTH UNIT PRICE SUBTOTAL SERVICE TYPE LAMPSON WELL STATION @ 4303 LAMPSON AVE 1 PM:750 kw Caterpillar Semi-Annual $520.00 $520.00 Semi-Annual inspection 1 PM:750kw Caterpillar Annual $1,552.71 $1,552.71 Annual inspection POLICE DEPT @ 911 SEAL BEACH BLVD 1 PM:200 kw Kohler Semi-Annual $360.00 $360.00 Semi-Annual inspection 1 PM:200 kw Kohler Annual $887.77 $887.77 Annual inspection 1 ATS Full ATS inspection After hours $1,200.00 $1,200.00 Full inspection,After hours After hours PUBLIC WORKS YARD @ 1776 ADOLFO LOPEZ DR • 1 PM:100 kw Olympian Semi-Annual $360.00 $360.00 Semi-Annual inspection 1 PM:100 kw Olympian Annual $653.30 $653.30 Annual Inspection 8TH STREET LIFT STATION @ 8TH STREET PARKING LOT 1 PM:130 kw Generac Semi-Annual $360.00 $360.00 Semi-Annual inspection 1 PM:130 kw Generac Annual $651.69 $651.69 Annual inspection WESTED PUMP STATION @ 43 RIVERSEA RD 1 PM:350 kw Caterpillar Semi-Annual $360.00 $360.00 Semi-Annual inspection 1 PM:350 kw Caterpillar Annual $1,041.10 $1,041.10 Annual inspection BOEING LIFT STATION @ SEAL BEACH BLVD.JUST SOUTH OF WESTMINSTER 1 PM:100 kw Olympian Semi-Annual $360.00 $360.00 Semi-Annual inspection Duthie Power Services 2335 E Cherry Indul.Vial Circle,Loog Beach,CA 90805 nil, HIF The Generator Experts License#708125 POWER# SERVICES 24 Hour Service THE GENERATOR EXPERTS www.duthiepower.com 1 PM:100 kw Olympian Annual $680.72 $680.72 Annual inspection STATION 35 @ 200 SEAL BEACH BLVD 1 PM: Generac Semi-Annual $360.00 $360.00 Semi-Annual inspection 1 PM: Generac Annual $582.49 $582.49 Annual inspection Total $9,929.78 Due to the increased cost of fuel, Duthie Power Services will be charging a$12.95 surcharge on each service.This is subject to change,and we appreciate your understanding as we all navigate increasing costs. Agreements and Key Assumptions: • All semi-annual inspections are plus parts and fluids,if required. • All annual inspections include oil,oil sample,oil filters,fuel filters,tax,consumables and disposal as required. • Air filters,if required,are additional. • Warranty:one(1)year on labor and we will extend to you the manufacturers warranty(s)on materials used. • Rates are based on work hours 7:00 AM to 3:30 PM Monday through Friday. • Prices quoted are valid for 30 days. • Remember,Duthie's EPA number allows us to safely and responsibly remove hazardous wastes,such as lube oil and anti-freeze from your location,EPA#CAD981445786 • Our service technician will provide a Detailed Service Report after each scheduled service. • Our service technician may recommend additional work that,in their professional opinion,is recommended to maintain the longevity and efficient operation of the equipment;however,we will not perform any other services than those detailed above unless requested. • We will perform services agreed to during our regular business hours(Monday through Friday,7:00am to 3:30pm),unless otherwise agreed to by both parties. • You agree to pay for services within fifteen days of the invoice date.A finance fee will be charged on all past due accounts at eighteen percent(18%)per annum. • You understand you are responsible for the safe keeping of the equipment under conditions which protect the equipment from any and all damage including,but not limited to,damage caused by temperature fluctuation,the elements,and tampering.You are responsible for providing our service technician and other personnel access to the equipment during the agreed upon time set for scheduled services and for maintaining the equipment in a condition whereby the scheduled services can be performed.Duthie Power Services shall not be liable for any loss or damage caused by the failure of your company to perform routine maintenance,checks,testing of equipment,or performance of services suggested by a Duthie Power Services technician. Optional Add-ons(check off any selections you'd like included in your service): ❑ Optional Insurance Waiver of Subrogation:$250 or 5%of labor price,whichever is greater. ❑ Optional Coolant(Test for PH)Analysis:$75 each sample ❑ Diesel Fuel Sample Lab Analysis during semi or annual:$205 each sample PARKING:You will provide a parking space for Duthie Power Services personnel within a reasonable distance from where work is to be performed during scheduled work times. Duthie Power Services 2335 E Cherry IndurASiTl&i Lftng Beach,CA 90805 111 fl?FI1E The Generator Experts License#708125 POWER SERVICES 24 Hour Service THE GENERATOR EXPERTS www.duthiepower.com The rates quoted above do not cover additional services,parts,materials,fluids,hazardous waste disposal,and additional insurance requirements requested.These costs,when applicable,will be billed separately. City of Seal Beach Maint&Utilities He Corrortuacc Signature: Mike Goodman,Sales Engineer Print Name: Date: PO Number: Duthie Power Services 2335 E Cherry Industrialpircl8fL1331g Beach,CA 90805 int 41/E The Generator Experts License#708125 POWER#. SERVICES 24 Hour Service THE GENERATOR EXPERTS www.duthiepower.com Services to be Performed/ Scope of Work 2023-10-10 Semi Annual Service(Quarterly or Semiannual) 1. Check fuel and oil levels.Check for leaks.Add oil as required for safe engine operation. 2. Inspect air cleaner elements.Clean as required.Inspect crankcase breathers and note any excessive blow-by. 3. Inspect turbocharger rotation and end play. 4. Inspect hoses for security,brittleness,cracking,leaks and weaknesses.Check all hose clamps and tighten as required. 5. Inspect fan and alternator belts for proper tension and condition.Adjust as required. 6. Inspect day tank,piping,motors and levels.Check for leaks.Service fuel/water separators. 7. Inspect batteries,cables and lugs for tightness.Clean battery and fill cells as required.Record battery cells specific gravities. Check for correct electrolyte level. Record DC voltage power supply.Inspect battery charger. 8. Inspect engine control panel for loose connections.Tighten as required. 9. Inspect jacket water heater for correct operation. 10. Inspect water pump for leaks and/or unusual noises. 11. Inspect governor and engine controls.Inspect controls and linkage for proper operation.Add lube oil as necessary. 12. Test all engine safety shutdown pre-alarms and alarms if applicable 13. Inspect radiator for leaks and clogged fins.Check cooling system anti-freeze and Nalcool protection.Add water as required for safe engine operation. 14. Start engine and warm up.Record operation.Adjust RPM as required.Check for fluid leaks.Check all instruments for proper operation. Annual Service (includes steps listed under Semi Annual Service Plus) 1. Change oil and oil filters at 200 service meter hours or yearly. 2. Take oil sample for analysis. 3. Change fuel filters at 200 service meter hours or yearly. 4. Inspect junction box for loose connections.Tighten as required. 5. Inspect generator brushes for proper setting and clean slip rings.Lubricate generator bearings. 6. Inspect and clean generator exciter and regulator.Check for loose connections. Additional Steps included for Gas Units during Annual Service 1. Clean and adjust spark plugs. 2. Clean and adjust ignition condensers and points.Check timing and set when necessary. 3. Inspect distributor cap rotor for cracks,corrosion,and wear. 4. Inspect ignition wires for cracks,insulation breakdown,and corrosion. Additional Services Performed at Customer's Request at Additional Cost 1. Change anti-freeze,yearly. 2. Load bank test or test run under load with customer's connected load. 3. Test automatic transfer switch.Check automatic transfer switch for proper operation and clean as required. 4. Fuel scrubbing(cleaning). 5. Instruct owner's personnel on operating procedures and upkeep between regular service calls. Duthie Power Services 2335 E Cherry Indutrial Circle,Long Beach,CA 90805 Du, „mE The Generator Experts License#708125 POWER SERVICES 24 Hour Service THE GENERATOR EXPERTS www.duthiepower.com Duthie Power Services 2335 E Cherry Indus vial Circle,Wog Beach,CA 90805 DU, ;HIE The Generator Experts License#708125 POWER SERVICES 24 Hour Service THE GENERATOR EXPERTS www.duth i epower.co m Special Offer: Auto Transfer Switch Maintenance YOUR AUTO TRANSFER SWITCH NEEDS ATTENTION! Your automatic transfer switch(es)(ATS) is the vital link between your utility power and your EPSS(emergency power supply system). If it fails in a power outage,then in turn,then generator will fail as well.You need to provide the same care to your ATS as you do to your generator.We are currently extending a special offer to our current customers with your next scheduled PM. We propose to service your auto transfer switches on an annual basis.We off three different levels of service for your ATS. • Visual Inspection&ATS Transfer Test • Minor Service • Full Service(POWER WILL DISRUPTED) SERVICES TO BE PERFORMED / SCOPE OF WORK I.VISUAL INSPECTION&ATS TRANSFER TEST • Complete visual inspection or wiring/connections for tracking,overheating and insulation deterioration. • Visually inspect for physical damage,anchorage,and grounding. • Verify NPA is operational(normal power available). • Visually inspect control wiring. • Verify EPA light is operational(emergency power available). • Perform ATS Transfer Test to ensure communication between utility power&ATS.