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HomeMy WebLinkAbout2019 CON Lew Edwards Group - Strategic Assessment Consulting ServicesNOTE TO FILE 07-23-2019 IN THE MATTER OF: The Lew Edwards Group professional consulting services Agreement. Please note the following: NO ORIGINAL FULLY EXECUTED AGREEMENT WAS FILED WITH THE OFFICE OF THE CITY CLERK. A COPY OF THE AGREEMENT IS ON FILE. ORIGINATING DEPARTMENT: NTF CDC X Housing & Economic Development City Attorney _ Human Resources City Manager MIS Community Svcs. _ Planning Police Engineering/Public Works Finance Fire SHORT FORM SERVICES AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND THE LEW EDWARDS GROUP THIS AGREEMENT is entered into this i8th day of July, 2019 , by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and THE LEW EDWARDS GROUP, a California Corporation (the "CONSULTANT"). NOW, THEREFORE, CITY agrees to engage CONSULTANT to perform the services set forth herein in accordance with the following terms and conditions: 1. Description of Services. CONSULTANT shall provide services as outlined in attached proposal, Exhibit "A" 2. Length of Agreement. The schedule is set forth below: Work to be started within five (5) working days of notice to proceed and will be completed within ninety (90) working days of start date unless amended by the parties. 3. Compensation. The total compensation to CONSULTANT for providing the services set forth herein shall be $3,500 per month not exceed $10,500 for the length of the agreement. 4. Payment Schedule. CITY will make payment within thirty (30) days of receiving and approving a billing statement for the satisfactorily completed services of CONSULTANT. 5. Termination. EITHER PARTY may terminate this Agreement at any time by providing one (1) day's written notice to the other. 6. Independent Contractor. It is agreed that CONSULTANT is an independent Contractor, and all persons working for or under the direction of CONSULTANT are CONSULTANT'S agents, servants and employees, and said persons shall not be deemed agents, servants, or employees of CITY. 7. Insurance. CONSULTANT shall obtain: A. ® If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of either $2,000,000 per occurrence and $4,000,000 aggregate, or $1,000,000 per occurrence and $2,000,000 aggregate, covering all bodily injury and property damage arising out of its operations, work, or performance under this Agreement. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". The "project" or "location" should be noted with specificity on an endorsement that shall be incorporated into the policy. D. Workers' compensation insurance in an amount sufficient to meet statutory requirements covering all of CONSULTANT'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the CITY. Said endorsement shall be provided prior to commencement of work under this Agreement. If CONSULTANT has no employees subject to the California Workers' Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said Declaration shall be provided to CONSULTANT by CITY. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY's Risk Manager, at the address listed in subsection G below, of cancellation or material change. F. Said policies, except for the professional liability and workers' compensation policies, shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and separate additional insured endorsements shall be provided. G. The Certificate Holder for all policies of insurance required by this Section shall be: City of National City c/o Risk Manager 1243 National City Boulevard National City, CA 91950-4397 H. Insurance must be maintained and evidence of insurance must be provided for through the end of the 2020-2021 policy period (date ending June 30, 2021), and if consultant renews such policy for additional periods, the coverage will continue to be applicable for at least three years from the date of completion of Consultant's services. I. Insurance shall be written with only insurers authorized to conduct business in California which hold a current policy holder's alphabetic and financial size category rating of not less than A:VII according to the current Best's Key Rating Guide, or a company of equal fmancial stability that is approved by the City's Risk Manager. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent List of Approved Surplus Line Insurers ("LASLI") and otherwise meet rating requirements. J. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with, and approved by the CITY's Risk Manager. If the CONSULTANT does not keep all insurance policies required by this Section 7 in full force and effect at all times during the term of this Agreement, the CITY may treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. Standard Short Form Agreement Page 2 of 6 City of National City and Revised May 2019 Lew Edwards Group K. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. CITY reserves the right to modify the insurance requirements of this Section 7, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. L. If the CONSULTANT maintains broader coverage or higher limits (or both) than the minimum limits shown above, the CITY shall be entitled to the broader coverage or higher limits (or both) maintained by the CONSULTANT. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY. 8. Indemnification and Hold Harmless. To the maximum extent provided by law, the CONSULTANT agrees to defend, indemnify and hold harmless the City of National City, its officers, officials, agents, employees, and volunteers against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONSULTANT'S performance or other obligations under this Agreement; provided, however, that this indemnification and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the CITY, its agents, officers employees, or volunteers. CITY will cooperate reasonably in the defense of any action, and CONSULTANT shall employ competent counsel, reasonably acceptable to the City Attorney. The indemnity, defense, and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 8. EMPLOYEE PAYMENTS AND INDEMNIFICATION. 9.1 PERS Eligibility Indemnification. If CONSULTANT's employee(s) providing services under this Agreement claims, or is determined by a court of competent jurisdiction or the California Public Employees Retirement System ("PERS") to be eligible for enrollment in PERS of the CITY, CONSULTANT shall indemnify, defend, and hold harmless CITY for the payment of any employer and employee contributions for PERS benefits on behalf of the employee as well as for payment of any penalties and interest on such contributions which would otherwise be the responsibility of the CITY. CONSULTANT'S employees providing service under this Agreement shall not: (1) qualify for any compensation and benefit under PERS; (2) be entitled to any benefits under PERS; (3) enroll in PERS as an employee of CITY; (4) receive any employer contributions paid by CITY for PERS benefits; or (5) be entitled to any other PERS-related benefit that would accrue to a CITY employee. CONSULTANT's employees hereby waive any claims to benefits or compensation described in this Section 9. This Section 9 applies to CONSULTANT notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary. 9.2 Limitation of CITY Liability. The payment made to CONSULTANT under this Agreement shall be the full and complete compensation to which CONSULTANT and Standard Short Form Agreement Page 3 of 6 City of National City and Revised May 2019 Lew Edwards Group CONSULTANT's officers, employees, agents, and subConsultants are entitled for performance of any work under this Agreement. Neither CONSULTANT nor CONSULTANT's officers, employees, agents, and subConsultants are entitled to any salary or wages, or retirement, health, leave or other fringe benefits applicable to CITY employees. The CITY will not make any federal or state tax withholdings on behalf of CONSULTANT. The CITY shall not be required to pay any workers' compensation insurance on behalf of CONSULTANT. 9.3 Indemnification for Employee Payments. CONSULTANT agrees to defend and indemnify the CITY for any obligation, claim, suit, or demand for tax, retirement contribution including any contribution to PERS, social security, salary or wages, overtime payment, or workers' compensation payment which the CITY may be required to make on behalf of (1) CONSULTANT, (2) any employee of CONSULTANT, or (3) any employee of CONSULTANT construed to be an employee of the CITY, for work performed under this Agreement. This is a continuing obligation that survives the termination of this Agreement. 9. Acceptability of Work. The CITY shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance, and/or the compensation payable to the CONSULTANT. 10. Business License. CONSULTANT must possess or shall obtain business license from National City Finance Department before beginning work. 11. Prevailing Wages. State prevailing wage rates may apply to work performed under this Agreement. State prevailing wages rates apply to all public works contracts as set forth in California Labor Code, including but not limited to, Sections 1720, 1720.2, 1720.3, 1720.4, and 1771. CONSULTANT is solely responsible to determine if State prevailing wage rates apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. 12. Administrative Provisions. A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state, or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. To the extent any exhibits, Standard Short Form Agreement Page 4 of 6 City of National City and Revised May 2019 Lew Edwards Group schedules, or provisions thereof conflict or are inconsistent with the terms and conditions contained in this Agreement, the terms and conditions of this Agreement will control. F. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. G. Assignment & Assumption of Rights. CONSULTANT shall not assign this Agreement, in whole or in part, to any other party without first obtaining the written consent of CITY. H. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. I. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. The venue for any legal action arising under this Agreement shall be in either state or federal court in the County of San Diego, State of California. The CONSULTANT shall comply with all laws, including federal, state, and local laws, whether now in force or subsequently enacted. J. Audit. If this Agreement exceeds ten -thousand dollars ($10,000), the parties shall be subject to the examination and audit of the State Auditor for a period of three (3) years after final payment under the Agreement, per Government Code Section 8546.7. K. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent, or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. L. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. M. SubConsultants or Subconsultants. The CITY is engaging the services of the CONSULTANT identified in this Agreement. The CONSULTANT shall not subcontract any portion of the work, unless such subcontracting was part of the original proposal or is allowed by the CITY. In the event any portion of the work under this Agreement is subcontracted, the subConsultant(s) shall be required to comply with and agree to, for the benefit of and in favor of the CITY, both the insurance provisions in Section 7 and the indemnification and hold harmless provision of Section 8 of this Agreement. N. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, this Agreement is executed by CITY and by CONSULTANT on the date and year first above written. Standard Short Form Agreement Page 5 of 6 City of National City and Revised May 2019 Lew Edwards Group CITY OF NATIONAL CITY By: APPROVED AS TO FORM: Angil P. Morris Jones City Attorney By: Nicole Pedone Senior Assistant City Attorney -- OR -- By: Any '"orns- ones puty City Atto CONTACT INFORMATION CITY OF NATIONAL CITY 1243 National City Boulevard National City, CA 91950-4397 Phone: (619) 336-4279 Contact: Alfredo Ybarra Title: Director Dep.: Housing & Economic Email: Alfredoy@nationalcityca.gov LEW EDWARDS GROUP (Corporation — signatures of two corporate officers required) (Partnership or $ le proprietorship — one signature) By: Catherine Lew President Lloyd A. Edwards Secretary -Treasurer LEW EDWARDS GROUP 5454 Broadway Oakland, CA 94618 Phone: (510) 594-0224 x 216 Fax: (510) 420-0876 Contact: Lloyd A. Edwards Title: Secretary -Treasurer Email: info@lewedwardsgroup.com Taxpayer I.D. No.: 94-3332201 Standard Short Form Agreement Page 6 of 6 City of National City and Revised May 2019 Lew Edwards Group T H E EXHIBIT A CONSULTANT SERVICES SCOPE OF SERVICES As of June 5, 2019 L KW EDWARDS GROUP The Lew Edwards Group will provide the following Scope of Work June through August 2019. Preparation, Research and Background • Conduct media audit of City -related issues in the current public arena. • Conduct review of current demographics within the City. • Review archival information pertaining to LEG's past City project and Best Practices in similar projects. • Conduct Kickoff teleconference to identify resource and planning input and strategies needed by Consultant. Strategic Advisory Services • Review revenue approaches other public agencies are implementing and discuss pros/cons of each, including current trends and strategies that are viable for voter ballot measures. • Assist with recommendations for discussion or planning topics for the City Council's summer 2019 goal -setting retreat. • Participate in up to three teleconferences with City during the project period, with additional email advice. Legal advice or services is expressly not within Consultant's Scope of Work. PAYMENT OF SERVICES Consultant is pleased to provide City with a discounted rate. City shall render payment Not to Exceed Ten Thousand, Five Hundred Dollars ($10,500) in incremental payments for these services upon invoice by Consultant. LEW EDWARDS GROUP SCOPE OF SERVICES LEWEDWA-01 GHODGES ACORO ii....--- CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDD/YYYY) 7/3/2019 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 # 0K07568 Cumbre Insurance Services, LLC 3110 E. Guasti Road Suite 500 Ontario, CA 91761 NAooMEACT Gail Hodges PHONE FAX IA/C, No, Ext): (707) 992-3743 (A/c, No):(909) 484-2491 aDaREss: hodgesg@cumbreins.com INSURER(S) AFFORDING COVERAGE NAIL # INSURER A:Underwriters at Lloyd's, London (Illinois) 15792 INSURED Lew Edwards Group 2301 Mastlands Drive Oakland, CA 94611 INSURER a : Ohio Security Insurance Company 24082 INSURERC : Republic Indemnity Company of America 22179 INSURER D : Lloyd's 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 POLIC ES 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 INSD SUBRV POLICY NUMBER POLICY EFF 1MM/DD/YYYY) POLICY EXP LIMITS (MMIDD/YYYY� A X COMMERCIAL GENERAL LIABILITY X LBW562434R2 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR DAMAGE SEaoccurrence)R( $ 100,000 MED EXP (Any one person) $ 5,000 PERSONAL&ADVINJURY $ Excluded GEN'L X AGGREGATE POLICY OTHER: LIMIT APPLIES PER: LOC GENERAL AGGREGATE $ 2,000,0001 PRODUCTS-COMP/OPAGG $ Excluded $ B AUTOMOBILE X X LIABILITY ANY AUTO OWNED — X SCHEDULED AUTOSSEE AUUTOS ONLYY X BAS57306007 9/1/2018 9/1/2019 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ (Per accidentDAMAGE $ IS U UMBRELLA LIAB EXCESS LIAB _ OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N / A X 16644914 9/21/2018 9/21 /2019 X ' STATUTE TH- ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE -POLICY LIMIT $ 1,000,000 D D Errors & Omissions Claims Made W1682B180501 W16B2B180501 9/30/2018 9/30/2018 9/30/2019 9/30/2019 Per Claim Aggregate 2,000,000 2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) CITY OF NATIONAL CITY AND IT'S OFFICERS, AGENTS, EMPLOYEES AND VOLUNTEERS ARE HEREBY NAMED AS ADDITIONAL INSURED PER BW 000 859 08 2012 WITH RESPECTS TO LIABILITY ARISING FROM THE NAMED INSURED'S OPERATIONS. COVERAGE IS PRIMARY AND NON-CONTRIBUTORY PER BW 001 397 1004. AUTOMOBILE ADDITIONAL INSURED PRIMARY AND NON-CONTRIBUTORY PER CA 88 10 01 13. WORKER'S COMPENSATION WAIVER OF SUBROGATION PER WC 00 03 13 04-84. ADDITIONAL INSURED WILL BE GRANTED A 30 DAY NOTICE OF CANCELLATION WITH THE EXCEPTION OF A 10 DAY NOTICE FOR NON-PAYMENT OF PREMIUM. CERTIFICATE HOLDER CANCELLATION City of National City % Risk Manager 1243 National City Blvd., National City, CA 91950-4397 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ ITCAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM SCHEDULE Name of Additional insured Person(s) Or Organization(s): Locations) of Covered Operations ANY PERSON OR ORGANIZATION AS REQUIRED BY WRITTEN CONTRACT WITH THE INSURED LOCATIONS AS REQUIRED BY WRITTEN CONTRACT A. SECTION II -WHO IS AN INSURED Is amended to include as an additional insured the person(s) or organizations) shown in the Schedule for whom you are performing operations when you and such person or organization have agreed In writing in a contract or agreement that such a person or organization be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advert€sing Injury" caused, in whale or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting an your behalf, in the performance of your ongoing operations for the additional insureds) at the locations) designated above. A person's or organizations status as an additional insured under this endorsement ends when your operations for that additional Insured are completed_ B. With respect to the insurance afforded to these additional Insureds, the following additional exclusions apply: This Insurance does not apply to: Additional Insured Contractual Liability "Bodily injury" or "property damage" forwhich the "additional insured(s)" are obligated to pay damages by reason of the assumption of liability in a contract or agreement. Finished Operations or Work "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 location 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. Negligence of Additional insured 'Bodily injury" or "property damage" directly caused by or resulting from the negligence of the "additional Insured(s)". ALL OTHER TERMS AND CONDITIONS OF THiS POLICY REMAIN UNCHANGED This endorsement is effective on the inception date of the policy unless otherwise stated below. (The information below is required only when this endorsement is Issued subsequent to preparation of the policy), Policy Number: LBW562434R2 Named Insured: LEW EDWARDS GROUP Endorsement Effective date: 02/06/2019 SW 000 808 se/ 2812 Included copyrighted material of 180 Properttee, INC. Page 1 of 1 with Its perm !salon ENDORSEMENT 1 This Endorsement Changes the Policy - Please Read it Carefully PRIMARY AND NON-CONTRIBUTING INSURANCE (Third-Party's Sole Negligence) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART PRODUCTS/ COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD LIABILITY COVERAGE PART BUSINESSOWNERS LIABILITY COVERAGE FORM The following Is added to Section IV - Commercial General Liability Conditions, Paragraph 4: Section IV: Commercial General Liability Conditions 4, Other Insurance: d. Notwithstanding the provisions of sub -paragraphs a, b, and c of this paragraph 4, with respect to the Third Party shown below, it is understood and agreed that In the event of a claim or "suit"arising out of the Named Insured's sole negligence, this insurance shall be primary and any other insurance maintained by the additional insured named as the Tnird Party below shall be excess and non-contributory. The Third Party to whom this endorsement applies is: Absence of a specifically named Third Party above means that the provisions of this endorsement apply "as required by written contractual agreement with any Third Party for whom you are performing work." All other terms and conditions of this policy remain unchanged. This endorsement is effective on the inception date of the policy unless otherwise stated herein. (The information below is required only when this endorsement is issued subsequent to preparation of the policy) Policy Number: LBW562434R2 Named Insured: LEW EDWARDS GROUP Endorsement Effective Date: 02/06/2019 Endorsement Serial No, BW 001 3971004 Includes copyrighted material of Insurance Services Office, Inc. with its permission Copyright, insurance Services Office, Inc.1994 LEW EDWARDS GROUP BAS57306007 COMMERCIAL AUTO CA 88 10 01 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ iT CAREFULLY. • BUSINESS AUTO COVERAGE ENHANCEMENT ENDORSEMENT This endorsement, modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage _afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. - COVERAGE INDEX SUBJECT pROViStON NUMBER DDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT 3 ACCIDENTAL AIRBAG DEPLOYMENT 12 AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS 19 ® AMENDED FELLOW EMPLOYEE EXCLUSION 5 _� AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE 13 BROAD FORM INSURED BODILY INJURY REDEFINED 22 EMPLOYEES AS INSUREDS (including employee hired auto) 2 ' EXTENDED CANCELLATION CONDITION - 23 EXTRA EXPENSE -BROADENED COVERAGE 10 GLASS REPAIR - WAIVER OF DEDUCTIBLE 15 HIRED AUTO PHYSICAL DAMAGE (Including employee hired auto and loss of use) 6 HIRED AUTO COVERAGE TERRITORY 20 LOAD! / LEASE GAP 14 PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) 16 PERSONAL EFFECTS COVERAGE 11 PHYSICAL DAMAGE - ADDITIONAL TRANSPORTATION EXPENSE COVERAGE a RENTAL REIMBURSEMENT 8 SUPPLEMENTARY PAYMENTS - 4 TOWING AND LABOR 7 TWO OR MORE DEDUCTIBLES 17 UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS 18 4- WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US ' 20 SECTION Ii - LIABILITY COVERAGE is amended as follows: 1. BROAD FORM INSURED SECTION 3t - LIABILITY COVERAGE, paragraph Al., - WHO IS AN INSURED is amended to include the following as an insured: d. Any legally incorporated entity of which you own more than 50 percent of the voting stock during the policy period. However, 'Insured" does not include any organization that: (1) Is a partnership or joint venture; or (2) Is an insured under any other automobile policy; or 13) Has exhausted its Limit of insurance under any other automobile policy. Paragraph d. (2) of this provision does not apply to a policy written to apply specifically in excess of this policy, e. Any organization you newly acquire or form, other than a partnership or joint. venture, of which you own more than 50 percent of the. voting stock. This automatic coverage is afforded only for 180 days from the date of acquisition or formation. However, coverage under thisprovision does not apply: (1) If there Is similar insurance or a self -Insured retention plan available to that organization; 2013 Liberty Mutual Insurance CA 88 10 01 13 includes copyrighted material of insurance Serrlces Office, inc„with Its permission. ' Page 1 of 7 (2) If the Limits of Insurance of any other insurance policy have been exhausted; or (3) To "bodily injury" or "property damage" that 'occurred before you acquired or formed the organization. 2, EMPLOYEES AS INSUREDS SECTION II - LIABILITY COVERAGE, paragraph A.1. - WHO IS AN INSURED is amended to Include the following as an Ensured: f. Any "employee" of yours white using a covered "auto" you do .not own, hire or borrow, but only for acts within the scope of their employment by you. insurance provided by this endorse- ment Is excess over any other Insurance available to any "employee". An "employee" of yours while operating an "auto" hired or borrowed under a written contract or agreement in that "employee's" name, with your permission, while performing duties re- lated to the conduct of your business and within the scope of their employment. Insurance provided by this endorsement Is excess over any other Insurance available to the "employee". ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT SECTION II - LIABILITY COVERAGE, paragraph A.1. - WHO IS AN INSURED Is amended to include the following as an Insured: h. Any person or organization with respect to the operation, maintenance or use of a covered "auto", provided that you and such person or organization 'have agreed In a written contract, agreement, or permit issued to you by governmental or public authority, to add such person, or organization, or governmental or public authority to this policy as an "insured". However, such person or organization Is an "Insured": (1) Only with respect to the operation, maintenance or use of a covered -"auto"; (2) Only for "bodily injury" or "property damage" caused by an "accident" which takes place after you executed the written contract or agreement, or the permit has been Issued to you; and (3) Only for the duration of that contract, agreement or permit 4. SUPPLEMENTARY PAYMENTS SECTION it - LIABILITY COVERAGE, Coverage Extensions, 2.a. Supplementary Payments, para- graphs (2) and (4) are replaced by the following: (2) Up to $3,000 for cost of ball bonds (including bonds for related traffic violations ) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the Insured at our request, including actual loss of earn- ings up to $500 a day because of time off from work. 5. AMENDED FELLOW EMPLOYEE EXCLUSION . In those Jurisdictions where, by taw, fellow employees are not entitled to the- protection afforded to the employer by the workers compensation exclusivity rule, or similar protection, the following provision is added: SECTION iI - LIABILITY, exclusion B.5. FELLOW EMPLOYEE does not apply If the "bodily Injury" results from the use of a covered "auto" you own or hire. SECTION 01- PHYSICAL DAMAGE COVERAGE is amended as follows: 6. HIRED AUTO PHYSICAL DAMAGE Paragraph A.4. Coverage Extensions of SECTION IIi - PHYSICAL DAMAGE COVERAGE, Is amended by adding the following: if hired "autos" are covered "autos" for Liability Coverage, and 1f Comprehensive, Specified Causes of Loss or Collision coverage are provided under the Business Auto Coverage Form for any "auto" you own, then the Physical Damage coverages provided are extended to °autos°: a, You hire, rent or borrow; or O 2013Llberty Mutual Insurance CA 88 10 01 13 includes copyrighted material of Insurance Services Office, Inc.,vrith its permission. Page 2 of 7 b. Your "employee" hires or rents under a written contract or agreement fn that "employee's" name, but only if the damage occurs while the vehicle is being used in the conduct of your business, subject to the following limit and deductible: A: The most we will pay for "loss" in any one "accident" or loss" Is the smallest of: (1) $50,000; or (2) The actual cash value of the damaged or stolen property as of the time of the "foss"; or (3) The cost of repairing or replacing the damaged or stolen properly with other property of like kind and quality, minus a deductible. B. The deductible will be equal to the largestdeductible applicable to any owned "auto" for that coverage. C. Subject to the limit, deductible and excess provisions described in this provision, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. D. Subject to a maximum of $1,000 per 'accident', we will also cover the actual loss of use of the hired "auto" If it results from en "accident", you are legally liable and the lessor Incurs, an actual financial loss. E. This coverage extension does not apply to: (1) Any "auto'. that Is hired, rented or borrowed with a driver; or (2) Any '"auto" that is hired, rented or borrowed from your "employee". For the purposes of this provision, SECTION V - DEFINITIONS Is amended by adding the following: "Total foss" means a loss" In which the cost of repairs plus the salvage value exceeds the actual cash value. 7. TOWING- AND LABOR SECTION 11i - PHYSICAL DAMAGE COVERAGE, paragraph A.2. Towing, is amended by the addition of the following: We will pay towing and labor costs incurred, up to the limits shown below, each time a covered "auto" classified and rated as a private passenger type, light truck" or "medium truck° is dis- abled: a. For private passenger type vehicles, we will pay up to $50 per disablement. b, For light trucks", we will pay up to $50 per disablement. "Light trucks" are trucks that have a gross vehicle weight (GVW) of 10,000 pounds or fess. c. For "medium trucks" , we will pay up to $150 per disablement. "Medium trucks"- are trucks that have a gross vehicle weight (GVW) of 10,001 -20,000 pounds. However, the labor Must be performed at the place of disablement. 8. PHYSICAL DAMAGE •ADDITIONAL TRANSPORTATION EXPENSE COVERAGE ' Paragraph A.4.a., Coverage Extension of SECTION ill - PHYSICAL DAMAGE COVERAGE, Is amend- ed to provide a limit of $50 per day and a maximum limit of $1,500 CA88100113 © 2013 Liberty Mutual Insurance • tndudes copyrighted material of insurance Services Office, Inc., with Its permission. Page 3 of 7 O. RENTAL REIMBURSEMENT SECTION ill - PHYSICAL DAMAGE COVERAGE, A. COVERAGE, is amended by adding the following: a. We will pay up to $75 per day for rental reimbursement expenses Incurred by you for the rental of an "auto" because of "accident" or loss", to an "auto" for which we also pay a "loss" under Comprehensive, Specified Causes of Loss or Collision Coverages. We will pay only for those expenses Incurred after the first 24 hours following • the "accident" or "loss" to the covered "auto." b. Rental Reimbursement will be based on the rental of a comparable vehicle, which In many cases may be substantially less than $75 per day, and will only be allowed for the period of time it should take to repair or replace the vehicle with reasonable speed and similar quality, up to a maximum of 30 days. c. We will also pay up to $500 for reasonable and necessary expenses incurred by you to remove and replace your tools and equipment from the covered "auto". d. This coverage does not apply unless you have a business necessity that other "autos" avail- able for your use and operation cannot fill. e, 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 expenses which is not already provided under Paragraph 4. Coverage Extension. f. No deductible applies to this coverage. For the purposes of this endorsement provision, materials and equipment do not Include "personal effects" as defined in provision 11. 10. EXTRA EXPENSE - BROADENED COVERAGE Under SECTION III - PHYSICAL DAMAGE COVERAGE, A. COVERAGE, we will pay for the expense of returning a stolen covered "auto" to you. The maximum amount we will pay Is $1,000. 11. PERSONAL EFFECTS COVERAGE A. SECTION Ili - PHYSICAL DAMAGE COVERAGE, A. COVERAGE, Is amended by adding the following: If you have purchased Comprehensive Coverage on this policy for an "auto" you own and that "auto" is stolen, we will pay, without application of a deductible, up to $600 for "personal effects" stolen with the "auto." The insurance provided under this provision Is excess over any other collectible insurance. B. SECTION V - DEFINITIONS Is amended by adding the following: For the purposes of this provision, "personal effects" mean tangible property that is worn or carried by an insured." "Personal effects" does not Include tools, equipment, jewelry, money or securities. 