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Select Trenchless Pipelines - 2020-08-28
SERVICE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND SELECT TRENCHLESS PIPELINES FOR SEWER LATERAL LINING SERVICES THIS AGREEMENT ("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter called "City," and Select Trenchless Pipelines, a California Company, hereinafter referred to as "Contractor." Recitals A. The City desires to retain a Contractor having special skill and knowledge in the field of sewer lateral lining services. B. Contractor represents that Contractor is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a comparable company or firm in the field. Contractor has been selected to perform these services pursuant to Huntington Beach Municipal Code Chapter 3.02. NOW, THEREFORE, it is agreed by City and Contractor as follows: 1. Scope of Services Contractor shall provide all services as described in Exhibit"A," which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the "Project." Contractor hereby designates Tom Hlavac who shall represent it and be its sole contact and agent in all consultations with City during the performance of this Agreement. 2. City Staff Assistance City shall assign a staff coordinator to work directly with Contractor in the performance of this Agreement. 19-7680/205754 1 3. Compensation a. City agrees to pay, and Contractor agrees to accept as total payment for its services, the rates and charges identified in Exhibit"B." The total sum to be expended under this Agreement, shall not exceed Seventy Thousand Dollars ($70,000). b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. C. Contractor shall be paid pursuant to the terms of Exhibit `B." 4. Term Time is of the essence of this Agreement. The services of Contractor are to commence August 28 2020, or as soon as practicable after the execution of this Agreement by City (the "Commencement Date"). This Agreement shall automatically terminate three (3) years from the Commencement Date, unless extended or sooner terminated as provided herein. Contract may be extended for 2 additional one- year periods if mutually agreed to in writing by both parties. The time for performance of the tasks identified in Exhibit"A" are generally to be shown in Exhibit"A." This schedule and Term may be amended to benefit the Project if mutually agreed to in writing by City and Contractor. In the event the Commencement Date precedes the Effective Date, Contractor shall be bound by all terms and conditions as provided herein. 5. Extra Work In the event City requires additional services not included in Exhibit"A" or changes in the scope of services described in Exhibit"A," Contractor will undertake such work only after receiving written authorization from City. Additional compensation for such extra work shall be allowed only if the prior written approval of City is obtained. 6. Disposition of Plans, Estimates and Other Documents Contractor agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, date or programs, maps, memoranda, letters and other documents, shall belong to City, and Contractor shall turn these materials over to City upon expiration or termination of this Agreement or upon Project completion, whichever shall occur first. These materials may be used by City as it sees fit. 19-7680/205754 2 7. Hold Harmless Contractor hereby agrees to protect, defend, indemnify and hold harmless City, its officers, elected or appointed officials, employees, agents, and volunteers from and against any and all claims, damages, losses, expenses,judgments, demands and defense costs, and consequential damage or liability of any kind or nature, however caused, including those resulting from death or injury to Contractor's employees and damage to Contractor's property, arising directly or indirectly out of the obligations or operations herein undertaken by Contractor, caused in whole or in part by any negligent act or omission of the Contractor, any subcontractors, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, including but not limited to concurrent active or passive negligence, except where caused by the active negligence, sole negligence, or willful misconduct of the City. Contractor will conduct all defense at its sole cost and expense and City shall approve selection of Contractor's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Contractor. 8. Workers Compensation Insurance Pursuant to California Labor Code Section 1861, Contractor acknowledges awareness of Section 3700 et seq. of this Code,which requires every employer to be insured against liability for workers' compensation; Contractor covenants that it will comply with such provisions prior to commencing performance of the work hereunder. Contractor shall obtain and furnish to City workers' compensation and employer's liability insurance in an amount of not less than the State statutory limits. Contractor shall require all subcontractors to provide such workers' compensation and employer's liability insurance for all of the subcontractors' employees. Contractor shall furnish to City a certificate of waiver of subrogation under the terms of the workers' compensation and employer's liability insurance and Contractor shall similarly require all subcontractors to waive subrogation. 9. General Liability Insurance In addition to the workers' compensation and employer's liability insurance and Contractor's covenant to defend, hold harmless and indemnify City, Contractor shall obtain and furnish to City, a policy of general public liability insurance, including motor vehicle coverage covering the Project/Service. This policy shall indemnify Contractor, its officers, employees and agents while acting within the scope of their duties, against any and all claims arising out of or in connection with the Project/Service, and shall provide coverage in not less than the following amount: combined single limit bodily injury and property damage, including products/completed operations liability and blanket contractual liability, of One Million Dollars ($1,000,000) per occurrence. If 19-7680/205754 3 coverage is provided under a form which includes a designated general aggregate limit, the aggregate limit must be no less than One Million Dollars ($1,000,000) per occurrence. If coverage is provided under a form which includes a designated general aggregate limit, the aggregate limit must be no less than One Million Dollars ($1,000,000) for this Project/Service. This policy shall name City, its officers, elected or appointed officials, employees, agents, and volunteers as Additional Insureds, and shall specifically provide that any other insurance coverage which may be applicable to the Project/Service shall be deemed excess coverage and that Contractor's insurance shall be primary. Under no circumstances shall said above-mentioned insurance contain a self- insured retention, or a"deductible" or any other similar form of limitation on the required coverage. 