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HomeMy WebLinkAboutEmission Compliant Controls, Corp - 2023-07-01 (2) SERVICE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND EMISSION COMPLIANT CONTROLS CORP. FOR INDUSTRIAL MECHANICAL,ENGINE & GEAR REPAIR AND EMISSIONS 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 Emission Compliant Controls Corp., hereinafter referred to as "Contractor." Recitals A. The City desires to retain a Contractor having special skill and knowledge in the field of Industrial Mechanical, Engine and Gear Repair &Emissions. 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 Glenn Fultz, 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. 23-13042/314550 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 Four Hundred Thousand Dollars ($400,000.00) during the term of this Agreement. Additional services required by other divisions and/or departments shall not count towards the Public Works Utilities Division not to exceed amount. 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"13." 4. Term Time is of the essence of this Agreement. The services of Contractor are to commence July 1, 2023, or as soon as practicable after the execution of this Agreement by City (the "Commencement Date") and terminate three (3) years from Commencement Date, unless terminated earlier in accordance with the provisions of this Agreement. 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. 23-13042/314550 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 coverage is provided under a form which includes a designated general aggregate limit, 23-13042/314550 3 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 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. 23-13042/314550 4 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. 23-13042/314550 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 1 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 Emission Compliant Controls Corp Attn: Director of Public Works Attn: Glenn Fultz 2000 Main Street 25783 Jefferson Ave.,Unit 130 Huntington Beach, CA 92648 Murrieta, CA 92562 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. 20. Modification No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 23-13042/314550 6 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. 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; 23-13042/314550 7 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. 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. 23-13042/314550 8 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. 23-13042/314550 9 35. Effective Date IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. This Agreement shall be effective on the date of its approval by the Mayor. This Agreement shall expire when terminated as provided herein. CONTRACTOR CITY OF HUNTINGTON BEACH, a EMISSION COMPLIANT CONTROLS CORP. municipal corporation of the State of California By: Glenn Fultz Mayor Print name ITS: (circle one) Chairm resident/ 9-4$44,4,444) Vice President (*P411l, City Clerk 040/23 AND By: Glenn Fultz IN E ND APPROVED: Print name ITS: (circle one) Secretar Chief Financia Officer/Asst. Secretary-Treasurer D ect of Public Works APPROVED TO FORM: ,C`-( City Attorney REVI '• D AN 1, APP'OVED: iii \�\ City i anag, 23-13042/314550 10 EXHIBIT "A" A. STATEMENT OF WORK: (Narrative of work to be performed) 1. Full service inspection, repairs and replacement of industrial mechanical parts, engines, electrical components and gears. 2. Full service testing and reporting capabilities for emission compliance B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: C. CITY'S DUTIES AND RESPONSIBILITIES: D. WORK PROGRAM/PROJECT SCHEDULE: 23-13042/314550 11 EXHIBIT "B" Payment Schedule (Hourly Payment) A. Hourly Rate CONSULTANT'S fees for such services shall be based upon the following hourly rate and cost schedule: "SEE ATTACHED EXHIBIT B" B. Travel Charges for time during travel are not reimbursable. C. Billing 1. All billing shall be done monthly in fifteen (15) minute increments and matched to an appropriate breakdown of the time that was taken to perform that work and who performed it. 2. Each month's bill should include a total to date. That total should provide, at a glance, the total fees and costs incurred to date for the project. 3. A copy of memoranda, letters, reports, calculations and other documentation prepared by CONSULTANT may be required to be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. 4. CONSULTANT shall submit to CITY an invoice for each monthly payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and E) For all payments include an estimate of the percentage of work completed. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non-approval and the schedule of performance set 23-13042/314550 12 forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. 5. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. 23-13042/314550 13 EXHIBIT B EMISSION SERVICES BID SHEET Firm Name: Emission Compliant Controls Corp Date: 02/28/2Q23 Instructions for completing Bid Sheet: 1. Complete Bid Sheet and enter pricing for ONLY those services your firm,can provide. 2.Attach and include in your submittal,only those bid sheets you are quoting: 3.Attach a current rate sheet/fee schedule and include with your submittal. 4..Fill in your firm name above and the boxes below, circle$ or%sign for markup. List certifications and equipment model numbers, if applicable. 5..List additional manufacturers and their equipment model numbers,if any. ITEM. NORMAL BUSINESS HOURS Labor hourly rate ;$ 180.00 per hour-:.: Materials markup • ' MANUFACTURER VENDOR/FACTORY EQUIPMENT/MODEL (Circle any manufacturer you CERTIFIED NUMBERS are expereienced in) (YES./NO) (List model numbers,if any) ECOM YES J2KN Johnson Matthey Miratech INDUSTRIAL MECHANICAL,ENGINE AND GEAR REPAIR BID SHEETS Firm Name: Emission Compliant Controls Corp Date: Q2/2$/2023, Instructions for completing Bid Sheet: 1. Complete Bid Sheet and enter pricing for ONLY those services your firm can provide. 2. Attach and include in your submittal,only those bid sheets you are.quoting. 3. Attach a current rate sheet/fee schedule and include with your submittal. 4. Fill in your firm name above and the boxes below, circle $ or.%sign for markup. List certifications and equipment model numbers,if applicable. 