(IF ALLOWED BY FACILITY) • If ATS Test is performed,then verify test light is lit(not present with all ATS) II.Minor Service(includes everything in Visual) • Check and record normal and emergency source voltages • Inspect Solid State Controls for cleanliness and serviceability. III.Full Service(includes everything list in both Visual&Minor Service) • Shut down power and deenergize the ATS(everything that is backed up by the ATS will be down,unless you have an isolation bypass ATS). • Clean,lubricate and inspect transfer mechanism,check alignment,and manually operate in accordance with manufacturers' instructions. • Check switch to ensure positive interlock between normal and alternate sources. • Check bypass and isolation features,if applicable. • Check tightness of all de-energized cable connections and bus and joints. • All arc chutes and pole covers are removed and cleaned.Main current carrying contacts inspected for water. • Control wiring is inspected,and all electrical connections checked for tightness. • Perform contact resistance tests with switch in both source positions. • Monitor and verify correct operation and timing for the following: • Normal voltage sensing relays(if any) • Engine start sequence • Time delay upon transfer Duthie Power Services 2335 E Cherry Industrial Circle,Long Beach,CA 90805 /.L flu/?HIE The Generator Experts License#708125 POWER, SERVICES 24 Hour Service THE GENERATOR EXPERTS www.duthiepower.com • Alternate voltage sensing relay • Automatic transfer operation • Interlocks and limit switch function • Timing delay and retransfer upon normal power restoration Yes,I would like the service selected below to be performed with one of my next generator services. All work below is quoted for Normal Working Hours(7:30am-3:30pm)OT Prices available upon request. ❑ Visual Inspection&ATS Transfer Test$185 per transfer switch ❑ Minor ATS Service: $400 per transfer switch ❑ Full ATS Service: $800 per transfer switch How many switches do you want serviced? Signature Date NOTE:FOR A FULL ATS SERVICE, POWER TO SWITCH NEEDS TO SHUT OFF APPROXIMATELY ONE TO TWO HOURS TO SERVICE, UNLESS AUTO TRANSFER SWITCHES ARE ISOLATION BYPASS TYPE.AFTER HOURS SERVICE MAY BE NECESSARY. Isolation Bypass switches are additional and require 2 technicians per OSHA.(Ask for pricing) Duthie Power Services 2335 E Cherry Industrial Circle;Long Beach,CA 90805 The Generator Experts License#708125 POWER 5" SERVICES 24 Hour Service THE GENERATOR EXPERTS www.duthiepower.com 2023-10-10 CUSTOMER ONBOARDING FORM Please fill out completely and sign so we can get you set up in our system! ❑ Existing Customer ❑ New Customer Legal Business Name: DBA or Property Management Name:(if applicable): Years in Business: Contractor's License#:(if applicable) Federal Tax ID: Company Type: ❑ Corporation ❑ Partnership ❑ Proprietorship Has company ever filed for bankruptcy? ❑ Yes ❑ No If so,what year? Work Site Address: Billing Address: Business Phone#: Website: Type of Service Requested: ❑ Rental ❑ New Equipment Sales ❑ Service Requested Credit Amount: A/P Contact Name: Title,if other than Accounts Payable: A/P Phone#: A/P Email Address: Secondary Contact Name: Secondary Contact Title: Secondary Contact Phone#: Secondary Contact Email Address: Billing Preference: ❑ Email ❑ USPS ❑ 3rd Party Vendor Portal Duthie Power Services 2335 E Cherry Industrial Circle,Lang Beach,CA 90805 1J111411E The Generator Experts License#708125 POWER 7 SERVICES 24 Hour Service THE GENERATOR EXPERTS www.duthiepower.com Billing Email Address:(if applicable) 3rd Party Vendor Portal Name:(if applicable) Preferred Method of Payment: ❑ ACH ❑ Check ❑ Credit Card President Name: Phone#: Email Address: Controller's Name: Phone#: Email Address: Business&Trade References Business Name: Account#: Contact Name: Email Address: Phone#: Business Name: Account#: Contact Name: Email Address: Phone#: Business Name: Account#: Contact Name: Email Address: Phone#: Terms of Agreement If extended credit,terms are Net 15.A late fee of 1.5%per month may be charged on all past due amounts. By submitting this application,you authorize Duthie Power Services to make inquiries into the information that you have provided.You also agree to pay for services rendered by Duthie Power Services or its affiliates. Authorized Signature: Date: Typed Name: Title: Email/Phone#: Duthie Power Services 2335 E Cherry Indiatrial Circle,49pg Beach,CA 90805 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, Contractor 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", Contractor 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. Contractor 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. Contractor shall not perform work with any subcontractor that is not registered with DIR pursuant to Section 1725.5. Contractor and subcontractors shall maintain their registration with the DIR in effect throughout the duration of this Agreement. If Contractor or any subcontractor ceases to be registered with DIR at any time during the duration of the project, Contractor shall immediately notify City. 4. Pursuant to Labor Code Section 1771.4, Contractor's Services are subject to compliance monitoring and enforcement by DIR. Contractor 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. Contractor acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and Contractor shall post such rates at each job site covered by this Agreement. 6. Contractor 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. Contractor 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 Contractor or by any subcontractor. 7. Contractor shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Contractor 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. Contractor 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. Contractor shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Contractor 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, Contractor and each of its subcontractors shall submit to City a verified statement of the journeyman and apprentice hours performed under this Agreement. 9. Contractor 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. Contractor 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 Contractor or any subcontractor becomes debarred or suspended during the duration of the project, Contractor shall immediately notify City. 10. Contractor acknowledges that eight hours labor constitutes a legal day's work. Contractor shall comply with and be bound by Labor Code Section 1810. Contractor shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. Contractor shall, as a penalty to City, forfeit $25.00 for each worker employed in the performance of this Agreement by Contractor 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 Contractor 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, Contractor 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, Contractor shall be responsible for such subcontractor's compliance with Chapter 1 and Labor Code Sections 1860 and 3700, and Contractor 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. Contractor 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. Contractor shall diligently take corrective action to halt or rectify any failure. 13. To the maximum extent permitted by law, Contractor shall indemnify, hold harmless and defend (at Contractor'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 Contractor, 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 Contractor under this Section shall survive the termination of the Agreement. ACOR EI DATE(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 4/3/2024 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 CONTNAME: Cheryl Cheryl Perkovich IOA Insurance Services PHONE FAX 130 Vantis (NC,No.Ext):949-297-0039 (NC,No):949-297-5960 Suite 250 ADDRESS: Cheryl.Perkovich@ioausa.com Aliso Viejo CA 92656 INSURER(S)AFFORDING COVERAGE NAIC# License#:0E67768 INSURER A:Travelers Property Casualty Company of America 25674 INSURED DUTHELE-01 INSURERS:Crum&Forster Specialty Insurance Company 44520 Duthie Electric Service Corp dba. Duthie Power Services 2335 E. Cherry Industrial Circle INSURER c:Houston Casualty Company 42374 Long Beach CA 90805 INSURER 0:Travelers Indemnity Company of Connecticut 25682 INSURER E:Trisura Specialty Insurance Company _ 16188 INSURER F: COVERAGES CERTIFICATE NUMBER:1163600975 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 TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD VD POLICY NUMBER (MMIDD/YYYY) (MM/DD/YYYYI A X COMMERCIAL GENERAL UABILITY Y Y Y-630-2A626927-TIL-23 7/1/2023 7/1/2024 EACH OCCURRENCE $1,000,000DAMAGE TO CLAIMS-MADE X OCCUR PREMISES EaENTED occurrence) $300,000 MED EXP(Any one person) $5,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY X Mr- LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: Deductible $0 D AUTOMOBILELIABILITY Y Y 810-2N338740-23-14-G 7/1/2023 7/12024 COMBINccident)ED SINGLE LIMIT S 1,000,000 (Ea a X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS v HIRED y X NON-OWNED PROPERTY DAMAGE AUTOS ONLY _ AUTOS ONLY (Per accident) $ A X UMBRELLA LIAB X OCCUR Y Y CUP-3S17641A-23-NF 7/1/2023 7/1/2024 EACH OCCURRENCE $15,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $15,000,000 DED X I RETENTION$t n non $ A WORKERS COMPENSATION V UB-7K47 550 3-23-1 4-G 7/1/2023 7/12024 X AND EMPLOYERS'LIABILITY STAME ER Y/N ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBEREXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 B Contractors Pollution PKC114422 7/1/2023 7/1/2024 Occurence/Aggregate $3,000,000 C Contractors Professional HCC2369038 7/1/2023 7/1/2024 Each Claim/Aggregate $1,000,000 E Cyber ATB-6608105-03 7/1/2023 7/1/2024 Each Claim/Aggregate $2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE:Preventative Maintenance for Emergency Power Generators The certificate holder(s)is/are included as an additional insured(s)with respects to General Liability for Ongoing and Completed Operations and Auto Liability (per forms CG D6 04 02 19,CG D4 58 02 19 and CA T3 53 02 15);General Liability and Auto Liability are Primary and Non-Contributory(per forms CG T1 00 02 19 and CA 00 01 10 13);Waiver of Subrogation applies to General Liability,Auto Liability and Workers Compensation(per forms CG D4 58 02 19,CA T3 53 02 15 and WC 99 03 76);Additional Insured and Waiver of Subrogation applies to Umbrella Liability;Umbrella Liability follows form.Per Project Aggregate Endorsement policy form CG D3 21 01 04 is provided as required by a written contract;All coverage is only applicable as required by written contract. See Attached... CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Seal Beach 211 Eighth Street AUTHORIZED REPRESENTATIVE Seal Beach CA 90740 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: DUTHELE-01 LOC#: AWRD ADDITIONAL REMARKS SCHEDULE Page 1 of AGENCY NAMED INSURED IOA Insurance Services Duthie Electric Service Corp dba:Duthie Power Services 2335 E.Cherry Industrial Circle POLICY NUMBER Long Beach CA 90805 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE 30 Days Notice of Cancellation with 10 Days Notice for Non-Payment of Premium in accordance with the policy provisions. 