10. Automobile Liability Insurance Contractor shall obtain and furnish to City an automotive liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for Contractor's automotive liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and a separate "Additional Insured Endorsement" page listing both the policy number and naming the "City of Huntington Beach, its officers, elected or appointed officials, employees, agents and volunteers" as additional insured on the endorsement. The above-mentioned insurance shall not contain a self-insured retention, "deductible" or any similar form of limitation on the required coverage except with the express written consent of City. 11. Certificate of Insurance Prior to commencing performance of the work hereunder, Contractor shall furnish to City a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall: a. provide the name and policy number of each carrier and policy; b. state that the policy is currently in force; and C. promise that such policy shall not be suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice; however, ten (10) days' prior written notice in the event of cancellation for nonpayment of premium. Contractor shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by City. This requirement for carrying the foregoing insurance coverage shall not derogate from Contractor's defense, hold harmless and indemnification obligations as set forth in this Agreement. City or its representative shall at all times have the right to demand the 19-7680/205754 4 original or a copy of the policy of insurance. Contractor shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. 12. Independent Contractor Contractor is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of City. Contractor shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for Contractor and its officers, agents and employees and all business licenses, if any, in connection with the Project and/or the services to be performed hereunder. 13. Conflict of Interest Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 14. Termination This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Director may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 15. Exclusivity and Amendment This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 19-7680/205754 5 16. Assignment Inasmuch as to this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City. 17. City Employees and Officials Contractor shall employ no City official nor any regular City employee in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 18. Notices Any notices, certificates, or other communications hereunder shall be given either by personal delivery to Contractor's agent(as designated in Section I hereinabove) or to City as the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Service, to the addresses below. City and Contractor may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U.S. certified U.S. certified mail-return receipt requested: To City: Contractor: City of Huntington Beach Select Trenchless Pipelines Attn: Brian A. Ragland Attn: Tom Hlavac 2000 Main Street 6390 Columbus St. Huntington Beach, CA 92648 Riverside, CA 92504 19. Consent When City's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transactions or event. 19-7680/205754 6 20. Modification No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 21. Section Headings The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 22. Interpretation of this Agreement The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 23. Duplicate Original The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 24. Immigration Contractor shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 19-7680/205754 7 25. Legal Services Subcontracting Prohibited Contractor and City agree that City is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. Contractor understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for City; and City shall not be liable for payment of any legal services expenses incurred by Contractor. 26. Confidentiality Contractor,recognizes that in the performance of its duties under this Agreement, it must conduct its activities in a manner designed to protect information of a sensitive nature from improper use or disclosure. Contractor warrants that it will use reasonable efforts consistent with practices customary in the facilities management industry in recruiting, training and supervising employees and in otherwise performing its duties hereunder in order to achieve this result. In the furtherance of this, Contractor agrees, at the request of the City, to require its employees to execute written undertakings to comply with the foregoing confidentiality provision. 27. Discrimination Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 28. Jurisdiction—Venue This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be government and construed in accordance with the laws of the State of California. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 29. Professional Licenses Contractor shall, through the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Huntington Beach and all other governmental agencies. 19-7680/205754 8 Contractor shall notify the City immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 30. Attorney's Fees In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the non-prevailing party. 31. Survival Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 32. Governing Law This Agreement shall be governed and construed in accordance with the laws of the State of California. 33. Signatories Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 34. Entirety (a) The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement warranty, fact or circumstance not expressly set forth in this Agreement. (b) All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 19-7680/205754 9 35. Effective Date This Agreement shall be effective on the date of its approval by the City Attorney. This Agreement shall expire when terminated as provided herein. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. CONSULTANT, CITY OF HUNTINGTON BEACH, Select Trenchless Pipelines a municipal corporation of the State of California By: --� 4 M H L-A V,4 <Z' �ityManager print name INITI ED AND ROVE ITS: (circle one)Chairman residen ice President AND Director of Public Works By: APPROVED AS TO FORM: print name ITS: (circle one)Secretary/Chief Financial Officer/Asst. City Attorney Secretary—Treasurer Date RECEIVE AND FILE: 7�? City Clerk Date -Z��-20-?