5.List additional manufacturers and their equipment model numbers,if any. ITEM NORMAL BUSINESS HOURS Labor hourly rate ',$ 180 00 perxhgur,.',." Materials markup $ or% MANUFACTURER VENDOR/FACTORY EQUIPMENT/MODEL. (Circle any manufacturer you CERTIFIED NUMBERS are expereienced in)" (YES/NO) (List model numbers, if any) Amarillo Arrow Baldor Caterpillar Generac Johnson Kohler • Philadelphia. US Motors VHP 3512,7042,7044,9390.VGF.FI8, Waukesha YES I-I24'°,L36,P48.VSG 220,230 • 41r4IIIP Em3.wion Cwmolianv Control.Coevo:.i../ • 25783 Jefferson Ave#130.Murrieta,California,92562 Ph.951-440-4124 Fax 951-600-8510 Prevailing. Rate Sheet (January 1,2023,through December 31,2023). Service Hours Monday—Friday 6:00am to 4:00pm Technical Field Personnel Rate/Hour Certified Engine Technician $180.00 Technical Field Personnel Over Time Rate/Hour Certified Engine Technician $239.00 Materials./Parts Cost+ 15% Vehicle Mileage $2.85 per mile Overtime Charges Prevailing,Rate Sheet times 1.33 per hour Saturday& Sundays, Recognized Holiday's Before 6:00am,After 4:00pm (Prices Subject to change Without Notice) ' -� o® CERTIFICATE OF LIABILITY INSURANCE DATE(MWDDIYYYY) 06/16/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the pollcy(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 Virginia Galaviz NAME: The Liberty Company Insurance Brokers PHONE (661)336-2361 FAX (A/C,No,Extl: (AlC,No): _ Liief10D79653 EMAIL vgalaviz@libertycompany.com ADDRESS: 47 Discovery,Ste 160 INSURER(S)AFFORDING COVERAGE NAIL li Irvine CA 92618 INSURER A: New York Marine and General Ins.Co 16608 INSURED - INSURER B: Tokio Marine Specialty Insurance Company 23850 Emissions Compliant Controls Corporation INSURER C: 25783 Jefferson Ave. INSURER D: INSURER E: Murrieta CA 92562 INSURER F: COVERAGES CERTIFICATE NUMBER: 23-24 WC 23-24 Al Only REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUER POLICY EFF POLICY EXP INSD WVO POLICY NUMBER (MMIDD/YYYY) (MMIDDIYYYY) LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,DAMAGE RENTE 000 CLAIMS-MADE X OCCUR PREMISESO(Ea occurrence) $ i00,000 MED EXP(Any one person) $ 5,000 A Y PK202300004406 05/17/2023 05/17/2024 PERSONAL&ADV INJURY $ 1,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE g 2,000,000 X POLICY JECT PRO `,LOC _PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) X ANY AUTO BODILY INJURY(Per person) $ A — OWNED —SCHEDULED Y AU202300004615 05/17/2023 05/17/2024 BODILY INJURY(Per accident) $ _ AUTOS ONLY ^ AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY _ AUTOS ONLY (Per accident) $ UMBRELLA LIAB _ OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ BED 'RETENTION$ $ WORKERS COMPENSATION X S7A UTE OTH- ER AND EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE YIN E.L.EACH ACCIDENT S 1,000' 000 P' OFFICER/MEMBER EXCLUDED? N N/A WC202300011548 07/01/2023 07/01/2024 ---- — (Mandatory lnNH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT S Pollution Limit $1,000,000 S&A Pollution B Y SAE03714 05/17/2023 05/17/2024 Pollution Deductible $3,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) RE:Work being formed is Emission Testing,Natural Gas Engine Repairs. Whereby required by written contract or agreement,The City of Huntington Beach,its officers,elected or appointed officialtAwipmEmArgsfrioftttm are included as an Additional Insured under the Commercial General Liability,Auto Liability and Pollution. tiy: Ccei MICHAEL E. GATES , CITY ATTORNEY CITY OF 141 INT1NGTON BEACII CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Huntington Beach ACCORDANCE WITH THE POLICY PROVISIONS. Attn:Risk Management • 2000 Main Street AUTHORIZED REPRESENTATIVE J Huntington Beach CA 92648 •1'/to ht/ 'fit t-i'' lX L I1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD - Policy Number: PK202300004406 COMMERCIAL GENERAL LIABILITY GL 0514 0218 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: City of Huntington Beach, its officers, elected or appointed officials, employees, agents and volunteers, 2000 Main Street, Huntington Beach, CA 92648 (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) A. Section II—Who Is An Insured is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of your ongoing operations performed for that insured. B. With respect to the insurance afforded to these additional insureds, the following exclusion is added: 2. Exclusions This insurance does not apply to "bodily injury"or"property damage"occurring after: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project(other than service, maintenance or repairs)to be performed by or on behalf of the additional insured(s)at the site of the covered operations has been completed; or (2) That portion of"your work"out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. GL 0514 0218 Includes material of Insurance Services Office, Inc., Page 1 of 1 ❑ with its permission POLICY NUMBER: PK202300004406 COMMERCIAL GENERAL LIABILITY GL 0515 0218 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: City of Huntington Beach, its officers,elected or appointed officials, employees, agents and volunteers 2000 Main Street, Huntington Beach, CA 92648 Location And Description of Completed Operations: Additional Premium: Included (If no entry appears above, information required to complete this endorsement will be shown In the Declarations as applicable to this endorsement.) Section II — Who Is An Insured is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of"your work" at the location designated and described in the schedule of this endorsement performed for that insured and included in the "products-completed operations hazard". GL 0515 0218 Includes material of Insurance Services Office, Inc., Page 1 of 1 D with its permission. Policy Number: PK202300004406 COMMERCIAL GENERAL LIABILITY GL 0299 0314 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: (I) 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. GL 0299 0314 Includes copyrighted material of Insurance Services Office, Inc., Page 1 of 1 with its permission Policy Number: PK202300004406 COMMERCIAL GENERAL LIABILITY GL 0202 0218 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL LIABILITY BROADENING ENDORSEMENT- ENERGY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART With respect to coverage provided by this endorsement,the provisions of the Coverage.Form apply unless modified • by the endorsement. SCHEDULE—EXTENSIONS OF COVERAGE Coverages Additional Insured Incidental Medical Services Coverage Additional Insured—Vendors Liberalization Blanket Waiver Of Subrogation Non Employment Discrimination Broadened Bodily Injury Non-owned Watercraft Coverage Broadened Named Insured Personal And Advertising Injury Duties In The Event Of An Occurrence, Offense, Claim Supplementary Payments— Increased Limits Or Suit Expected Or Intended Injury Unintentional Failure To Disclose Hazards Fire, Explosion, Sprinkler Leakage Or Lightning Legal Liability Coverage Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Coverage extensions under this section only apply In the event that no other specific coverage for these extensions is provided under this policy. If such specific coverage applies, the terms, conditions and limits of that coverage are the sole and exclusive coverage applicable under this policy, unless otherwise noted in this endorsement. 