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HomeMy WebLinkAboutAGMT - Keyser Marston Associates, Inc. (Real Estate, Economic and Financial Consultant Services)PROFESSIONAL SERVICES AGREEMENT for Real Estate, Economic and Financial Consultant Services between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 A Keyser Marston Associates, Inc. 777 South Figueroa Street, Suite 2555 Los Angeles, CA 90017 (213) 622-8095 This Professional Service Agreement ("the Agreement") is made as of July 10, 2025 (the "Effective Date"), by and between Keyser Marston Associates, Inc., ("Consultant"), a California corporation, and the City of Seal Beach ("City"), a California charter city, (collectively, "the Parties"). City of Seal Beach Master Template Approved: 12/1/2023 2895843 RECITALS A. City desires certain real estate, economic and financial consultant professional services. B. Pursuant to the authority provided by its City Charter and Seal Beach Municipal Code § 3.20.025(C), City issued a solicitation for the real estate, economic and financial consultant professional services to be performed in connection with a development project located at 4665 Lampson Avenue, Los Alamitos. C. Consultant represents that the principal members of its firm are licensed and registered professional financial and real estate consultants and are fully qualified to perform the professional 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 Consultant as an independent contractor and Consultant desires to serve City to perform those professional 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 Consultant's Services 1.1. Scope of Services. In compliance with all terms, conditions and provisions of this Agreement, Consultant shall provide those professional services (collectively "Services") set forth in Consultant's proposal dated March 31, 2025 ("Proposal") attached hereto as Exhibit A and incorporated herein by this reference, all to City's reasonable satisfaction. The Services relate to a proposed residential project located at 4665 Lampson Avenue, in the City of Los Alamitos, that includes 246 residential units consisting of a variety of housing product types, including 55 single-family detached homes, 114 townhomes, and 77 for -rent multifamily apartment homes comprised of 76 units restricted to lower income and one unrestricted manager's unit (the "Project"). 1.2. Agreement Documents; Order of Precedence; Incorporation by RPfPrPnr.P 1.2.1. The Agreement Documents include this Agreement itself, and all of the following, which are attached hereto and incorporated herein by this reference: (i) the Proposal (Exhibit A). 2 of 23 City of Seal Beach Master Template Approved: 4/1/2004 2903192 1.2.2. In the event of any inconsistency or conflict between this Agreement and any Exhibit or incorporated documents, the order of precedence shall be as follows: (i) this Agreement; and then (ii) Exhibit A (Proposal), shall govern. In the event there is any conflict between the Agreement, on the one hand, and any of the Exhibits, on the other hand, the Agreement shall govern. 1.3. Standard of Care. As a material inducement to City to enter into this Agreement, Consultant hereby represents that it has the experience necessary to undertake the Services to be provided. In light of such status and experience, Consultant hereby covenants that it shall follow the customary professional standards in performing all Services. City relies upon the skill of Consultant, and Consultant's staff, if any, to do and perform the Services in a skillful, competent, and professional manner, and Consultant and Consultant's staff, shall perform the Services in such manner. Consultant shall, at all times, meet or exceed any and all applicable professional standards of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City. The acceptance of Consultant's work by City shall not operate as a release of Consultant from such standard of care and workmanship. 1.4. Familiarity with Services. By executing this Agreement, Consultant represents that, to the extent required by the standard of practice, Consultant (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. Consultant represents that Consultant, 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 Consultant discover any latent or unknown conditions, which will materially affect the performance of services, Consultant shall immediately inform City of such fact and shall not proceed except at Consultant's risk until written instructions are received from City's Representative. 1.5. Compliance with Laws. In performing this Agreement, Consultant shall comply with all applicable provisions of federal, state, and local law... 1.6. Additional Services. Consultant will not be compensated for any work performed not specified in the Scope of Services unless City authorizes such work in advance and in writing. The City Manager may authorize extra work to fund unforeseen conditions up to the amount approved at the time of award by the City Council. Payment for additional work in excess of this amount requires prior City Council authorization. 2.0 Term 3 of 23 City of Seal Beach Master Template Approved: 4/1/2004 2903192 2.1. The term of this Agreement shall commence on July 10, 2025, and shall remain in full force and effect until the services are concluded, unless sooner terminated as provided in Section 5.0 of this Agreement. 3.0 Consultant's Compensation 3.1. City will pay Consultant in accordance with the hourly rates shown on the fee schedule set forth in Exhibit A for the Services but in no event will City pay more than the total not -to -exceed amount of $16,500 (Sixteen Thousand Five Hundred dollars) for the Term. 4.0 Method of Payment 4.1. Consultant shall submit to City monthly invoices for all Services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end of the month during which the Services were rendered and shall describe in detail the Services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the Services performed for each day in the period. City will pay Consultant within 30 days of receiving Consultant's invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Consultant. 4.2. Upon 24-hour notice from City, Consultant shall allow City or City's agents or representatives to inspect at Consultant's offices during reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this Agreement. City's rights under this Section 4.2 shall survive for three (3) years following the termination of this Agreement. 5.0 Termination 5.1. Termination by City. 5.1.1. This Agreement may be terminated by City, without cause, upon giving Consultant 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 Consultant if Consultant fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy. 5.2. Termination by Consultant. This Agreement may be terminated by Consultant based on reasonable cause, by serving written notice of termination to City, provided that Consultant has first served City with a written notice of 4 of 23 City of Seal Beach Master Template Approved: 4/1/2004 2903192 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, Consultant shall cease all work under this Agreement upon the effective termination date. 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 Consultant is not then in breach, City shall pay Consultant 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 Consultant. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. In no event shall Consultant be entitled to payment for unperformed services or services within the Scope of Services performed prior to the effective date of this Agreement; and Consultant shall not be entitled to receive more than the amount that would be paid to Consultant for the full performance of the Services up to date of termination. Consultant 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 City Manager is City's representative for purposes of this Agreement. 6.2. Kevin Engstrom is Consultant's primary representative for purposes of this Agreement. Kevin Engstrom shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the Services hereunder. Consultant may not change its representative without the prior written approval of City, which approval shall not be unreasonably withheld. 7.0 Notices 7.1. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the United States Mail, first class postage prepaid and addressed to the party at the following addresses: To City: City of Seal Beach 211 -8th Street Seal Beach, California 90740 Attn: City Manager 5 of 23 City of Seal Beach Master Template Approved: 4/1/2004 2903192 To Consultant: Keyser Marston Associates, Inc. 777 South Figueroa Street, Suite 2555 Los Angeles, CA 90017 Attn: Kevin Engstrom 7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 8.0 Permits and Licenses Consultant and all of Consultant's employees and other personnel shall obtain and maintain during the Agreement term all necessary licenses, 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. Consultant is an independent contractor and not an employee of City. All work or other Services provided pursuant to this Agreement shall be performed by Consultant or by Consultant's employees or other personnel under Consultant's supervision. Consultant will determine the means, methods, and details by which Consultant's employees and other personnel will perform the Services. Consultant shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Services and compliance with the customary professional standards. 9.2. All of Consultant's employees and other personnel performing any of the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant and Consultant's personnel shall not supervise any of City's employees; and City's employees shall not supervise Consultant's personnel. Consultant's personnel shall not wear or display any City uniform, badge, identification number, or other information identifying such individual as an employee of City; and Consultant's personnel shall not use any City e-mail address or City telephone number in the performance of any of the Services under this Agreement. Consultant shall acquire and maintain at its sole cost and expense such vehicles, equipment and supplies as Consultant's personnel require to perform any of the Services required by this Agreement. Consultant shall perform all Services off of City premises at locations of Consultant's choice, except (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 Consultant's personnel to receive projects from City, review plans on file at City, pick up or deliver any work product related to Consultant's performance of any Services under this Agreement, or (iii) as may 6 of 23 City of Seal Beach Master Template Approved: 4/1/2004 2903192 be necessary to inspect or visit City locations and/or private property to perform such Services. City may make a computer available to Consultant from time to time for Consultant's personnel to obtain information about or to check on the status of projects pertaining to the Services under this Agreement. 9.3. In addition to all other provisions of this Agreement, Consultant shall be responsible for and pay all wages, salaries, benefits and other amounts due to Consultant's personnel in connection with their performance of any Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, other retirement or pension benefits, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Notwithstanding any other agency, State, or federal policy, rule, regulation, statute or ordinance to the contrary, Consultant and any of its officers, employees, agents, servants, subcontractors and volunteers 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. Consultant 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 Consultant's personnel practices. or to the extent arising from, caused by or relating to the violation of any of the provisions of this Section 9.0. In addition to all other remedies available under law, City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any direct costs, damages, and expenses amour due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this Section. This duty of indemnification is in addition to Consultant's duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. Consultant's covenants 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. Consultant agrees that, in providing its employees and any other personnel to City to perform any work or other Services under this Agreement, Consultant shall 7of23 City of Seal Beach Master Template Approved: 4/1/2004 2903192 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, Consultant shall assure compliance with regard to personnel who have active or inactive membership in PERS and to those who are retired annuitants and in performing this Agreement shall not assign or utilize any of its personnel in a manner that will cause City to be in violation of the PERL, PEPRA or any other applicable retirement laws and regulations. 10.2. Indemnification. To the maximum extent permitted by law, Consultant shall defend, indemnify and hold harmless City, its 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 Consultant's violation of any provisions of this Section 10.0. This duty of indemnification is in addition to Consultant's duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. Consultant'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, specifications, photographs, images, images, ideas, concepts, designs including but not limited to website designs, source code, object code, computer files, electronic data and/or files, other media of any kind whatsoever, and any other documents and written material of any kind, created, developed or used by Consultant 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 Consultant'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. Consultant shall not obtain or attempt to obtain copyright protection as to any of the Work Product. Consultant shall retain ownership of its proprietary computer models used in the performance of services under this Agreement, provided that City is granted a non-exclusive, perpetual license to use the outputs and deliverables generated by such models for the purposes of this Project and any related future work. 8 of 23 City of Seal Beach Master Template Approved: 4/1/2004 2903192 11.2. Consultant 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. Consultant warrants and represents that it has secured all necessary licenses, consents or approvals to use any instrumentality, thing or component as to which any intellectual property right exists, including computer software, used in the rendering of the Services and the production of all 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. Consultant 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, or any contractual provisions, or any laws relating to trade names, licenses, franchises, copyrights, patents or other means of protecting intellectual property rights and/or interests in products or inventions. Consultant shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked documents, materials, equipment, devices or processes in connection with its provision of the Services and 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, Consultant, 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. Consultant's covenants and obligations under this Section 11.0 shall survive the expiration and/or termination of this Agreement. 11.4. Upon expiration or termination of the Agreement, Consultant 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 Consultant prepares a document on a computer, Consultant shall provide City with said document both in a printed format and in an electronic format that is acceptable to City. 12.0 Confidentiality 12.1. Consultant 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. Consultant covenants that all Work Product (as defined in Subsection 11.1) and/or any other data, documents, writings, discussion or other information created, developed, received or provided by 9 of 23 City of Seal Beach Master Template Approved: 4/1/2004 2903192 Consultant in the performance of this Agreement are deemed confidential unless such information is in the public domain or already known to Consultant. Consultant 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. Consultant, its officers, employees, agents, servants, subcontractors and/or volunteers shall not without written authorization from the City Manager or unless requested in writing by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the Services performed under this Agreement or relating to any project or property located within City. Response to a subpoena or court order shall not be considered "voluntary," provided Consultant gives City timely notice of such court order or subpoena. 12.2. Consultant shall promptly notify City should Consultant, its officers, employees, agents, servants, subcontractors and/or volunteers be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder or with respect to any project or property located within City. City may, but has no obligation to, represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, City's right to review any such response does not imply or mean the right by City to control, direct or rewrite the response. 