12. ACCIDENTAL AIRBAG DEPLOYMENT SECTION ill - PHYSICAL DAMAGE COVERAGE, B. EXCLUSIONS is amended by adding the follow- ing: If you have purchased Comprehensive or Collision Coverage under this policy, the exclusion for "loss" relating to mechanical breakdown does not apply to the accidental discharge of an airbag. Any Insurance we.provide shalt be excess over any other collectible Insurance or reimbursement by manufacturer's warranty. However, we agree to pay any deductible applicable to the other cov- erage or warranty. 13. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE SECTION ill - PHYSICAL DAMAGE COVERAGE, B. EXCLUSIONS, exception paragraph a. to exclu- - stons 4.c. and 4.d, Is deleted and replaced with the following: CA88100113 O. 2013Liberty Mutual insurance Includes copyrighted material of Insurance Services Office, ins., with its permission. Page 4 of 7 Exclusion 4.c. and 4.d. do not apply to: a. Electronic equipment that receives or transmits audio, visual or data signals, whether or not designed solely for the reproduction of sound, If the equipment Is permanently installed in the covered "auto" at the time of. the 'loss" and such equipment is designed to be solely operated by use of the power from the "auto's" electrical system, in or upon the covered "auto" and physical damage coverages are provided for the covered "auto"; or if the "loss" occurs solely to audio, visual or data electronic equipment or accessories used with this equipment, then our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by a $100 deductible, 14. LOAN / LEASE GAP COVERAGE A. Paragraph C., LIMIT OF INSURANCE of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by adding the following: The most we will pay for a "total loss" to a covered "auto" owned by or teased to you in any one "accident" Is the greater of the: 1. Balance due under the terms of the loan or lease (o which the damaged covered "auto" is subject at the time of the loss" less the amount of: a. Overdue payments and financial penalties associated with those payments as of the date of the "loss", b. Financial penalties Imposed under a lease due to high mileage, excessive use or ab- normal wear and tear, c. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease, d. Transfer or rollover balances from previous loans or leases, e. Final payment due under a "Balloon Loan", f. The dollar amount of any unrepaired damage which occurred prior to the "total. loss" of a covered "auto", g. Security deposits not refunded by a lessor, h. All refunds payable or paid to you as a result of the early termination of a tease agreement or as a result of the early termination of any warranty or extended service agreement on a covered "auto°, f. Any amount representing taxes, j. Loan or tease termination fees; or 2. The actual cash value of the damage or stolen property as of the time of the loss". An adjustment for depreciation and physical condition will be made in determining the actual cash value at the time of the loss". This adjustment is not applicable in Texas. • B. ADDITIONAL CONDITIONS This coverage applies only to the original loan for which the covered "auto" that incurred the loss serves as collateral, or lease written on the covered "auto" that incurred the loss. C. SECTION V - DEFINTiONS is changed by adding the following: As used in this endorsement provision, the following definitions apply: "Total loss" 'means a "loss" In which the cost of repairs plus the salvage value exceeds the actual cash value. • A "balloon loan" Is one with periodic payments that are Insufficient to repay the balance over the term of the loan, thereby requiring a large final payment. CA88100113 © 2013 Liberty Mutual Insurance includes copyrighted material of Insurance ServicesOffice, inc.,With its permission. Page 5 of 7 15. GLASS REPAIR- WAIVER OF DEDUCTIBLE Paragraph D. Deductible of SECTION Ili - PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: No deductible applies to glass damage If the glass fs repaired rather than replaced. 16,- PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) Paragraph D. Deductible of SECTION Ill - PHYSICAL DAMAGE COVERAGE is amended by the addition of the. following: The deductible does not apply. to "loss" caused by collision to such covered 'auto" of the private passenger type or light weight truck with a gross vehicle weight of 10,000 lbs. or less as defined by the manufacturer as maximum loaded weight the "auto" Is designed to carry while It Is: a. in the charge of an "insured"; b. Legally parked; and c. Unoccupied. The "loss" must be reported to the police authorities within 24 hours of known damage. The total amount of the damage to the covered "auto" must exceed the deductible shown in the Declarations. - This provision does not apply to arty "loss" It the covered "auto" Is in the charge of any person or organization engaged in the automobile business. 17. TWO OR MORE DEDUCTIBLES Under SECTION III PHYSICAL DAMAGE COVERAGE, If two or more company policies or coverage forms apply to the same accident, the following applies to paragraph D. Deductible: a, If the applicable Business Auto deductible Is the smaller (or smallest) deductible It will be. waived; or . b. If the applicable Business Auto deductible is not the smaller (or smallest) deductible It will be reduced by the amount of the smaller (or smallest) deductible; or c. if the loss involves two or more Business Auto coverage forms or policies the smaller (or smallest) deductible will be waived. For the purpose of this endorsement company means any company that is part of the Liberty Mutual Group. SECTION IV - BUSINESS AUTO CONDITIONS is amended as follows: 18. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS. SECTION IV- BUSINESS AUTO CONDITIONS, Paragraph B.2. is amended by adding the following: If you unintentionally fall to disclose any hazards, exposures or material .facts existing as of the inception date or renewal date of the Business Auto Coverage Form, the coverage afforded by this policy will not be prejudiced. However, you, must report the undisclosed hazard of exposure as soon as practicable after is discovery, and we have the right to collect additional premium for any such hazard, or exposure. 19, AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT, OR LOSS SECTION IV - BUSINESS AUTO. CONDITIONS, paragraph A.2.a. is replaced in its entirety by the following: a. In the event of "accident", claim, "suit" or 'Voss", you must promptly notify us when It Is known to: 1. You, If you are an.individual; 2. •A partner, if you are a partnership; 3, Member, if you are a limited liability company; 4. An executive officer or the "employee" designated by the Named Insured to give such notice, if you are a corporation. CA 88 10 01 13 2013Llberty Mutual Insurance includes copyrighted material of Insurance Services Office, !no., with its permission. Page 0 of 7 r To the extent possible, notice to us should include: (1) How, when and where the "accident" or "loss" took place; (2) The "Insureds' name and address; and (3) The names and addresses of any injured persons and witnesses. �20. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US SECTION IV - BUSINESS AUTO CONDITIONS, paragraph A.6,, Transfer of Rights of Recovery Against Others to Us, is amended by the addition of the following: If the person or organization has waived those rights before an "accident" or "loss", our rights are waived also. 21. HIRED AUTO COVERAGE TERRITORY SECTION IV BUSINESS AUTO CONDITIONS, paragraph 8.7., Policy Period, Coverage Territory, is amended by the addition of the following: f. For "autos" hired 30 days cr less, the coverage territory Is anywhere In the worfd, provided that the insured's responsibility . to pay for damages Is determined In a "suit", on the merits, In the United Slates, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. This extension of coverage does not apply to an "auto" hired, leased, rented or borrowed with a driver, SECTION V - DEFINITIONS is amended as follows; 22. BODILY INJURY REDEFINED Under SECTION V - DEFINTIONS, definition C. is replaced by the following: "Bodily injury" means physical injury, sickness or disease sustained by a person, including mental anguish, mental injury, shock, fright or death resulting from any of these at any time. COMMMON POLICY CONDITIONS 23. EXTENDED CANCELLATION CONDITION COMMON POLICY CONDITIONS, paragraph A. - CANCELLATION condition applies except as fol- lows; If we cancel for any reason other than nonpayment of premium, we will mail to the first Named Insured written notice of cancellation at least 60 days before the effective date of cancellation. This provision does not apply In those states which require more than 60 days prior notice of canceila- lion. CA88100113 © 2013 Liberty Mutual insurance includes copyrighted material of insurance Services Office, Inc., with Its permission. Page 7 of 7 z. LEW EDWARDS GROUP BAS57306007 CA 00 01 03 06 BUSINESS AUTO COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully. to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named insured shown in the Declarations. The words "we", "us° and "our" refer to tits Company providing this insurance. Other Words and phrases that appear in quotation marks have special meaning. Refer to Section V - Definitions. SECTION I • COVERED AUTOS ITEM TWO of the Declarations shows the "autos" that are covered "autos" for each of your cov- erages. The following numerical symbols de- scribe the "autos" that may be covered "autos". The symbols entered next to a coverage on the Declarations designate the only "autos" that are covered "autos". A. Description Of Covered Auto Designation Symbols Symbol Description Of Covered Auto Designation Symbols 1 Any "Auto" 2 Owned "Autos" Only Only those "autos" you own (and. for Liability Coverage any "trailers" you don't own while attached to power units you own.) This includes those "autos" you acquire ownership of after the policy begins. 3 Owned Private Passenger "Autos" Only Only the private passenger "autos" you own. This includes those private passenger "autos" you acquire ownership of after the policy begins. 