'Contractors Pollution-$10,000 Deductible 'Contractors Professional(Claims Made)-$10,000 Each Claim Deductible Certificate Holders Include:City of Seal Beach,its elected and appointed officials,officers,employees,agents,servants,volunteers and those City agents serving as independent contractors in the role of City officials ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: Y-630-2A626927-TIL-23 COMMERCIAL GENERAL LIABILITY ISSUE DATE: 07-01-23 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - AUTOMATIC STATUS IF REQUIRED BY WRITTEN CONTRACT (CONTRACTORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following is added to SECTION II —WHO IS AN (a) The Additional Insured — Owners, Les- INSURED: sees or Contractors — Scheduled Person Any person or organization that: or Organization endorsement CG 20 10 a. You agree in a written contract or agreement to 07 04 or CG 20 10 04 13, the Additional include as an additional insured on this Coverage Insured — Owners, Lessees or Contrac- Part; and tors — Completed Operations endorse- ment CG 20 37 07 04 or CG 20 37 04 13, b. Has not been added as an additional insured for or both of such endorsements with either the same project by attachment of an endorse- of those edition dates;or ment under this Coverage Part which includes such person or organization in the endorsement's (b) Either or both of the following: the Addi- schedule; tional Insured—Owners, Lessees or Con- tractors — Scheduled Person Or Organi- is an insured, but: zation endorsement CG 20 10, or the Ad- a. Only with respect to liability for "bodily injury" or ditional Insured — Owners, Lessees or "property damage" that occurs, or for "personal Contractors — Completed Operations en- injury" caused by an offense that is committed, dorsement CG 20 37, without an edition subsequent to the signing of that contract or date of such endorsement specified; agreement and while that part of the contract or the person or organization is an additional in- agreement is in effect; and sured only if the injury or damage is caused, b. Only as described in Paragraph (1), (2) or(3) be- in whole or in part, by acts or omissions of low,whichever applies: you or your subcontractor in the performance (1) If the written contract or agreement specifical of"your work"to which the written contract or ly requires you to provide additional insured agreement applies;or coverage to that person or organization by (3) If neither Paragraph(1) nor(2)above applies: the use of: (a) The person or organization is an addi- (a) The Additional Insured — Owners, Les- tional insured only if, and to the extent sees or Contractors — (Form B) endorse- that, the injury or damage is caused by ment CG 20 10 11 85; or acts or omissions of you or your subcon- (b) Either or both of the following: the Addi- tractor in the performance of "your work" tional Insured—Owners, Lessees or Con- to which the written contract or agree- tractors — Scheduled Person Or Organi- ment applies; and zation endorsement CG 20 10 10 01, or (b) Such person or organization does not the Additional Insured —Owners, Lessees qualify as an additional insured with re- or Contractors — Completed Operations spect to the independent acts or omis- endorsement CG 20 37 10 01; sions of such person or organization. the person or organization is an additional in- The insurance provided to such additional insured is sured only if the injury or damage arises out subject to the following provisions: of"your work" to which the written contract or a. If the Limits of Insurance of this Coverage Part agreement applies; shown in the Declarations exceed the minimum (2) If the written contract or agreement specifical- limits required by the written contract or agree- ly requires you to provide additional insured ment, the insurance provided to the additional in- coverage to that person or organization by sured will be limited to such minimum required the use of: limits. For the purposes of determining whether CG D6 04 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 1 of 2 COMMERCIAL GENERAL LIABILITY this limitation applies,the minimum limits required result in a claim. To the extent possible, such by the written contract or agreement will be con- notice should include: sidered to include the minimum limits of any Urn- (a) How, when and where the "occurrence" brella or Excess liability coverage required for the or offense took place; additional insured by that written contract or agreement. This provision will not increase the (b) The names and addresses of any injured limits of insurance described in Section III—Limits persons and witnesses; and Of Insurance. (c) The nature and location of any injury or b. The insurance provided to such additional insured damage arising out of the "occurrence" or does not apply to: offense. (1) Any "bodily injury", "property damage" or (2) If a claim is made or "suit" is brought against "personal injury" arising out of the providing, the additional insured: or failure to provide, any professional archi- (a) Immediately record the specifics of the tectural, engineering or surveying services, claim or"suit" and the date received;and including: (b) Notify us as soon as practicable and see (a) The preparing, approving, or failing to to it that we receive written notice of the prepare or approve, maps, shop draw- claim or"suit"as soon as practicable. ings, opinions, reports, surveys, field or- (3) Immediately send us copies of all legal pa- ders or change orders, or the preparing, pers received in connection with the claim or approving, or failing to prepare or ap- "suit", cooperate with us in the investigation prove,drawings and specifications; and or settlement of the claim or defense against (b) Supervisory, inspection, architectural or the "suit",and otherwise comply with all policy engineering activities. conditions. (2) Any "bodily injury" or "property damage" (4) Tender the defense and indemnity of any caused by "your work" and included in the claim or "suit" to any provider of other insur- "products-completed operations hazard" un- ance which would cover such additional in- less the written contract or agreement specifi- sured for a loss we cover. However, this con- cally requires you to provide such coverage dition does not affect whether the insurance for that additional insured during the policy provided to such additional insured is primary period. to other insurance available to such additional c. The additional insured must comply with the fol- insured which covers that person or organiza- lowing duties: tion as a named insured as described in Par- (1) Give us written notice as soon as practicable agraph 4., Other Insurance, of Section IV — of an "occurrence" or an offense which may Commercial General Liability Conditions. Page 2 of 2 ®2017 The Travelers Indemnity Company.All rights reserved. CG D6 04 02 19 POLICY NUMBER: Y-630-2A626927-TIL-23 COMMERCIAL GENERAL LIABILITY ISSUE DATE: 07-01-23 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 (1) Any "bodily injury", "property damage" or The following is added to SECTION II — WHO IS AN "personal injury" arising out of the providing, INSURED: or failure to provide, any professional Any person or organization that you agree in a architectural, engin eering or surveying written contract or agreement to include as an services, including: additional insured on this Coverage Part is an (a) The preparing, approving, or failing to insured, but only: prepare or approve, maps, shop a. With respect to liability for "bodily injury" or drawings, opinions, reports, surveys, "property damage" that occurs, or for "personal field orders or change orders, or the injury" caused by an offense that is committed, preparing, approving, or failing to subsequent to the signing of that contract or prepare or approve, drawings and agreement and while that part of the contract or specifications; and agreement is in effect; and b. If, and onlyto the extent that, such injuryor (b) Supervisory, inspection, architectural or engineering activities. damage is caused by acts or omissions of you or your subcontractor in the performance of "your (2) Any "bodily injury" or "property damage" work" to which the written contract or agreement caused by "your work" and included in the applies. Such person or organization does not "products-completed operations hazard" qualify as an additional insured with respect to unless the written contract or agreement the independent acts or omissions of such specifically requires you to provide such person or organization. coverage for that additional insured during The insurance provided to such additional insured is the policy period. subject to the following provisions: c. The additional insured must comply with the a. If the Limits of Insurance of this Coverage Part following duties: shown in the Declarations exceed the minimum limits required by the written contract or (1) Give us written notice as soon as practicable agreement, the insurance provided to the of an "occurrence" or an offense which may additional insured will be limited to such result in a claim.To the extent possible, such minimum required limits. For the purposes of notice should include: determining whether this limitation applies, the (a) How, when and where the "occurrence" minimum limits required by the written contract or or offense took place; agreement will be considered to include the minimum limits of any Umbrella or Excess (b) The names and addresses of any injured liability coverage required for the additional persons and witnesses; and insured by that written contract or agreement. (c) The nature and location of any injury or This provision will not increase the limits of damage arising out of the "occurrence" insurance described in Section III — Limits Of or offense. Insurance. 