� 19-7680/205754 10 SELETRE-01 KFRANCISCO ACORO" CERTIFICATE OF LIABILITY INSURANCE GATE(MMIDD YYYY) �-� 6115/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License#OM70471 NOMTACT Keshia Francisco Orion Risk Management Insurance Services,An Alera Group Insurance (A/PHONE Et):(949)391-1528 FAX,No):(949)263-8860 Agency, LLC 1800 Quail Street,Suite 110 E-MAI .kfrancisco@orionrisk.com Newport Beach,CA 92660 INSURER S AFFORDING COVERAGE NAIC# _ INSURERA:XL Insurance America Inc. 24554 INSURED INSURER 8:The Hartford Fire Insurance Company 19682 Select Trenchless Pipelines,Inc. INSURER C:XL Specially Insurance Company 37885 6390 Columbus Street INSURERD: Riverside,CA 92504 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. _ INSR LTRTYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS DDfYYYYI A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE OCCUR X )( NPC100375700 6114/2020 6/14/2021 DAMAGE TO RENTED $ 500,000 MED EXP(Any oneperson) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY jEe- LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ B AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 X ANY AUTO X X 83UENSY4031 10/1/2019 10/1/2020 BODILY INJURY Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS SSWryED BODILY INJURY Per accident $ AUTOS ONLY AUOTOS ONLY PPeoracEaR'dent AMAGE $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAR CLAIMS-MADE AGGREGATE DED RETENTION$ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STA LITE ER ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ N/A E.L.EACH ACCIDENT QFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L.DISEASE-EA EMPLOYE It yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ C Inland Marine NIM100375800 6/14/2020 6/14/2021 Rented/Leased Equip 25,000 I DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Re: Jetting and Lining City of Huntington Beach,its officers,elected or appointed officials,employees,agents and volunteers are inclu"patlryglV'igyaWR2ufieel sl�je"he terms and conditions of the attached General Liability&Auto endorsements,waiver of subrogation applies. Hl RW C i.r H.7 V rvr�In By: CERTIFICATE HOLDER CANCELLATION is a Gates, Attorney SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Huntington Beach THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Y 9 ACCORDANCE WITH THE POLICY PROVISIONS. P.O.Box 190-2000 Main Street, Huntington Beach,CA 92648-2702 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 83UENSY4031 COMMERCIAL AUTOMOBILE HA99160312 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form, the provisions of this endorsement apply. 1. BROAD FORM INSURED d. Any "employee" of yours while using a A. Subsidiaries and Newly Acquired or covered "auto" you don't own, hire or Formed Organizations borrow in your business or your The Named Insured shown in the personal affairs. Declarations is amended to include: C. Lessors as Insureds (1) Any legal business entity other than a Paragraph A.1. -WHO IS AN INSURED -of partnership or joint venture, formed as a Section 11 - Liability Coverage is amended to subsidiary in which you have an add: ownership interest of more than 50% on e. The lessor of a covered "auto" while the the effective date of the Coverage Form. "auto" is leased to you under a written However, the Named Insured does not agreement if: include any subsidiary that is an "insured" under any other automobile (1) The agreement requires you to policy or would be an "insured" under provide direct primary insurance for the lessor and such a policy but for its termination or the exhaustion of its Limit of Insurance. (2) The "auto" is leased without a driver. (2) Any organization that is acquired or Such a leased "auto" will be considered a formed by you and over which you covered "auto" you own and not a covered maintain majority ownership. However, "auto"you hire. the Named Insured does not include any D. Additional Insured if Required by Contract newly formed or acquired organization: (1) Paragraph A.1. - WHO IS AN INSURED (a) That is a partnership or joint - of Section II - Liability Coverage is venture, amended to add: (b) That is an "insured" under any other f. When you have agreed, in a written policy, contract or written agreement, that a (c) That has exhausted its Limit of person or organization be added as Insurance under any other policy, or an additional insured on your (d) 180 days or more after its business auto policy, such person or acquisition or formation by you, organization is an "insured", but only unless you have given us notice of to the extent such person or the acquisition or formation. organization is liable for "bodily Coverage does not apply to "bodily injury" or "property damage" caused injury" or "property damage" that results by the conduct of an "insured" under from an "accident" that occurred before paragraphs a. or b. of Who Is An you formed or acquired the organization. Insured with regard to the B. Employees as Insureds ownership, maintenance or use of a covered "auto." Paragraph A.1. -WHO IS AN INSURED - of SECTION II - LIABILITY COVERAGE is amended to add: ©2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc.,with its permission.) Page 1 of 5 The insurance afforded to any such E. Primary and Non-Contributory if additional insured applies only if the Required by Contract "bodily injury" or "property damage" Only with respect to insurance provided to occurs: an additional insured in 1.D. - Additional (1) During the policy period, and Insured If Required by Contract, the (2) Subsequent to the execution of such following provisions apply: written contract, and (3) Primary Insurance When Required By (3) Prior to the expiration of the period Contract of time that the written contract This insurance is primary if you have requires such insurance be provided agreed in a written contract or written to the additional insured. agreement that this insurance be (2) How Limits Apply primary. If other insurance is also primary, we will share with all that other If you have agreed in a written contract insurance by the method described in or written agreement that another Other Insurance 5.d. person or organization be added as an additional insured on your policy, the (4) Primary And Non-Contributory To Other most we will pay on behalf of such Insurance When Required By Contract additional insured is the lesser of: If you have agreed in a written contract (a) The limits of insurance specified in or written agreement that this insurance the written contract or written is primary and non-contributory with the agreement; or additional insured's own insurance, this insurance is primary and we will not (b) The Limits of Insurance shown in seek contribution from that other the Declarations. insurance. Such amount shall be a part of and not Paragraphs (3) and (4) do not apply to other in addition to Limits of Insurance shown insurance to which the additional insured in the Declarations and described in this has been added as an additional insured. Section. When this insurance is excess, we will have no (3) Additional Insureds Other Insurance duty to defend the insured against any "suit" if If we cover a claim or "suit" under this any other insurer has a duty to defend the Coverage Part that may also be covered