4 Owned Only those "autos" you own that are not of the private passenger type "Autos" Other (and for Liability Coverage any °trailers" you don't own white attached Than Private to power units you own). This includes those "autos" not cf the Passenger private passenger type you acquire ownership of after the policy begins. "Autos' Only 5 Owned "Autos" Subject To No -Fault Only those "autos" you own that are required to have No -Fault benefits In the state where they are licensed or principally garaged. This includes those "autos" you acquire ownership of after the policy begins provided they are required to have No -Fault benefits in the state where they are licensed or principally garaged. 6 Owned "Autos" Subject To A Compulsory Uninsured Motorists . Law Only those "autos" you own that because of the law in the state where they are licensed or principally garaged are required to have and cannot reject Uninsured Motorists Coverage. This includes those "autos" you acquire ownership of after the policy begins provided they are subject to the same state uninsured motorists requirement. - 7 Specifically Described "Autos` Only those °autos" described in item Three of Declarations for which a premium charge is shown (and for Liability Coverage any °trailers" you don't ovm while attached to any cower unit described In item Three). 8 Hired `Autos" Only Only those "autos" - you lease, hire, rent or borrow. This does not include any "auto" you lease, hire, rent, -cr borrow from any of your *employees", partners (if you are a partnership), members (If you are a limited liability company} cr members of their households. CA 00 01 03 06 aiSO Properties, Inc., 2005 Page 1 of 13 Symbol 9 Non -Owned "Autos" Only Description Of Covered Auto Designation Symbols Only those "autos' you do not own, lease, hire, rent or borrow that are used In connection with your business. This includes "autos" owned by your "employees", partners (if you are a partnership), members (If you are a limited liability company), or members of their households but only while used in your business or your personal affairs. 19 Mobile Equip- Only those 'autos" that are land vehicles and that would qualify under the ment Subject definition of "mobile equipment" under this policy If they were not To Compul- subject to a compulsory or financial responsibility law or other sory Or motor vehicle Insurance law where they are licensed or principally garaged. Financial Responsibility Or Other Motor Vehicle insurance Law .Only B. Owned Autos You Acquire After The Policy Begins 1. if symbols 1, 2, 3, 4, 5, . 6 or 19 are entered next to a coverage in ITEM TWO of the Declarations, then you have cov- erage for "autos" that you acquire of the type described for the remainder of the policy period. 2. But, if symbol 7 is entered next to a coverage in ITEM TWO of the Declara- tions, an "auto" you acquire will be a covered 'auto" for that coverage only if: a. We already cover all "autos" that you own for that coverage or it re- places an "auto" you previously owned that had that coverage; and b, You tell us within 30 days after you acquire it that you want us to cover it for that coverage. C. Certain Trailers, Mobile Equipment And Tem-, porary Substitute Autos If Liability Coverage is provided by this Cov- erage Form, the following types of vehicles are also covered 'autos" for Liability Cov- erage: 1, "Trailers" with a Iced capacity of 2,000 pounds or less designed primarily for travel on public roads. 2. "Mobile equipment" while being carried or towed by a covered "auto_" 3. Any "auto" you do not own while used with "the permission of its cwner as a temporary substitute for a covered "auto" you own that Is out of service because of its: a. Breakdown; b. Repair; c. Servicing; d, "Loss"; or e, Destruction SECTION 1# - LIABILITY COVERAGE A. Coverage We will pay all sums an "insured' .legally must pay as damages because of "bodily Injury" or "property damage" to which this Insurance applies, caused by an "accident" and resulting from the 'ownership, mainten- ance or use of a covered "auto." We will also pay all sums an "Insured" le- gally must pay as a "covered pollution cost or expense" to which this Insurance applies, caused by an "accident" and resulting from the ownership, maintenance or use of cov- ered "autos." However, we will only pay for the "covered pollution cost cr expense' if there is either "bodily injury" or "property damage" to which this insurance applies that Is caused by the same "accident." We have the right and duty to defend any `insured" against a 'suit° asking for such damages or a "covered pollution cost or ex- pense". However, we have no duty to defend any "Insured" against a "suit" seeking dam- ages for "bodily Injury" or "property dam- age" or a "covered pollution cost or expense" to which this insurance does not apply. We may Investigate and settle any claim or "suit" as we consider appropriate. Our duty to defend or settle ends when the Liability Coverage Limit of insurance has been exhausted by payment of judgments or settlements. 1. Who Is An Insured The following are "Insureds": a. You for any covered "auto," b. Anyone else while .using with your permission a covered "auto" you own, hire or borrow except: CA 00 01 03 06 ' lSO Properties, Inc., 2005 Page 2 of 13 i. (1) The owner or anyone else from whom you hire or borrow a cov- ered 'auto". This exception does 'not apply if the' covered "auto" Is a "trailer" connected to a cov- ered "auto* you own. Your "employee" If the covered "auto" Is owned by that "em- ployee", or a member of his or her household, (3). Someone using a covered "auto" while he or she is work- ing in a business of selling, ser- vicing, repairing, parking or storing 'autos" unless that busi- ness is yours. (4) Anyone other than your "em- ployees", partners (If you are a partnership), members (If you are a limited liability 'company), or a lessee or borrower or any of their "employees", while moving property to or from a covered "auto". - A partner (if you are a partner- • ship), or a member (If you are a limited liability company), for a covered "auto" owned by him or her or a member of his or her household. c. Anyone ilabie far the conduct of an "insured" described 'above but only to the extent of that liability. 2. Coverage Extensions a. Supplementary Payments. We will pay for the "insured": (2) (5) (1) All expenses we Incur. (2) Up to $2,000 for cost of bail bonds (Including bonds for re- lated -traffic law violations) re- quired because- of an "accident" we cover. We do not have to furnish these bonds. The cost of bonds to release at- tachments in any "suit" against the "Insured" we defend, but only for bond amounts within our Limit of Insurance. - (4) All- reasonable expenses incurred by the "Insured" at our request, including actual toss of earnings up to $250 a day because of time off from work. All costs taxed against the "in- sured" in any "suit" against the "Insured" we defend, (3) (5) (8) Ali Interest on the full amount of any Judgment that accrues after entry of the Judgment in any "suit" against the "Insured" we defend, but our duty to pay in- terest ends when we have paid, offered to pay or deposited in court the part. of the Judgment that is within our Limit of insur- ance. These payments will not reduce the Limit of Insurance. b. Out of State Coverage l:xtenslons. White a covered "auto" is away from the state where It is licensed we will: (1) increase the Limit of Insurance for Liability Coverage to meet the limits specified by a compul- sory or financial responsibility law of the Jurisdiction where the covered "auto" Is being used. This extension does not apply to the limit or limits specified by any law governing motor canters of passengers or property. (2) Provide the minimum amounts and types of other coverages, such as no-fault, required of out- of-state vehicles by the Jurisdic- tion where the covered "auto" Is being used. We will not pay anyone more than once for the same elements of loss because of these extensions. B. Exclusions This insurance does not apply to any of the foliowing: 1. Expected Or intended injury "Bodily Injury° or "property damage" ex- pected or Intended from .the standpoint of the "insured". 2. Contractual Liability assumed under any contract or agreement. - But this exclusion does not apply to li- ability for damages: a. Assumed in a contract or agreement that Is an "insured contract" pro- vided the "bodily Injury" or "prop- erty damage" occurs subsequent to the execution of the contract or agreement; or. CA 00 01 03 06 olSO Properties, Inc., 2005 Page 3 of 13 b. That the "Insured" would have In the absence of the contract or agree- ment. 3. Workers' Compensation Any obligation for which the "insured" or the "Insured's" Insurer may be held liable under any workers' compensation, disability benefits or unemployment com- pensaticn law or any similar law. 4. Employee indemnification And Employ- er's Liability "Bodily injury" to: a. An "employee" of the "insured" arising cut of and In the course of: (1) Employement by the "Insured"; or (2) Performing the duties related to the conduct of the "insured's" business; or b. The spouse, child, parent, brother or sister of that "employee" as a con- sequence of Paragraph a. above. This exclusion applies: (1) Whether the "Insured" may be liable as an employer or in any other capacity; and (2) To any obligation to share darn - ages with or repay someone else who must pay damages because of the injury. But this exclusion does not apply to "bodily injury" to domestic "employees" not entitled to workers' compensation benefits or to liability assumed by the "insured" under an Insured contract", For the purposes of the Coverage Form, a domestic "employee" is a person en- gaged In household or domestic work performed principally in connection with a residence premises. 5. Fellow Employee "Bodily Injury" to any fellow ".employee" of the "insured" arising out of and in the course of the fellow "employee's" em- ployment or while performing duties re- lated to the conduct of your business. 6. Care, Custody Or Control "Property damage" to or "covered pollution cost or expense" Involving property owned or transported by the "insured" or in the "Insured's" care, cus- tody or control. But this exclusion does not apply to liability assumed under a sidetrack agreement. 7. Handling Of Property "Bodily Injury" or "property damage" re- sulting from the handling of property: a, Before it is moved from the place where it is accepted by the "Insured" for movement into or onto the cov- ered "auto"; or b. After it is moved from the covered "auto" to the place where It is finally delivered by the "insured". 