12.3. Consultant'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; and any subcontracting shall be at Consultant's sole cost and expense. Consultant is fully responsible to City for the performance of any and all subcontractors. Authorized subcontracts, if any, shall contain a provision making the subcontractor subject to all requirements of this Agreement, 14.0 Prohibition Against Assignment, Transfer or Delegation Consultant 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 10 of 23 City of Seal Beach Master Template Approved: 4/1/2004 2903192 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 Consultant shall maintain complete and accurate records with respect to all Services and other matters covered under this Agreement, including but expressly not limited to, all Services performed, salaries, wages, payroll, invoices, time cards, cost control sheets, costs, expenses, receipts and other records and Work Product with respect to this Agreement. Consultant shall maintain adequate records on the Services provided in sufficient detail to permit an evaluation of all Services in connection therewith. All such records shall be clearly identified and readily accessible. At all times during regular business hours, Consultant shall provide City with free access to such records, and the right to examine and audit the same and to make copies and transcripts as City deems necessary, and shall allow inspection of all program data, information, documents, proceedings and activities and all other matters related to the performance of the Services under this Agreement. Consultant shall retain all financial and program service records and all other records related to the Services and performance of this Agreement for at least three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. City's rights under this Section 15.0 shall survive for three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. 16.0 Safety Requirements All work performed under this Agreement shall be performed in such a manner as to provide safety to the public and to meet or exceed the safety standards outlined by CAL OSHA and other applicable state and federal laws. City may issue restraint or cease and desist orders to Consultant when unsafe or harmful acts are observed or reported relative to the performance of the Services. Consultant shall maintain the work sites free of hazards to persons and property resulting from its operations. Consultant shall immediately report to City any hazardous condition noted by Consultant. 17.0 Insurance 17.1. General Requirements. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to City that Consultant has secured all insurance required under this Section. 17.2. Minimum Scope and Limits of Insurance. Consultant shall, at its sole cost and expense, procure, maintain and keep in full force and effect for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement, as follows: 11 of 23 City of Seal Beach Master Template Approved: 4/1/2004 2903192 17.2.1. Commercial General Liability Insurance: Consultant 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 Consultant is a limited liability company, the commercial general liability coverage shall be amended so that Consultant and its managers, affiliates, employees, agents, servants, volunteers, those City agents serving as independent contractors in the role of City officials, and other persons necessary or incidental to its operation are insureds; 17.2.2. Automobile Liability Insurance: Consultant shall maintain limits no less than $1,000,000 per accident for bodily injury and property damage. Coverage shall be at least as broad as Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto).. 17.2.3. Workers' Compensation Insurance in the amount required by law; and Employer's Liability: with minimum limits of $1,000,000 per accident and in the aggregate for bodily injury or disease; 17.2.4. Professional Liability (or Errors and Omissions) Liability Insurance: Consultant shall maintain professional liability (or errors and omissions liability) insurance that covers the Services to be performed in connection with this Agreement, with minimum limits of $1,000,000 per claim/aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement. If a "claims made" policy is provided, then the policy shall be endorsed to provide an extended reporting period of not less than three years. 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. 17.3. Additional Insured. 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 Consultant, including materials, parts or equipment furnished in connection with such work. 12 of 23 City of Seal Beach Master Template Approved: 4/1/2004 2903192 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 Consultant or for which Consultant is responsible. 17.4.3. These additional insured provisions shall also apply to any excess/umbrella liability policies. 17.4. Cancellations or Modifications to Coverage. The insurance policies shall contain the following provisions, or Consultant 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; 17.5. 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 Consultant's scheduled underlying coverage and that any insurance or self-insurance maintained by City, its elected and appointed officials, officers, employees, agents. volunteers and those City agents serving as independent contractors in the role of City officials, shall be excess of Consultant's insurance and shall not be called upon to contribute with it; 17.6. 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. 17.7. Deductibles and Self -Insured Retentions. Any deductibles or self- insured retentions shall be declared to and approved by City. Consultant 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; 13 of 23 City of Seal Beach Master Template Approved: 4/1/2004 2903192 or (ii) Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 17.8. Waiver of Subrogation. Each insurance policy required by this Agreement shall expressly waive the insurer's right of subrogation against City and its elected and appointed officials, officers, employees, agents, servants, volunteers and those City agents serving as independent contractors in the role of City officials. Consultant hereby waives its own right of recovery and all rights of subrogation against City; and shall require similar express written waivers from any subcontractor. 17.9. Enforcement of Agreement Provisions (Non -Estoppel). Consultant acknowledges and agrees that any actual or alleged failure on City's part to inform Consultant of non-compliance with any insurance requirement does not impose additional obligations on City, nor does it waive any rights hereunder. 17.10. City Remedy for Noncompliance. If Consultant does not maintain the policies of insurance required under this Section in full force and effect during the term of this Agreement, or in the event any of Consultant's policies do not comply with the requirements under this Section, City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may, but has no duty to, take out the necessary insurance and pay, at Consultant's expense, the premium thereon. Consultant shall promptly reimburse City for any premium paid by City or City may withhold amounts sufficient to pay the premiums from payments due to Consultant. 17.11. Evidence of Insurance. Prior to the performance of Services under this Agreement, Consultant shall furnish City with original certificates of insurance and all original endorsements evidencing and effecting the coverages required under this Section on forms satisfactory to and approved by City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by City if requested. Consultant may provide complete, certified copies of all required insurance policies to City. Consultant shall maintain current endorsements on file with City's Risk Manager. All certificates and endorsements shall be received and approved by City before work commences. City also reserves the right to require complete, certified copies of all required insurance policies, at any time. Consultant shall also provide proof to City that insurance policies expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Consultant shall furnish such proof at least two weeks prior to the expiration of the coverages. 17.12. Indemnity Requirements Not Limiting. Procurement of insurance by Consultant shall not be construed as a limitation of Consultant's liability or as full performance of Consultant's duties under any provision of this Agreement. 14 of 23 City of Seal Beach Master Template Approved: 4/1/2004 2903192 17.13. Broader Coverage/Higher Limits. No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of Consultant under this Agreement. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Services. If Consultant maintains broader coverage and/or higher limits than the minimums required above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. 17.14. Subcontractor Insurance Requirements/Pass-Through Clause. Consultant shall require each of its subconsultants and/or subcontractors that perform Services under this Agreement to maintain insurance coverage that meets all of the requirements of this Section. Consultant 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. Consultant agrees to submit all agreements with consultants, subcontractors, and others engaged in the Services upon City's request. 17.15. Timely Notice of Claims. Consultant shall give City prompt and timely notice of demands or claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement, and that involve or may involve coverage under any of the required insurance policies. 18.0 Indemnification, Hold Harmless, and Duty to Defend 18.1. Indemnities. 18.1.1. To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, protect, defend, hold harmless and indemnify City and its elected and appointed officials, officers, attorneys, agents, employees, servants, volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively "Indemnitees" in this Section 18.0), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, bid protests, stop notices, liens and losses of any nature whatsoever, including but not limited to fees of accountants, attorneys and other professionals, and all direct costs, damages, and expenses associated therewith, add the payment of all ^nsequeRtial damages (collectively "Claims"), in law or equity, whether actual, alleged or threatened, to property or persons, including but not limited to, bodily injury, death, personal injury and property damage, in any manner arising out of, claimed to arise out of, pertaining to, or relating to the breach of this Agreement and/or any acts, errors, omissions, negligence or willful misconduct of Consultant, its officers, agents, servants, employees, contractors, subcontractors, subconsultants, materialmen, or suppliers, or their officers, 15 of 23 City of Seal Beach Master Template Approved: 4/1/2004 2903192 agents, servants or employees (or any entity or individual for whom Consultant 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. Consultant shall defend the Indemnitees in any action or actions filed in connection with the negligent acts, errors, or omissions of Consultant in performance of services under this agreement any with counsel of the Indemnitees' choice, and shall pay all costs and expenses, including all attorneys' fees and experts' costs actually incurred in connection with such defense. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by the Indemnitees in connection therewith. 18.1.2. Consultant shall defend, indemnify and hold harmless City in accordance with Sections 9.0 and 10.0. 18.2. Subcontractor Indemnification. Consultant shall obtain executed indemnity agreements with provisions identical to those in this Section 18.0 from each and every subcontractor, subconsultant, or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. If Consultant fails to obtain such indemnities, Consultant shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Claims in law or equity, whether actual, alleged or threatened, arising out of, are claimed to arise out of, pertaining to, or relating to, the breach of this Agreement, any acts, errors, omissions, negligence or willful misconduct of Consultant's subcontractor, its officers, agents, servants, employees, materialmen, contractors, subcontractors and/or subconsultants, or their officers, agents, servants or employees (or any entity or individual for whom Consultant's subcontractor shall bear legal liability) in the performance of the Services 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. 18.3. Workers' Compensation Acts Not Limiting. Consultant's indemnification obligations under this Section, or any other provision of this Agreement, shall not be limited by the provisions of any workers' compensation act or similar act. Consultant expressly waives its statutory immunity under such statutes or laws as to City, its elected and appointed officials, officers, agents, employees, servants, volunteers and those City agents serving as independent contractors in the role of City officials. 18.4. Insurance Requirements Not Limiting. City does not, and shall not, waive any rights that it may possess against Consultant because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. The indemnities and obligations in this Agreement shall apply regardless of whether or not any insurance policies are 16 of 23 City of Seal Beach Master Template Approved: 4/1/2004 2903192 determined to be applicable to the Claims or Liabilities asserted against City or any of the other Indemnitees. 18.5. Survival of Terms. Consultant's covenants and obligations under this Section 18.0 shall survive the expiration or termination of this Agreement. 19.0 Non -Discrimination and Equal Employment Opportunity Consultant affirmatively represents that it is an equal opportunity employer. In the performance of this Agreement, Consultant covenants that it shall not discriminate, harass or retaliate against any of its employee, applicants for employment, contractors, subcontractors or subconsultants because of race, religion, color, national origin, handicap, ancestry, sex, gender, sexual orientation, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, military or veteran status, or any other basis prohibited by law. Consultant further covenants that in the performance of this Agreement, Consultant shall not discriminate, harass or retaliate against any of City's elected or appointed officials, officers, employees, consultants, contractors, subcontractors, or subconsultants on any such basis prohibited by law. 20.0 Labor Certification By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 21.0 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, Consultant shall comply in all respects with all applicable provisions of the California Labor Code. 22.0 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. 23.0 Severability 17 of 23 City of Seal Beach Master Template Approved: 4/1/2004 2903192 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. 24.0 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 additional services, disputed work, claims and/or changed conditions, Consultant 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 additional services, disputed work, claims, and/or changed conditions have been followed by Consultant. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant shall be barred from bringing and maintaining a lawsuit against City. 25.0 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 this Agreement (whether contract, tort or both). 26.0 Non -Exclusive Agreement Consultant acknowledges that City may enter into agreements with other consultants for services encompassed by or similar to the services that are subject to this Agreement or may have its own employees perform services encompassed by or similar to those services contemplated by this Agreement. 27.0 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. 28.0 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 18 of 23 City of Seal Beach Master Template Approved: 4/1/2004 2903192 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, failure of a condition, or right or remedy, or (iii) deemed to constitute a continuing waiver unless the writing expressly so states. 29.0 Prohibited Interests; Conflict of Interest 29.1. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant "financially interested" (as provided in California Government Code §§ 1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained. 29.2. Consultant further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Nor has Consultant paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift. 29.3. Consultant warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, non - contractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in this Section. 30.0 Final Payment Acceptance Constitutes Release The acceptance by Consultant of the final payment made under this Agreement shall operate as and be a release of City from all claims and liabilities for compensation to Consultant for anything done, furnished or relating to Consultant's work or services. Acceptance of payment shall be any negotiation 19 of 23 City of Seal Beach Master Template Approved: 4/1/2004 2903192 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 Consultant, its employees, agents, servants, volunteers and/or subcontractors for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by City for any defect or error in the work prepared by Consultant, its employees, agents, servants, volunteers, and/or subcontractors. 31.0 Corrections In addition to the indemnification obligations set forth above, Consultant shall at its own expense, correct, at its expeR6o, all errors in the work product arising from the performance of services under the agreed upon scope of services, which may be disclosed during City's review of Consultant's report or plans. Should Consultant fail to make such correction in a reasonably timely manner, such correction may be made by City, and the cost thereof shall be charged to Consultant. In addition to all other available remedies, City may deduct the cost of such correction from any retention amount held by City or may withhold payment otherwise owed Consultant under this Agreement up to the amount of the cost of correction. 