insured against that "suit". If no other insurer by other insurance available to an defends, we will undertake to do so, but we will additional insured, such additional be entitled to the insured's rights against all insured must submit such claim or "suit" those other insurers. to the other insurer for defense and When this insurance is excess over other indemnity. insurance, we will pay only our share of the However, this provision does not apply amount of the loss, if any, that exceeds the sum to the extent that you have agreed in a of: written contract or written agreement (1) The total amount that all such other that this insurance is primary and non- insurance would pay for the loss in the contributory with the additional insured's absence of this insurance; and own insurance. (2) The total of all deductible and self-insured (4) Duties in The Event Of Accident, Claim, amounts under all that other insurance. Suit or Loss We will share the remaining loss, if any, by the If you have agreed in a written contract method described in Other Insurance 5.d. or written agreement that another person or organization be added as an 2. AUTOS RENTED BY EMPLOYEES additional insured on your policy, the Any "auto" hired or rented by your "employee" additional insured shall be required to on your behalf and at your direction will be comply with the provisions in LOSS considered an "auto"you hire. CONDITIONS 2. - DUTIES IN THE The OTHER INSURANCE Condition is amended EVENT OF ACCIDENT, CLAIM , SUIT by adding the following: OR LOSS — OF SECTION IV — BUSINESS AUTO CONDITIONS, in the same manner as the Named Insured. ©2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 2 of 5 If an "employee's" personal insurance also 5. PHYSICAL DAMAGE - ADDITIONAL applies on an excess basis to a covered "auto" TEMPORARY TRANSPORTATION EXPENSE hired or rented by your "employee" on your COVERAGE behalf and at your direction, this insurance will Paragraph AA.a. of SECTION III - PHYSICAL be primary to the "employee's" personal DAMAGE COVERAGE is amended to provide a insurance. limit of $50 per day and a maximum limit of 3. AMENDED FELLOW EMPLOYEE EXCLUSION $1,000. EXCLUSION 5. - FELLOW EMPLOYEE - of 6. LOAN/LEASE GAP COVERAGE SECTION II - LIABILITY COVERAGE does not Under SECTION III - PHYSICAL DAMAGE apply if you have workers' compensation COVERAGE, in the event of a total "loss" to a insurance in-force covering all of your covered "auto", we will pay your additional legal "employees". obligation for any difference between the actual Coverage is excess over any other collectible cash value of the "auto" at the time of the "loss" insurance. and the"outstanding balance"of the loan/lease. 4. HIRED AUTO PHYSICAL DAMAGE COVERAGE "Outstanding balance" means the amount you If hired "autos" are covered "autos" for Liability owe on the loan/lease at the time of "loss" less Coverage and if Comprehensive, Specified any amounts representing taxes; overdue Causes of Loss, or Collision coverages are payments; penalties, interest or charges provided under this Coverage Form for any resulting from overdue payments; additional "auto" you own, then the Physical Damage mileage charges; excess wear and tear charges; Coverages provided are extended to "autos"you lease termination fees; security deposits not hire or borrow, subject to the following limit. returned by the lessor; costs for extended warranties, credit life Insurance, health, accident The most we will pay for "loss" to any hired or disability insurance purchased with the loan or "auto" is: lease; and carry-over balances from previous (1) $100,000; loans or leases. (2) The actual cash value of the damaged or 7. AIRBAG COVERAGE stolen property at the time of the "loss"; or Under Paragraph B. EXCLUSIONS - of (3) The cost of repairing or replacing the SECTION III - PHYSICAL DAMAGE damaged or stolen property, COVERAGE, the following is added: whichever is smallest, minus a deductible. The The exclusion relating to mechanical breakdown deductible will be equal to the largest deductible does not apply to the accidental discharge of an applicable to any owned "auto" for that airbag. coverage. No deductible applies to "loss"caused g, ELECTRONIC EQUIPMENT - BROADENED by fire or lightning. Hired Auto Physical Damage COVERAGE coverage is excess over any other collectible insurance. Subject to the above limit, deductible a. The exceptions to Paragraphs BA - and excess provisions, we will provide coverage EXCLUSIONS - of SECTION III - PHYSICAL equal to the broadest coverage applicable to any DAMAGE COVERAGE are replaced by the covered "auto"you own. following: We will also cover loss of use of the hired "auto" Exclusions 4.c. and 4.d. do not apply to if it results from an "accident", you are legally equipment designed to be operated solely liable and the lessor incurs an actual financial by use of the power from the "auto's" loss, subject to a maximum of $1000 per electrical system that, at the time of"loss", "accident". is: This extension of coverage does not apply to (1) Permanently installed in or upon any "auto" you hire or borrow from any of your the covered "auto"; "employees", partners (if you are a partnership), (2) Removable from a housing unit members (if you are a limited liability company), which is permanently installed in or members of their households. or upon the covered "auto"; (3) An integral part of the same unit housing any electronic equipment described in Paragraphs(1)and (2)above; or ©2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc.,with its permission.) Page 3 of 5 (4) Necessary for the normal If another Hartford Financial Services Group, operation of the covered "auto"or Inc. company policy or coverage form that is not the monitoring of the covered an automobile policy or coverage form applies to "auto's"operating system. the same"accident", the following applies: b.Section III — Version CA 00 01 03 10 of the (1) If the deductible under this Business Auto Business Auto Coverage Form, Physical Coverage Form is the smaller (or smallest) Damage Coverage, Limit of Insurance, deductible, it will be waived; Paragraph C.2 and Version CA 00 01 10 01 of (2) If the deductible under this Business Auto the Business Auto Coverage Form, Physical Coverage Form is not the smaller (or Damage Coverage, Limit of Insurance, smallest) deductible, it will be reduced by Paragraph C are each amended to add the the amount of the smaller (or smallest) following: deductible. $1,500 is the most we will pay for "loss" in 12. AMENDED DUTIES IN THE EVENT OF any one "accident" to all electronic ACCIDENT, CLAIM, SUIT OR LOSS equipment(other than equipment designed The requirement in LOSS CONDITIONS 2.a. - solely for the reproduction of sound, and a DUTIES IN THE EVENT OF ACCIDENT,CLAIM, accessories used with such equipment) that reproduces, receives or transmits SUIT OR LOSS - of SECTION IV - BUSINESS