8. Movement Of Property By Mechanical Device "Bodily injury" or "property damage" re- sulting from the movement of property by a mechanical device (other- than a hand truck) unless the device is attached to the covered "auto". 8. Operations "Bodily Injury" cr "property damage" arising out of the operation of: a. Any equipment listed in Paragraphs 6.b. and 6.c, of the definition of "mo- bile equipment"; or h. Machinery or equipment that is on, attached to, or part of, a land vehicle that would qualify under the defini- tion of "mobile equipment" If it were not subject to a compulsory or finan- cial responsibility law or other motor vehicle Insurance law where it Is li- censed or principally garaged. 10. Completed Operations "Bodily injury" or "property damage" arising out of your work after that work has been completed or abandoned. In this exclusion, your work means: a. Work or operations performed by you or on your behalf; and b. Materials, parts or equipment fur- nished in connection with such work or operations. CA00010306 @ISO Properties, Inc., 2005 Page 4 of 13 gam. tom it s Your work includes warranties or repre- sentations made at any lime with respect to the fitness: quality, durability' or per- formance of any of the Items Included in Paragraphs a, or b, above. Your work will be deemed completed at the earliest of the following times: (1) (2) (3) When all of the work called for in your contract has been completed. When- all of the work to be done at the site has been completed if your contract calls for work at more than one site, When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or sub, - contractor working on the same pro- ject. Work that may need service, main- tenance, correction, repair or replacement, but which is otherwise complete, will be treated as complet- ed. 11 Pollution "Bodily injury" or °property damage" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollu- tants": a. That are, or that are contained in any property that Is; (1) (2) (3) Being transported or -towed by, handled, or handled for move- ment into, onto or from, the cov- ered "auto'; Otherwise in the course of transit by or on behalf of the "Insured"; or Being stored, disposed of, treat ed or processed In or upon the covered "auto"; b. Before the "pollutants" or any prop- erty • In which the "pollutants" are contained are moved from the place where they are accepted by the "In- sured" for movement Into or onto the covered "auto"; or c. After the "pollutants" or any. prop - arty in which the "pollutants" are contained are moved . from the cov- ered "auto" to the place where they are finally delivered, disposed of or abandoned by the Insured". Paragraph a. above does not apply to fuels, . lubricants, fluids, exhaust gas- es or other similar "pollutants" that are needed for or result from the normal electrical, hydraulic or me- chanical functioning of the covered "auto" or its parts, if: (1) The "pollutants" escape, seep, migrate, or are discharged, •dis- persed or released directly from an "auto" part designed by its manufacturer to hold, store, re- ceive or dispose of such "pollu- tants°; and (2) The . "bodily injury", "property damage" or "covered pollution cost or expense" does not arise out of the operation of any equipment listed in Paragraphs 6.b. and 6.c. of the definition of "mobile equipment". Paragraphs b. and c. above of this exclu- sion do not apply to "accidents" that occur away from premises owned by or rented to an 'insured" with respect to "pollutants" not in or upon a covered "auto" if: (1) The "pollutants" or any property in which the "pollutants" are contained are upset, overturned or damaged as a result of the maintenance or use of a covered "auto"; and (2) The discharge, dispersal, seep- age, migration, release or escape of the "pollutants" Is caused di- rectly by such upset, overturn or damage. 12. War "Bodily injury" or "property damage° arising directly or indirectly out of: a, War, including undeclared or civil war; b. Warlike action by a military force, including action In hindering or de- fending against an actual or expect- ed attack, by any government, sovereign or other authority using military personnel or other agents; or c, insurrection, rebellion, revolution, usurped power, or, action taken by governmental authority in hindering or defending against any of these. CA 00 01 03 06 ©iSO Properties, Inc., 2005 Page 5 of 13 13. Racing Covered 'autos' while used in any pro-. fesslonai or organized racing or demoli- tion contest or stunting activity, or while practicing for such contest or activity. This insurance also does not apply while that covered "auto" is being prepared for such a contest or activity. C. Limit Of insurance Regardless of the number of covered "autos", "insureds", premiums paid, claims made or vehicles involved In the "accident", the most we wilt pay for the total of all damages and "covered pollution cost or ex- pense" combined, resulting from any one "accident" is the Limit of Insurance for Liabil- ity Coverage shown in the Declarations. All "bodily injury," "property damage" and 'covered pollution cost or expense" resulting from continuous or repeated exposure to substantially - the same conditions will be con- sidered as resulting from one "accident°. No one will be entitled to receive duplicate payments for the same elements of "loss" under this Coverage Form and any Medical Payments Coverage Endorsement, Uninsured Motorists Coverage Endorsement or Underin- sured Motorists - Coverage Endorsement at- tached to this Coverage Part. SECTION III - PHYSICAL DAMAGE COVERAGE A. Coverage 1. We will pay for loss" to a covered "auto" or its equipment under: a. Comprehensive Coverage. From any cause except: (1) The covered "auto's" collision with another object; or (2) The covered °auto's" overturn. b. Specified Causes of Loss Coverage. Caused by: (1) Fire, lightning or explosion; (2) Theft; (3) Windstom), hail or earthquake; (4) Flood; (0) Mischief or vandalism; cr (6) The sinking, burning, collision or derailment of any conveyance transporting the covered "auto". c. Collision Coverage. Caused by: (1) The covered "auto's° collision with another object; or (2) The covered 'auto's" overturn. 2. Towing. We will pay up to the limit shown In the Declarations for towing and labor costs incurred each lime a covered "auto" of the private passenger type is disabled.. However, the labor must be performed at the place of disablement. 3. Glass Breakage - Hitting a Bird or Ani- mal • Falling Objects or Missiles. If you carry Comprehensive Coverage for the damaged covered °auto°, we will pay for the following under Comprehen- sive Coverage: a. Glass breakage; b. "Lose caused by hitting a bird or animal; and c. "Loss" caused by failing objects or missiles. However, you have the option of having glass breakage caused by a covered "auto's" collision or overturn considered a "loss" under Collision Coverage. 4. Coverage Extensions a. Transporation Expenses We will pay up to $20 per day to a maximum of $600 for temporary transportation expense Incurred by you because of the total theft of a covered "auto" of the private pas- senger type. We will pay only For those covered "autos" for which you carry either Comprehensive or Speci- fied Causes of Loss Coverage. We will pay for temporary transportation expenses incurred during the period beginning 48 hours after the theft and ending, - regardless of the poll-- cy's expiration, when the covered "auto" Is returned to use or we pay for its loss". b. Loss Of Use Expenses For Hired Auto 'Physical Damage, we will pay expenses for which an In- sured" becomes legally responsible . to pay for loss of use of a vehicle rented or hired without a driver, un- der a written rental contract or agreement. We will pay for toss of use expenses if caused by: (1) Other than collision only if the Declarations indicate that Com- prehensive Coverage Is provided for any covered "auto"; CA 00 01 03 06 ()ISO Properties, Inc., 2005 Page 6 of 13 (2) Specified Causes Of Loss only if the Declarations Indicate that Specified Causes Of Loss Cov- _ erage is provided for any cov- ered "auto; or Collision only If the Declarations indicate that Collision Coverage is provided for any covered °auto". However, the most we will pay for any expanses for loss of use Is $20 per day, to a maximum of $600. B. Exclusions 1. We will not pay for loss" caused by or resulting from any of the following. Such "loss" is excluded regardless of any oth- er cause or event that contributes con- currently or In any. sequence to- the "toss". a. Nuclear 'Hazard. (1) (3) The explosion of any weapon employing atomic fission or fu- sion; or (2) Nuclear reaction or radiation, or radioactive contamination, how- ever caused. • b. War or Military Action. (1) War, Including undeclared or civ- il war; (2) Warlike action by a military force, including action in hinder • - ing or defending against an ac- tual or expected attack, by any government, sovereign or other authority using military person- nel or other agents; or Insurrection, rebellion, revoiu- ion, usurped power. or action taken by governmental authority In hindering or defending against any of these. 2. We will not pay for "loss" to any cov- ered "auto" while used in any profes- sional or organized racing or demolition contest or stunting activity, or while •practicing for such contest or activity. We will also not pay for -"toss" to any cov- ered "auto" while that covered "auto" is being prepared, for such a contest or ac- tivity. (3) 3. We will not pay for loss" caused by 'or resulting from any of the following un- less caused by other "loss" that is cov- ered by this insurance: a. Wear and tear, freezing, mechanical or electrical break- down. . b. Blowouts, punctures or other road damage to tires. 