1. Additional Insured A. Under Section II —Who Is An Insured, Paragraph 2.is amended by the addition of the following: e. Any person or organization, other than as specifically named on a separate Additional Insured endorsement attached to this policy, is included as an additional insured, but only to the extent such person or organization is held liable for"bodily injury","property damage"or"personal and advertising injury"arising out of: (1) The ownership, maintenance, or use of that part of the premises or land owned by, rented to, or leased to you, except such person or organization is not an insured with respect to structural alterations, new construction or demolition operations performed by or on behalf of such person or organization; (2) Your ongoing operations performed for that insured; (3) "Your work" included in the"products-completed operations hazard"; GL 0202 0218 Includes copyrighted material of Insurance Services Office, Inc., Page 1 of 6 CI with its permission (4) Their financial control of you, except such person or organization is not an insured with respect to structural alterations, new construction or demolition operations performed by or on behalf of such person or organization; (5) The maintenance, operation or use by you of equipment leased to you by such person or organization; (6) Operations performed by you or on your behalf and for which a state or political subdivision has Issued a permit, provided such operations are not performed for such state or political subdivision, and are not included within the"products-completed operations hazard"; With respect to the insurance afforded under this provision to such insured, all of the following additional provisions apply: (1) You and such person or organization have agreed in a written"insured contract"that such person or organization be added as an additional insured under this policy; (2) The"bodily injury", "property damage" or"personal and advertising injury" for which said person or organization is held liable occurs subsequent to the execution of such"insured contract"; (3) The most we will pay is the lesser of either the Limits of Insurance shown in the Declarations or the Limits of insurance required by the"insured contract". However: (1) The insurance afforded under this provision to such additional insured only applies to the extent permitted by law; and (2) If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following exclusions are added: (1) This insurance does not apply to"bodily injury", "property damage", "personal and advertising Injury", "occurrence"or offense: (a) Which takes place at a particular premise after you cease to be a tenant of that premises; (b) Which takes place after the expiration of any equipment lease to which A.e.(5)above applies; (2) With respect to architects, engineers or surveyors, coverage does not apply to "bodily injury", "property damage"or"personal and advertising injury" arising out of the rendering or failure to render any professional services by or for you, including: (a) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, or drawings and specifications; (b) Supervisory, inspection, architectural or engineering services. C. Only with respect to coverage provided under 1.A., above, Definition 9. Insured Contract under Section V—Definitions is amended to modify the first sentence of this definition as follows: 9. "Insured contract" means a written contract or written agreement in effect or becoming effective during the term of this policy, as described below: 2. Additional Insured—Vendors A. Under Section II—Who Is An Insured, Paragraph 2. is amended by the addition of the following: f. Any vendor of yours, other than as specifically named on a separate Additional Insured - Vendors endorsement attached to this policy, is included as an additional insured, but only with respect to "bodily injury"or"property damage"arising out of"your products"which are distributed or sold in the regular course of the vendor's business. However: (1) The insurance afforded under this provision to such additional insured only applies to the extent permitted by law; and (2) If coverage provided to the additional insured Is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these vendors, the following additional exclusions apply: Page 2 of 6 Includes copyrighted material of Insurance Services Office, Inc., GL 0202 0218 ❑ with its permission (1) The insurance afforded to the vendor does not apply to: (a) "Bodily injury"or"property damage" if the "products-completed operations hazard" is excluded under this policy. • (b) "Bodily injury"or"property damage"for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement.This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (c) Any express warranty unauthorized by you; (d) Any physical or chemical change in the product made intentionally by the vendor; (e) Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (f) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (g) Demonstration,installation,servicing or repair operations, except such operations performed by the vendor in full compliance with the manufacturer's written instructions at the vendor's premises in connection with the sale of the product; (h) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (i) "Bodily injury" or "property damage" arising out of the liability of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products or any ingredient, part or container, entering into,accompanying or containing such products. 3. Blanket Waiver Of Subrogation Under Section IV—Conditions, Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us is replaced by the following: Transfer Of Rights Of Recovery Against Others To Us And Blanket Waiver Of Subrogation a. if the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after the loss to impair those rights.At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. b. If required by a written "insured contract" executed prior to the "occurrence" or offense, we waive any right of recovery we may have against any person or organization named in such "insured contract", because of payments we make for injury or damage arising out of your ongoing operations or"your work" for that person or organization. 