AUTO CONDITIONS that you must notify us of audio, visual or data signals which, at the time of"loss", is: an "accident" applies only when the "accident" is known to: (1) Permanently installed in or upon the covered "auto" in a housing, (1) You, if you are an individual; opening or other location that is not (2) A partner, if you are a partnership; normally used by the "auto" (3) A member, if you are a limited liability manufacturer for the installation of company; or such equipment; (4) An executive officer or insurance manager, if (2) Removable from a permanently you are a corporation. installed housing unit as described 13. UNINTENTIONAL FAILURE TO DISCLOSE in Paragraph 2.a. above or is an HAZARDS integral part of that equipment; or (3)An integral part of such equipment. If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we c.For each covered "auto", should loss be limited will not deny coverage under this Coverage to electronic equipment only, our obligation to Form because of such failure. pay for, repair, return or replace damaged or 14. HIRED AUTO -COVERAGE TERRITORY stolen electronic equipment will be reduced by the applicable deductible shown in the Paragraph e. of GENERAL CONDITIONS 7. - Declarations, or $250, whichever deductible is POLICY PERIOD, COVERAGE TERRITORY - less. of SECTION IV - BUSINESS AUTO 9. EXTRA EXPENSE - BROADENED CONDITIONS is replaced by the following: COVERAGE e. For short-term hired "autos", the coverage Under Paragraph A. -COVERAGE -of SECTION territory with respect to Liability Coverage is III - PHYSICAL DAMAGE COVERAGE, we will anywhere in the world provided that if the pay for the expense of returning a stolen covered "insured's" responsibility to pay damages for "auto"to you. "bodily injury' or "property damage" is determined in a "suit,"the"suit" is brought in 10. GLASS REPAIR-WAIVER OF DEDUCTIBLE the United States of America, the territories Under Paragraph D.-DEDUCTIBLE-of SECTION and possessions of the United States of III - PHYSICAL DAMAGE COVERAGE, the America, Puerto Rico or Canada or in a following is added: settlement we agree to. No deductible applies to glass damage if the 15. WAIVER OF SUBROGATION glass is repaired rather than replaced. TRANSFER OF RIGHTS OF RECOVERY 11. TWO OR MORE DEDUCTIBLES AGAINST OTHERS TO US - of SECTION IV - Under Paragraph D.-DEDUCTIBLE-of SECTION BUSINESS AUTO CONDITIONS is amended by III - PHYSICAL DAMAGE COVERAGE, the adding the following: following is added: ©2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc.,with its permission.) Page 4 of 5 We waive any right of recovery we may have c.Regardless of the number of autos deemed a against any person or organization with whom total loss, the most we will pay under this you have a written contract that requires such Hybrid, Electric, or Natural Gas Vehicle waiver because of payments we make for Payment Coverage provision for any one damages under this Coverage Form. "loss" is $10,000. 16. RESULTANT MENTAL ANGUISH COVERAGE For the purposes of the coverage provision, The definition of "bodily injury" in SECTION V- a.A "non-hybrid" auto is defined as an auto that DEFINITIONS is replaced by the following: uses only an internal combustion engine to "Bodily injury" means bodily injury, sickness or move the auto but does not include autos disease sustained by any person, including powered solely by electricity or natural gas. mental anguish or death resulting from any of b.A "hybrid" auto is defined as an auto with an these. internal combustion engine and one or more 17. EXTENDED CANCELLATION CONDITION electric motors; and that uses the internal Paragraph 2. of the COMMON POLICY combustion engine and one or more electric CONDITIONS - CANCELLATION - applies motors to move the auto, or the internal t as follows: combustion engine to charge one or more except electric motors,which move the auto. If we cancel for any reason other than 19. VEHICLE WRAP COVERAGE nonpayment of premium, we will mail or deliver to the first Named Insured written notice of In the event of a total loss town "auto" for which cancellation at least 60 days before the effective Comprehensive, Specified Causes of Loss, or date of cancellation. Collision coverages are provided under this 18. HYBRID, ELECTRIC, OR NATURAL GAS Coverage Form, then such Physical Damage VEHICLE PAYMENT COVERAGE Coverages are amended to add the following: In addition to the actual cash value of the "auto", In the event of a total loss to a "non-hybrid" auto we will pay up to $1,000 for vinyl vehicle wraps for which Comprehensive, Specified Causes of which are displayed on the covered "auto" at the Loss, or Collision coverages are provided under time of total loss. Regardless of the number of this Coverage Form, then such Physical autos deemed a total loss, the most we will pay Damage Coverages are amended as follows: under this Vehicle Wrap Coverage provision for a.lf the auto is replaced with a "hybrid" auto or any one "loss" is $5,000. For purposes of this an auto powered solely by electricity or natural coverage provision, signs or other graphics gas, we will pay an additional 10%, to a painted or magnetically affixed to the vehicle are maximum of$2,500, of the "non-hybrid" auto's not considered vehicle wraps. actual cash value or replacement cost, whichever is less, b.The auto must be replaced and a copy of a bill of sale or new lease agreement received by us within 60 calendar days of the date of"loss," ©2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 5 of 5 ENDORSEMENT# This endorsement, effective 12:01 a.m. , forms a part of Policy NO. NPC100375700 issued to Select Trenchless Pipelines,Inc. by XL Insurance America,Inc. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY XL Plus Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE - This endorsement broadens coverage. The following listing is a general coverage description only. Limitations and exclusions may apply to these coverages. Read this endorsement carefully to determine rights, duties, and what is and is not covered. A. Reasonable Force— Bodily Injury or Property Damage B. Damage To Premises Rented To You Extension • Perils of fire, lightning, explosion, smoke, aircraft or vehicles, riot or civil commotion, vandalism, leakage from fire extinguishing equipment or water damage • Limit increased to $300,000 C. Aircraft Chartered with Crew D. Non-Owned Watercraft E. Personal and Advertising Injury—Assumed by Insured Contract F. Increased Supplementary Payments • Cost for bail bonds increased to $5,000 • Loss of earnings increased to $1,000 per day G. Broadened Named Insured H. Blanket Additional Insured—Managers or Lessors of Premises I. Blanket Additional Insured—Lessor of Leased Equipment J. Injury to Co-Employees and Co-Volunteer Workers K. Knowledge and Notice of Occurrence or Offense L. Unintentional Omission M.Liberalization N. Blanket Waiver of Subrogation