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 m 2018 The Travelers Indemnity Company.All rights reserved. Page 1 of 2 COMMERCIAL GENERAL LIABILITY (a) Immediately record the specifics of the (4) Tender the defense and indemnity of any claim or"suit" and the date received;and claim or "suit" to any provider of other (b) Notify us as soon as practicable and see insurance which would cover such additional to it that we receive written notice of the insured for a loss we cover. However, this claim or"suit" as soon as practicable. condition does not affect whether the insurance provided to such additional (3) Immediately send us copies of all legal insured is primary to other insurance papers received in connection with the claim available to such additional insured which or "suit", cooperate with us in the covers that person or organization as a investigation or settlement of the claim or named insured as described in Paragraph 4., defense against the "suit", and otherwise Other Insurance, of Section IV —Commercial comply with all policy conditions. General Liability Conditions. Page 2 of 2 m 2018 The Travelers Indemnity Company.All rights reserved. CG D2 46 04 19 POLICY NUMBER: Y-630-2A626927-TIL-23 COMMERCIAL GENERAL LIABILITY ISSUE DATE: 07-01-23 4. Other Insurance (ii) That is insurance for "premises If valid and collectible other insurance is available to damage"; the insured for a loss we cover under Coverages A (iii) If the loss arises out of the or B of this Coverage Part, our obligations are maintenance or use of aircraft, limited as described in Paragraphs a. and b. below. "autos" or watercraft to the extent As used anywhere in this Coverage Part, other not subject to any exclusion in this insurance means insurance, or the funding of Coverage Part that applies to losses,that is provided by,through or on behalf of: aircraft,"autos"or watercraft; (i) Another insurance company; (iv) That is insurance available to a premises owner, manager or (ii) Us or any of our affiliated insurance companies, lessor that qualifies as an insured except when the Non cumulation of Each under Paragraph 4. of Section II — Occurrence Limit provision of Paragraph 5. of Who Is An Insured, except when Section III — Limits Of Insurance or the Non Paragraph d. below applies;or cumulation of Personal and Advertising Injury Limit provision of Paragraph 4. of Section III — (v) That is insurance available to an Limits of Insurance applies because the equipment lessor that qualifies as Amendment — Non Cumulation Of Each an insured under Paragraph 5. of Section II — Who Is An Insured, Occurrence Limit Of Liability And Non Cumulation Of Personal And Advertising Injury except when Paragraph d. below applies. Limit endorsement is included in this policy , (iii)Any risk retention group; or (b) Any of the other insurance, whether primary, excess, contingent or on any (iv)Any self-insurance method or program, in other basis, that is available to the which case the insured will be deemed to be insured when the insured is an the provider of other insurance. additional insured, or is any other Other insurance does not include umbrella insured that does not qualify as a insurance, or excess insurance, that was bought named insured, under such other specifically to apply in excess of the Limits of insurance. Insurance shown in the Declarations of this (2) When this insurance is excess, we will Coverage Part. have no duty under Coverages A or B to As used anywhere in this Coverage Part, other defend the insured against any"suit" if any other insurer has a duty to defend the insurer means a provider of other insurance. As insured against that "suit". If no other used in Paragraph c. below, insurer means a insurer defends,we will undertake to do so, provider of insurance. but we will be entitled to the insured's rights a. Primary Insurance against all those other insurers. This insurance is primary except when (3) When this insurance is excess over other Paragraph b. below applies. If this insurance is insurance, we will pay only our share of the primary, our obligations are not affected unless amount of the loss, if any,that exceeds the any of the other insurance is also primary. sum of: Then, we will share with all that other insurance (a) The total amount that all such other by the method described in Paragraph c. below, insurance would pay for the loss in the except when Paragraph d. below applies. absence of this insurance;and b. Excess Insurance (b) The total of all deductible and self- insured amounts under all that other (1) This insurance is excess over: insurance. (a) Any of the other insurance, whether (4) We will share the remaining loss, if any, primary, excess, contingent or on any with any other insurance that is not other basis: described in this Excess Insurance (i) That is Fire, Extended Coverage, provision and was not bought specifically to Builder's Risk, Installation Risk or apply in excess of the Limits of Insurance shown in the Declarations of this Coverage similar coverage for"your work"; Part. CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 15 of 21 Includes copyrighted material of Insurance Services Office.Inc.with its permission. COMMERCIAL GENERAL LIABILITY c. Method Of Sharing a. The statements in the Declarations are If all of the other insurance permits contribution accurate and complete; by equal shares,we will follow this method also. b. Those statements are based upon Under this approach each insurer contributes representations you made to us;and equal amounts until it has paid its applicable c. We have issued this policy in reliance upon limit of insurance or none of the loss remains, your representations. whichever comes first. The unintentional omission of, or unintentional error If any of the other insurance does not permit in, any information provided by you which we relied contribution by equal shares, we will contribute upon in issuing this policy will not prejudice your by limits. Under this method, each insurer's rights under this insurance. However, this provision share is based on the ratio of its applicable limit does not affect our right to collect additional of insurance to the total applicable limits of premium or to exercise our rights of cancellation or insurance of all insurers. nonrenewal in accordance with applicable insurance d. Primary And Non-Contributory Insurance If laws or regulations. Required By Written Contract 7. Separation Of Insureds If you specifically agree in a written contract or Except with respect to the Limits of Insurance, and agreement that the insurance afforded to an any rights or duties specifically assigned in this insured under this Coverage Part must apply on Coverage Part to the first Named Insured, this a primary basis, or a primary and non- insurance applies: contributory basis, this insurance is primary to a. As if each Named Insured were the only other insurance that is available to such insured Named Insured; and which covers such insured as a named insured, and we will not share with that other insurance, b. Separately to each insured against whom claim provided that: is made or"suit"is brought. (1) The "bodily injury' or"property damage"for 8. Transfer Of Rights Of Recovery Against Others which coverage is sought occurs; and To Us (2) The "personal and advertising injury" for If the insured has rights to recover all or part of any which coverage is sought is caused by an payment we have made under this Coverage Part, offense that is committed; those rights are transferred to us. The insured must do nothing after loss to impair them.At our request, subsequent to the signing of that contract or the insured will bring "suit" or transfer those rights agreement by you. to us and help us enforce them. 5. Premium Audit 9. When We Do Not Renew a. We will compute all premiums for this Coverage If we decide not to renew this Coverage Part,we will Part in accordance with our rules and rates. mail or deliver to the first Named Insured shown in b. Premium shown in this Coverage Part as the Declarations written notice of the nonrenewal advance premium is a deposit premium only.At not less than 30 days before the expiration date. the close of each audit period we will compute If notice is mailed, proof of mailing will be sufficient the earned premium for that period and send proof of notice. notice to the first Named Insured.The due date for audit and retrospective premiums is the date SECTION V—DEFINITIONS shown as the due date on the bill. If the sum of 1. "Advertisement" means a notice that is broadcast or the advance and audit premiums paid for the published to the general public or specific market policy period is greater than the earned segments about your goods, products or services premium, we will return the excess to the first for the purpose of