4. Broadened Named Insured Under Section II—Who Is An Insured, Paragraph 3. is replaced by the following: Any organization you newly acquire or form during the policy period, and over which you maintain during the policy period majority ownership or majority interest, will qualify as a Named Insured if: a. There is no other similar Insurance available to that organization; b. The first Named Insured shown in the Declarations has the responsibility of placing insurance for that organization; and c. That organization is incorporated or organized under the laws of the United States of America. However: a. Coverage under this provision is afforded only until the next occurring annual anniversary of the beginning of the policy period shown in the Declarations, or the end of the policy period, whichever is earlier; b. Coverage A does not apply to "bodily injury" or"property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to"personal and advertising injury"arising out of an offense committed before you acquired or formed the organization. GL 0202 0218 Includes copyrighted material of Insurance Services Office, Inc., Page 3 of 6 0 with its permission No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture, or limited liability company that is not shown as a Named Insured in the Declarations. However, this does not apply to a limited liability company that meets all of the conditions of Section ii—Who Is An Insured. 5. Broadened Bodily Injury Under Section V—Definitions, Paragraph 3. Is replaced by the following: "Bodily injury" means bodily injury, disability, 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". 6. Duties In The Event Of An Occurrence,.Offense, Claim Or Suit Under Section IV—Commercial General Liability Conditions, Paragraph 2.a. is replaced by the following: a. You must see to it that we or any licensed agent of ours are notified of a general liability"occurrence"or offense which may result in a claim as soon as practicable after it becomes known to: • (1) You, if you are an individual; (2) Your partner or member, if you are a partnership or joint venture; (3) Your member, If you are a limited liability company; (4) Your executive officer if you are an organization other than a partnership, joint venture or limited liability company; or (5) Your authorized representative or insurance manager. Knowledge of an "occurrence" or offense by persons other than those listed above does not imply that those listed above also have such knowledge. b. To the extent possible, notice should include: (1) How, when and where the"occurrence"or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the"occurrence"or offense. 7. Expected Or Intended Injury Under Section I — Coverages, Coverage A— Bodily Injury And Property Damage Liability, Paragraph 2., Exclusions, Item a. Expected Or Intended Injury is replaced by the following: Expected Or Intended Injury "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. 8. Fire, Explosion, Sprinkler Leakage Or Lightning Legal Liability Coverage A. Under Section I — Coverages, Coverage A—Bodily Injury And Property Damage Liability, the final paragraph of the Exclusions provision Is replaced by the following: Exclusions c. through n. do not apply to damage by fire, explosion, sprinkler leakage or lightning to premises while: (1) Rented to you; (2)Temporarily occupied by you with the permission of the owner; or (3) Managed by you under a written agreement with the owner. A separate limit of insurance applies to this coverage as described in Section III—Limits Of Insurance. B. UnderSection III—Limits Of Insurance, Paragraph 6. Is replaced by the following: Subject to paragraph 5.above,the Damage to Premises Rented To You Limit shown in the Declarations for "property damage" to any one premises while rented to you, or in the case of damage by fire, explosion, sprinkler leakage, or lightning while rented to you, temporarily occupied by you with the permission of the owner, or managed by you under a written agreement with the owner, is the greater of: a. $300,000 Any One Premises; or Page 4 of 6 Includes copyrighted material of Insurance Services Office, Inc., GL 0202 0218 ❑ with its permission b.The Damage To Premises Rented To You Limit shown in the Declarations. C. Under Section IV—Commercial General Liability Conditions, Paragraph 4., Other Insurance, Sub- Paragraph b. Excess Insurance is amended to delete Items (1)(a)(ii) and (1)(a)(iii) in their entirety and • replace with the following: (ii) That is Fire, Explosion, Sprinkler Leakage,or Lightning insurance for premises while rented to you, temporarily occupied by you with permission of the owner, or managed by you under a written agreement with the owner; (iii) That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you, temporarily occupied by you with the permission of the owner, or managed by you under a written agreement with the owner; D. Under Section V--Definitions, Paragraph 9.a. is replaced by the following: 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, explosion, sprinkler leakage, or lightning to premises while rented to you, temporarily occupied by you with permission of the owner, or managed by you under a written agreement with the owner, is not an"insured contract"; 9. Incidental Medical Services Coverage Section I —Coverages is amended to include the following additional coverage: We will pay for"bodily injury" arising out of the rendering of or failure to render the following treatment or services by an "employee" or"volunteer worker"for an accident occurring during the policy period: a. First aid treatment including cardiopulmonary resuscitation (CPR); and b. Medical, surgical, dental,x-ray, or nursing service or treatment, or the furnishing of food or beverages in connection therewith; and the furnishing or dispensing of drugs, or medical, dental, or surgical supplies or appliances. However, this coverage does not apply to any insured or to any entity engaged in the business or occupation of providing the services or treatments described in a. and b. above. Paragraph e. Employer's Liability of the Exclusions provision of Section I— Coverages, Coverage A— Bodily Injury And Property Damage Liability does not apply to psychological injury arising out of the services described above. 10. Liberalization Section IV—Commercial General Liability Conditions is amended by the addition of the following condition: Liberalization if we revise this endorsement to provide more coverage without additional premium charge, we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective in your state. 11. Non Employment Discrimination Liability Unless "personal and advertising injury" is excluded from this policy, the following applies: A. Under Section V—Definitions, Paragraph 14. is amended by the addition of the following: "Personal and advertising injury" also means injury, including consequential "bodily injury" arising out of "discrimination". B. Section V—Definitions is amended by the addition of the following: "Discrimination" means the unlawful treatment of a person or class of persons because of their specific race, color, religion, gender, age or national origin in comparison to one or more persons who are not members of the specified class. C. Under Section I—Coverages, Coverage B—Personal And Advertising Injury Liability, Paragraph 2. Exclusions is amended by the addition of the following exclusions: This insurance does not apply to: "Discrimination" directly or indirectly related to the past employment, employment or prospective employment of any person or class of persons by any insured; GL 0202 0218 Includes copyrighted material of Insurance Services Office, Inc., Page 5 of 6 El with its permission "Discrimination" directly or indirectly related to the sale, rental, lease or sublease or prospective sale, rental, lease or sublease of any dwelling or permanent lodging by or at the direction of any insured; "Discrimination", if insurance thereof is prohibited by law; or Fines, penalties, specific performance, or injunctions levied or imposed by a governmental entity, governmental code, law,or statute because of"discrimination". 