4. We will not pay for loss" to, any of the following: a. Tapes, records, discs or other similar audio, visual or data electronic de- vices designed for use with audio, visual or data electronic equipment; b. Any device designed or used to de- tect - speed measuring equipment such as radar or laser detectors and any jamming apparatus intended to elude or disrupt speed measurement equipment. c. Any electronic equipment, without regard to whether this equipment Is permanently Installed, that receives or transmits audio, visual or data signals and that Is not designed sole- ly for the reproduction of sound. d. Any accessories used with the elec- tronic equipment described in Paragraph c. above. Exclusions 4,c. and 4.d. do not apply to: a. Equipment designed solely for the reproduction of sound and accesso- ries used with such equipment, pro- vided .such equipment Is permanently Installed In the covered "auto" at the time of the "loss" or such equipment is removable from a • housing unit which Is permanently Installed in the covered "auto" at the time of the "loss", and such equip- ment is designed to be solely op- erated by use of the power from the "auto's" electrical system, In or upon the covered "auto"; or b. Any other electronic equipment that Is: (1) Necessary for the normal opera- tion of the covered "auto" or the monitoring of the covered "auto's" operating system; or CA 00 01 03 06' 'lSO Properties, Inc., 2006 Page 7 of 13 (2) An integral part of the same unit housing any sound reproducing equipment described In a. above and permanently Installed in the opening of the dash or console of the covered "auto" normally used by the manufacturer for In- stallation of a radio. 5. Ws will not pay for "loss" to a covered "auto" due to "diminution In value". C. Limit Of Insurance 1. The most we will pay for loss" in any one 'accident" is the lesser of: a. The actual cash value of the damag- ed or stolen property as of the time of the "loss"; or b. The cost of repairing or replacing the damaged or stolen property with oth- er property of like kind end quality. 2. An adjustment for depreciation and phys- ical condition will be made in determining actual cash value in the event of a total "toss". 3. if a repair or replacement results in bet- ter than like kind or. quality, we will not pay for the amount of the betterment. D. Deductible For each covered "auto", our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by the ap- plicable deductible shown in the Declara- tions. Any Comprehensive Coverage deductible shown In the Declarations does not apply to "loss" caused by fire or light- ning. SECTION IV • BUSINESS AUTO CONDITIONS The following conditions apply in addition to the Common Policy Conditions: A, Loss Conditions 1, Appraisal For Physical Damage Loss if you and we disagree on the amount of "toss", either may demand an appraisal of the "loss", in this event, each party will select' a competent appraiser. The two appraisers will select a competent and impartial umpire. The appraisers will - state separately the actual cash value and amount of "loss". if they fail to agree, they. will submit their differences to the umpire. A decision agreed to by any. two will be binding. Each party will: a. Pay its chosen appraiser; and b. Bear the other expenses of the ap- praisal and umpire equally. If we submit to an appraisal, we will stilt retain our right to deny the claim. 2. Duties in The Event Of Accident, Claim, Suit Or Loss We have no duty to provide . coverage under this policy unless there has been full compliance with the following duties: a. in the event of "accident", claim, 'suit" or "loss", you must give - us or our authorized representative prompt notice of the "accident" or "toss". include: (1) How, when and where the 'ac- cident" or "loss" occurred; (2) The "insured's" name and -ad- dress; and (3) To the extent possible, the names and addresses of any In- jured persons and witnesses. b. Additionally, you and any other In- volved "insured' must: (1) Assume no obligation, make no payment or incur no expense without our consent, except at the "insured's" own cost. (2) Immediately send us copies of any request, demand, order, no- nce, summons or legal paper re - calved concerning the claim or "suit". Cooperate with us In the inves- tigation or settlement of the claim or - defense against the 'suit'. (4) Authorize us to obtain medical records or other pertinent Infor- mation. Submit to examination, at our expense, by physicians of our choice, as often as we reason- ably require. c. If there Is "loss" to a covered "auto" or its equipment you must also do the following: (1) Promptly notify the police if the covered "auto" or any of its equipment is stolen, (3) (3) CA 00 01 03 06 ©ISO Properties, Inc., 2005 Page 8 of 13 (2) Take all reasonable steps to pro- tect the covered °auto" from fur- ther damage. AISo keep a record of your expenses for consider- ation in the settlement of the claim. (3) Permit us to inspect the covered "auto" and records proving the °toss" before Its repair or dis- position. (4) Agree to examinations under oath at our request and give us a signed statement of your an- swers. 3, Legal Action Against Us No one may bring a legal action against us under this Coverage Form until: a. There has been full compliance with all the terms of this Coverage Form; and b. Under Liability Coverage, we agree in writing that the "insured" has an obligation to pay or until the amount of that obligation has finally been determined by Judgment after trial. No one has the right under this poli- cy to bring us into an action to deter- mine the "insured's" liability. 4. Loss Payment - Physical Damage Coverages At our option we may: a. Pay for, repair or replace damaged or stolen property; b. Return the stolen property, at our ex- pense. We will pay for any damage that results to the "auto" from the theft; or c. Take all or any part of the damaged or stolen property at an agreed or appraised value; if we pay for the 'Toss", our payment will Include the applicable sales tax for the damaged or stolen property. 5. Transfer Of Rights Of Recovery Against Others To Us If any person or organization to or for whom we make payment under this Cov- erage Form has rights to recover dam- ages from another, those rights are transferred to us. That person or organi- zation must do everything necessary ' tb• - secure our rights and must do nothing after "accident" • or "loss" to impair - them. B. General Conditions 1. Bankruptcy Bankruptcy or insolvency of the "in- sured" or the "insured's" estate will not relieve us of any obligations under this Coverage Form. 2. Concealment, Misrepresentation Or Fraud This Coverage Form is void in any case of fraud by you at any time as It relates to this Coverage Form. It is also void if you or any other "Insured", at any time, Intentionally conceal or misrepresent a material fact concerning: a. This Coverage Form; b. The covered "auto"; c. Your Interest in the covered "auto'; or d, A claim under this Coverage Form. 3. Liberalization If we revise this Coverage Form to pro- vide more coverage without additional premium charge, your policy will auto- matically provide the additional coverage as of the day the revision Is effective In your state. 4. No Benefit To Bailee - Physical Damage Coverages We will not recognize any assignment or grant any coverage for the benefit of any person or organization holding, storing or transporting property for a fee regard- less of any other provision of this Cov- erage Form. CA 00 01 03 08 ©ISO Properties, Inc., 2005 Page 9 of 13 . Other Insurance a. For any covered "auto" you own, this Coverage Form provides primary insurance. For any covered "auto" you don't own, the' insurance pro- vided by this Coverage Form is ex- cess over any other collectible insurance. However, while a covered "auto" which is a "trailer" Is con- nected to another vehicle, the Liabil- ity Coverage this Coverage Form provides for the "trailer" Is: (1) Excess while it is connected to a motor vehicle you do not own. (2) Primary while it Is connected to a covered "auto" you own. b. For Hired Auto Physical Damage Coverage, any covered °auto" you lease, hire, rent or borrow is deemed to be a covered "auto" you own. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". - c. Regardless of the provisions of Para- graph a. above, this Coverage Form's Liability . Coverage is primary for any liability assumed under an "Insured contract". d. When this Coverage Form and any other Coverage Form or policy cov- ers on the same basis, either excess or primary, we will pay only -our share. Our share Is the proportion that the Limit of Insurance of our Coverage Form bears to the total of the limits of all the Coverage Forms and policies covering on the same - basis. 8. Premium Audit a. The estimated premium for this -Cov- erage Form Is based on the expo- sures you told us you would have when this policy began. We will compute the final premium due when. we determine your actual ex- posures. The estimated total premi- um will be credited against the final premium due and the first Named Insured will be billed for the balance, if any. if the estimated total premium exceeds the final premium due, the first Named insured will get a re- fund. b. If this policy Is issued for more than one year, the premium for this Cov- erage Form will be computed annu- ally based on our rates or premiums in effect at the beginning ofeach year of the policy. 7. Policy Period, Coverage Territory Under this Coverage Form, we cover "ac- cidents" and "losses" occurring: a. During the policy period shown in the Declarations; and b. Within- the coverage territory. The coverage territory Is: a. The United States of America; b. The territories and possessions of the United States of America; c. Puerto Rico; d. Canada; and e. Anywhere in the world if: (1) A covered "auto" of the private passenger type Is teased, hired, rented or borrowed without a driver for a period of 30 days or less; and (2) The "insured's" responsibility to pay damages is determined in a "suit" on the merits, in the Unit- ed States of America, the ter- ritories and possessions - of the United States of America, Puerto Rico, or Canada or In a settle- ment we agree to. We also cover loss" to, or "accidents" Involving, a covered "auto" while being transported between any of these places. 