attracting customers or Named Insured. supporters. For the purposes of this definition: c. The first Named Insured must keep records of a. Notices that are published include material the information we need for premium placed on the Internet or on similar electronic computation, and send us copies at such times means of communication;and as we may request. b. Regarding websites, only that part of a website 6. Representations that is about your goods, products or services By accepting this policy,you agree: 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. POLICY NUMBER:Y-630-2A626927-TIL-23 COMMERCIAL GENERAL LIABILITY ISSUE DATE: 07-01-23 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT FOR MANUFACTURERS AND WHOLESALERS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE —This endorsement broadens coverage. However,coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights,duties, and what is and is not covered. A. Who Is An Insured—Unnamed Subsidiaries H. Blanket Additional Insured — Governmental B. Who Is An Insured — Employees And Volunteer Entities — Permits Or Authorizations Relating To Workers — Bodily Injury To Co-Employees And Operations Co-Volunteer Workers I. Blanket Additional Insured — Grantors Of Franchises C. Who Is An Insured — Newly Acquired Or Formed Limited Liability Companies J. Incidental Medical Malpractice D. Blanket Additional Insured —Broad Form Vendors K. Medical Payments —Increased Limit E. Blanket Additional Insured —Controlling Interest L. Blanket Waiver Of Subrogation F. Blanket Additional Insured—Mortgagees, M. Contractual Liability—Railroads Assignees, Successors Or Receivers G. Blanket Additional Insured — Governmental Entities — Permits Or Authorizations Relating To Premises PROVISIONS A. WHO IS AN INSURED — UNNAMED a. Before you maintained an ownership interest SUBSIDIARIES of more than 50% in such subsidiary; or The following is added to SECTION II —WHO IS b. After the date, if any, during the policy period AN INSURED: that you no longer maintain an ownership Any of your subsidiaries, other than a partnership interest of more than 50% in such subsidiary. or joint venture, that is not shown as a Named For purposes of Paragraph 1. of Section II —Who Insured in the Declarations is a Named Insured if: Is An Insured, each such subsidiary will be a. You are the sole owner of, or maintain an deemed to be designated in the Declarations as: ownership interest of more than 50% in, such subsidiary on the first day of the policy period; a. A limited liability company; and b. An organization other than a partnership, joint b. Such subsidiary is not an insured under venture or limited liability company; or similar other insurance. cNo such subsidiary is an insured for"bodily injury" A trust; or "property damage" that occurred, or "personal as indicated in its name or the documents that and advertising injury" caused by an offense govern its structure. committed: CG D4 58 02 19 ®2017 The Travelers Indemnity Company.All rights reserved. Page 1 of 5 Includes copyrighted material of Insurance Services Office.Inc.with its permission COMMERCIAL GENERAL LIABILITY B. WHO IS AN INSURED — EMPLOYEES AND a. A limited liability company; VOLUNTEER WORKERS—BODILY INJURY TO b. An organization, other than a partnership, CO-EMPLOYEES AND CO-VOLUNTEER WORKERS joint venture or limited liability company; or The following is added to Paragraph 2.a.(1) of SECTION II—WHO IS AN INSURED: c. A trust; Paragraphs (1)(a), (b) and (c) above do not apply as indicated in its name or the documents to "bodily injury" to a co-"employee" while in the that govern its structure. course of the co-"employee's" employment by you D. BLANKET ADDITIONAL INSURED — BROAD or performing duties related to the conduct o f your FORM VENDORS business, or to "bodily injury" to your other "volunteer workers" while performing duties The following is added to SECTION II — WHO IS related to the conduct of your business. AN INSURED: C. WHO IS AN INSURED — NEWLY ACQUIRED Any person or organization that is a vendor and OR FORMED LIMITED LIABILITY COMPANIES that you have agreed in a written contract or The following replaces Paragraph 3. of SECTION agreement to include as an additional insured on II—WHO IS AN INSURED: this Coverage Part is an insured, but only with respect to liability for "bodily injury" or "property 3. Any organization you newly acquire or form, damage" that: other than a partnership or joint venture, and a. Occurs subsequent to the signing of that of which you are the sole owner or in which contract or agreement;and you maintain an ownership interest of more than 50%, will qualify as a Named Insured if b. Arises out of "your products" that are there is no other similar insurance available to distributed or sold in the regular course of that organization. However: such vendor's business. a. Coverage under this provision is afforded The insurance provided to such vendor is subject only: to the following provisions: (1) Until the 180th day after you acquire a. The limits of insurance provided to such or form the organization or the end of vendor will be the minimum limits that you the policy period, whichever is earlier, agreed to provide in the written contract or if you do not report such organization agreement, or the limits shown in the in writing to us within 180 days after Declarations,whichever are less. you acquire or form it; or b. The insurance provided to such vendor does (2) Until the end of the policy period, not apply to: when that date is later than 180 days (1) Any express warranty not authorized by after you acquire or form such you or any distribution or sale for a organization, if you report such purpose not authorized by you; organization in writing to us within 180 days after you acquire or form it; (2) Any change in "your products" made by b. Coverage A does not apply to "bodily such vendor; injury"or"property dama ge" that occurred (3) Repackaging, unless unpacked solely for before you acquired or formed the the purpose of inspection, demonstration, organization; and testing, or the substitution of parts under c. Coverage B does not apply to "personal instructions from the manufacturer, and and advertising injury" arising out of an then repackaged in the original container; offense committed before you acquired or (4) Any failure to make such inspections, formed the organization. adjustments, tests or servicing as For the purposes of Paragraph 1. of Section II vendors agree to perform or normally —Who Is An Insured, each such organization undertake to perform in the regular will be deemed to be designated in the course of business, in connection with the Declarations as: distribution or sale of"your products"; Page 2 of 5 ©2017 The Travelers Indemnity Company.All rights reserved. CG D4 58 02 19 Includes copyrighted material of Insurance Services Office.Inc.with its permission COMMERCIAL GENERAL LIABILITY (5) Demonstration, installation, servicing or liability as mortgagee, assignee, successor or repair operations, except such operations receiver for "bodily injury", "property damage" or performed at such vendor's premises in "personal and advertising injury"that: connection with the sale of "your a. Is "bodily injury" or "property damage" that products";or occurs, or is "personal and advertising injury" (6) "Your products" that, after distribution or caused by an offense that is committed, sale by you, have been labeled or subsequent to the signing of that contract or relabeled or used as a container, part or agreement; and ingredient of any other thing or substance b. Arises out of the ownership, maintenance or by or on behalf of such vendor. use of the premises for which that mortgagee, Coverage under this provision does not apply to: assignee, successor or receiver is required a. Any person or organization from whom you under that contract or agreement to be have acquired "your products", or any included as an additional insured on this ingredient, part or container entering into, Coverage Part. accompanying or containing such products; The insurance provided to such mortgagee, or assignee, successor or receiver is subject to the b. Any vendor for which coverage as an following provisions: additional insured specifically is scheduled by a. The limits of insurance provided to such endorsement. mortgagee, assignee, successor or receiver E. BLANKET ADDITIONAL INSURED — will be the minimum limits that you agreed to CONTROLLING INTEREST provide in the written contract or agreement, or the limits shown in the Declarations, 1. The following is added to SECTION II —WHO whichever are less. IS AN INSURED: b. The insurance provided to such person or Any person or organization that has financial organization does not apply to: control of you is an insured with respect to (1) Any "bodilyinjury" "property or damage" liability for "bodily injury", "property damage" or"personal and advertising injury"that arises that occurs, or any "personal and out of: advertising injury" caused by an offense that is committed, after such contract or a. Such financial control; or agreement is no longer in effect;or b. Such person's or organization's (2) Any "bodily injury", "property damage" or ownership, maintenance or use of "personal and advertising injury" arising premises leased to or occupied by you. out of any structural alterations, new The insurance provided to such person or construction or demolition operations organization does not apply to structural performed by or on behalf of such alterations, new construction or demolition mortgagee, assignee, successor or operations performed by or on behalf of such receiver. person or organization. G. BLANKET ADDITIONAL INSURED — 2. The following is added to Paragraph 4. of GOVERNMENTAL