12. Non-owned Watercraft Coverage Extension Under Section I — Coverages, Coverage A— Bodily Injury And Property Damage Liability, Paragraph 2.g.(2) of the Aircraft, Auto Or Watercraft exclusion is replaced by the following:. This exclusion does not apply to: (1) A watercraft you do not own that Is: (a) Less than 50 feet long; and (b) Not being used to carry persons or property for a charge; 13. Personal And Advertising Injury Liability Unless"personal and advertising injury"is excluded from this policy, the following applies: Under Section I— Coverages, Coverage B—Personal And Advertising Injury Liability, Paragraph 2.e. Contractual Liability of the Exclusions provision Is deleted. 14. Supplementary Payments —Increased Limits Under Section I — Coverages, Supplementary Payments— Coverages A and B, Paragraphs 1.b., 1.d., and 1.e. are replaced by the following: b. The 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. 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 substantiated loss of earnings up to$500 a day because of time off from work. e. All court costs taxed against the insured in the "suit". 15. Unintentional Failure To Disclose Hazards Under Section IV—Commercial General Liability Conditions, Paragraph 6. Representations is amended by the addition of the following: d. If you unintentionally fail to disclose any hazards existing at the inception date of this policy, we will not deny coverage under this Coverage Form because of such failure. However, this provision does not affect our right to collect additional premium or exercise our right of cancellation or non-renewal. All other terms, definitions, conditions and exclusions of this policy remain unchanged. Page 6 of 6 Includes copyrighted material of Insurance Services Office, Inc., GL 0202 0218 0 with its permission Policy Number:AU202300004615 COMMERCIAL AUTOMOBILE AU 0077 1113 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE EXTENSION ENDORSEMENT ENERGY 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 this endorsement. The Coverage Extensions provided by this endorsement either modify or are in addition to the coverage granted under the Business Auto Coverage Form. If your policy includes other endorsements in addition to this Commercial Automobile Extension Endorsement, and there is a conflict between any of the terms of such endorsement(s) and this Commercial Automobile Extension Endorsement, the terms of the other endorsement(s) shall be given priority and control over the terms set forth in this Commercial Automobile Extension Endorsement, even if the terms of such other endorsement(s) have the effect of limiting, excluding or reducing the coverage provided under this Commercial Automobile Extension Endorsement. SCHEDULE-- EXTENSIONS OF COVERAGE Coverages Audio, Visual And Data Electronic Equipment Fellow Employee—Officers, Managers And Coverage Supervisors Blanket Additional Insured Required By Contract Mental Anguish Resulting From Bodily Injury Blanket Waiver Of Subrogation New Vehicle Replacement Cost Broadened Named Insured Personal Effects And Property Of Others Extension Duties in The Event Of Accident, Claim, Suit Or Loss Rental Reimbursement And Material Transfer Expense Employees As Insureds Sign Coverage Employee Hired Autos Liability Coverage Supplementary Payments Ball Bonds Expanded Towing Coverage Supplementary Payments—Loss Of Earnings Extra Expense—Stolen Autos Unintentional Failure To Disclose Information Extended Glass Coverage AU 0077 1113 Includes copyrighted material of Insurance Services Office, Inc., Page 1 of 6 with its permission The BUSINESS AUTO COVERAGE FORM is amended to include the following additions and extensions of coverage: A. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE Under SECTION Ill— PHYSICAL DAMAGE COVERAGE, Paragraph A., Coverage, the following is added: Audio, Visual and Data Electronic Equipment Coverage a. We will pay for "loss" to any electronic equipment that receives or transmits audio, visual or data signals and that is not designed solely for the reproduction of sound. This coverage applies only if the equipment is permanently installed in the covered "auto" at the time of the" loss" or the equipment is removable from a housing unit which is permanently installed in the covered "auto" at the time of "loss" and such equipment is designed to be solely operated by use of the power from the covered "auto's" electrical system, in or upon the covered "auto", including its accessories. However, this does not include tapes, records or discs. b. The Exclusions listed under Paragraph B. of SECTION III— PHYSICAL DAMAGE COVERAGE, except for the exclusion relating to Audio, Visual and Data Electronic Equipment, also apply to coverage provided herein. In addition, the following exclusion applies: We will not pay, under this coverage, for either any electronic equipment or accessories used with such electronic equipment that is: (1) Necessary for the normal operations of the covered "auto" or the monitoring of the covered "autos" operating system;and (2) An integral part of the same unit housing any sound reproducing equipment designed solely for the reproduction of sound if the sound reproducing equipment is permanently installed in the covered "auto": or (3) Permanently installed in the opening of the dash or console normally used by the manufacturer for the installation of a radio. c. With respect to Audio, Visual and Data Equipment Coverage provided herein, under SECTION IiI — PHYSICAL DAMAGE COVERAGE, Paragraph C. Limits of Insurance, Subparagraph b. is deleted in its entirety and is replaced by the following: b. The most we will pay for all loss or damage to audio, visual or data electronic equipment and any accessories used with this equipment as a result of any one "loss" is the lesser of: (1) The actual cash value of the damaged or stolen 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) $1,500 d. An adjustment for depreciation and physical condition will be made in determining actual cash value at the time of "loss". e. Deductibles applicable to SECTION IIi — PHYSICAL DAMAGE COVERAGE do not apply to this Audio, Visual and Data Electronic Equipment Coverage. f. If there is