8. Two. Or More Coverage Forms Or Poli- cies issued By Us If this Coverage Form and any other Cov- erage Form or policy issued to you by us or any company affiliated with us apply to the same "accldent", the aggregate maximum Limit of Insurance under all the Coverage Forms or policies -shall not exceed the highest applicable Limit of Insurance under any one Coverage Form or policy. This condition does not apply to any Coverage Form or policy issued by us- or an affiliated company specifi- cally to apply as excess Insurance over this Coverage Form. CA 00 01 03 08 ©ISO Properties, Inc., 2005 Page 10 of 13 SECTION V • DEFINITIONS A. "Accident" includes continuous or repeated exposure to the same conditions resulting in "bodily injury" or "property damage". B, "Auto" means; 1. A land motor vehicle, "trailer" or semi: - trailer designed for travel on public roads; or 2. Any other land vehicle that is subject to •a compulsory or financial responsbility law or other motor vehicle insurance law where it is licensed or pr€ncipally ga- raged. However, "auto" does not include "mobile equipment". C. "Bodily injury" means bodily injury, sickness or disease sustained by a person including death resulting from any of these. D. "Covered pollution cost or expense" means any cost or expense arising out of: 1. Any request, demand, order or statutory or regulatory requirement that any "In- sured" or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of "pollutants"; or 2. Any claim or "suit" by or on behalf of a governmental authority for damages be- cause of testing for, monitoring, cleaning up, removing, containing, treating, detox- ifying or neutralizing, or In any way re- sponding to or assessing the effects of "pollutants". "Covered pollution cost or expense" does not include any cost or expense arising out of the actual, alleged or threatened discharge, dispersal, ' seepage, migration, release or es- cape of "pollutants": a. That are, or that are contained in any property that is; (1) Being transported or towed by, handled, or handled for move- ment Into, onto or from the cov- ered "auto"; (2) Otherwise in the course of transit by or on behalf of the "insured"; Being stored, disposed of, treat- ed or processed in or upon the covered "auto"; or (3) b. Before the "pollutants" or any prop- erty in which the "pollutants" are contained are moved from the place where they are accepted by the "In- sured" for movement into or onto the covered "auto"; or c. After the "pollutants" or any prop- erty In which the "pollutants" are contained are moved from the cov- ered "auto" to the place where they ars finally delivered, disposed of or abandoned by the "Insured." Paragraph a. above does not apply to fuels, lubricants, fluids, exhaust gas- es or other similar "pollutants" that are needed far or result from the normal electrical, hydraulic or me- chanical functioning of the covered "auto" or its parts, if: (1) The "pollutants" escape, seep, migrate, or are discharged, dis- persed or released directly from an "auto" part designed by its manufacturer to hold, store, re- ceive or dispose of such "pollu- tants°;• and (2) The "bodily injury," "property damage" or "covered pollution cost or expense" does not arise out of the operation of any equipment listed in Paragraphs 6.b. or 6.c. of the definition of "mobile equipment." Paragraphs b. and c. above do not apply to "accidents" that occur away from premises owned by or rented to an "insured" with respect to "pol- lutants" not In or upon a covered "auto" if: (1) The "pollutants" or any property in which the "pollutants" are contained are upset, overturned or damaged as a result of the maintenance or use of a covered "auto"; and The discharge, dispersal, seep- age, migration, release or escape of the "pollutants" Is caused di- rectly by such upset, overturn or •damage. (2) CA 00 01 03 06 0180 Properties, Inc., 2005 Page 11 of 13 E. "Diminution In value" means the actual or perceived ' loss in market value or resale vat• ue which results from a direct and accidental "loss". F. "Employee" includes a "leased worker". 'Employee" does not Include a "temporary worker°. G. "Insured' means any person or organization qualifying as an insured in the Who Is An Insured provision of the applicable coverage. Except with respect to the Limit of insurance, the coverage afforded applies separately to each insured who is seeking coverage or against whom a claim or "sult" 1s brought. H. Insured contract" means: 1. A lease of premises; 2. A sidetrack agreement; 3. Any easement or license agreement, ex- cept In connection with construction or demolition operations on or within 50 feet of a railroad; 4. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; 5. That part of any other contract or agree- ment pertaining to your business (includ- ing an indemnification of a municipality In connection with work performed for a municipality) under which you assume the tort (lability of another to pay for "bodily injury" or "property damage" to a third person or organization. Tort liabil- ity means a liability that would be im- posed by law in the absence of any contract or agreement. 6. That part of any contract or agreement entered into, as part of your business, pertaining to the rental of lease, by you or any of your "employees", of any "auto." However, such contract or agree- ment shall not be considered 'an "Insured contract" to the extent that it obligates you or any of your "employees" to pay for "property damage" to any "auto" re- nted or leased by you or any of your "employees". An "Insured contract" does not include that part of any contract or agreement: I. J. K. a. That indemnities a railroad for "bod- ily injury" or "property damage° arising out of construction or demoli- tion operations, wthin 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road beds, tunnel, underpass._ or crossing; or b. That pertains to the loan, lease or rental of an "auto" to you or 'any .of your "employees", if the "auto" is loaned, teased or rented with a driv- er; or c. That holds a person or Organization engaged in the business of transport- ing property by "auto" for hire harm- less for your use of a covered "auto" over a route or territory that person or organization is authorized to serve by public authority. "Leased worker" means a person leased to you by a labor leasing firm under en agree- ment between you and (he labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not in - elude a "temporary worker". "Loss" means direct and accidental • loss or damage. "Mobile equipment" means any of the fol- lowing types of land vehicles, Including . any attached machinery or equipment: i. Bulldozers, farm machinery, forklifts and other vehicles designed for use princi- pally off public roads; 2. Vehicles maintained for use solely on or next to premises you own or rent; 3. Vehicles that travel on crawler treads; 4. Vehicles, whether self-propelled or not, maintained primarily to provide mobility to permanently mounted: a. Power cranes, shovels, loaders, dig- gers or drills; or b. Road construction or resurfacing equipment such as graders, scrapers or rollers. CA 00 01 03 00 ©ISO Properties, Inc., 2005 Page 12 of 13 a 5. Vehicles not described in Paragraphs 1., 2., 3., cr 4. above that are not self-pro- pelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: a. Air compressors, pumps and gener- ators, including spraying, welding, building • cleaning, geophysical explo- ration, lighting and well servicing equipment; or b. Cherry pickers and similar devices used to raise or tower workers. 6. Vehicles not described in Paragraphs 1,, 2., 3. or 4, above maintained primarily for purposes other than the transporta- tion of persons or cargo. However, self- propelled vehicles with the following types of permanently attached equipment are not "mobile equipment but will be considered "autos": a. Equipment designed primarily for: (1) Snow removal; (2) Road maintenance, but not con- struction or resurfacing; cr (3) Street cleaning; b. Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or tower workers; and c. Air compressors, pumps and gener£tors, including spraying, weld- ing, building cleaning, geophysical exploration, lighting or well servicing equipment. However, "mobile equipment" does not in- clude land vehicles that are subject to a com- pulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. Land vehicles subject to a compulsory or financial respon- sibility law or other motor vehicle Insurance law are considered "autos". L. "Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, Including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste Includes materi- als to be recycled,' reconditioned or re- claimed. M, "Property damage" means damage to or loss of use of tangible property. N. "Stilt" means a civil proceeding in which: 1, Damages because of "bodily Injury" or "property damage"; or 2, A "covered pollution cost or expense°, to which this Insurance applies, are alleged. "Suit" includes; a. An arbitration proceeding in which such damages or "covered pollution costs or expenses' are claimed and to which the "insured' must submit or does submit with our consent; or b. Any other alternative dispute resolu- tion proceeding in which such dam- ages or "covered pollution costs or expenses° are claimed and to which the insured submits with our con- sent. 0, "Temporary worker" means a person who is furnished to you to substitute for a perma- nent "employee" on leave or to meet sea -- serial or short-term lvorktoad conditions. ' P. "Trailer" Includes semitrailer. CA 00 01 03 06 ®ISO Properties, • inc., 2006 Page 13 of 13 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 04-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule State Person or Organization Job Description California CITY OF NATIONAL CITY i1243 NATIONAL CITY BLVD. NATIONAL CITY, CA 91950-4397 "All California Operations performed by the Named Insured on Behalf of the Certificate Holder." The premium charge for this endorsement shall be 5% of the premium developed in conjunction with the work for which this waiver is provided, subject to a minimum premium of $100. This charge will be billed at the final audit. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. Republic Indemnity Company of America Company Number 19739 Insured Lew Edwards Group Policy Number 166449-14 Endorsement Number Endorsement Effective September 21, 2018 Printed On WC 00 03 13 (Ed. 04-84) Countersigned by : Producer Copy a 1983 National Council on Compensation Insurance. CITY OF NATIONAL CITY Office of the City Clerk 1243 National City Blvd., National City, California 91950-4397 619-336-4228 Michael R. Dalla, CMC - City Clerk THE LEW EDWARDS GROUP Professional Consulting Services Josie Flores -Clark (Housing & Economic Development) forwarded a copy of the Agreement to The Lew Edwards Group.