ENTITIES — PERMITS OR SECTION II—WHO IS AN INSURED: AUTHORIZATIONS RELATING TO PREMISES This paragraph does not apply to any The following is added to SECTION II — WHO IS premises owner, manager or lessor that has AN INSURED: financial control of you. Any governmental entity that has issued a permit F. BLANKET ADDITIONAL INSURED — or authorization with respect to premises owned MORTGAGEES, ASSIGNEES, SUCCESSORS or occupied by, or rented or loaned to, you and OR RECEIVERS that you are required by any ordinance, law, The following is added to SECTION II — WHO IS building code or written contract or agreement to AN INSURED: include as an additional insured on this Coverage Part is an insured, but only with respect to liability Any person or organization that is a mortgagee, for "bodily injury", "property damage" or"personal assignee, successor or receiver and that you and advertising injury" arising out of the have agreed in a written contract or agreement to existence, ownership, use, maintenance, repair, include as an additional insured on this Coverage construction, erection or removal of any of the Part is an insured, but only with respect to its following for which that governmental entity has CG D4 58 02 19 ®2017 The Travelers Indemnity Company.All rights reserved. Page 3 of 5 Includes copyrighted material of Insurance Services Office,Inc.with its permission COMMERCIAL GENERAL LIABILITY issued such permit or authorization: advertising services", first aid or "Good Samaritan signs, awnings, canopies, cellar entrances, coal services" to a person, unless you are in holes, driveways, manholes, marquees, hoist the business or occupation of providing away openings, sidewalk vaults, elevators, street professional health care services. banners or decorations. 2. The following replaces the last paragraph of H BLANKET ADDITIONAL INSURED — Paragraph 2.a.(1) of SECTION II — WHO IS GOVERNMENTAL ENTITIES — PERMITS OR AN INSURED: AUTHORIZATIONS RELATING TO OPER- Unless you are in the business or occupation ATIONS of providing professional health care services, The following is added to SECTION II — WHO IS Paragraphs (1)(a), (b), (c) and (d) above do AN INSURED: not apply to "bodily injury" arising out of Any governmental entity that has issued a permit providing or failing to provide: or authorization with respect to operations (a) "Incidental medical services" by any of performed by you or on your behalf and that you are required by any ordinance, law, building code your "employees" who is a nurse, nurse or written contract or agreement to include as an assistant, emergency medical technician, additional insured on this Coverage Part is an paramedic, athletic trainer, audiologist, insured, but only with respect to liability for"bodily dietician, nutritionist, occupational injury", "property damage" or "personal and therapist or occupational therapy advertising injury" arising out of such operations. assistant, physical therapist or speech- The insurance provided to such govemmental language pathologist; or entity does not apply to: (b) First aid or "Good Samaritan services" by a. Any "bodily injury", "property damage" or any of your "employees" or "volunteer "personal and advertising injury" arising out of workers", other than an employed or operations performed for the governmental volunteer doctor. Any such "employees" entity; or or "volunteer workers" providing or failing to provide first aid or "Good Samaritan b. Any "bodily injury" or "property damage" services" during their work hours for you included in the "products-completed will be deemed to be acting within the operations hazard". scope of their employment by you or I. BLANKET ADDITIONAL INSURED — performing duties related to the conduct GRANTORS OF FRANCHISES of your business. The following is added to SECTION II —WHO IS 3. The following replaces the last sentence of AN INSURED: Paragraph 5. of SECTION III — LIMITS OF Any person or organization that grants a franchise INSURANCE: to you is an insured, but only with respect to For the purposes of determining the liability for "bodily injury", "property damage" or applicable Each Occurrence Limit, all related "personal and advertising injury" arising out of acts or omissions committed in providing or your operations in the franchise granted by that failing to provide "incidental medical person or organization. services", first aid or "Good Samaritan If a written contract or agreement exists between services"to any one person will be deemed to you and such additional insured, the limits of be one "occurrence". insurance provided to such insured will be the 4. The following exclusion is added to minimum limits that you agreed to provide in the Paragraph 2., Exclusions, of SECTION I — written contract or agreement, or the limits shown COVERAGES — COVERAGE A — BODILY in the Declarations,whichever are less. INJURY AND PROPERTY DAMAGE LIABILITY: J. INCIDENTAL MEDICAL MALPRACTICE 1. The following replaces Paragraph b. of the Sale Of Pharmaceuticals definition of "occurrence" in the "Bodily injury' or "property damage" arising DEFINITIONS Section: out of the violation of a penal statute or b. An act or omission committed in providing ordinance relating to the sale of pharmaceuticals committed by, or with the or failing to provide "incidental medical knowledge or consent of,the insured. Page 4 of 5 ©2017 The Travelers Indemnity Company.All rights reserved. CG D4 58 02 19 Includes copyrighted material of Insurance Services Office,Inc.with its permission COMMERCIAL GENERAL LIABILITY 5. The following is added to the DEFINITIONS a. $10,000; or Section: b. The amount shown in the Declarations of "Incidental medical services" means: this Coverage Part for Medical Expense a. Medical, surgical, dental, laboratory, x-ray Limit. or nursing service or treatment, advice or L. BLANKET WAIVER OF SUBROGATION instruction, or the related furnishing of The following is added to Paragraph 8., Transfer food or beverages; or Of Rights Of Recovery Against Others To Us, b. The furnishing or dispensing of drugs or of SECTION IV — COMMERCIAL GENERAL medical, dental, or surgical supplies or LIABILITY CONDITIONS: appliances. If the insured has agreed in a contract or 6. The following is added to Paragraph 4.b., agreement to waive that insured's right of Excess Insurance, of SECTION IV — recovery against any person or organization, we COMMERCIAL GENERAL LIABILITY waive our right of recovery against such person or CONDITIONS: organization, but only for payments we make This insurance is excess over any valid and because of: collectible other insurance, whether primary, a. "Bodily injury" or "property damage" that excess,contingent or on any other basis, that occurs; or is available to any of your "employees" for "bodily injury" that arises out of providing or b. "Personal and advertising injury" caused by failing to provide "incidental medical services" an offense that is committed; to any person to the extent not subject to subsequent to the execution of the contract or Paragraph 2.a.(1) of Section II — Who Is An agreement. Insured. M. CONTRACTUAL LIABILITY—RAILROADS K. MEDICAL PAYMENTS—INCREASED LIMIT 1. The following replaces Paragraph c. of the The following replaces Paragraph 7. of SECTION definition of "insured contract" in the III—LIMITS OF INSURANCE: DEFINITIONS Section: 7. Subject to Paragraph 5. above, the Medical c. Any easement or license agreement; Expense Limit is the most we will pay under 2. Paragraph f.(1) of the definition of "insured Coverage C for all medical expenses contract" in the DEFINITIONS Section is because of "bodily injury" sustained by any deleted. one person, and will be the higher of: CG D4 58 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 5 of 5 Includes copyrighted material of Insurance Services Office,Inc.with its permission POLICY NUMBER:Y-630-2A626927-TIL-23 COMMERCIAL GENERAL LIABILITY ISSUE DATE: 07-01-23 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY TOTAL GENERAL AGGREGATE LIMIT DESIGNATED PROJECT(S) - GENERAL AGGREGATE LIMIT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Total General Aggregate Limit: $ 10,000,000 Designated Project(s): EACH "PROJECT" FOR WHICH YOU HAVE AGREED IN A WRITTEN CONTRACT THAT IS IN EFFECT DURING THIS POLICY PERIOD, TO PROVIDE A SEPARATE GENERAL AGGREGATE LIMIT, PROVIDED THAT THE CONTRACT IS SIGNED BY YOU BEFORE THE "BODILY INJURY" OR "PROPERTY DAMAGE" OCCURS. (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) A. The Total General Aggregate Limit stated in the der COVERAGE C (SECTION I), which can be at- Schedule above is the most we will pay for the tributed only to operations at a single designated sum of all: "project" shown in the Schedule above: 1. Medical Expenses under COVERAGE C 1. A separate Designated Project General Ag- (SECTI ON I); gregate Limit applies to each designated "pro- 2. Damages under COVERAGE A (SECTION I), ject", and that limit is equal to the amount of except damages because of "bodily injury" or the General Aggregate Limit shown in the "property damage" included in the "products- Declarations. completed operations hazard";and 2. Subject to the Total General Aggregate Limit 3. Damages under COVERAGE B (SECTION I) stated in the Schedule above, the Designated Project General Aggregate Limit is the most regardless of the number of: we will pay for the sum of all damages under a. Insureds; COVERAGE A, except damages because of b. Claims made or "suits" brought; "bodily injury" or "property damage" included in the "products-completed operations haz- c. Persons or organizations making claims or and", and for medical expenses under COV- bringing "suits"; or ERAGE C regardless of the number of: d. Designated "projects" listed in the SCHED- a. Insureds; ULE above. b. Claims made or"suits" brought;or B. For all sums which the insured becomes legally obligated to pay as damages caused by "occur- c. Persons or organizations making claims rences" under COVERAGE A (SECTION I), and or bringing "suits". for all medical expenses caused by accidents un- CG D3 21 01 04 Copyright, The Travelers Indemnity Company, 2004 Page 1 of 2 COMMERCIAL GENERAL LIABILITY 3. Any payments made under COVERAGE A for To Premises Rented To You and Medical Ex- damages or under COVERAGE C for medical pense continue to apply. expenses shall reduce both the Total General D. Part 2. of SECTION III—LIMITS OF INSURANCE Aggregate Limit stated in the Schedule is deleted and replaced by the following: above, and the Designated Project General Aggregate Limit for that designated "project". 