other coverage provided by this policy for audio, visual and data electronic equipment, the coverage provided here is excess. However, you may elect to apply the limit, or any portion thereof, of coverage provided in this policy to pay any deductibles that is applicable under the provisions of the other coverage. B. BLANKET ADDITIONAL INSURED COVERAGE— REQUIRED BY CONTRACT 1. Under SECTION II—COVERED AUTOS LIABILITY COVERAGE, Paragraph A., Subparagraph 1., Who Is An Insured is amended to add the following as an"insured": Any person, organization, or governmental or public authority with respect to the operation, maintenance, or use of a covered "auto", if you are required to add such person, organization, or governmental or public authority to this policy as an additional insured in order to comply with the terms of a written contract or written agreement, or a written permit issued to you by a governmental or public authority. AU 0077 1113 Includes copyrighted material of Insurance Services Office, Inc., Page 2 of 6 with its permission However, such person or organization is an "insured"only with respect to: (1) The operation, maintenance or use of a covered "auto"; and (2) "Bodily injury" or "property damage" caused in whole or part by your acts or omissions or the acts or omissions of those acting on your behalf; and (3) "Bodily injury" or"property damage"caused by an "accident"which takes place after: (a) You executed the"insured contract"or written agreement; or (b) The permit has been issued to you. 2. Under SECTION IV—BUSINESS AUTO CONDITIONS, Paragraph B., General Conditions, Paragraph a. of Condition 5. Other Insurance Is amended by the addition of the following: Regardless of whether other insurance is maintained by an additional insured on a primary basis, the coverage provided under this provision B. of this endorsement will be primary to and noncontributing with other insurance maintained by the additional insured if the written contract or written agreement between you and the additional insured specifically requires that this insurance be primary. C. BLANKET WAIVER OF SUBROGATION Under SECTION IV— BUSINESS AUTO CONDITIONS, Paragraph A. Loss Conditions, the following is added to Subparagraph 5.Transfer Of Rights Of Recovery Against Others To Us: However, we waive any right of recovery we may have against any person, organization, or governmental or public authority to the extent required of you by a written contract or agreement executed prior to any "accident" with respect to payments we make for damages under this coverage, provided that such written contract or agreement is: a..Currently in effect or becoming effective during the term of this policy; and b. Executed prior to the "accident" or"loss". D. BROADENED NAMED INSURED Under SECTION II-- COVERED AUTOS LIABILITY COVERAGE, Paragraph A., Subparagraph 1. Who Is An Insured is amended to add the following as an "insured": Any organization you own as of the inception date of the policy, or any organization that you newly acquire or form during the policy period, other than a partnership, joint venture, or limited liability company, and over which you maintain during the policy period majority ownership or majority over 50%) interest will qualify as a Named Insured if; 1. There is no other similar insurance available to that organization; and 2. The first Named Insured shown in the Declarations of this policy has 'the responsibility of placing insurance for that organization; and 3. The organization is Incorporated or organized under the laws of the United States of America. Coverage under this provision is effective on the acquisition or formation date, and Is afforded only until the end of the policy period of this coverage, or the next anniversary of its inception date, whichever is earlier. However, coverage under this provision does not apply to: 1. "Bodily injury" or "property damage" that results from an "accident"that occurred before you acquired or formed the organization; and 2, Any person or organization with respect to any current or past partnership, or joint venture that is not shown as a Named Insured in the Declarations; and 3. Any organization that is covered as an "insured" under any other automobile liability Insurance policy, or would be an "insured" under such policy but for the termination of such policy, or the exhaustion of such policy's limits of insurance or the insolvency of the insurer. AU 00771113 Includes copyrighted material of Insurance Services Office, Inc., Page 3 of 6 with its permission E. DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS • Under SECTION IV— BUSINESS AUTO CONDITIONS, Paragraph A. Loss Conditions, Subparagraph 2.a. is deleted and replaced in its entirety by th'e following: a. In the event of"accident", claim, "suit"or"loss": (1) You must give us or our authorized representative prompt notice of the "accident" or "loss"; after it becomes known to: (a) You, if you are an individual; (b) Your partner or member, if you are a partnership or joint venture; (c) Your member, if you are a limited liability company; or (d) Your executive officer, representative or insurance manager if you are an organization other than a partnership,joint venture or limited liability company. Knowledge of an "accident' by persons other than those listed above does not imply that those listed above also have such knowledge; And: (2) To the extent possible, notice should include: (a) How, when and where the "accident"took place; (b) The names and addresses of any injured persons and witnesses; and (c) The nature and location of any injury or damage arising out of the"accident". F. EMPLOYEES AS INSUREDS Under SECTION II— COVERED AUTOS LIABILITY COVERAGE, Paragraph A., Subparagraph 1. Who Is An Insured is amended to add the following as an "insured": Any "employee" of yours while using with your permission a covered "auto" you do not own, hire or borrow if such "auto"is being used in your business or your personal affairs. G. EMPLOYEE HIRED AUTOS LIABILITY COVERAGE Under SECTION II — COVERED AUTOS LIABILITY COVERAGE, Paragraph A., Subparagraph 1. Who Is An Insured is amended to add the following as an "insured": An "employee" of yours is an "insured" while operating an "auto" hired or rented under a written contract or written agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business. H. EXPANDED TOWING COVERAGE We will pay up to: . 