32.0 Non -Appropriation of Funds Payments to be made to Consultant by City for any Services performed within the current fiscal year are within the current fiscal budget and within an available, unexhausted fund. In the event that City does not appropriate sufficient funds for payment of Consultant's Services beyond the current fiscal year, this Agreement shall cover payment for Consultant's Services only to the conclusion of the last fiscal year in which City appropriates sufficient funds and shall automatically terminate at the conclusion of such fiscal year. 33.0 Mutual Cooperation 33.1. City's Cooperation. City shall provide Consultant with all pertinent Data, documents and other requested information as is reasonably available for Consultant's proper performance of the Services required under this Agreement. 33.2. Consultant's Cooperation. Consultant agrees to work closely and cooperate fully with City's representative and any other agencies that may have jurisdiction or interest in the work to be performed. In the event any claim or action is brought against City relating to Consultant's performance of Services rendered under this Agreement, Consultant shall render any reasonable assistance that City requires. 20 of 23 City of Seal Beach Master Template Approved: 4/1/2004 2903192 34.0 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. 35.0 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. 36.0 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. 37.0 Corporate Authority The person executing this Agreement on behalf of Consultant warrants that he or she is duly authorized to execute this Agreement on behalf of said party and that by his or her execution, Consultant is formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. 21 of 23 City of Seal Beach Master Template Approved: 4/1/2004 2903192 CITY OF SEAL BEACH CONSULTANT: Keyser Marston Associates, Inc., a California corporation By: Patrick Gallegos, City M ager By: Attest: Name: Kevin Engstrom Its: Chief Financial Officer loris D. Harper, City Clerk By: ` Name: Tim Bretz Approved as to Form: mo�- Its: Assistant Secretary (Please note, two signatures required By:-';� z4i� for corporations pursuant to California Nicholas R. Ghirelli, City Attorney Corporations Code Section 313 from each of the following categories: (i) the chairperson of the board, the president or any vice president, and (ii) the secretary, any assistant secretary, the chief financial officer or any assistant treasurer of such corporation.) PROOF OF AUTHORITY TO BIND CONTRACTING PARTY REQUIRED 22 of 23 City of Seal Beach Master Template Approved: 12/1/2023 2895843 EXHIBIT A SCOPE OF SERVICES (Consultant's Proposal dated March 31, 2025) City of Seal Beach Master Template Approved: 12/1/2023 2895843 vyV,BRArI C KEYSER MARSTON ASSOCIATES Los ANGELES Dear Mr. Ghirelli: Kathleen H. Head James A. Rabe Gregory D. Soo -Hoo Keyser Marston Associates, Inc. (KMA) is pleased to submit the following proposal to Kevin E. Engstrom provide economic consulting services to the City of Seal Beach (City). As KMA Julie L. Romey Tim R. Bretz understands the situation, the City would like to evaluate the potential fiscal impact of a SAN DIEGO proposed residential project located at 4556 Lampson in the City of Los Alamitos that Paul C. Marra Linnie A. Gavino includes a mix of 246 for sale and rental units — including 77 affordable units (Project). With this understanding, KMA is pleased to submit the following letter proposal to the City, which is organized as follows: 1. KMA's relevant qualifications are summarized; 2. The proposed scope of services is described; and 3. The proposed budget for the engagement is provided. STATEMENT OF QUALIFICATIONS Description of the Firm KMA is a full-service real estate, financial, and economic consulting firm specializing in real estate advisory and evaluation services. KMA is a privately held corporation that was founded in 1973. We have one of the largest real estate advisory practices on the West Coast, and the majority of KMA assignments involve long-standing client relationships. 777 SOUTH FIGUEROA STREET, SUITE 2555 , LOS ANGELES, CALIFORNIA 90017 PHONE 213.622.8095 W W W.KEYSERMARSTON.COM 2503013v2: KMA: kee 99900.000.002 March 31, 2025 ADVISORS IN: Real Estate Nick Ghirelli Affordable Housing Economic Development City of Seal Beach BERKELEY 211 Eighth Street A. Jerry Keyser Timothy C. Kelly Seal Beach, California 90740 Debbie M. Kern David Doezema Los ANGELES Dear Mr. Ghirelli: Kathleen H. Head James A. Rabe Gregory D. Soo -Hoo Keyser Marston Associates, Inc. (KMA) is pleased to submit the following proposal to Kevin E. Engstrom provide economic consulting services to the City of Seal Beach (City). As KMA Julie L. Romey Tim R. Bretz understands the situation, the City would like to evaluate the potential fiscal impact of a SAN DIEGO proposed residential project located at 4556 Lampson in the City of Los Alamitos that Paul C. Marra Linnie A. Gavino includes a mix of 246 for sale and rental units — including 77 affordable units (Project). With this understanding, KMA is pleased to submit the following letter proposal to the City, which is organized as follows: 1. KMA's relevant qualifications are summarized; 2. The proposed scope of services is described; and 3. The proposed budget for the engagement is provided. STATEMENT OF QUALIFICATIONS Description of the Firm KMA is a full-service real estate, financial, and economic consulting firm specializing in real estate advisory and evaluation services. KMA is a privately held corporation that was founded in 1973. We have one of the largest real estate advisory practices on the West Coast, and the majority of KMA assignments involve long-standing client relationships. 777 SOUTH FIGUEROA STREET, SUITE 2555 , LOS ANGELES, CALIFORNIA 90017 PHONE 213.622.8095 W W W.KEYSERMARSTON.COM 2503013v2: KMA: kee 99900.000.002 Nick Ghirelli City of Seal Beach KMA's services fall within the following general areas: • Real Estate Evaluation and Transaction Services • Strategic Planning and Economic Development Services • Affordable Housing • Valuation and Litigation Support • Fiscal Impact Analyses • Infrastructure and Public Finance Structuring March 31, 2025 Page 2 The increased complexities of real estate transactions demand a strong technical understanding of market opportunities and constraints. KMA can provide services that are grounded in a fundamental understanding of the Southern California real estate market, valuations and investment financing. Unique characteristics possessed by KMA include: Experience KMA has over 40 years of experience assisting clients throughout the West in real estate market and evaluation services; negotiation services; structuring public/private transactions; and project implementation services. Cost Effectiveness KMA can be cost effective for our clients given our ability to provide comprehensive services relating to market and financial feasibility, economic analysis, direct implementation experience and public finance without the need for multiple consultants. Commitment KMA offers the commitment of principals who are recognized leaders in real estate advisory services throughout California. This philosophy and structure provides clients with maximum direct contact with the firm's principals. 2503013v2: KMA: kee 99900.000.002 Nick Ghirelli City of Seal Beach SCOPE OF WORK March 31, 2025 Page 3 To evaluate the potential fiscal impact of the proposed Project, the KMA scope of services is provided below: 1. Review proposed development program and unit types. 2. Identify key questions and requested inputs from City. 3. Research market comparables and relevant data sources (e.g. CoStar) for the proposed unit types, including pricing of new for sale homes, apartment rents and apartment building values. 4. Estimate home sales prices, apartment rents and apartment building values for the Project. 5. Prepare population projections for the Project based on typical household sizes. 6. Estimate household income levels based on Project sales prices and rents. 7. Prepare public revenue projections, including: a. Project assessed value; b. Property taxes for each taxing entity; c. Subvention revenues (e.g., motor vehicle in -lieu fees); d. Sales tax revenues generated by residents, and; e. Other projected revenues. 2503013v2: KMA: kee 99900.000.002 Nick Ghirelli City of Seal Beach March 31, 2025 Page 4 8. Review and analyze City documents to identify the cost experience and current annual operating expenses incurred to serve existing population. Work with City to identify potential service costs associated with the Project. 9. Based on the foregoing research, KMA will prepare a fiscal analysis that estimates: a. Market pricing and assessed value for the Project. b. Potential local public revenues (e.g. property taxes, sales tax, etc.) generated by the Project. c. Estimate of potential City revenue and service costs. 10. Summarize the key findings of the analysis in a brief memorandum with accompanying tables. BUDGET & SCHEDULE Given the nature of the assignment, the study would be prepared for a budget of $16,500. KMA anticipates a draft review of the Study would be available within five weeks of receiving authorization to proceed and our receipt of any information requested from the City and Developer. For the purposes of this analysis, KMA does not anticipate attending any in-person meetings, but will be available for three virtual meetings. Any additional meetings or appearances at public hearings or meetings will be billed on a time -and -expenses basis in accordance with the following rate schedule. 2503013v2:KMA:kee 99900.000.002 Nick Ghirelli City of Seal Beach March 31, 2025 Page 5 Billing Rate Schedule Chairman, President, Managing Principals $305.00 Senior Principals $295.00 Principals $275.00 Managers $245.00 Senior Associates $205.00 Associates $185.00 Senior Analysts $170.00 Analysts $145.00 Technical Staff $105.00 Administrative Staff $90.00 KMA appreciates the opportunity to submit this proposal. Please do not hesitate to contact us if this proposal can be modified to better meet your needs. Sincerely, Keyser Marston Associates, Inc. Kevin Engstrom Senior Principal 2503013v2: KMA: kee 99900.000.002 ACRO® CERTIFICATE OF LIABILITY INSURANCE DATE(Y) 11/30/2024 / THIS CERTIFICATE IS ISSUED ASA 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 Symphony Risk Solutions, LLC 2425 N Central Expy Suite 900 Richardson TX 75080 NAME: CONTACT Halidee Callejas A/CONNo Ext): (972) 864-0400 FA,c, No): (972) 278-8400 gDDRESS: hcallejas@symphonyrisk.com INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Massachusetts Bay Insurance Co. 22306 INSURED Keyser Marston Associates, Inc. 1299 4th Street Suite 408 San Rafael CA 94901 INSURER B: Allmerica Financial Benefit Ins. Co. 41840 INSURER C: Scottsdale Indemnity Company 15580 INSURER D: INSURER E: INSURER F ­11—!`COTI CI!`ATC M!111110G0- LUL4-LUL.7 Kr V171UIY mul 161MK: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH 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. I LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER MMIDDY/YYYYFF POLICY EXP MM/DD/YYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED PREMISES Ea occurrence $ 100,000 CLAIMS -MADE 7 OCCUR MED EXP (Any one person) $ 10,000 A Y Y ZDFA49104910 12/01/2024 12/01/2025 PERSONAL &ADV INJURY $ 1,000,000 GEN'LAGGREGATE LIMITAPPLIES PER GENERAL AGGREGATE $ 2,000,000 Included PRODUCTS PRO POLICY � JECT❑LOC OTHER: AUTOMOBILE LIABILITY EO a.,daDt SINGLE LIMIT $ 1,000,000 BODILY INJURY (Per person) $ X ANY AUTO BODILY INJURY (Per accident) $ B OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED X AUTOS ONLY X AUTOS ONLY X Coll $500 X Comp $500 Y Y AWFA490049 12/01/2024 12/01/2025 PROPERTY DAMAGE $ Per accident Uninsured motorist $ 1,000,000 X UMBRELLALIAB X OCCUR EACHOCCURRENCE S 4,000,000 AGGREGATE $ 4,000,000 A EXCESS LIAB CLAIMS -MADE Y Y UHFA49117110 12/01/2024 12/01/2025 DED I X1 RETENTION S 0'00 $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) NIA PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE -POLICY LIMIT $ If yes, describe under DESCRIPTION OF OPERATIONS below Each Claim $2,000,000 C Professional Liability Retention $50,000 EKI3550800 12/01/2024 12/01/2025 Aggregate Limit $4,000,000 Retro Date 11/11/1976 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Seal Beach, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents acting as independent contractors in the role of City officials are named as additional insureds as respects their interests may appear per written contract. This Insurance is primary and non-contributory. Severability of interests applies. Waiver of Subrogation applies. 30 days notice of cancellation/10 days for non-payment of premium CERTIFICATE HOLDER L ANI.CLLA11UII 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 Attn: City Manager AUTHORIZED REPRESENTATIVE 211 -8th Street Seal Beach CA 90740 ^4.6w • _a lJ IJOO-LV 1.7 My. ..+ •.... •.• • •••• ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD Policy No ZDFA49104910 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART ci ieeenenv r1G r11VFRAr,FS 1. Additional Insured by Contract, Agreement or Permit Included 2. Additional Insured — Primary and Non -Contributory Included 3. Blanket Waiver of Subrogation Included 4. Bodily Injury Redefined Included 5. Broad Form Property Damage — Borrowed Equipment, Customers Goods & Use of Elevators Included 6. Knowledge of Occurrence Included 7. Liberalization Clause Included 8. Medical Payments — Extended Reporting Period Included 9. Newly Acquired or Formed Organizations - Covered until end of policy period Included 10. Non -owned Watercraft 51 ft. 11. Supplementary Payments Increased Limits - Bail Bonds $2,500 - Loss of Earnings $1000 12. Unintentional Failure to Disclose Hazards Included 13. Unintentional Failure to Notify Included This endorsement amends coverages provided under the Commercial General Liability Coverage Part through new coverages, higher limits and broader coverage grants. Additional Insured by Contract, Agreement or Permit The following is added to SECTION II — WHO IS AN INSURED: Additional Insured by Contract, Agreement or Permit a. Any person or organization with whom you agreed in a written contract, written agreement or permit that such person or organization to add an additional insured on your policy is an additional insured only with respect to liability for "bodily injury", "property damage", or "personal and advertising injury' caused, in whole or in part, by your acts or omissions, or the acts or omissions of those acting on your behalf, but only with respect to: (1) "Your work" for the additional insured(s) designated in the contract, agreement or permit; (2) Premises you own, rent, lease or occupy; or (3) Your maintenance, operation or use of equipment leased to you. b. The insurance afforded to such additional insured described above: (1) Only applies to the extent permitted by law; and (2) Will not be broader than the insurance which you are required by the contract, agreement or permit to provide for such additional insured. 421-2915 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 4 c (3) Applies on a primary basis if that is required by the written contract, written agreement or permit. (4) Will not be broader than coverage provided to any other insured. (5) Does not apply if the "bodily injury', "property damage" or "personal and advertising injury' is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto. This provision does not apply: (1) Unless the written contract or written agreement was executed or permit was issued prior to the "bodily injury", "property damage", or "personal injury and advertising injury'. (2) To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. (3) To any lessor of equipment: (a) After the equipment lease expires; or (b) If the "bodily injury', "property damage", "personal and advertising injury' arises out of sole negligence of the lessor (4) To any: (a) Owners or other interests from. whom land has been leased which takes place after the lease for the land ex- pires; or (b) Managers or lessors of premises if: (i) The occurrence takes place after you cease to be a tenant in that premises; or (ii) The "bodily injury', "property damage", "personal injury' or "advertising injury" arises out of structural alterations, new con- struction or demolition operations performed by or on behalf of the manager or lessor. (5) To "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury' or "property damage" or the offense which caused the "personal and ZDF A491049 5701518 advertising injury' involved the rendering of or failure to render any professional services by or for you. d. With respect to the insurance afforded to these additional insureds, the following is added to SECTION III — LIMITS OF INSURANCE: The most we will pay on behalf of the additional insured for a covered claim is the lesser of the amount of insurance: 1. Required by the contract, agreement or permit described in Paragraph a.; or 2. Available under the applicable Limits of Insurance shown in the Declarations. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. 2. Additional Insured — Primary and Non - Contributory The following is added to SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 4. Other insurance: Additional Insured — Primary and Non - Contributory If you agree in a written contract, written agreement or permit that the insurance provided to any person or organization included as an Additional Insured under SECTION II — WHO IS AN INSURED, is primary and non-contributory, the following applies: If other valid and collectible insurance is available to the Additional Insured for a loss covered under Coverages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary to other insurance that is available to the Additional Insured which covers the Additional Insured as a Named Insured. We will not seek contribution from any other insurance available to the Additional Insured except: (1) For the sole negligence of the Additional Insured; (2) When the Additional Insured is an Additional Insured under another primary liability policy; or (3) when b. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in c. below. 421-2915 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 4 b. Excess Insurance (1) This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (a) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (b) That is Fire insurance for premises rented to the Additional Insured or temporarily occupied by the Additional Insured with permission of the owner; (c) That is insurance purchased by the Additional Insured to cover the Additional Insured's liability as a tenant for "property damage" to premises rented to the Additional Insured or temporarily occupied by the Additional with permission of the owner; or (d) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of SECTION I — COVERAGE A — BODILY INURY AND PROPERTY DAMAGE LIABILITY. (2) When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. (3) When this insurance is excess over other Insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. ZDF A491049 5701518 insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers 3. Blanket Waiver of Subrogation The following is added to SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damage under this coverage form. The damage must arise out of your activities under a written contract with that person or organization. This waiver applies only to the extent that subrogation is waived under a written contract executed prior to the "occurrence" or offense giving rise to such payments. 4. Bodily Injury Redefined SECTION V — DEFINITIONS, Definition 3. "bodily injury" is replaced by the following: 3. "Bodily injury" means bodily injury, sickness or disease sustained by a person including death resulting from any of these at any time. "Bodily injury" includes mental anguish or other mental injury resulting from "bodily injury". 5. Broad Form Property Damage — Borrowed Equipment, Customers Goods, Use of Elevators a. SECTION I — COVERAGES, COVERAGE A — BODILIY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions subparagraph j. is amended as follows: Paragraph (4) does not apply to "property damage" to borrowed equipment while at a jobsite and not being used to perform operations. Paragraphs (3), (4) and (6) do not apply to "property damage" to "customers goods" while on your premises nor do they apply to the use of elevators at premises you own, rent, lease or occupy. b. The following is added to SECTION V — DEFINTIONS: c. Method Of Sharing 24. "Customers goods" means property of If all of the other insurance permits your customer on your premises for the contribution by equal shares, we will follow this purpose of being: method also. Under this approach each 421-2915 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 4 a. worked on; or b. used in your manufacturing process c. The insurance afforded under this provision is excess over any other valid and collectible property insurance (including deductible) available to the insured whether primary, excess, contingent 6. Knowledge of Occurrence The following is added to SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. Duties in the Event of Occurrence, Offense, Claim or Suit: e. Notice of an 'occurrence", offense, claim or "suit" will be considered knowledge of the insured if reported to an individual named insured, partner, executive officer or an "employee" designated by you to give us such a notice. 7. Liberalization Clause The following is added to SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: Liberalization Clause If we adopt any revision that would broaden the coverage under this Coverage Form without additional premium, within 45 days prior to or during the policy period, the broadened coverage will immediately apply to this Coverage Part. 8. Medical Payments — Extended Reporting Period a. SECTION I — COVERAGES, COVERAGE C — MEDICAL PAYMENTS, Paragraph 1. Insuring Agreement, subparagraph a.(3)(b) is replaced by the following: (b) The expenses are incurred and reported to us within three years of the date of the accident; and b. This coverage does not apply if COVERAGE C — MEDICAL PAYMENTS is excluded either by the provisions of the Coverage Part or by endorsement. Newly Acquired Or Formed Organizations SECTION II — WHO IS AN INSURED, Paragraph 3.a. is replaced by the following: a. Coverage under this provision is afforded until the end of the policy period. ZDF A491049 5701518 10. Non -Owned Watercraft SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions, subparagraph g.(2) is replaced by the following: g. Aircraft, Auto Or Watercraft (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to carry persons or property for a charge; This provision applies to any person who, with your consent, either uses or is responsible for the use of a watercraft. 11. Supplementary Payments Increased Limits SECTION I — SUPPLEMENTARY PAYMENTS COVERAGES A AND B, Paragraphs 1.b. and 1.d. are replaced by the following: 1.b.Up to $2,500 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. 1.d.All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit', including actual loss of earnings up to $1000 a day because of time off from work. 12. Unintentional Failure to Disclose Hazards The following is added to SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 6. Representations: We will not disclaim coverage under this Coverage Part if you fail to disclose all hazards existing as of the inception date of the policy provided such failure is not intentional. 13. Unintentional Failure to Notify The following is added to SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. Duties in the Event of Occurrence, Offense, Claim or Suit: Your rights afforded under this policy shall not be prejudiced if you fail to give us notice of an "occurrence", offense, claim or "suit', solely due to your reasonable and documented belief that the "bodily injury" or "property damage" is not covered under this policy. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. 421-2915 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 4 Keyser Marston Associates, Inc Policy No: AWFA490049 COMMERCIAL AUTO CA 00 01 03 06 BUSINESS AUTO COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we", "us" and "our" refer to the Company pro- viding this insurance. Other words and phrases that appear in quotation marks have special meaning. Refer to Section V — Definitions. SECTION I — COVERED AUTOS Item Two of the Declarations shows the "autos" that are covered "autos" for each of your coverages. The following numerical symbols describe the "autos" that may be covered "autos". The symbols entered next to a coverage on the Declarations designate the only "autos" that are covered "autos". A. Description Of Covered Auto Designation Symbols Symbol Description Of Covered Auto Designation Symbols 1 An "Auto" 2 Owned "Autos" Only those "autos" you own (and for Liability Coverage any "trailers" you don't own Only while attached to power units you own). This includes those "autos" you acquire ownership of after the policy begins. 3 Owned Private Only the private passenger "autos" you own. This includes those private passenger Passenger "autos" you acquire ownership of after the policy begins. "Autos" Only 4 Owned "Autos" Only those "autos" you own that are not of the private passenger type (and for Li - Other Than Pri- ability Coverage any "trailers" you don't own while attached to power units you vate Passenger own). This includes those "autos" not of the private passenger type you acquire "Autos" Only ownership of after the policy begins. 5 Owned "Autos" Only those "autos" you own that are required to have No -Fault benefits in the state Subject To No- where they are licensed or principally garaged. This includes those "autos" you ac - Fault quire ownership of after the policy begins provided they are required to have No - Fault benefits in the state where they are licensed or principally garaged. 6 Owned "Autos" Only those "autos" you own that because of the law in the state where they are li- Subject To A censed or principally garaged are required to have and cannot reject Uninsured Compulsory Un- Motorists Coverage. This includes those "autos" you acquire ownership of after the insured Motor- policy begins provided they are subject to the same state uninsured motorists re- ists Law quirement. 7 Specifically De- Only those "autos" described in Item Three of the Declarations for which a pre- scribed "Autos" mium charge is shown (and for Liability Coverage any "trailers" you don't own while attached to any power unit described in Item Three). 8 Hired "Autos" Only those "autos" you lease, hire, rent or borrow. This does not include any "auto" Only you lease, hire, rent, or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company) or members of their households. 9 Nonowned Only those "autos" you do not own, lease, hire, rent or borrow that are used in con - "Autos" Only nection with your business. This includes "autos" owned by your "employees", part- ners (if you are a partnership), members (if you are a limited liability company), or members of their households but only while used in your business or your personal affairs. CA 00 01 03 06 0 ISO Properties, Inc., 2005 Page 1 of 12 0 Keyser Marston Associates, Inc Policy No: AWFA490049 19 Mobile Equip- Only those "autos" that are land vehicles and that would qualify under the definition ment Subject To of "mobile equipment" under this policy if they were not subject to a compulsory or Compulsory Or financial responsibility law or other motor vehicle insurance law where they are li- Financial Re- censed or principally garaged. sponsibility Or Other Motor Ve- hicle Insurance Law Only B. Owned Autos You Acquire After The Policy Begins 1. If Symbols 1, 2, 3, 4, 5, 6 or 19 are entered next to a coverage in Item Two of the Declara- tions, then you have coverage for "autos" that you acquire of the type described for the re- mainder of the policy period. 2. But, if Symbol 7 is entered next to a coverage in Item Two of the Declarations, an "auto" you acquire will be a covered "auto" for that cover- age only if: a. We already cover all "autos" that you own for that coverage or it replaces an "auto" you previously owned that had that cover- age; and b. You tell us within 30 days after you acquire it that you want us to cover it for that cover- age. C. Certain Trailers, Mobile Equipment And Temporary Substitute Autos If Liability Coverage is provided by this Coverage Form, the following types of vehicles are also cov- ered "autos" for Liability Coverage: 1. "Trailers" with a load capacity of 2,000 pounds or less designed primarily for travel on public roads. 2. "Mobile equipment" while being carried or towed by a covered "auto". 3. Any "auto" you do not own while used with the permission of its owner as a temporary substi- tute for a covered "auto" you own that is out of service because of its: a. Breakdown; b. Repair; c. Servicing; d. "Loss"; or e. Destruction. SECTION II — LIABILITY COVERAGE A. Coverage We will pay all sums an "insured" legally must pay as damages because of "bodily injury" or "property damage" to which this insurance applies, caused by an "accident" and resulting from the ownership, maintenance or use of a covered "auto". We will also pay all sums an "insured" legally must pay as a "covered pollution cost or expense" to which this insurance applies, caused by an "acci- dent" and resulting from the ownership, mainte- nance or use of covered "autos". However, we will only pay for the "covered pollution cost or ex- pense" if there is either "bodily injury" or "property damage" to which this insurance applies that is caused by the same "accident". We have the right and duty to defend any "insured" against a "suit" asking for such damages or a "covered pollution cost or expense". However, we have no duty to defend any "insured" against a "suit" seeking damages for "bodily injury" or "prop- erty damage" or a "covered pollution cost or ex- pense" to which this insurance does not apply. We may investigate and settle any claim or "suit" as we consider appropriate. Our duty to defend or settle ends when the Liability Coverage Limit of Insur- ance has been exhausted by payment of judg- ments or settlements. 1. Who Is An Insured The following are "insureds": a. You for any covered "auto". b. Anyone else while using with your permis- sion a covered "auto" you own, hire or bor- row except: (1) The owner or anyone else from whom you hire or borrow a covered "auto". This exception does not apply if the covered "auto" is a "trailer" connected to a cov- ered "auto" you own. Page 2 of 12 © ISO Properties, Inc., 2005 CA 00 01 03 06 0 Keyser Marston Associates, Inc Policy No: AWFA490049 (2) Your "employee" if the covered "auto" is owned by that "employee" or a member of his or her household. (3) Someone using a covered "auto" while he or she is working in a business of selling, servicing, repairing, parking or storing "autos" unless that business is yours. (4) Anyone other than your "employees", partners (if you are a partnership), members (if you are a limited liability company), or a lessee or borrower or any of their "employees", while moving property to or from a covered "auto". (5) A partner (if you are a partnership), or a member (if you are a limited liability company) for a covered "auto" owned by him or her or a member of his or her household. c. Anyone liable for the conduct of an "in- sured" described above but only to the ex- tent of that liability. 2. Coverage Extensions a. Supplementary Payments We will pay for the "insured": (1) All expenses we incur. (2) Up to $2,000 for cost of bail bonds (in- cluding bonds for related traffic law vio- lations) required because of an "acci- dent" we cover. We do not have to fur- nish these bonds. (3) The cost of bonds to release attach- ments in any "suit" against the "insured" we defend, but only for bond amounts within our Limit of Insurance. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $250 a day be- cause of time off from work. (5) All costs taxed against the "insured" in any "suit" against the "insured" we de- fend. (6) All interest on the full amount of any judgment that accrues after entry of the judgment in any "suit" against the "in- sured" we defend, but our duty to pay in- terest ends when we have paid, offered to pay or deposited in court the part of the judgment that is within our Limit of Insurance. These payments will not reduce the Limit of Insurance. b. Out -Of -State Coverage Extensions While a covered "auto" is away from the state where it is licensed we will: (1) Increase the Limit of Insurance for Li- ability Coverage to meet the limits speci- fied by a compulsory or financial re- sponsibility law of the jurisdiction where the covered "auto" is being used. This extension does not apply to the limit or limits specified by any law governing motor carriers of passengers or prop- erty. (2) Provide the minimum amounts and types of other coverages, such as no- fault, required of out-of-state vehicles by the jurisdiction where the covered "auto" is being used. We will not pay anyone more than once for the same elements of loss because of these extensions. B. Exclusions This insurance does not apply to any of the follow- ing: 1. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the "in- sured". in- sured". 2. Contractual Liability assumed under any contract or agree- ment. But this exclusion does not apply to liability for damages: a. Assumed in a contract or agreement that is an "insured contract" provided the "bodily in- jury" or "property damage" occurs subse- quent to the execution of the contract or agreement; or b. That the "insured" would have in the ab- sence of the contract or agreement. 3. Workers' Compensation Any obligation for which the "insured" or the "insured's" insurer may be held liable under any workers' compensation, disability benefits or unemployment compensation law or any similar law. 4. Employee Indemnification And Employer's Liability "Bodily injury" to: a. An "employee" of the "insured" arising out of and in the course of: (1) Employment by the "insured"; or CA 00 0103 06 0 ISO Properties, Inc., 2005 Page 3 of 12 0 Keyser Marston Associates, Inc Policy No: AWFA490049 (2) Performing the duties related to the con- duct of the "insured's" business; or b. The spouse, child, parent, brother or sister of that "employee" as a consequence of Paragraph a. above. This exclusion applies: (1) Whether the "insured" may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. But this exclusion does not apply to "bodily in- jury" to domestic "employees" not entitled to workers' compensation benefits or to liability assumed by the "insured" under an "insured contract". For the purposes of the Coverage Form, a domestic "employee" is a person en- gaged in household or domestic work per- formed principally in connection with a resi- dence premises. 5. Fellow Employee "Bodily injury' to any fellow "employee" of the "insured" arising out of and in the course of the fellow "employee's" employment or while per- forming duties related to the conduct of your business. 6. Care, Custody Or Control "Property damage" to or "covered pollution cost or expense involving property owned or trans- ported by the "insured" or in the "insured's" care, custody or control. But this exclusion does not apply to liability assumed under a sidetrack agreement. 7. Handling Of Property "Bodily injury" or "property damage" resulting from the handling of property: a. Before it is moved from the place where it is accepted by the "insured" for movement into or onto the covered "auto"; or b. After it is moved from the covered "auto" to the place where it is finally delivered by the "insured". 