2. The General Aggregate Limit is the most we Such payments shall not reduce the General will pay for the sum of: Aggregate Limit shown in the Declarations a. Damages under Coverage B; and nor shall they reduce any other Designated b. Damages from 'occurrences" under Project General Aggregate Limit for any other COVERAGE A (SECTION I) and for all designated "project" shown in the Schedule medical expenses caused by accidents above. under COVERAGE C (SECTION I) which 4. The limits shown in the Declarations for Each cannot be attributed only to operations at Occurrence, Damage To Premises Rented To a single designated "project"shown in the You and Medical Expense continue to apply. SCHEDULE above. However, instead of being subject to the E. When coverage for liability arising out of the General Aggregate Limit shown in the Decla- "products-completed operations hazard" is pro- rations, such limits will be subject to both the vided, any payments for damages because of Total General Aggregate Limit stated in the "bodily injury" or "property damage" included in Schedule above, and the applicable Desig- the "products-completed operations hazard" will nated Project General Aggregate L imit. reduce the Products-Completed Operations Ag- C. For all sums which the insured becomes legally gregate Limit, and not reduce the Total General obligated to pay as damages caused by "occur- Aggregate Li mit stated in the Schedule abo ve,the rences" under COVERAGE A (SECTION I), and General Aggregate Limit, or the Designated Pro- for all medical expenses caused by accidents un- ject General Aggregate Limit. der COVERAGE C (SECTION I),which cannot be F. For the purposes of this endorsement the Defini- attributed only to operations at a single desig- tions Section is amended by the addition of the nated "project" shown in the Schedule abo ve: following definition: 1. Any payments made under COVERAGE A for "Project" means an area away from premises damages or under COVERAGE C for medical owned by or rented to you at which you are per- expenses shall reduce the amount available forming operations pursuant to a contract or under the Total General Aggregate Limit agreement. For the purposes of determining the stated in the Schedule above and the General applicable aggregate limit of insurance, each Aggregate Limit, or the Products-Completed "project" that includes premises involving the Operations Aggregate Limit, whichever is ap- same or connecting lots, or premises whose con- plicable; and nection is interrupted only by a street, roadway, 2. Such payments shall not reduce any Desig- waterway or right-of-way of a railroad shall be nated Project General Aggregate L imit. considered a single "project". As respects this Provision C., the limits shown in G. The provisions of LIMITS OF INSURANCE the Declarations for Each Occurrence, Damage (SECTION III) not otherwise modified by this en- dorsement shall continue to apply as stipulated. Page 2 of 2 Copyright, The Travelers Indemnity Company, 2004 CG D3 21 01 04 POLICY NUMBER: 810-2N338740-23-14-G COMMERCIAL AUTO ISSUE DATE: 07-01-23 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BROAD FORM NAMED INSURED H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF B. BLANKET ADDITIONAL INSURED USE—INCREASED LIMIT I. PHYSICAL DAMAGE — TRANSPORTATION C. EMPLOYEE HIRED AUTO EXPENSES—INCREASED LIMIT D. EMPLOYEES AS INSURED J. PERSONAL PROPERTY E. SUPPLEMENTARY PAYMENTS — INCREASED K. AIRBAGS LIMITS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR F. HIRED AUTO — LIMITED WORLDWIDE COV- LOSS ERAGE—INDEMNITY BASIS M. BLANKET WAIVER OF SUBROGATION G. WAIVER OF DEDUCTIBLE—GLASS N. UNINTENTIONAL ERRORS OR OMISSIONS PROVISIONS A. BROAD FORM NAMED INSURED this insurance applies and only to the extent that person or organization qualifies as an "insured" The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — COVERED AUTOS under the Who Is An Insured provision contained in Section II. LIABILITY COVERAGE: Any organization you newly acquire or form dur- ing the policy period over which you maintain 1. The following is added to Paragraph A.1., 50% or more ownership interest and that is not Who Is An Insured, of SECTION II — COV- separately insured for Business Auto Coverage. ERED AUTOS LIABILITY COVERAGE: Coverage under this provision is afforded only un- An "employee" of yours is an "insured" while til the 180th day after you acquire or form the or- operating an "auto" hired or rented under a ganization or the end of the policy period, which- contract or agreement in an "employee's" ever is earlier. name, with your permission, while performing duties related to the conduct of your busi- B. BLANKET ADDITIONAL INSURED ness. The following is added to Paragraph c. in A.1., 2. The following replaces Paragraph b. in B.5., Who Is An Insured, of SECTION II — COVERED Other Insurance, of SECTION IV — BUSI- AUTOS LIABILITY COVERAGE: NESS AUTO CONDITIONS: Any person or organization who is required under b. For Hired Auto Physical Damage Cover- a written contract or agreement between you and age, the following are deemed to be cov- that person or organization, that is signed and ered "autos"you own: executed by you before the "bodily injury" or (1) Any covered "auto" you lease, hire, "property damage" occurs and that is in effect rent or borrow; and during the policy period, to be named as an addi (2) Any covered "auto" hired or rented by tional insured is an "insured" for Covered Autos your "employee" under a contract in Liability Coverage, but only for damages to which an "employee's" name, with your CA T3 53 02 15 ©2015 The Travelers Indemnity Company.All rights reserved. Page 1 of 4 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL AUTO permission, while performing duties (a) With respect to any claim made or "suit" related to the conduct of your busi- brought outside the United States of ness. America, the territories and possessions However, any "auto" that is leased, hired, of the United States of America, Puerto rented or borrowed with a driver is not a Rico and Canada: covered "auto". (i) You must arrange to defend the "in- D. EMPLOYEES AS INSURED sured" against, and investigate or set- tleThe following is added to Paragraph A.1., Who Is us anysuch claim or "suit" and keep usadvised of all proceedings and ac- An Insured, of SECTION II — COVERED AUTOS tions. LIABILITY COVERAGE: (ii) Neither you nor any other involved Any "employee" of yours is an "insured" while us "insured" will make any settlement ing a covered "auto" you don't own, hire or borrow without our consent. in your business or your personal affairs. E. SUPPLEMENTARY PAYMENTS — INCREASED (iii)We may, at our discretion, participate LIMITS in defending the "insured" against, or in the settlement of, any claim or 1. The following replaces Paragraph A.2.a.(2), "suit". of SECTION II — COVERED AUTOS LIABIL- ITY COVERAGE: (iv) We will reimburse the "insured" for sums that the "insured" legally must (2) Up to $3,000 for cost of bail bonds (in- pay as damages because of "bodily cluding bonds for related traffic law viola- injury" or "property damage" to which tions) required because of an "accident" this insurance applies, that the "in- we cover. We do not have to furnish sured" pays with our consent, but these bonds. only up to the limit described in Para- graph C., Limits Of Insurance, of 2. The following replaces Paragraph A.2.a.(4), SECTION II — COVERED AUTOS of SECTION II — COVERED AUTOS LIABIL- LIABILITY COVERAGE. ITY COVERAGE: (4) All reasonable expenses incurred by the (v) We will reimburse the "insured" for "insured" at our request, including actual the reasonable expenses incurred loss of earnings up to $500 a day be- with our consent for your investiga- cause of time off from work. tion of such claims and your defense of the "insured" against any such F. HIRED AUTO — LIMITED WORLDWIDE COV- "suit", but only up to and included ERAGE—INDEMNITY BASIS within the limit described in Para- The following replaces Subparagraph (5) in Para- graph C., Limits Of Insurance, of graph B.7., Policy Period, Coverage Territory, SECTION 11 — COVERED AUTOS of SECTION IV — BUSINESS AUTO CONDI- LIABILITY COVERAGE, and not in TIONS: addition to such limit. Our duty to make such payments ends when we (5) Anywhere in the world, except any country or have used up the applicable limit of jurisdiction while any trade sanction, em- insurance in payments for damages, bargo, or similar regulation imposed by the settlements or defense expenses. United States of America applies to and pro- hibits the transaction of business with or (b) This insurance is excess over any valid within such country or jurisdiction, for Coy- and collectible other insurance available ered Autos Liability Coverage for any covered to the "insured" whether primary, excess, "auto" that you lease, hire, rent or borrow contingent or on any other basis. without a driver for a period of 30 days or less (c) This insurance