1. $250 for a covered "auto" you own of the private passenger type;or 2. $750 for a covered "auto" you own that is not of the private passenger type; for towing and labor costs incurred each time the covered "auto" is disabled. However, the labor must be performed at the place of disablement. A $250 deductible will be applied to covered "autos" that are not of the private passenger type, but this deductible will not reduce the limit of insurance. This coverage applies only for an "auto" covered under this policy for Comprehensive or Specified Causes of Loss Coverage and Collision Coverage. I. EXTRA EXPENSE—STOLEN AUTOS Under SECTION III — PHYSICAL DAMAGE COVERAGE, Paragraph A., Coverage, the following is added under Subparagraph 4. Coverage Extensions: We will pay up to $5,000 for the expense of returning a stolen covered "auto" to you. We will pay for this expense only for those covered "autos" for which you carry Comprehensive or Specified Causes of Loss Coverage. AU 0077 1113 Includes copyrighted material of insurance Services Office, Inc., Page 4 of 6 with its permission J. EXTENDED GLASS COVERAGE • Under SECTION III — PHYSICAL DAMAGE COVERAGE, Paragraph A. Coverage, Subparagraph 3.a. is deleted in its entirety and is replaced by the following: a. Glass breakage— if glass must be replaced and there is no other damage associated with the "loss", the deductible will be $250 unless a lower deductible is shown on the Declarations page for this coverage. If glass can be repaired and is actually repaired rather than replaced, the deductible will be waived. You have the option of having the glass repaired rather than replaced; K. FELLOW EMPLOYEE—OFFICERS, MANAGERS AND SUPERVISORS Under SECTION II — COVERED AUTOS LIABILITY COVERAGE, Paragraph B. Exclusions, Subparagraph 5.a. is deleted in its entirety and is replaced by the following: a. Any fellow "employee" of the "insured" arising out of and in the course of the fellow "employee's" • employment or while performing duties related to the conduct of your business. This exclusion does not apply to an "insured"who occupies a position as an officer, manager or supervisor. L. MENTAL ANGUISH RESULTING FROM BODILY INJURY Under SECTION V- DEFINITIONS, Paragraph C. "Bodily Injury" is deleted and replaced by the following: "Bodily injury" means bodily injury, sickness or disease sustained by a person, Including death or mental anguish resulting from any of these at any time. Mental anguish means any type of mental or emotional illness or disease. M. NEW VEHICLE REPLACEMENT COST Under SECTION III — PHYSICAL DAMAGE COVERAGE, the following is added to Paragraph C. Limits of Insurance: The provisions of Paragraphs 1. and 2. do not apply to a covered "auto" of the private passenger type or a vehicle with a gross vehicle weight of 10,000 pounds or less which is a new vehicle. In the event of total "loss"to your new vehicle to which this coverage applies, we will pay at your option: a. The verifiable new vehicle purchase price you paid for your damaged vehicle, not Including any insurance or warranties purchased; b. If it is available, the purchase price, as negotiated by us, of a new vehicle of the same make, model and equipment or the most similar model available, not including any furnishings, parts or equipment not installed by the manufacturer or manufacturer's dealership; or c. The market value of your damaged vehicle, not including any furnishings, parts or equipment not installed by the manufacturer or manufacturer's dealership. We will not pay for initiation or set up costs associated with loans or leases. With respect to this endorsement, a new vehicle means an "auto" of which you are the original owner that has not been previously titled and which you purchased less than 365 days before the date of the "loss". N. PERSONAL EFFECTS AND PROPERTY OF OTHERS EXTENSION 1. Under SECTION II — COVERED AUTOS LIABILITY COVERAGE, Paragraph B., Exclusions, Subparagraph 6. Care, Custody and Control does not apply to "property damage" to property, other than your property, up to an amount not exceeding $250 in any one "accident". Coverage is excess over any other valid and collectible insurance. 2. Under SECTION III — PHYSICAL DAMAGE COVERAGE, Paragraph A., the following is added under Subparagraph 4. Coverage Extensions: We will pay up to $500 for your personal property that is lost or damaged as a result of a covered "loss", without applying a deductible. Coverage is excess over any other valid and collectible insurance. AU 00771113 Includes copyrighted material of Insurance Services Office, Inc., Page 5 of 6 with its permission O. RENTAL REIMBURSEMENT COVERAGE AND MATERIAL TRANSFER EXPENSE 1. This coverage applies only to a covered"auto"for which Physical Damage Coverage is provided on this policy. 2. We will pay for rental reimbursement expenses incurred by you for the rental of an "auto", and the expenses incurred by you to remove and transfer your materials and equipment from a covered "auto" because of "loss" to that covered "auto". Payment applies in addition to the otherwise applicable amount of each coverage you have on a covered"auto". No deductibles apply to this coverage. 3. We will pay only for those expenses incurred during the policy period beginning 24 hours after the "loss" and ending, regardless of the policy's expiration, with the number of days reasonably required to repair or replace the covered "auto". If "loss" is caused by theft, this number of days is added to the number of days it takes to locate the covered"auto" and return it to you. 4. Our payment is limited to the lesser of the following amounts: a. Necessary and actual expenses incurred, including loss of use;or b. $100 for any one day, subject to a maximum of$3,000. 5. Rental reimbursement expense coverage does not apply while there are spare or reserve "autos" available to you for your operations. 6. If"loss" results from the total theft of a covered "auto" of the private passenger type,we will pay under this coverage only that amount of your rental reimbursement expense which is not already provided for under Paragraph II1.A.4.a.,the Physical Damage Coverage Extension of the Business Auto Coverage Form. 7. Coverage does not apply to any covered "auto" for which coverage is provided by endorsement form CA9923 Rental Reimbursement Coverage if that endorsement is attached to this policy. P. SIGN COVERAGE Under SECTION III — PHYSICAL DAMAGE COVERAGE, Paragraph A., Coverage, the following is added under Subparagraph 4. Coverage Extensions: In the event of a covered physical damage "loss" to an "auto", we will pay for loss to signs, murals, paintings or graphics, as part of the equipment,which are displayed on the covered "auto". The most we will pay for any one"loss"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. Q. SUPPLEMENTARY PAYMENTS—BAIL BONDS Under SECTION II—COVERED AUTOS LIABILITY COVERAGE, Paragraph A.2.a.(2) is deleted in its entirety and is replaced by the following: (2) Up to $2,500 for cost of bails bonds (including bonds for related traffic law violations) required because of an"accident"we cover. We do not have to furnish these bonds. R. SUPPLEMENTARY PAYMENTS—LOSS OF EARNINGS Under SECTION II—COVERED AUTOS LIABILITY COVERAGE, Paragraph A.2.a.