8. Movement Of Property By Mechanical Device "Bodily injury" or "property damage" resulting from the movement of property by a mechani- cal device (other than a hand truck) unless the device is attached to the covered "auto". 9. Operations "Bodily injury" or "property damage" arising out of the operation of: a. Any equipment listed in Paragraphs 6.b. and 6.c. of the definition of "mobile equip- ment"; or b. Machinery or equipment that is on, attached to, or part of, a land vehicle that would qual- ify under the definition of "mobile equip- ment" if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. 10. Completed Operations "Bodily injury" or "property damage" arising out of your work after that work has been com- pleted or abandoned. In this exclusion, your work means: a. Work or operations performed by you or on your behalf; and b. Materials, parts or equipment furnished in connection with such work or operations. Your work includes warranties or representa- tions made at any time with respect to the fit- ness, quality, durability or performance of any of the items included in Paragraph a. or b. above. Your work will be deemed completed at the earliest of the following times: (1) When all of the work called for in your contract has been completed. (2) When all of the work to be done at the site has been completed if your contract calls for work at more than one site. (3) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, cor- rection, repair or replacement, but which is oth- erwise complete, will be treated as completed. 11. Pollution "Bodily injury" or "property damage" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or es- cape of "pollutants": a. That are, or that are contained in any prop- erty that is: (1) Being transported or towed by, handled, or handled for movement into, onto or from, the covered "auto"; Page 4 of 12 © ISO Properties, Inc., 2005 CA 00 01 03 06 0 Keyser Marston Associates, Inc Policy No: AWFA490049 (2) Otherwise in the course of transit by or on behalf of the "insured"; or (3) Being stored, disposed of, treated or processed in or upon the covered "auto"; b. Before the "pollutants" or any property in which the "pollutants" are contained are moved from the place where they are ac- cepted by the "insured" for movement into or onto the covered "auto"; or c. After the "pollutants" or any property in which the "pollutants" are contained are moved from the covered "auto" to the place where they are finally delivered, disposed of or abandoned by the "insured". Paragraph a. above does not apply to fuels, lu- bricants, fluids, exhaust gases or other similar "pollutants" that are needed for or result from the normal electrical, hydraulic or mechanical functioning of the covered "auto" or its parts, if: (1) The "pollutants" escape, seep, migrate, or are discharged, dispersed or released directly from an "auto" part designed by its manufacturer to hold, store, receive or dispose of such "pollutants"; and (2) The "bodily injury", "property damage" or "covered pollution cost or expense" does not arise out of the operation of any equipment listed in Paragraphs 6.b. and 6.c. of the definition of "mobile equip- ment". Paragraphs b. and c. above of this exclusion do not apply to "accidents" that occur away from premises owned by or rented to an "in- sured" with respect to "pollutants" not in or upon a covered "auto" if: (1) The "pollutants" or any property in which the "pollutants" are contained are upset, overturned or damaged as a result of the maintenance or use of a covered "auto"; and (2) The discharge, dispersal, seepage, mi- gration, release or escape of the "pollut- ants" is caused directly by such upset, overturn or damage. 12. War "Bodily injury" or "property damage" arising di- rectly or indirectly out of: a. War, including undeclared or civil war; c. Insurrection, rebellion, revolution, usurped power, or action taken by governmental au- thority in hindering or defending against any of these. 13. Racing Covered "autos" while used in any professional or organized racing or demolition contest or stunting activity, or while practicing for such contest or activity. This insurance also does not apply while that covered "auto" is being pre- pared for such a contest or activity. C. Limit Of Insurance Regardless of the number of covered "autos", "in- sureds", premiums paid, claims made or vehicles involved in the "accident", the most we will pay for the total of all damages and "covered pollution cost or expense" combined, resulting from any one "ac- cident" is the Limit of Insurance for Liability Cover- age shown in the Declarations. All "bodily injury", "property damage" and "covered pollution cost or expense" resulting from continu- ous or repeated exposure to substantially the same conditions will be considered as resulting from one "accident". No one will be entitled to receive duplicate pay- ments for the same elements of "loss" under this Coverage Form and any Medical Payments Cov- erage Endorsement, Uninsured Motorists Cover- age Endorsement or Underinsured Motorists Cov- erage Endorsement attached to this Coverage Part. SECTION III — PHYSICAL DAMAGE COVERAGE A. Coverage 1. We will pay for "loss" to a covered "auto" or its equipment under: a. Comprehensive Coverage From any cause except: (1) The covered "auto's" collision with an- other object; or (2) The covered "auto's" overturn. b. Specified Causes Of Loss Coverage Caused by: (1) Fire, lightning or explosion; (2) Theft; (3) Windstorm, hail or earthquake; (4) Flood; b. Warlike action by a military force, including (5) Mischief or vandalism; or action in hindering or defending against an actual or expected attack, by any govern- (6) The sinking, burning, collision or derail- ment, sovereign or other authority using ment of any conveyance transporting the military personnel or other agents; or covered "auto". CA 00 0103 06 © ISO Properties, Inc., 2005 Page 5 of 12 13 Keyser Marston Associates, Inc Policy No: AWFA490049 c. Collision Coverage Caused by: (1) The covered "auto's" collision with an- other object; or (2) The covered "auto's" overturn. 2. Towing We will pay up to the limit shown in the Decla- rations for towing and labor costs incurred each time a covered "auto" of the private passenger type is disabled. However, the labor must be performed at the place of disablement. 3. Glass Breakage — Hitting A Bird Or Animal — Falling Objects Or Missiles If you carry Comprehensive Coverage for the damaged covered "auto", we will pay for the fol- lowing under Comprehensive Coverage: a. Glass breakage; b. "Loss" caused by hitting a bird or animal; and c. "Loss" caused by falling objects or missiles. However, you have the option of having glass breakage caused by a covered "auto's" collision or overturn considered a "loss" under Collision Coverage. 4. Coverage Extensions a. Transportation Expenses We will pay up to $20 per day to a maxi- mum of $600 for temporary transportation expense incurred by you because of the to- tal theft of a covered "auto" of the private passenger type. We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage. We will pay for temporary transportation expenses incurred during the period beginning 48 hours after the theft and ending, regardless of the policy's expi- ration, when the covered "auto" is returned to use or we pay for its "loss". b. Loss Of Use Expenses For Hired Auto Physical Damage, we will pay expenses for which an "insured" be- comes legally responsible to pay for loss of use of a vehicle rented or hired without a driver, under a written rental contract or agreement. We will pay for loss of use ex- penses if caused by: (1) Other than collision only if the Declara- tions indicate that Comprehensive Cov- erage is provided for any covered "auto"; (2) Specified Causes Of Loss only if the Declarations indicate that Specified Causes Of Loss Coverage is provided for any covered "auto"; or (3) Collision only if the Declarations indicate that Collision Coverage is provided for any covered "auto". However, the most we will pay for any ex- penses for loss of use is $20 per day, to a maximum of $600. B. Exclusions 1. We will not pay for "loss" caused by or resulting from any of the following. Such "loss" is ex- cluded regardless of any other cause or event that contributes concurrently or in any se- quence to the "loss". a. Nuclear Hazard (1) The explosion of any weapon employing atomic fission or fusion; or (2) Nuclear reaction or radiation, or radioac- tive contamination, however caused. b. War Or Military Action (1) War, including undeclared or civil war; (2) Warlike action by a military force, includ- ing action in hindering or defending against an actual or expected attack, by any government, sovereign or other au- thority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power or action taken by gov- ernmental authority in hindering or de- fending against any of these. 2. We will not pay for "loss" to any covered "auto" while used in any professional or organized racing or demolition contest or stunting activity, or while practicing for such contest or activity. We will also not pay for "loss" to any covered "auto" while that covered "auto" is being pre- pared for such a contest or activity. 3. We will not pay for "loss" caused by or resulting from any of the following unless caused by other "loss" that is covered by this insurance: a. Wear and tear, freezing, mechanical or electrical breakdown. b. Blowouts, punctures or other road damage to tires. 4. We will not pay for "loss" to any of the follow- ing: a. Tapes, records, discs or other similar audio, visual or data electronic devices designed for use with audio, visual or data electronic equipment. Page 6 of 12 0 ISO Properties, Inc., 2005 CA 00 01 03 06 13 Keyser Marston Associates, Inc Policy No: AWFA490049 b. Any device designed or used to detect speed measuring equipment such as radar or laser detectors and any jamming appara- tus intended to elude or disrupt speed measurement equipment. c. Any electronic equipment, without regard to whether this equipment is permanently in- stalled, that receives or transmits audio, visual or data signals and that is not de- signed solely for the reproduction of sound. d. Any accessories used with the electronic equipment described in Paragraph c. above. Exclusions 4.c. and 4.d. do not apply to: a. Equipment designed solely for the repro- duction of sound and accessories used with such equipment, provided such equipment is permanently installed in the covered "auto" at the time of the "loss" or such equipment is removable from a housing unit which is permanently installed in the cov- ered "auto" at the time of the "loss", and such equipment is designed to be solely operated by use of the power from the "auto's" electrical system, in or upon the covered "auto'; or b. Any other electronic equipment that is: (1) Necessary for the normal operation of the covered "auto" or the monitoring of the covered "auto's" operating system; or (2) An integral part of the same unit housing any sound reproducing equipment de- scribed in Paragraph a. above and per- manently installed in the opening of the dash or console of the covered "auto" normally used by the manufacturer for installation of a radio. 5. We will not pay for "loss" to a covered "auto" due to "diminution in value". C. Limit Of Insurance 1. The most we will pay for "loss" in any one "ac- cident" is the lesser of: a. The actual cash value of the damaged or stolen property as of the time of the "loss"; or b. The cost of repairing or replacing the dam- aged or stolen property with other property of like kind and quality. 3. If a repair or replacement results in better than like kind or quality, we will not pay for the amount of the betterment. D. Deductible For each covered "auto", our obligation to pay for, repair, return or replace damaged or stolen prop- erty will be reduced by the applicable deductible shown in the Declarations. Any Comprehensive Coverage deductible shown in the Declarations does not apply to "loss" caused by fire or lightning. SECTION IV — BUSINESS AUTO CONDITIONS The following conditions apply in addition to the Common Policy Conditions: A. Loss Conditions 1. Appraisal For Physical Damage Loss If you and we disagree on the amount of "loss", either may demand an appraisal of the "loss". In this event, each party will select a competent appraiser. The two appraisers will select a competent and impartial umpire. The apprais- ers will state separately the actual cash value and amount of "loss". If they fail to agree, they will submit their differences to the umpire. A decision agreed to by any two will be binding. Each party will: a. Pay its chosen appraiser; and b. Bear the other expenses of the appraisal and umpire equally. If we submit to an appraisal, we will still retain our right to deny the claim. 2. Duties In The Event Of Accident, Claim, Suit Or Loss We have no duty to provide coverage under this policy unless there has been full compli- ance with the following duties: a. In the event of "accident", claim, "suit" or "loss", you must give us or our authorized representative prompt notice of the "acci- dent" or "loss". Include: (1) How, when and where the "accident" or "loss" occurred; (2) The "insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons and witnesses. b. Additionally, you and any other involved "in- sured" must: 2. An adjustment for depreciation and physical (1) Assume no obligation, make no payment condition will be made in determining actual or incur no expense without our consent, cash value in the event of a total "loss". except at the "insured's" own cost. CA 00 01 03 06 0 ISO Properties, Inc., 2005 Page 7 of 12 ❑ Keyser Marston Associates, Inc Policy No: AWFA490049 (2) Immediately send us copies of any re- quest, demand, order, notice, summons or legal paper received concerning the claim or "suit". (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit". (4) Authorize us to obtain medical records or other pertinent information. (5) Submit to examination, at our expense, by physicians of our choice, as often as we reasonably require. c. If there is "loss" to a covered "auto" or its equipment you must also do the following: (1) Promptly notify the police if the covered "auto" or any of its equipment is stolen. (2) Take all reasonable steps to protect the covered "auto" from further damage. Also keep a record of your expenses for consideration in the settlement of the claim. (3) Permit us to inspect the covered "auto" and records proving the "loss" before its repair or disposition. (4) Agree to examinations under oath at our request and give us a signed statement of your answers. 3. Legal Action Against Us No one may bring a legal action against us un- der this Coverage Form until: a. There has been full compliance with all the terms of this Coverage Form; and b. Under Liability Coverage, we agree in writ- ing that the "insured" has an obligation to pay or until the amount of that obligation has finally been determined by judgment af- ter trial. No one has the right under this pol- icy to bring us into an action to determine the "insured's" liability. 4. Loss Payment — Physical Damage Coverages At our option we may: a. Pay for, repair or replace damaged or stolen property; b. Return the stolen property, at our expense. We will pay for any damage that results to the "auto" from the theft; or c. Take all or any part of the damaged or sto- len property at an agreed or appraised value. If we pay for the "loss", our payment will include the applicable sales tax for the damaged or sto- len property. 5. Transfer Of Rights Of Recovery Against Others To Us If any person or organization to or for whom we make payment under this Coverage Form has rights to recover damages from another, those rights are transferred to us. That person or or- ganization must do everything necessary to se- cure our rights and must do nothing after "acci- dent" or "loss" to impair them. B. General Conditions 1. Bankruptcy Bankruptcy or insolvency of the "insured" or the "insured's" estate will not relieve us of any obli- gations under this Coverage Form. 2. Concealment, Misrepresentation Or Fraud This Coverage Form is void in any case of fraud by you at any time as it relates to this Coverage Form. It is also void if you or any other "insured", at any time, intentionally con- ceal or misrepresent a material fact concern- ing: a. This Coverage Form; b. The covered "auto"; c. Your interest in the covered "auto"; or d. A claim under this Coverage Form. 3. Liberalization If we revise this Coverage Form to provide more coverage without additional premium charge, your policy will automatically provide the additional coverage as of the day the revi- sion is effective in your state. 4. No Benefit To Bailee — Physical Damage Coverages We will not recognize any assignment or grant any coverage for the benefit of any person or organization holding, storing or transporting property for a fee regardless of any other provi- sion of this Coverage Form. Page 8 of 12 © ISO Properties, Inc., 2005 CA 00 01 03 06 0 Keyser Marston Associates, Inc Policy No: AWFA490049 5. Other Insurance a. For any covered "auto" you own, this Cov- erage Form provides primary insurance. For any covered "auto" you don't own, the in- surance provided by this Coverage Form is excess over any other collectible insurance. However, while a covered "auto" which is a "trailer" is connected to another vehicle, the Liability Coverage this Coverage Form pro- vides for the "trailer" is: (1) Excess while it is connected to a motor vehicle you do not own. (2) Primary while it is connected to a cov- ered "auto" you own. b. For Hired Auto Physical Damage Coverage, any covered "auto" you lease, hire, rent or borrow is deemed to be a covered "auto" you own. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". c. Regardless of the provisions of Paragraph a. above, this Coverage Form's Liability Coverage is primary for any liability as- sumed under an "insured contract". d. When this Coverage Form and any other Coverage Form or policy covers on the same basis, either excess or primary, we will pay only our share. Our share is the proportion that the Limit of Insurance of our Coverage Form bears to the total of the lim- its of all the Coverage Forms and policies covering on the same basis. 6. Premium Audit a. The estimated premium for this Coverage Form is based on the exposures you told us you would have when this policy began. We will compute the final premium due when we determine your actual exposures. The estimated total premium will be credited against the final premium due and the first Named Insured will be billed for the bal- ance, if any. The due date for the final pre- mium or retrospective premium is the date shown as the due date on the bill. If the es- timated total premium exceeds the final premium due, the first Named Insured will get a refund. b. If this policy is issued for more than one year, the premium for this Coverage Form will be computed annually based on our rates or premiums in effect at the beginning of each year of the policy. 7. Policy Period, Coverage Territory Under this Coverage Form, we cover "acci- dents" and "losses" occurring: a. During the policy period shown in the Decla- rations; and b. Within the coverage territory. The coverage territory is: a. The United States of America; b. The territories and possessions of the United States of America; c. Puerto Rico; d. Canada -,and e. Anywhere in the world if: (1) A covered "auto" of the private passen- ger type is leased, hired, rented or bor- rowed without a driver for a period of 30 days or less; and (2) The "insured's" responsibility to pay damages is determined in a "suit" on the merits, in the United States of America, the territories and possessions of the United States of America, Puerto Rico, or Canada or in a settlement we agree to. We also cover "loss" to, or "accidents" involv- ing, a covered "auto" while being transported between any of these places. 8. Two Or More Coverage Forms Or Policies Issued By Us If this Coverage Form and any other Coverage Form or policy issued to you by us or any com- pany affiliated with us apply to the same "acci- dent", the aggregate maximum Limit of Insur- ance under all the Coverage Forms or policies shall not exceed the highest applicable Limit of Insurance under any one Coverage Form or policy. This condition does not apply to any Coverage Form or policy issued by us or an af- filiated company specifically to apply as excess insurance over this Coverage Form. SECTION V — DEFINITIONS A. "Accident" includes continuous or repeated expo- sure to the same conditions resulting in "bodily in- jury" or "property damage". B. "Auto" means: 1. A land motor vehicle, "trailer" or semitrailer de- signed for travel on public roads; or CA 00 01 03 06 0 ISO Properties, Inc., 2005 Page 9 of 12 ❑ Keyser Marston Associates, Inc Policy No: AWFA490049 2. Any other land vehicle that is subject to a com- pulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. However, "auto" does not include "mobile equip- ment". C. 'Bodily injury" means bodily injury, sickness or dis- ease sustained by a person including death result- ing from any of these. D. "Covered pollution cost or expense" means any cost or expense arising out of: 1. Any request, demand, order or statutory or regulatory requirement that any "insured" or others test for, monitor, clean up, remove, con- tain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of "pollut- ants"; or 2. Any claim or "suit' by or on behalf of a govern- mental authority for damages because of test- ing for, monitoring, cleaning up, removing, con- taining, treating, detoxifying or neutralizing, or in any way responding to or assessing the ef- fects of "pollutants". "Covered pollution cost or expense" does not in- clude any cost or expense arising out of the actual, alleged or threatened discharge, dispersal, seep- age, migration, release or escape of "pollutants": a. That are, or that are contained in any prop- erty that is: (1) Being transported or towed by, handled, or handled for movement into, onto or from the covered "auto'; (2) Otherwise in the course of transit by or on behalf of the "insured"; (3) Being stored, disposed of, treated or processed in or upon the covered "auto'; b. Before the "pollutants" or any property in which the "pollutants" are contained are moved from the place where they are ac- cepted by the "insured" for movement into or onto the covered "auto'; or c. After the "pollutants" or any property in which the "pollutants" are contained are moved from the covered "auto' to the place where they are finally delivered, disposed of or abandoned by the "insured". Paragraph a. above does not apply to fuels, lu- bricants, fluids, exhaust gases or other similar "pollutants" that are needed for or result from the normal electrical, hydraulic or mechanical functioning of the covered "auto" or its parts, if: (1) The "pollutants" escape, seep, migrate, or are discharged, dispersed or released directly from an "auto' part designed by its manufacturer to hold, store, receive or dispose of such "pollutants"; and (2) The "bodily injury", "property damage" or "covered pollution cost or expense" does not arise out of the operation of any equipment listed in Paragraph 6.b. or 6.c. of the definition of "mobile equip- ment". Paragraphs b. and c. above do not apply to "accidents" that occur away from premises owned by or rented to an "insured" with respect to "pollutants" not in or upon a covered "auto' if: (1) The "pollutants" or any property in which the "pollutants" are contained are upset, overturned or damaged as a result of the maintenance or use of a covered "auto; and (2) The discharge, dispersal, seepage, mi- gration, release or escape of the "pollut- ants" is caused directly by such upset, overturn or damage. E. "Diminution in value" means the actual or per- ceived loss in market value or resale value which results from a direct and accidental "loss". F. "Employee" includes a "leased worker". "Em- ployee" does not include a "temporary worker". G. 'Insured" means any person or organization quali- fying as an insured in the Who Is An Insured provi- sion of the applicable coverage. Except with re- spect to the Limit of Insurance, the coverage af- forded applies separately to each insured who is seeking coverage or against whom a claim or "suit" is brought. H. 'Insured contract' means: 1. A lease of premises; 2. A sidetrack agreement; 3. Any easement or license agreement, except in connection with construction or demolition op- erations on or within 50 feet of a railroad; Page 10 of 12 © ISO Properties, Inc., 2005 CA 00 0103 06 13 Keyser Marston Associates, Inc Policy No: AWFA490049 4. An obligation, as required by ordinance, to in- demnify a municipality, except in connection with work for a municipality; 5. That part of any other contract or agreement pertaining to your business (including an in- demnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another to pay for "bodily injury' or "property damage" to a third party or organization. Tort liability means a liability that would be imposed by law in the ab- sence of any contract or agreement; 6. That part of any contract or agreement entered into, as part of your business, pertaining to the rental or lease, by you or any of your "employ- ees", of any "auto". However, such contract or agreement shall not be considered an "insured contract" to the extent that it obligates you or any of your "employees" to pay for "property damage" to any "auto" rented or leased by you or any of your "employees". An "insured contract" does not include that part of any contract or agreement: a. That indemnifies a railroad for "bodily injury" or "property damage" arising out of con- struction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road- beds, tunnel, underpass or crossing; or b. That pertains to the loan, lease or rental of an "auto" to you or any of your "employees", if the "auto" is loaned, leased or rented with a driver; or c. That holds a person or organization en- gaged in the business of transporting prop- erty by "auto" for hire harmless for your use of a covered "auto" over a route or territory that person or organization is authorized to serve by public authority. I. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker'. J. "Loss" means direct and accidental loss or dam- age. K. "Mobile equipment" means any of the following types of land vehicles, including any attached ma- chinery or equipment: 1. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; 3. Vehicles that travel on crawler treads; 4. Vehicles, whether self-propelled or not, main- tained primarily to provide mobility to perma- nently mounted: a. Power cranes, shovels, loaders, diggers or drills; or b. Road construction or resurfacing equipment such as graders, scrapers or rollers. 5. Vehicles not described in Paragraph 1., 2., 3., or 4. above that are not self-propelled and are maintained primarily to provide mobility to per- manently attached equipment of the following types: a. Air compressors, pumps and generators, including spraying, welding, building clean- ing, geophysical exploration, lighting and well servicing equipment; or b. Cherry pickers and similar devices used to raise or lower workers. 6. Vehicles not described in Paragraph 1., 2., 3. or 4. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": a. Equipment designed primarily for: (1) Snow removal; (2) Road maintenance, but not construction or resurfacing; or (3) Street cleaning; b. Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and c. Air compressors, pumps and generators, including spraying, welding, building clean- ing, geophysical exploration, lighting or well servicing equipment. However, "mobile equipment" does not include land vehicles that are subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally ga- raged. Land vehicles subject to a compulsory or fi- nancial responsibility law or other motor vehicle in- surance law are considered "autos". L. "Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 2. Vehicles maintained for use solely on or next to M. "Property damage" means damage to or loss of premises you own or rent; use of tangible property. CA 00 01 03 06 © ISO Properties, Inc., 2005 Page 11 of 12 ❑ Keyser Marston Associates, Inc Policy No: AWFA490049 N. "Suit' means a civil proceeding in which: 1. Damages because of "bodily injury" or "prop- erty damage"; or 2. A "covered pollution cost or expense", to which this insurance applies, are alleged. "Suit" includes: a. An arbitration proceeding in which such damages or "covered pollution costs or ex- penses" are claimed and to which the "in- sured" must submit or does submit with our consent; or b. Any other alternative dispute resolution pro- ceeding in which such damages or "covered pollution costs or expenses" are claimed and to which the insured submits with our consent. O. "Temporary worker" means a person who is fur- nished to you to substitute for a permanent "em- ployee" on leave or to meet seasonal or short-term workload conditions. P. "Trailer" includes semitrailer. Page 12 of 12 © ISO Properties, Inc., 2005 CA 00 01 03 06 0 AWFA490049 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM A. The following is added to SECTION II — LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured: Additional Insured if Required by Contract If you agree in a written contract, written agreement or written permit that a person or organization be added as an additional "insured" under this Coverage Part, such person or organization is an "insured"; but only to the extent that such person or organization qualifies as an "insured" under paragraph A.1.c. of this Section. If you agree in a written contract, written agreement or written permit that a person or organization be added as an additional "insured" under this Coverage Part, the most we will pay on behalf of such additional "insured" is the lesser of: (1) The Limits of Insurance for liability coverage specified in the written contract, written agreement or written permit; or (2) The Limits of Insurance for Liability Coverage shown in the Declarations applicable to this Coverage Part. Such amount shall be part of and not in addition to the Limits of Insurance shown in the Declarations applicable to this Coverage Part. Regardless of the number of covered "autos", "insureds", premiums paid, claims made or vehicles involved in the "accident", the most we will pay for the total of all damages and "covered pollution cost or expense" combined resulting from any one "accident" is the Limit of Insurance for Liability Coverage shown in the Declarations. B. The following is added to SECTION IV — BUSINESS AUTO CONDITIONS, Paragraph B. General Conditions, subparagraph 5. Other Insurance: Primary and Non -Contributory If you agree in a written contract, written agreement or written permit that the insurance provided to a person or organization who qualifies as an additional "insured" under SECTION II — LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured, subparagraph Additional Insured if Required by Contract is primary and non- contributory, the following applies: The liability coverage provided by this Coverage Part is primary to any other insurance available to the additional "insured" as a Named Insured. We will not seek contribution from any other insurance available to the additional "insured" except: (1) For the sole negligence of the additional "insured"; or (2) For negligence arising out of the ownership, maintenance or use of any "auto" not owned by the additional "insured" or by you, unless that "auto" is a "trailer" connected to an "auto" owned by the additional "insured" or by you; or (3) When the additional "insured" is also an additional "insured" under another liability policy. C. This endorsement will apply only if the "accident" occurs: 1. During the policy period; 2. Subsequent to the execution of the written contract or written agreement or the issuance of the written permit; and 3. Prior to the expiration of the period of time that the written contract, written agreement or written permit requires such insurance to be provided to the additional "insured". D. Coverage provided to an additional "insured" will not be broader than coverage provided to any other "insured" under this Coverage Part. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. Page 1 of 1 461-0478 12 12 Includes copyrighted material of ISO Insurance Services Office, Inc., with its permission Policy No: ZDFA49104910 COMMERCIAL GENERAL LIABILITY CG 20 01 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. CG 20 01 04 13 © Insurance Services Office, Inc., 2012 Pa g e 1 of 1 Policy No: AWFA490049 Hanover Insurance Group_ AWFA490049 5701518 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO COVERAGE BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. 1. CANCELLATION EXTENSION The following is added to the SECTION II - The coverage provided by this LIABILITY COVERAGE, Paragraph 1. Who provision does not apply to Is An Insured provision: "bodily injury" nor "property damage" arising from an accident that occurred prior to your acquiring or forming the business entity described in d. above. Includes copyrighted material of Insurance Services Office, Inc. with its permission, Copyright, Insurance Services Office, Inc., 1996 Page 1 of 7 461-0155 (9-97) d. Any business entity for which you Paragraph A. CANCELLATION 2. b. of the have a financial interest greater COMMON POLICY CONDITIONS is than 50% of the voting stock or replaced with the following: otherwise have a controlling b. 60 days before the effective date interest after the effective date of of cancellation if we cancel for this policy or that is newly any other reason. acquired or formed by you during the term of this policy. SECTION I - COVERED AUTOS The coverage provided by this 2. EMPLOYEE HIRED "AUTOS' provision is afforded until Description Of Covered Auto expiration or termination of Designation Symbols; Symbol 8 is this policy, whichever occurs replaced by the following: earlier. 8 = Hired "Autos" Only - Only those The coverage provided by this "autos" you lease, hire, rent or borrow; provision does not apply to including "autos" your employee hires at any business entity described your direction, for the purpose of in d. above that qualifies as an conducting your business. This does not insured under any other include any "auto" you lease, hire, rent, or automobile liability policy borrow from any of your "employees" or issued to that business entity partners or members of their households. as a named insured or would have been an insured except SECTION II - LIABILITY COVERAGE for the exhaustion of the policy limits or the insolvency 3. BROADENED NAMED INSURED of the insurer. The following is added to the SECTION II - The coverage provided by this LIABILITY COVERAGE, Paragraph 1. Who provision does not apply to Is An Insured provision: "bodily injury" nor "property damage" arising from an accident that occurred prior to your acquiring or forming the business entity described in d. above. Includes copyrighted material of Insurance Services Office, Inc. with its permission, Copyright, Insurance Services Office, Inc., 1996 Page 1 of 7 461-0155 (9-97) Policy No: AWFA490049 4. EMPLOYEES AS INSUREDS The following is added to the SECTION II - LIABILITY COVERAGE, Paragraph 1. Who Is An Insured provision: e. Any employee of yours is an "insured" while using a covered "auto" you do not own, hire or borrow in your business or your personal affairs. 