is not a substitute for re- and that is not an "auto" you lease, hire, rent quired or compulsory insurance in any or borrow from any of your "employees", country outside the United States, its ter- partners (if you are a partnership), members ritories and possessions, Puerto Rico and (if you are a limited liability company) or Canada. members of their households. Page 2 of 4 ©2015 The Travelers Indemnity Company.All rights reserved. CA T3 53 02 15 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL AUTO You agree to maintain all required or (2) In or on your covered "auto". compulsory insurance in any such coun- This coverage applies only in the event of a total try up to the minimum limits required by theft of your covered "auto". local law. Your failure to comply with compulsory insurance requirements will No deductibles apply to this Personal Property not invalidate the coverage afforded by coverage. this policy, but we will only be liable to the K. AIRBAGS same extent we would have been liable The following is added to Paragraph B.3., Exclu- had you complied with the compulsory in- sions, of SECTION III — PHYSICAL DAMAGE surance requirements. COVERAGE: (d) It is understood that we are not an admit- Exclusion 3.a. does not apply to "loss" to one or ted or authorized insurer outside the more airbags in a covered "auto" you own that in- United States of America, its territories flate due to a cause other than a cause of "loss" and possessions, Puerto Rico and Can- set forth in Paragraphs A.1.b. and A.1.c., but ada. We assume no responsibility for the only: furnishing of certificates of insurance, or a. If that "auto" is a covered "auto" for Compre- for compliance in any way with the laws hensive Coverage under this policy; of other countries relating to insurance. b. The airbags are not covered under any war- G. WAIVER OF DEDUCTIBLE—GLASS ranty; and The following is added to Paragraph D., Deducti- c. The airbags were not intentionally inflated. ble, of SECTION III — PHYSICAL DAMAGE We will pay up to a maximum of $1,000 for any COVERAGE: one"loss". No deductible for a covered "auto" will apply to L. NOTICE AND KNOWLEDGE OF ACCIDENT OR glass damage if the glass is repaired rather than LOSS replaced. The following is added to Paragraph A.2.a., of H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF SECTION IV—BUSINESS AUTO CONDITIONS: USE—INCREASED LIMIT Your duty to give us or our authorized representa- The following replaces the last sentence of Para- tive prompt notice of the "accident" or "loss" ap- graph A.4.b., Loss Of Use Expenses, of SEC- plies only when the "accident" or "loss" is known TION III—PHYSICAL DAMAGE COVERAGE: to: However, the most we will pay for any expenses (a) You (if you are an individual); for loss of use is $65 per day, to a maximum of (b) A partner(if you are a partnership); $750 for any one"accident". (c) A member (if you are a limited liability corn- I. PHYSICAL DAMAGE — TRANSPORTATION pany); EXPENSES—INCREASED LIMIT (d) An executive officer, director or insurance The following replaces the first sentence in Para- manager (if you are a corporation or other or- graph A.4.a., Transportation Expenses, of ganization); or SECTION III — PHYSICAL DAMAGE COVER- (e) Any "employee" authorized by you to give no- AGE: tice of the "accident" or"loss". We will pay up to $50 per day to a maximum of M. BLANKET WAIVER OF SUBROGATION $1,500 for temporary transportation expense in- The following replaces Paragraph A.5., Transfer curred by you because of the total theft of a cov- ered "auto" of the private passenger type. Of Rights Of Recovery Against Others To Us, of SECTION IV — BUSINESS AUTO CONDI- J. PERSONAL PROPERTY TIONS : The following is added to Paragraph A.4., Cover- 5. Transfer Of Rights Of Recovery Against age Extensions, of SECTION III — PHYSICAL Others To Us DAMAGE COVERAGE: We waive any right of recovery we may have Personal Property against any person or organization to the ex- tent required of you by a written contract We will pay up to $400 for "loss" to wearing ap- signed and executed prior to any "accident" parel and other personal property which is: or"loss", provided that the "accident" or "loss" (1) Owned by an "insured"; and arises out of operations contemplated by CA T3 53 02 15 ©2015 The Travelers Indemnity Company.All rights reserved. Page 3 of 4 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL AUTO such contract. The waiver applies only to the The unintentional omission of, or unintentional person or organization designated in such error in, any information given by you shall not contract. prejudice your rights under this insurance. How- N. UNINTENTIONAL ERRORS OR OMISSIONS ever this provision does not affect our right to col- The following is added to Paragraph B.2., Con- lect additional premium or exercise our right of cealment, Misrepresentation, Or Fraud, of cancellation or non-renewal. SECTION IV—BUSINESS AUTO CONDITIONS: Page 4 of 4 ©2015 The Travelers Indemnity Compa ny.All rights reserved. CA T3 53 02 15 Includes copyrighted material of Insurance Services Office,Inc.with its permission. POLICY NUMBER: 810-2N338740-23-14-G COMMERCIAL AUTO ISSUE DATE: 07-01-23 4. Loss Payment — Physical Damage Cover- son or organization holding, storing or trans- ages porting property for a fee regardless of any At our option, we may: other provision of this Coverage Form. a. Pay for, repair or replace damaged or sto- 5. Other Insurance len property; a. For any covered "auto" you own, this b. Return the stolen property, at our ex- Coverage Form provides primary insur- pense. We will pay for any damage that ance. For any covered "auto" you don't results to the"auto"from the theft; or own, the insurance provided by this Cov- erage Form is excess over any other col- c. Take all or any part of the damaged or lectible insurance. However, while a cov- stolen property at an agreed or appraised ered "auto" which is a "trailer" is con- value. nected to another vehicle, the Covered If we pay for the "loss", our payment will in- Autos Liability Coverage this Coverage clude the applicable sales tax for the dam- Form provides for the "trailer" is: aged or stolen property. (1) Excess while it is connected to a mo- 5. Transfer Of Rights Of Recovery Against tor vehicle you do not own; or Others To Us (2) Primary while it is connected to a If any person or organization to or for whom covered "auto"you own. we make payment under this Coverage Form b. For Hired Auto Physical Damage Cover- has rights to recover damages from another, age, any covered "auto" you lease, hire, those rights are transferred to us. That person rent or borrow is deemed to be a covered or organization must do everything necessary to secure our rights and must do nothing after "auto" you own. However, any "auto" that "accident" or"loss"to impair them. is leased, hired, rented or borrowed with a driver is not a covered "auto". B. General Conditions c. Regardless of the provisions of Para- 1. Bankruptcy graph a. above, this Coverage Form's Bankruptcy or insolvency of the "insured" or Covered Autos Liability Coverage is pri- the "insured's" estate will not relieve us of any mary for any liability assumed under an obligations under this Coverage Form. "insured contract". 2. Concealment, Misrepresentation Or Fraud d. When this Coverage Form and any other Coverage Form or policy covers on the This Coverage Form is void in any case of fraud by you at any time as it relates to this same basis, either excess or primary, we will pay only our share. Our share is the Coverage Form. It is also void if you or any proportion that the Limit of Insurance of other "insured", at any time, intentionally con- our Coverage Form bears to the total of ceals or misrepresents a material fact con- the limits of all the Coverage Forms and cerning: policies covering on the same basis. a. This Coverage Form; 6. Premium Audit b. The covered "auto"; a. The estimated premium for this Coverage c. Your interest in the covered "auto"; or Form is based on the exposures you told d. A claim under this Coverage Form. us you would have when this policy 3. Liberalization be- gan. We will compute the final premium due when we determine your actual ex- If we revise this Coverage Form to provide posures. The estimated total premium will more coverage without additional premium be credited against the final premium due charge, your policy will automatically provide and the first Named Insured will be billed the additional coverage as of the day the re- for the balance, if any. The due date for vision is effective in your state. the final premium or retrospective pre- 4. No Benefit To Bailee — Physical Damage mium is the date shown as the due date Coverages on the bill. If the estimated total premium exceeds the final premium due, the first We will not recognize any assignment or Named Insured will get a refund. grant any coverage for the benefit of any per- CA 00 01 10 13 © Insurance Services Office, Inc., 2011 Page 9 of 12 IOW TRAVELERS J WORKERS COMPENSATION AND ONE TOWER SQUARE EMPLOYERS LIABILITY POLICY HARTFORD CT 06183 ENDORSEMENT WC 99 03 76 ( A)- 001 POLICY NUMBER: UB-7K475503-23-14-G WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA (BLANKET WAIVER) We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. The additional premium for this endorsement shall be 2.00 % of the California workers' compensation pre- mium. Schedule Person or Organization Job Description ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 07-01-23 Policy No. UB-7K475503-23-14-G Endorsement No. Insured Premium Duthie Electric Service Corp dba: Duthie Power Services Insurance Company Countersigned by Travelers Property Casualty Company of America DATE OF ISSUE: 07-01-23 ST ASSIGN: Page 1 of 1