O. Incidental Medical Malpractice Injury P. Extension of Coverage— Bodily Injury Q. Coverage Territory Form XIL 436 1208 ©2008,XL America, Inc. Page 1 of 8 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. A. REASONABLE FORCE—BODILY INJURY OR PROPERTY DAMAGE Exclusion a. Expected Or Intended Injury of Part 2., Exclusions of Coverage A. Bodily Injury And Property Damage Liability of Section I—Coverages is deleted in its entirety and replaced by the following: [This insurance does not apply to:) Expected or Intended Injury or Damage "Bodily injury" or"property damage"expected or intended from the standpoint of the insured. This exclusion does not apply to"bodily injury" or"property damage" resulting from the use of reasonable force to protect persons or property. B. DAMAGE TO PREMISES RENTED TO YOU EXTENSION 1. The last paragraph of 2. Exclusions of Coverage A. Bodily Injury And Property Damage Liability of Section I -Coverages is deleted in its entirety and replaced by the following: Exclusions c. through n. do not apply to damages to premises while rented to you, or temporarily occupied by you with permission of the owner, caused by fire, lightning, explosion, smoke, aircraft or vehicles, riot or civil commotion,vandalism, leakage from fire extinguishing equipment or water damage. A separate limit of insurance applies to this coverage as described in Section III- Limits of Insurance. 2. This insurance does not apply to damage to premises while rented to you, or temporarily occupied by you with permission of the owner, caused by: a. Rupture, bursting, or operation of pressure relief devices; b. Rupture or bursting due to expansion or swelling of the contents of any building or structure, caused by or resulting from water; or c. Explosion of steam boilers, steam pipes, steam engines, or steam turbines. 3. Paragraph 6.of Section III-Limits of Insurance is deleted in its entirety and replaced by the following: 6.a.Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of"property damage"to any one premises while rented to you, or temporarily occupied by you with permission of the owner, caused by fire, explosion, lightning, smoke, aircraft or vehicle, riot or civil commotion, vandalism, leakage from fire extinguishing equipment or water damage. The Damage To Premises Rented To You Limit will apply to all damage proximately caused by the same "occurrence", whether such damage results from fire, explosion, lightning, smoke, aircraft or vehicle or riot or civil commotion, vandalism, leakage from fire extinguishing equipment or water damage or any combination of any of these. b. The Damage to Premises Rented to You Limit will be the higher of: (1) $300,000; or (2) The amount shown on the Declarations for Damage to Premises Rented to You Limit. Form XIL 436 1208 ©2008, XL America, Inc. Page 2 of 8 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. 4. Paragraph 9.a.of the definition of"insured contract'under Section V-Definitions,is deleted in its entirety and replaced by the following: ["Insured contract' means:] a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, aircraft or vehicle, riot or civil commotion, vandalism, leakage from fire extinguishing equipment or water damage to premises while rented to you, or temporarily occupied by you with the permission of the owner is not an "insured contract'. 5. This Article B. does not apply if coverage for Damage to Premises Rented to You of Coverage A. Bodily Injury And Property Damage Liability of Section I — Coverages is excluded by endorsement. C. AIRCRAFT CHARTERED WITH CREW 1. The following is added to the exceptions contained in Exclusion g., Aircraft, Auto or Watercraft in Part 2., Exclusions of Coverage A. Bodily Injury And Property Damage of Section 1 —Coverages: [This exclusion does not apply to:) Aircraft chartered with crew to any insured. 2. This Article C. does not apply if the chartered aircraft is owned by any insured. 3. The insurance provided by this Article C. shall be excess over any valid and collectible insurance available to the insured,whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by you to be excess of this policy. D. NON-OWNED WATERCRAFT 1. The exception contained in Subparagraph (2) of Exclusion g. Aircraft. Auto or Watercraft in Part 2., Exclusions of Coverage A. Bodily Injury And Property Damage Liability of Section I—Coverages is deleted in its entirety and replaced by the following: (2) A watercraft you do not own that is: (a) 50 feet long or less; and (b) Not being used to carry persons or property for a charge; 2. This Article D. applies to any person who, with your expressed or implied consent, either uses or is responsible for the use of the watercraft. 3. This insurance provided by this Article D. shall be excess over any other valid and collectible insurance available to the insured,whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by you to be excess of this policy. E. PERSONAL AND ADVERTISING INJURY—ASSUMED BY INSURED CONTRACT 1. Exclusion e. Contractual Liability in Part 2., Exclusions of Coverage B. Personal And Advertising Injury Liability of Section I—Coverages is deleted in its entirety and replaced by the following: Form XIL 436 1208 ©2008,XL America, Inc. Page 3 of 8 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. [This insurance does not apply to:) e. Contractual Liability "Personal and Advertising Injury"for which the insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages: 1. That the insured would have in the absence of the contract or agreement; or 2. Assumed in a written contract or agreement that is an "insured contract'; provided the "personal and advertising injury" is caused by an offense which occurs subsequent to the execution of the contract or agreement. 2. Subparagraph f. of the definition of"insured contract' Section V.-Definitions is deleted in its entirety and replaced by the following: f. That part of any other contract or agreement pertaining to your business, including an indemnification of a municipality in connection for work performed for a municipality, under which you assume the tort liability of anther party to pay for"bodily injury", "property damage" or"personal and advertising injury"to a third party or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. 2. This Article E. does not apply if Coverage B. Personal And Advertising Injury Liability is excluded by endorsement. F. INCREASED SUPPLEMENTARY PAYMENTS Subparagraphs 1. b. and d. of Supplementary Payments—Coverages A And B of Section I - Coverages are amended as follows: 1. In Subparagraph b., the amount we will pay for the cost of bail bonds is increased up to $5,000. 