(4) is deleted in its entirety and 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. S. UNINTENTIONAL FAILURE TO DISCLOSE INFORMATION Under SECTION IV — BUSINESS AUTO CONDITIONS, the following is added to Paragraph B. General Conditions, Subparagraph, 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 due to us as a result of these undisclosed hazards in accordance with our filed rating plans, or exercise our right of cancellation or nonrenewal. AU 0077 1113 Includes copyrighted material of Insurance Services Office, Inc., Page 6 of 6 with its permission Policy Number:SAE03714 PIC-EVCN-MANU (07/18) Pollution Policy • c. The bodily injury, property damage or environmental damage is caused by an occurrence; and • d. The insured first discovers the contamination within forty-five (45) days of the commencement of such contamination; and e. The insured reports such discovery to us in writing within ninety (90) days of the commencement of such contamination. ' Progressive, indivisible bodily injury, property damage or environmental damage that occurs over any period of extended time caused by the same, related, similar, or continuous contamination shall be deemed to have occurred only on the date of first exposure to such contamination and only during the policy in force on the date of first exposure. The same, related, similar, or continuous contamination is contamination that is based upon, arises out of, or is the result of the same, similar or related facts, circumstances, situations, your contracting operations or transportation operations. In the event that the date of first exposure to such contamination is before the inception date of the first Petroleum Support Contractors Environmental Coverage policy issued to you by us, or cannot be determined, but the progressive, indivisible bodily injury, property damage or environmental damage continues to occur during the policy period of successive Petroleum Support Contractors Environmental policies issued by us to you, such contamination will be deemed to have occurred only on the inception date of the first such policy. In that event, no other policy issued to you by us will provide coverage for such contamination. For bodily injury, the date of first exposure is the date any individual is first exposed to contamination. For environmental damage or property damage, the date of first exposure is the date the contaminants were first discharged, dispersed, released or escaped. We will pay for defense expense for a claim for remediation expense or loss to which this policy applies. We shall have the right and duty to defend any insured against any such claim. However,we have no duty to defend or to pay defense expense for a claim to which this insurance does not apply. Our duty to defend all claims for remediation expense or loss and to pay defense expense ends once the applicable Limit of Insurance stated on the Declarations is exhausted or is tendered into a court of applicable jurisdiction; or once you refuse a settlement offer as provided in Section VI. DEFENSE AND SETTLEMENT, Paragraph C. of the policy. II. DEFINITIONS A. Additional insured means: 1. Any individual, organization or entity scheduled to this policy as an additional insured by an endorsement, but solely for their liability specified in such endorsement; and 2. Any individual, organization or entity with whom the named insured is required by written contract or agreement to be added as an additional insured under this policy, provided such contract or agreement was executed prior to the date that your contracting operations first commenced. However such individuals, organizations or entities are included as an additional insured under this policy solely to the extent: a. That the individual, organization or entity is liable for loss or remediation expense to which this insurance applies as a result of your contracting operations performed by an insured other than the individual, organization or entity; and Page 2 of 20 ©2013 Philadelphia Consolidated Holding Corp. PIC-EVCN-MANU (07/18) b. Up to and not exceeding any specified limit of liability as required by the written contract with you and the individual, organization or entity, or subject to the applicable Limit of Insurance, whichever is less. The individual, organization or entity is not provided any coverage under this policy for any portion of its own liability, unless such individual, organization or entity requires coverage for its own liability within a master service agreement executed prior to the date your contracting operations commenced. • B. Bodily injury means: 1. Physical injury, sickness or disease including associated medical or environmental monitoring; and • 2. Mental anguish, emotional distress or shock sustained by any person; Including death resulting therefrom. C. Claim means a written demand, notice, or assertion of a legal right seeking a remedy or alleging liability or responsibility on the part of you or any insured as a result of contamination. Such demand, notice, or assertion of a legal right includes, but is not limited to legal actions, orders, petitions or governmental or regulatory actions, filed against you or any insured. • D. Contaminant means any solid, liquid, gaseous or thermal Irritant or contaminant, including smoke, vapors, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. E. Contamination means the discharge, dispersal, release or escape of any contaminants into or upon land, or any structure on land, the atmosphere or any watercourse or body of water, including groundwater, caused directly by your contracting operations or transportation operations, provided such contaminants are not naturally present in the environment in the amounts or concentrations discovered. F. Conveyance means: 1. A land motor vehicle, trailer, or semi-trailer, all of which are designed for travel on public roads and are subject to compulsory or financial responsibility law or other motor vehicle insurance law, excluding the following equipment: (1) cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; or (ii) air compressors, pumps, generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; and 2. Aircraft, rolling stock or watercraft; but only if, at the time the contamination first occurs, the owner and operator and the conveyance are properly permitted and licensed to transport its cargo, and in the business of transporting such cargo, G. Defense expense means reasonable and necessary legal fees and expenses incurred in the defense, investigation or adjustment of any claim to which this insurance applies. Defense expense does not include salaries, wages, overhead or benefit expenses incurred by the insured, including but not limited to employees or supervisory or monitoring counsel. Page 3 of 20 ©2013 Philadelphia Consolidated Holding Coip.