5. SUPPLEMENTARY PAYMENTS The following amends SECTION If - LIABILITY COVERAGE, Paragraph 2. Coverage Extensions provision: Paragraph (2) is replaced by the following: (2) Up to $2500 for cost of bail bonds (including bonds for related traffic law violations) required because of an "accident' we cover. We do not have to furnish these bonds. Paragraph (4) is replaced by the following: (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. 6. AMENDED FELLOW EMPLOYEE EXCLUSION The following is added to the SECTION II - LIABILITY COVERAGE, B. Exclusions Paragraph 5. Fellow Employee exclusion: This exclusion does not apply if the "bodily injury" arises from the use of a covered "auto" you own or hire. This coverage is excess over any other collectible insurance SECTION III - PHYSICAL DAMAGE COVERAGE. 7. EXPENSE OF RETURNING A STOLEN "AUTO" and SIGN COVERAGE The following is added to SECTION III - PHYSICAL DAMAGE COVERAGE, A.1. COVERAGE: d. Expense Of Returning A Stolen "Auto" We will pay for the expense of returning a covered "auto" to you. e. Sign Coverage We will pay for loss to signs, murals, paintings or graphics, as part of equipment, which are displayed on a covered "auto". The most we will pay for "loss" in any one "accident' is the lesser of: 1. The actual cash value of the property as of the time of the "loss"; or 2. The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality; or 3. $2,000. 8. GLASS BREAKAGE DEDUCTIBLE The following is added to SECTION III - PHYSICAL DAMAGE COVERAGE, A. COVERAGE paragraph 3. Glass Breakage - Hitting a Bird or Animal - Falling Objects or Missiles: Any deductible shown in the Declarations as applicable to the Includes copyrighted material of Insurance Services Office, Inc. with its permission. Copyright, Insurance Services Office, Inc., 1996 461-0155 (9-97) Page 2 of 7 Policy No: AWFA490049 covered "auto" will not apply to glass breakage if such glass is repaired, rather than replaced. 9. TRANSPORTATION EXPENSE Paragraph 4. Coverage Extension. of SECTION III - PHYSICAL DAMAGE COVERAGE, A. COVERAGE is replaced with the following: 4. Coverage Extension We will pay up to $50 per day to a maximum of $1500 for temporary transportation expense incurred by you because of the total theft of a covered "auto" of the private passenger type. We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage. We will pay for temporary transportation expenses incurred during the period beginning 24 hours after the theft and ending, regardless of the policy s expiration, when the covered "auto" is returned to use or we pay for its "loss". 10. HIRED AUTO PHYSICAL DAMAGE The following is added to SECTION III - PHYSICAL DAMAGE COVERAGE, A. COVERAGE: 5. Hired Auto Physical Damage If hired "autos" are covered "autos" for Liability Coverage and if Physical Damage Coverage of Comprehensive, Specified Causes of Loss, or Collision is provided under this Coverage Form for any "auto" you own, then the Physical Damage Coverage(s) provided is extended to "autos" you hire without a driver or your employee hires, without a driver, at your Hanover Insurance Group_ AWFA490049 5701518 direction, for the purpose of conducting your business, for a period of 30 days or less, of like kind and use as the "autos" you own, subject to the following: The most we will pay for any one loss is the lesser of the following: a. $50,000 per accident, or b. cash value, or c. the cost of repair, minus the deductible equal to the lowest deductible applicable to any owned "auto" for that coverage. Any deductible shown in the Declarations does not apply to "loss" caused by fire or lightning. Subject to the limit and deductible stated above, we will provide coverage equal to the broadest coverage provided to any covered "auto" you own, that is applicable to the loss. If the loss arises from an accident for which you are legally liable and the lessor incurs an actual financial loss from that accident, we will cover the lessor s actual financial loss of use of the hired "auto" for a period of up to seven consecutive days from the date of the accident, subject to a limit of $1,000 per accident. 11. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE The following is added to SECTION III - PHYSICAL DAMAGE COVERAGE, A. COVERAGE: 6. Audio, Visual and Data Electronic Equipment Coverage We will pay for "loss" to any electronic equipment that receives Includes copyrighted material of Insurance Services Office, Inc. with its permission. Copyright, Insurance Services Office, Inc., 1996 461-0155 (9-97) Page 3 of 7 Policy No: AWFA490049 or transmits audio, visual or data equipment is permanently signals and that is not designed installed in the covered solely for the reproduction of "auto", and sound. This coverage applies b. Permanently installed only if the equipment is in the opening of the dash permanently installed in the or console normally used covered "auto" at the time of the by the manufacturer for "loss" or the equipment is the installation of a radio. removable from a housing unit which is permanently installed in With respect to coverage herein, the covered auto at the time of the LIMIT OF INSURANCE the "loss", and such equipment is provision of PHYSICAL DAMAGE designed to be solely operated by COVERAGE is replaced by the use of the power from the "auto s" following: electrical system, in or upon the covered "auto", including its 1. The most we will pay for all antennas and other accessories. "loss" to audio, visual or data However , this does not include electronic equipment and any tapes, records or discs. accessories used with this equipment as a result of any The exclusions that apply to one "accident" is the lesser of PHYSICAL DAMAGE COVERAGE, except for the exclusion relating to a. The actual cash value of Audio, Visual and Data Electronic the damaged or stolen Equipment, also apply to coverage property as of the time of provided herein. In addition, the the "loss"; or following exclusions apply: b. The cost of repairing or replacing the damaged or We will not pay , under this stolen property with other coverage, for either any electronic property of like kind and equipment or accessories used quality; or with such electronic equipment c. $500. that is: 2. An adjustment for 1. Necessary for the normal depreciation and physical operation of the covered condition will be made in "auto" or the monitoring of determining actual cash value the covered "auto s" at the time of the "loss". operating system; or 3. Deductibles applicable to 2. Both: PHYSICAL DAMAGE COVERAGE, do not apply a. An integral part of the to this Audio, Visual and Data same unit housing any Electronic Equipment sound reproducing Coverage. equipment designed solely for the If there is other coverage provided reproduction of sound if by this policy for audio, visual and the sound reproducing data electronic equipment, the coverage provided herein is Includes copyrighted material of Insurance Services Office, Inc. with its permission. Copyright, Insurance Services Office, Inc., 1996 461-0155 (9-97) Page 4 of 7 Policy No: AWFA490049 me Hanover Insurance Group- AWFA490049 5701518 excess. However, you may elect covered "auto". If loss is to apply the limit or any portion caused by theft, this thereof of coverage provided number of days is added herein to pay any deductible that to the number of days it is applicable under the provisions takes to locate the covered of the other coverage. "auto" and transport it to a repair shop. 12. RENTAL REIMBURSEMENT and MATERIAL TRANSFER EXPENSE 2. 60 days. The following is added to SECTION III - Our payment is limited to the PHYSICAL DAMAGE COVERAGE, A. lesser of the following amounts: COVERAGE: 1. Necessary and actual 7. Rental Reimbursement and expenses incurred, Material Transfer Expense including loss of use. This coverage provides only those 2. $3000. Physical Damage Coverages where a premium is shown in the This auto rental expense coverage Declarations. It applies only to a does not apply while there are covered "auto" described or spare or reserve "autos" available designated to which the Physical to you for your operations. Damage Coverages apply. If "loss" results from the total theft We will pay for auto rental of a covered "auto" of the private expenses and the expenses, passenger type, we will pay under incurred by you because of "loss" this coverage only that amount of to a covered "auto", to remove your rental reimbursement and transfer your materials and expenses which is not already equipment from the covered provided for under the SECTION "auto" . Payment applies in III - PHYSICAL DAMAGE addition to the otherwise COVERAGE, A. 4. Coverage applicable amount of each Extension. coverage you have on a covered "auto". No deductibles apply to 13. AIRBAG COVERAGE this coverage. The following is added to SECTION III - We will pay only for those auto PHYSICAL DAMAGE COVERAGE, B. rental expenses incurred during Exclusions, paragraph 3. the policy period beginning 24 hours after the "loss" and ending, The portion of this exclusion relating to regardless of the policy s mechanical or electrical breakdown does expiration, with the lesser of the not apply to the accidental discharge of an following number of days: airbag. This coverage is excess of other collectible insurance or warranty. No 1. The number of days deductible applies to this Airbag reasonably required to Coverage. repair or replace the Includes copyrighted material of Insurance Services Office, Inc. with its permission. Copyright, Insurance Services Office, Inc., 1996 461-0155 (9-97) Page 5 of 7 Policy No: AWFA490049 14. AUTO LOAN PHYSICAL DAMAGE EXTENSION The following is added to SECTION III - PHYSICAL DAMAGE COVERAGE, C. Limit Of Insurance provision: When a "loss" results in a total loss to a covered auto you own for which a Loss Payee is designated in this policy, the most we will pay for "loss" in any one "accident' is the greater of: 1. The actual cash value of the damaged or stolen property as of the time of the "loss"; or 2. The outstanding balance of the initial loan, less any amounts for taxes, overdue payments, overdue payment charges, penalties, interest , any charges for early termination of the loan, costs for Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan, and carry-over balances from previous loans. 15. AUTO LEASE PHYSICAL DAMAGE EXTENSION The following is added to SECTION III - PHYSICAL DAMAGE COVERAGE, C. Limit Of Insurance provision: If, because of damage, destruction or theft of a covered "auto", which is a long-term leased "auto", the lease agreement between you and the lessor is terminated, "we" will pay the difference between the amount paid under paragraph C. LIMIT OF INSURANCE 1. or 2. and the amount due at the time of "loss" under the terms of the lease agreement applicable to the leased "auto" which you are required to pay: less any fees to dispose of the auto; any overdue payments; financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; security deposits not refunded by the lessor; cost for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan; and carry over balances from previous leases. This coverage applies only to the initial lease for the covered "auto" which has not previously been leased. This coverage is excess over all other collectible insurance. SECTION IV - CONDITIONS 16. DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS The following is added to SECTION IV - BUSINESS AUTO CONDITIONS, A. Loss Conditions, 2. Duties In The Event Of Accident, Claim, Suit Or Loss: d. Knowledge of any "accident", claim, "suit' or "loss" will be deemed knowledge by you when notice of such "accident', claim, "suit' or "loss" has been received by: (1) You, if you are an individual; (2) Any partner or insurance manager if you are a partnership; or (3) An executive officer or insurance manager if you are a corporation. 17. BLANKET WAIVER OF SUBROGATION Paragraph 5. Transfer Of Rights Of Recovery Against Others To Us, SECTION IV - BUSINESS AUTO CONDITIONS, A. Loss Conditions is replaced by the following: Includes copyrighted material of Insurance Services Office, Inc. with its permission. Copyright, Insurance Services Office, Inc., 1996 461-0155 (9-97) Page 6 of 7 Policy No: AWFA490049 5. Transfer Of Rights Of Recovery Against Others To Us If any person or organization to or for whom we make payment under this Coverage Form has rights to recover damages from another, which have not been waived through the execution of an "insured contract', written agreement, or permit, prior to the "accident" or "loss" giving rise to the payment, those rights to recover damages from another are transferred to us. That person or organization must do everything necessary to secure our rights and must do nothing after the "accident" or "loss" to impair them. 18. UNINTENTIONAL FAILURE TO DISCLOSE INFORMATION The following is added to SECTION IV BUSINESS AUTO CONDITIONS. B. General Conditions, paragraph 2. Concealment, Misrepresentation Or Fraud Your unintentional error in disclosing, or failure to disclose, any material fact existing after the effective date of this Coverage Form shall not prejudice your rights under this Coverage Form. However, this provision does not affect our right to collect additional premium or exercise our right of cancellation or nonrenewal. Hanover Insurance Group_ AWFA490049 5701518 19. HIRED AUTO - WORLDWIDE COVERAGE The following is added to SECTION IV - Business Auto Conditions, B. General Conditions, paragraph 7. Policy Period, Coverage Territory provision: Outside the coverage territory described in a., b., c., and d. above for an "accident' or "loss" resulting from the use of a covered "auto" you hire, without a driver, or your employee hires without a driver, at your direction, for the purpose of conducting your business, for a period of 30 days or less, provided the suit is brought within The United States of America or its territories or possessions. SECTION V - DEFINITIONS 20. MENTAL ANGUISH Paragraph C. 'Bodily injury", SECTION V - DEFINITIONS is replaced by the following: C. "Bodily injury" means bodily injury, sickness or disease sustained by a person including death or mental anguish resulting from any of these. Includes copyrighted material of Insurance Services Office, Inc. with its permission. Copyright, Insurance Services Office, Inc., 1996 461-0155 (9-97) Page 7 of 7 A� o® CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DDIYYW) 04/07/2025 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 CONTACT Marsh Affinity NAME: y PHONE 800-743-8130 FAX A/C, No, Ext): AIC, No Marsh Affinity a division of Marsh USA LLC. E-MAIL ADDRESS: ADPTotalSourceOmarsh.com INSURER(S) AFFORDING COVERAGE NAIC # PO BOX 14404 Des Moines, IA 50306-9686 INSURER A: AIU Insurance Company 19399 INSURED INSURER B: INSURER C: ADP TotalSource DE IV, Inc. 5800 Windward Parkway INSURER D : INSURER E: Alpharetta, GA 30005 LIC/F: Keyser Marston Associates, Inc. INSURER F: GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO LOC JECT 1299 4TH ST, SUITE 408 San Rafael, CA 949010000 IAC -TIC ^/ITC k1"RA0c0• REVISION NUMBER: COVERAGES va.�rn rv.., ..... ....�... 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. EXP /NSR TYPEOFINSURANCE ADDL WV POLICY NUMBER (MMIDDYII YY) ( EFF MM�IDDYIYYYI� LIMITS LTR INSD WV COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR EACH OCCURRENCE $ DAMA ED $ PREMISES Eaoccurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO LOC JECT PRODUCTS - COMP/OP AGG $ $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ UMBRELLA LIAB OCCUR EACHOCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED I RETENTION $ PER OTH- A WORKERS COMPENSATION AND EMPLOYERS'LIABILITY YIN ANYPROP R I ETOR/PART N ER/EXECUT IVE OFFICER/MEMBER EXCLUDED? � (Manf yes, Mandatory in NH) describe under DESCRIPTION OF OPERATIONS below NIA X WC 063528940 CA 07/01/2025 07/01/2026 X STATUTE ER E.L. EACH ACCIDENT $ 2,000,000 E.L. DISEASE - EA EMPLOYEE $ 2,000,000 E.L. DISEASE - POLICY LIMIT $ 2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) All worksite employees working for Keyser Marston Associates, Inc. paid under ADP TOTALSOURCE, INC.'s payroll, are covered under the above stated policy. See attached certificate holder notice of cancellation. Proprietor/Partner/Executive Officer/Member are not excluded as Ion as they are in OF SUBROGATION IN FAVOR the ADPTS payroll or have completed the SEI Participation Addendum. WAIVER Marston Associates, Inc. AS REQUIRED BY OF City of Seal Beach AS RESPECTS OF JOB PERFORMED BY Keyser WRITTEN CONTRACT. \.CRI Irl%lm IG "W-_ City of Seal Beach ATTN: City Manager 211 -8th Street Seal Beach, CA 90740 ACORD 25 (2016/03) PAlUrFI I ATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORIAVION. All rights reserved. The ACORD name and logo are reglsterea marKS 01 AL>vrcv WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 43 03 06 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be _% of the California workers' compensation premium otherwise due on such remuneration. Schedule WAIVER OF SUBROGATION IN FAVOR OF City of Seal Beach AS RESPECTS OF JOB PERFORMED BY Keyser Marston Associates, Inc. AS REQUIRED BY WRITTEN CONTRACT. Person or Organization City of Seal Beach 211 -8th Street Seal Beach, CA 90740 UNITED STATES Job Description Notes: 1. This endorsement may be used to waive the company's right of subrogation against named third parties who may be responsible for an injury. 2. The sentence in ( ) is optional with the company. It limits the endorsement to apply to specific jobs of the insured, and only to the extent that the insured is required to obtain 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 07/01/2025 Policy No. WC 063528940 CA Endorsement No. Insured Insurance Company AIU Insurance Company ADP TotalSource DE IV, Inc. 5800 Windward Parkway Alpharetta, GA 30005 L/C/F: Keyser Marston Associates, Inc. 1299 4TH ST, SUITE 408 R t San Rafael, CA 949010000 Countersigned by ©1998 by the Workers' Compensation Insurance Rating Bureau of California. All rights reserved. From the WCIRB's California Workers' Compensation Insurance Forms Manual ©2001. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different date is indicated below. (The following " attaching clause" need be completed only when this endorsement is issued subsequent to preparation of the policy). This endorsement, effective 12:01 AM 07/01/2025 forms a part of Policy No. WC 063528940 CA Issued to Keyser Marston Associates, Inc. By AIU Insurance Company LIMITED ADVICE OF CANCELLATION TO SCHEDULED ENTITIES (WORKERS' COMPENSATION ONLY) This policy is amended as follows: In the event that the Insurer cancels this policy for any reason other than non-payment of premium, and 1. the cancellation effective date is prior to this policy's expiration date; 2. the Named Insured or, if applicable, any other employers named in Item 1 of the Information Page is under an existing contractual obligation to notify a certificate holder(s) when this policy is canceled (hereinafter, the "Certificate Holder(s)" ) and the Named Insured has provided the Insurer, either directly or through its broker of record, either: (a) the name of the entity shown on the certificate, a contact name at such entity and the U.S. Postal Service mailing address of each such entity; or (b) the email address of a contact at each such entity; and 3. prior to the effective date of cancellation, the Named Insured confirms to the Insurer, either directly or through its broker of record, that the persons or organizations set forth in the Schedule below, as well as their respective addresses listed, should continue to be a part of the Schedule and, if not, the names of the persons or organizations that should be deleted, the Insurer will provide advice of cancellation (the " Advice" ) to each such Certificate Holder(s) confirmed by the Named Insured in writing to be correctly a part of the Schedule within 30 days after the Named Insured confirms the accuracy of the Schedule below with the Insurer; provided, however, that if a specific number of days is not stated above, then the Advice will be provided to such Certificate Holder(s) as soon as reasonably practicable after the Named Insured confirms the accuracy of the Schedule below with the Insurer. Proof of the Insurer emailing the Advice, using the information provided and subsequently confirmed by the Named Insured in writing, will serve as proof that the Insurer has fully satisfied its obligations under this endorsement. This endorsement does not affect, in any way, coverage provided under this policy or the cancellation of this policy or the effective date thereof, nor shall this endorsement invest any rights in any entity not insured under this policy. The following definitions apply to this endorsement: 1. Named Insured means the first named employer in Item 1 of the Information Page of this policy. 2. Insurer means the insurance company shown in the header on the Information Page of this policy. WC 99 00 58 Page 1 of 2 (Ed. 04/11) SCHEDULE NAME OF PERSON OR ORGANIZATION City of Seal Beach All other terms, conditions and exclusions shall remain the same. WC 99 00 58 Page 2 of 2 (Ed. 04/11) E-MAIL OR U.S POSTAL SERVICE ADDRESS 211 -8th Street Seal Beach, CA 90740 -- Y AUTHORIZED REPRESENTATIVE / A� " CERTIFICATE OF LIABILITY INSURANCE M/DD/Y DATE (M YYY) CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, 11/13/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS TYPE OF INSURANCEADDLSUBR CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES WVD BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED POLICY EFF MM/DD/YYYY REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. LIMITS IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. X COMMERCIAL GENERAL LIABILITY 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 CONTACT Sarah Pini NAME: Symphony Risk Solutions Insurance Services, Inc. (415) 957-0600 IX fAHi�Nri Ext): C, No): E-MAIL hon s ini s m risk.com p @ y p y MED EXP (Any one person) $ 10,000 License No. 0589960 ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # 350 California St, Suite 1900 INSURERA: Massachusetts Bay Insurance Company 22306 San Francisco CA 94104 INSURED INSURER B: Allmerica Financial Benefit Insurance Company 41840 INSURER C : The Hanover Insurance Company 22292 Keyser Marston Associates, Inc. INSURER D: Hiscox Insurance Company 10200 1299 4th Street Suite 408 INSURER E: INSURER F: San Rafael CA 94901 COVERAGES CERTIFICATE NUMBER: 25-26 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCEADDLSUBR INSD WVD POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY LIMITS Seal Beach CA 90740 X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE FX OCCUR DAMAGE TO PREM SES Ea oRENTED cE ante $ 100,000 MED EXP (Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 A Y Y ZDFA49104911 12/01/2025 12/01/2026 GEN'LAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY ❑ PRO ❑ LOC JECT PRODUCTS-COMP/OPAGG $ Included $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 Ea accident BODILY INJURY (Per person) $ X ANYAUTO B OWNED SCHEDULED AUTOS ONLY AUTOS Y Y AWFA490049 12/01/2025 12/01/2026 BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ Per accident HIRED NON -OWNED AUTOS ONLY AUTOS ONLY Uninsured motorist $ 1,000,000 UMBRELLA LIAB OCCUR vV""'& &E''V "" 4,000,000 EACH OCCURRENCE $ AGGREGATE $ 4,000,000 C EXCESS LAB CLAIMS -MADE Y Y UHFA49117111 12/01/2025 12/01/2026 DED I X1 RETENTION $ 0 $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N PER OTH- STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ OFFICER/MEMBER EXCLUDED? NIA E.L. EACH ACCIDENT $ (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ Each Claim $2,000,000 D Professional Liability Retention $5,000 MPL5495897.25 12/01/2025 12/01/2026 Aggregate Limit $4,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Seal Beach, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents acting as independent contractors in the role of City officials are named as additional insureds as respects their interests may appear per written contract. This Insurance is primary and non-contributory. Severability of interests applies. Waiver of Subrogation applies. 30 days notice of cancellation/10 days for non-payment of premium CERTIFICATE HOLDER CANCELLATION ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Seal Beach ACCORDANCE WITH THE POLICY PROVISIONS. Attn: City Manager AUTHORIZED REPRESENTATIVE 211 -8th Street 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 Policy Number: ZDFA49104911 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SUMMARY OF COVERAGES 1. Additional Insured by Contract, Agreement or Permit Included 2. Additional Insured — Primary and Non -Contributory Included 3. Blanket Waiver of Subrogation Included 4. Bodily Injury Redefined Included 5. Broad Form Property Damage — Borrowed Equipment, Customers Goods & Use of Elevators Included 6. Knowledge of Occurrence Included 7. Liberalization Clause Included 8. Medical Payments — Extended Reporting Period Included 9. Newly Acquired or Formed Organizations - Covered until end of policy period Included 10. Non -owned Watercraft 51 ft. 11. Supplementary Payments Increased Limits - Bail Bonds $2,500 - Loss of Earnings $1000 12. jUnintentional Failure to Disclose Hazards Included 13. Unintentional Failure to Notify Included This endorsement amends coverages provided under the Commercial General Liability Coverage Part through new coverages, higher limits and broader coverage grants. 1. Additional Insured by Contract, Agreement or Permit The following is added to SECTION II — WHO IS AN INSURED: Additional Insured by Contract, Agreement or Permit a. Any person or organization with whom you agreed in a written contract, written agreement or permit that such person or organization to add an additional insured on your policy is an additional insured only with respect to liability for "bodily injury", "property damage", or "personal and advertising injury" caused, in whole or in part, by your acts or omissions, or the acts or omissions of those acting on your behalf, but only with respect to: (1) "Your work" for the additional insured(s) designated in the contract, agreement or permit; (2) Premises you own, rent, lease or occupy; or (3) Your maintenance, operation or use of equipment leased to you. b. The insurance afforded to such additional insured described above: (1) Only applies to the extent permitted by law; and (2) Will not be broader than the insurance which you are required by the contract, agreement or permit to provide for such additional insured. 421-2915 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 4 (3) Applies on a primary basis if that is required by the written contract, written agreement or permit. (4) Will not be broader than coverage provided to any other insured. (5) Does not apply if the "bodily injury', "property damage" or "personal and advertising injury' is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto. c. This provision does not apply: (1) Unless the written contract or written agreement was executed or permit was issued prior to the "bodily injury", "property damage", or "personal injury and advertising injury'. (2) To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. (3) To any lessor of equipment: (a) After the equipment lease expires; or (b) If the "bodily injury', "property damage", "personal and advertising injury' arises out of sole negligence of the lessor (4) To any: (a) Owners or other interests from. whom land has been leased which takes place after the lease for the land ex- pires; or (b) Managers or lessors of premises if: (i) The occurrence takes place after you cease to be a tenant in that premises; or (ii) The "bodily injury', "property damage", "personal injury' or "advertising injury" arises out of structural alterations, new con- struction or demolition operations performed by or on behalf of the manager or lessor. (5) To "bodily injury', "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury' or "property damage" or the offense which caused the "personal and advertising injury' involved the rendering of or failure to render any professional services by or for you. d. With respect to the insurance afforded to these additional insureds, the following is added to SECTION III — LIMITS OF INSURANCE: The most we will pay on behalf of the additional insured for a covered claim is the lesser of the amount of insurance: 1. Required by the contract, agreement or permit described in Paragraph a.; or 2. Available under the applicable Limits of Insurance shown in the Declarations. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. 2. Additional Insured — Primary and Non - Contributory The following is added to SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 4. Other insurance: Additional Insured — Primary and Non - Contributory If you agree in a written contract, written agreement or permit that the insurance provided to any person or organization included as an Additional Insured under SECTION II — WHO IS AN INSURED, is primary and non-contributory, the following applies: If other valid and collectible insurance is available to the Additional Insured for a loss covered under Coverages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary to other insurance that is available to the Additional Insured which covers the Additional Insured as a Named Insured. We will not seek contribution from any other insurance available to the Additional Insured except: (1) For the sole negligence of the Additional Insured; (2) When the Additional Insured is an Additional Insured under another primary liability policy; or (3) when b. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in c. below. 421-2915 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 4 b. Excess Insurance (1) This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (a) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (b) That is Fire insurance for premises rented to the Additional Insured or temporarily occupied by the Additional Insured with permission of the owner; (c) That is insurance purchased by the Additional Insured to cover the Additional Insured's liability as a tenant for "property damage" to premises rented to the Additional Insured or temporarily occupied by the Additional with permission of the owner; or (d) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of SECTION I — COVERAGE A — BODILY INURY AND PROPERTY DAMAGE LIABILITY. (2) When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. (3) When this insurance is excess over other Insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self insured amounts under all that other insurance. insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers 3. Blanket Waiver of Subrogation The following is added to SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damage under this coverage form. The damage must arise out of your activities under a written contract with that person or organization. This waiver applies only to the extent that subrogation is waived under a written contract executed prior to the "occurrence" or offense giving rise to such payments. 4. Bodily Injury Redefined SECTION V — DEFINITIONS, Definition 3. "bodily injury" is replaced by the following: 3. "Bodily injury" means bodily injury, sickness or disease sustained by a person including death resulting from any of these at any time. "Bodily injury" includes mental anguish or other mental injury resulting from "bodily injury". 5. Broad Form Property Damage — Borrowed Equipment, Customers Goods, Use of Elevators a. SECTION I — COVERAGES, COVERAGE A — BODILIY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions subparagraph j. is amended as follows: Paragraph (4) does not apply to "property damage" to borrowed equipment while at a jobsite and not being used to perform operations. We will share the remaining loss, if any, Paragraphs (3), (4) and (6) do not apply to with any other insurance that is not "property damage" to "customers goods" while described in this Excess Insurance on your premises nor do they apply to the use provision and was not bought specifically of elevators at premises you own, rent, lease to apply in excess of the Limits of or occupy. Insurance shown in the Declarations of b. The following is added to SECTION V — this Coverage Part. DEFINTIONS: c. Method Of Sharing 24. "Customers goods" means property of If all of the other insurance permits your customer on your premises for the contribution by equal shares, we will follow this purpose of being: method also. Under this approach each 421-2915 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 4 a. worked on; or b. used in your manufacturing process. c. The insurance afforded under this provision is excess over any other valid and collectible property insurance (including deductible) available to the insured whether primary, excess, contingent 6. Knowledge of Occurrence The following is added to SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. Duties in the Event of Occurrence, Offense, Claim or Suit: e. Notice of an "occurrence", offense, claim or "suit" will be considered knowledge of the insured if reported to an individual named insured, partner, executive officer or an "employee" designated by you to give us such a notice. 7. Liberalization Clause The following is added to SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: Liberalization Clause If we adopt any revision that would broaden the coverage under this Coverage Form without additional premium, within 45 days prior to or during the policy period, the broadened coverage will immediately apply to this Coverage Part. 8. Medical Payments — Extended Reporting Period a. SECTION I — COVERAGES, COVERAGE C — MEDICAL PAYMENTS, Paragraph 1. Insuring Agreement, subparagraph a.(3)(b) is replaced by the following: (b) The expenses are incurred and reported to us within three years of the date of the accident; and b. This coverage does not apply if COVERAGE C — MEDICAL PAYMENTS is excluded either by the provisions of the Coverage Part or by endorsement. 10. Non -Owned Watercraft SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions, subparagraph g.(2) is replaced by the following: g. Aircraft, Auto Or Watercraft (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to carry persons or property for a charge; This provision applies to any person who, with your consent, either uses or is responsible for the use of a watercraft. 11. Supplementary Payments Increased Limits SECTION I — SUPPLEMENTARY PAYMENTS COVERAGES A AND B, Paragraphs 1.b. and 1.d. are replaced by the following: 1.b. Up to $2,500 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. 1 A.All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $1000 a day because of time off from work. 12. Unintentional Failure to Disclose Hazards The following is added to SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 6. Representations: We will not disclaim coverage under this Coverage Part if you fail to disclose all hazards existing as of the inception date of the policy provided such failure is not intentional. 13. Unintentional Failure to Notify The following is added to SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. Duties in the Event of Occurrence, Offense, Claim or Suit: 9. Newly Acquired Or Formed Organizations Your rights afforded under this policy shall not be SECTION II —WHO IS AN INSURED, Paragraph prejudiced if you fail to give us notice of an "occurrence", offense, claim or "suit", solely due to 3.a. is replaced by the following: your reasonable and documented belief that the a. Coverage under this provision is afforded until "bodily injury" or "property damage" is not covered the end of the policy period. under this policy. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED 421-2915 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 4