2. In Subparagraph d., the amount we will pay for a loss of earnings is increased up to $1,000 a day. G. BROADENED NAMED INSURED 1. The Named Insured in Item 1. of the Declarations is as follows: The person or organizations named in Item 1. of the Declarations and any organization, other than a partnership or joint venture, over which you maintain ownership or majority interest on the effective date of the policy. However, coverage for any such organization will cease as of the date that you no longer maintain ownership of, or majority interest in, such organization. 2. This Article G.does not apply to any person or organization for which coverage is excluded by endorsement. Form XIL 436 1208 ©2008,XL America, Inc. Page 4 of 8 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. H. BLANKET ADDITIONAL INSURED—MANAGERS OR LESSORS OF PREMISES 1. Section II-Who Is An Insured is amended to include as an insured any person or organization with whom you have agreed in a written contract executed prior to loss (an "additional insured"), but only with respect to liability arising out of the ownership, maintenance or use of that part of any premises leased to you, subject to the following provisions: a. Limits of Insurance. The Limits of Insurance afforded to the "additional insured" shall be the limits you agreed to provide, or the limits shown on the Declarations,whichever is less. b. The insurance afforded to the "additional insured"does not apply to: (1) Any"occurrence"that takes place after you cease to be a tenant in that premises; (2) Any premises for which coverage is excluded by endorsement; or (3) Structural alterations, new construction or demolition operations performed by or on behalf of such "additional insured". 2. The insurance afforded to the "additional insured" is excess over any valid and collectible insurance available to such "additional insured", unless you have agreed in a written contract for this insurance to apply on a primary or contributory basis. 1. BLANKET ADDITIONAL INSURED—LESSOR OF LEASED EQUIPMENT 1. Section II-Who Is An Insured is amended to include an "additional insured" (as defined in Article H.above), but only with respect to their liability arising out of maintenance, operation or use by you of equipment leased to you by such "additional insured", subject to the following provisions: a. Limits of Insurance. The Limits of Insurance afforded to the "additional insured" shall be the limits which you agreed to provide, or the limits shown on the Declarations, whichever is less. b. The insurance afforded to the "additional insured"does not apply to: (1) Any"occurrence"that takes place after the equipment lease expires; or (2) "Bodily injury" or"property damage"arising out of the sole negligence of such additional insured. 2. The insurance provided to the "additional insured" is excess over any valid and collectible insurance available to such "additional insured", unless you have a written contract for this insurance to apply on a primary or contributory basis. J. INJURY TO CO-EMPLOYEES AND CO-VOLUNTEER WORKERS 1. Section II-Who Is An Insured is amended to include your"employees" as insureds with respect to"bodily injury"to a co-"employee" in the course of the co-"employee's" employment by you, or to your"volunteer workers"while performing duties related to the conduct of your business, provided that this coverage for your"employees"does not apply to acts outside the scope of their employment by you or while performing duties unrelated to the conduct of your business. Form XIL 436 1208 ©2008,XL America, Inc. Page 5 of 8 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. 2. Section II—Who Is An Insured is amended to include your"volunteer workers" as insureds with respect to "bodily injury"to a co-"volunteer worker"while performing duties related to the conduct of your business, or to your"employees" employment by you, provided that this coverage for your"volunteer workers"does not apply while performing duties unrelated to the conduct of your business. K. KNOWLEDGE AND NOTICE OF OCCURRENCE OR OFFENSE The following is added to Paragraph 2., Duties In The Event of Occurrence, Offense, Claim or Suit of the Section IV-Commercial General Liability Conditions: Notice of an 'occurrence"or of an offense which may result in a claim under this insurance shall be given as soon as practicable after knowledge of the "occurrence"or offense has been reported to any insured listed under Paragraph 1. of Section II-Who Is An Insured or any"employee" (such as insurance, loss control, risk manager or administrator)designated by you to give such notice. Knowledge of any other"employee(s)"of an 'occurrence"or of an offense does not imply that you also have such knowledge. Notice shall be deemed prompt if given in good faith as soon as practicable to your workers compensation insurer. This applies only if you subsequently give notice to us as soon as practicable after any insured listed under Paragraph 1. of Section II—Who Is An Insured or an "employee" (such as an insurance, loss control, or risk manager or administrator) designated by you to give such notice discovers that the"occurrence", offense or claim may involve this policy. L. UNINTENTIONAL OMISSION The following is added to Paragraph 6., Representations, of Section IV-Commercial General Liability Conditions: The unintentional omission of, or unintentional error in, any information provided by you shall not prejudice your rights under this insurance. However, this Article L. does not affect our right to collect additional premium or to exercise our right of cancellation or nonrenewal in accordance with applicable state insurance laws or regulations. M. LIBERALIZATION The following is added to Section IV-Commercial General Liability Conditions: Liberalization After the issuance of this policy, if we adopt a change in our forms or rules which would broaden the coverage provided by any form that is a part of this policy without a premium charge, the broader coverage will apply to this policy. This extension is effective upon the approval of such broader coverage in your state. Form XIL 436 1208 ©2008,XL America, Inc. Page 6 of 8 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. N. BLANKET WAIVER OF SUBROGATION The following is added to Section IV-Commercial General Liability Conditions: Waiver of Subrogation We waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of premises owned or occupied or rented or loaned to you; ongoing operations performed by you or on your behalf, done under a contract with that person or organization; "your work"; or"your products". We waive this right where you have agreed to do so as part of a written contract, executed by you prior to loss. O. INCIDENTAL MEDICAL MALPRACTICE INJURY 1. For insurance applicable to this Article O, the definition of "bodily injury" in Section V - Definitions is amended to include, "Incidental Medical Malpractice Injury". 2. The following definition is added to Section V- Definitions: "Incidental medical malpractice injury" means "bodily injury", mental anguish, sickness or disease sustained by a person, including death resulting.from any of these at any time, arising out of the rendering of, or failure to render, the following services: a. Medical, surgical, dental, laboratory, x-ray or nursing service or treatment, advice or instruction, or the related furnishing of food or beverages; b. The furnishing or dispensing of drugs or medical, dental or surgical supplies or appliances; c. First aid; or d. "Good Samaritan Services". As used in this Article O., "Good Samaritan Services"are those medical services rendered or provided in an emergency and for which no remuneration is demanded or received. 3. Paragraph 2.a.(1)(d) of Section II -Who Is An Insured does not apply to any registered nurse, licensed practical nurse, emergency medical technician or paramedic employed by you, but only while performing the services described in Paragraph 2. above and while acting within the scope of their employment by you. Any "employees" rendering "Good Samaritan Services" will be deemed to be acting within the scope of their employment by you. 4. The following exclusion is added to Paragraph 2. Exclusions of Coverage A.—Bodily Injury And Property Damage Liability of Section I—Coverages: [This insurance does not apply to:) Willful Violation of Penal Statute Liability arising out of the willful violation of a penal statute or ordinance relating to the sale of pharmaceuticals by or with the knowledge or consent of the insured. 5. For the purposes of determining the applicable Limits of Insurance, any act or omission, together with all related acts or omissions in the furnishing of services described in Paragraph 2.a.through 2.d.above to any one person,will be considered one"occurrence". 6. This Article O. does not apply if you are in the business or occupation of providing any of the services described in Paragraph 2. above. Form XIL 436 1208 ©2008,XL America, Inc. Page 7 of 8 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. 7. The insurance provided by this Article O. shall be excess over any other valid and collectible insurance available to the insured, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by you to be excess of this policy. P. EXTENSION OF COVERAGE—BODILY INJURY The definition of"bodily injury" Section V- Definitions is deleted in its entirety and replaced by the following: 3. "Bodily injury" means bodily injury, mental anguish, mental injury, shock, fright, disability, humiliation, sickness or disease sustained by a person, including death resulting from any of these at any time. Q. COVERAGE TERRITORY The definition of"coverage territory" Section V- Definitions is deleted in its entirety and replaced by the following: 4. "Coverage territory" means anywhere in the world. This insurance does not apply to: a. "bodily injury"or"property damage"that takes place; or b. "personal and advertising injury" caused by an offense committed outside the United States of America (including its possessions and territories), Canada and Puerto Rico, unless a "suit"on the merits (to determine the insured's responsibility to pay damages to which this insurance applies) is brought in the United States of America (including its possessions and territories), Canada or Puerto Rico. This insurance does not apply to damage, loss, cost or expenses in connection with any "suit" brought outside the United States of America (including its possessions and territories), Canada or Puerto Rico. Form XIL 436 1208 ©2008,XL America, Inc. Page 8 of 8 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. DATE(MM/DDIYYYY) ACCMEW CERTIFICATE OF LIABILITY INSURANCE Accl#: 2525434 6/24/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Willis Of Greater Kansas City Inc. PHONE FAX 5700 W 112th Street,Ste. 100 Ic o Ext: $44-290-4908 A/C No): Overland Park, KS 66211 E-MAIL ADDRESS: BBSIcerts@locktonaffinity.com @ y.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A: Ace American Insurance Co. 22667 INSURED INSURER B: Barrett Business Services,Inc. L/C/F SELECT TRENCHLESS PIPELINES,INC. INSURER C: 6390 COLUMBUS ST RIVERSIDE,CA 92504 INSURER D INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:. REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSRPOLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSO WVD SUER POLICY NUMBER MMIDDIYYYY MM DDIYYYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS-MADE OCCUR PREMISES Ea occurrence $ ME EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ JECT POLICY PRO ❑ LOC PRODUCTS-COMP/OP AGG $ OTHER' $ A COMBINED SINGLE LIMIT AUTOMOBILE LIABILITYaccident) $ Ea accident ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS — NON-OWNED PROPERTY DAMAGE $ HIREDAUTOS L —AUTOS Per accident $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER YIN 2,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ N/A X C68613905 7/1/2020 7/1/2021 E.L.EACH ACCIDENT $ A OFFICER/MEM(Mandatory ER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 2.000,000 If yes,describe under 2,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ ,l DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Policy State=CA og APPROVED p `O FORM Waiver of Subrogation in favor of certificate holder when required by written contract APPROVED�+i+ 8"A 30-Day Notice of Cancellation Waiver of Subrogation in favor of City of Huntington Beach,its officers,elected or appointed officials,agents and volunteers By: i Attom CERTIFICATE HOLDER CANCELLATION Hchpkp!Gates, SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City Of Huntington Beach THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED PO Box 190-2000 Main Street IN ACCORDANCE WITH THE POLICY PROVISIONS. Huntington Beach,CA 92648-2702 AUTHORIZED REPRESENTATIVE ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD Workers'Compensation and Employers' Liability Policy Named Insured Endorsement Number Barrett Business Services, Inc. L/C/F SELECT TRENCHLESS PIPELINES, INC. Policy Number 6390 COLUMBUS ST Symbol: Number:C68613905 RIVERSIDE, CA 92504 Policy Period Effective Date of Endorsement 7/1/2020 TO 7/1/2021 7/1/2020 Issued By(Name of the Insurance Company) Ace American Insurance Co. Insert the policy number.The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. CALIFORNIA WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because California is shown in Item 3.A. of the Information Page. 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, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule, where you are required by a written contract to obtain this waiver from us. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. Schedule 1. ( ) Specific Waiver Name of person or organization: (X) Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: 3. Premium: The premium charge for this endorsement shall be INCLUDED percent of the California premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described. 4. Minimum Premium: INCLUDED Authorized Agent WC 99 03 22